Registration No. 333-16881
File No. 811-04797
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 20 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 31
Oppenheimer EQUITY INCOME fund, INC.
(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (303) 768-3200
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 26, 2010 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________ pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Oppenheimer |
NYSE Ticker Symbols | |
Class A | OAEIX |
Class B | OBEIX |
Class C | OCEIX |
Class N | ONEIX |
Prospectus dated February 26, 2010 |
Oppenheimer Equity Income Fund, Inc. is a mutual fund that seeks total return. It invests mainly in common stocks and other equity securities that it believes are undervalued. |
This prospectus contains important information about the Fund's objective, investment policies, strategies and risks. It also contains important information about how to buy and sell shares of the Fund and other account features. Please read this prospectus carefully before you invest and keep it for future reference about your account. |
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund's securities nor has it determined that this prospectus is accurate or complete. It is a criminal offense to represent otherwise. |
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To Summary Prospectus
THE FUND SUMMARY
Investment Objective. The Fund seeks total return.
Fees and Expenses of the Fund. The table below describes the fees and expenses that you may pay if you buy and hold or redeem shares of the Fund. You may qualify for sales charge discounts if you (or you and your spouse) invest, or agree to invest in the future, at least $25,000 in certain funds in the Oppenheimer family of funds. More information about these and other discounts is available from your financial professional and in the section "About Your Account" beginning on page 17 of the prospectus and in the sections "How to Buy Shares" beginning on page 52 and "Appendix A" in the Fund's Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) | ||||
Class A Shares | Class B Shares | Class C Shares | Class N Shares | |
Maximum Sales Charge (Load) imposed on purchases (as % of offering price) | 5.75% | None | None | None |
Maximum Deferred Sales Charge (Load) (as % of the lower of original offering price or redemption proceeds) | None | 5% | 1% | 1% |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||
Class A Shares | Class B Shares | Class C Shares | Class N Shares | |
Management Fees | 0.70% | 0.70% | 0.70% | 0.70% |
Distribution and/or Service (12b-1) Fees | 0.25% | 1.00% | 1.00% | 0.50% |
Other Expenses | 0.41% | 0.78% | 0.58% | 1.16% |
Total Annual Fund Operating Expenses | 1.36% | 2.48% | 2.28% | 2.36% |
Fee Waiver and Expense Reimbursement* | 0.00% | (0.26%) | (0.11%) | (0.69%) |
Total Annual Operating Expenses After Fee Waiver and Expense Reimbursement | 1.36% | 2.22% | 2.17% | 1.67% |
* The Fund's transfer agent has voluntarily agreed to limit its fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn after one year from the date of this prospectus.
Examples. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in a class of shares of the Fund for the time periods indicated. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be as follows:
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 Shares | $ | 706 | $ | 984 | $ | 1,282 | $ | 2,126 | $ | 706 | $ | 984 | $ | 1,282 | $ | 2,126 | ||
Class B Shares | $ | 728 | $ | 1,057 | $ | 1,513 | $ | 2,287 | $ | 228 | $ | 757 | $ | 1,313 | $ | 2,287 | ||
Class C Shares | $ | 322 | $ | 710 | $ | 1,224 | $ | 2,636 | $ | 222 | $ | 710 | $ | 1,224 | $ | 2,636 | ||
Class N Shares | $ | 271 | $ | 678 | $ | 1,211 | $ | 2,674 | $ | 171 | $ | 678 | $ | 1,211 | $ | 2,674 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the examples, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 105% of the average value of its portfolio.
Principal Investment Strategies. The Fund mainly invests in common stocks of U.S. companies that the portfolio manager believes are undervalued. The Fund may invest in other equity securities, such as preferred stocks, warrants and securities convertible into common stocks. The Fund may invest in equity securities issued by companies of different capitalization ranges, but will typically focus on larger capitalization stocks. The Fund may invest in equity securities both for current income from dividends as well as for growth opportunities.
The Fund can buy securities of companies in developed and emerging market countries. The Fund has no limits on the amounts it can invest in foreign securities. However, currently it does not intend to invest more than 25% of its net assets in securities of issuers in any single foreign country or more than 5% of its net assets in companies or government issuers in emerging market countries.
In selecting investments for the Fund, the portfolio manager mainly relies on a value-oriented investing style. A security may be undervalued because the market is not aware of the issuer's intrinsic value, does not yet recognize its future potential, or the issuer may be temporarily out of favor. The Fund seeks to realize gains in the prices of those securities when other investors recognize their real or prospective worth. The Fund also looks for securities that offer higher than average dividends. The portfolio manager generally uses a fundamental approach to analyzing issuers, for example, by looking at price/earnings ratios and current balance sheet information. Currently, the portfolio manager focuses on securities that have high current income and are believed to have substantial earnings possibilities, have low price/earnings ratios relative to other securities, and that have a low price relative to the underlying value of the issuer's assets, earnings, cash flow or other factors. These criteria may vary in particular cases and may change over time. The Fund may sell securities that the portfolio manager believes no longer meet these criteria, but is not required to do so.
Principal Risks. The price of the Fund's shares can go up and down substantially. The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests or from poor security selection, which could cause the Fund to underperform other funds with similar investment objectives. There is no assurance that the Fund will achieve its investment objective. When you redeem your shares, they may be worth more or less than what you paid for them. These risks mean that you can lose money by investing in the Fund.
Risks of Investing in Stock. The value of the Fund's portfolio may be affected by changes in the stock markets. Stock markets may experience great short-term volatility and may fall sharply at times. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company's stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company's sector or industry, or changes in government regulations affecting the company or its industry.
At times, the Fund may emphasize investments in a particular industry or economic or market sector. To the extent that the Fund increases its emphasis on stocks in a particular industry or sector, the value of its investments may fluctuate more in response to events affecting that industry or sector, such as changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry more than others.
Risks of Value Investing. Value investing entails the risk that if the market does not recognize that the Fund's securities are undervalued, the prices of those securities might not appreciate as anticipated. A value approach could also result in fewer investments that increase rapidly during times of market gains and could cause the Fund to underperform funds that use a growth or non-value approach to investing. Value investing has gone in and out of favor during past market cycles and when value investing is out of favor or when markets are unstable, the securities of "value" companies may underperform the securities of "growth" companies.
Dividend Risk. There is no guarantee that the issuers of the stocks held by the Fund will declare dividends in the future or that, if dividends are declared, they will remain at their current levels or increase over time. High-dividend stocks may not experience high earnings growth or capital appreciation. The Fund's performance during a broad market advance could suffer because dividend paying stocks may not experience the same capital appreciation as non-dividend paying stocks.
Risks of Foreign Investing. Foreign securities are subject to special risks. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign company's operations or financial condition. 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 and in the value of any income or distributions the Fund may receive on those securities. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in settlement of transactions, changes in economic or monetary policy in the U.S. or abroad, expropriation or nationalization of a company's assets, or other political and economic factors. These risks may be greater for investments in developing or emerging market countries.
Time-Zone Arbitrage. The Fund may invest in securities of foreign issuers that are traded in U.S. or foreign markets. If the Fund invests a significant amount of its assets in foreign markets, 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 Fund's net asset value is calculated. If such time-zone arbitrage were successful, it might dilute the interests of other shareholders. The Fund's use of "fair value pricing" to adjust certain market prices of foreign securities may help deter those activities.
The above risks may be greater for investments in emerging or developing market countries. While the Fund has no limits on the amounts it can invest in foreign securities, currently it does not intend to invest more than 25% of its net assets in securities of issuers in any single foreign country or more than 5% of its net assets in companies or government issuers in emerging market countries.
Who Is the Fund Designed For? The Fund is designed primarily for investors seeking total return from capital appreciation and income over the long term. Those investors should be willing to assume the risks of short-term share price fluctuations and losses that are typical for a fund emphasizing investments in equity securities. Since the Fund's income level will fluctuate, it is not designed for investors needing an assured level of current income. The Fund is not a complete investment program. You should carefully consider your own investment goals and risk tolerance before investing in the Fund.
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The Fund's Past Performance. The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Fund's past investment performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More
recent performance information is available by calling the toll-free number on the back of this prospectus and on the Fund's website at:
https://www.oppenheimerfunds.com/fund/investors/overview/EquityIncomeFundInc
Sales charges and taxes are not included and the returns would be lower if they were. During the period shown, the highest return for a calendar quarter was 25.27% (2nd qtr 09) and the lowest return was -17.86% (4th qtr 08). For the period from January 1, 2009 to December 31, 2009 the cumulative return before taxes was 42.22%.
The following table shows the average annual total returns for each class of the Fund's shares. After-tax returns are calculated using the highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Your actual after-tax returns, depending on your individual tax situation, may differ from those shown and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary.
Average Annual Total Returns for the periods ended December 31, 2009 | 1 Year | 5 Years | 10 Years (or life of class, if less) |
Class A Shares (inception 02-13-1987) | |||
Return Before Taxes | 34.04% | 1.90% | 4.80% |
Return After Taxes on Distributions | 33.01% | 0.43% | 2.88% |
Return After Taxes on Distributions and Sale of Fund Shares | 22.64% | 1.36% | 3.38% |
Class B Shares (inception 03-03-1997) | 35.95% | 1.94% | 4.96% |
Class C Shares (inception 03-03-1997) | 40.00% | 2.23% | 4.59% |
Class N Shares (inception 3-01-2001) | 40.79% | 2.72% | 4.31% |
S&P 500 Index | 26.47% | 0.42% | (0.95%) |
(reflects no deduction for fees, expenses or taxes) | 0.69%1 | ||
Russell 3000 Value Index | 19.76% | (0.24%) | 2.88% |
(reflects no deduction for fees, expenses or taxes) | 2.61%1 |
1. From 02-28-01
Investment Adviser. OppenheimerFunds, Inc. is the Fund's investment adviser (the "Manager").
Portfolio Manager. Michael S. Levine has been Vice President and portfolio manager of the Fund since July 2007.
Purchase and Sale of Fund Shares. In most cases, you can buy Fund shares with a minimum initial investment of $1,000 and make additional investments with as little as $50. For certain investment plans and retirement accounts, the minimum initial investment is $500 and, for some, the minimum additional investment is $25. For certain fee based programs the minimum initial investment is $250.
Shares may be purchased through a financial intermediary or the Distributor or redeemed through a financial intermediary or the Transfer Agent on days the New York Stock Exchange is open for trading. Shareholders may purchase or redeem shares by mail, through the website at www.oppenheimerfunds.com or by calling 800.225.5677. Share transactions may be paid by check, by Federal funds wire or directly from or into your bank account.
Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Manager, or their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.
MORE ABOUT THE FUND
The allocation of the Fund's portfolio among different types of investments will vary over time and the Fund's portfolio might not always include all of the different types of investments described below. The Statement of Additional Information contains more detailed information about the Fund's investment policies and risks.
THE FUND'S PRINCIPAL INVESTMENT STRATEGIES AND RISKS. The following strategies and types of investments are the ones that the Fund considers to be the most important in seeking to achieve its investment objective and the following risks are those the Fund expects its portfolio to be subject to as a whole.
Common Stock and Other Equity Investments. Equity securities include common stock, preferred stock, rights, warrants and certain debt securities that are convertible into common stock. Equity investments may be exchange-traded or over-the-counter securities. 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. When interest rates rise, the value of preferred stock having a fixed dividend rate tends to fall.
A convertible security 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. 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. Convertible securities are subject to credit and interest rate risk, however credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities.
Investing in Foreign Securities. The Fund may buy stocks and other equity securities of companies that are organized under the laws of a foreign country or that have a substantial portion of their operations or assets in a foreign country or countries, or that derive a substantial portion of their revenue or profits from businesses, investments or sales outside of the United States. The Fund may also invest in foreign securities that are represented in the United States securities markets by American Depository Receipts ("ADRs") or similar depository arrangements. The Fund may invest to a limited degree in companies in emerging markets, which have greater risks than companies in developed market countries, including: less developed trading markets, less market liquidity, less stable economies, less stable currencies, and greater risks of nationalization or government restrictions on foreign ownership or on withdrawing assets from the country. The Fund will hold foreign currency only in connection with buying and selling foreign securities.
OTHER INVESTMENT STRATEGIES AND RISKS. The Fund can also use the investment techniques and strategies described below. The Fund might not use all of these techniques or strategies or might only use them from time to time.
Debt Securities. The Fund does not focus on debt securities as a principal investment strategy; however the Fund can also invest in debt securities, such as U.S. Government securities and domestic and foreign corporate and government bonds and debentures. The Fund may invest in debt securities to seek income, for liquidity or for hedging purposes.
The Fund's debt securities may be rated by nationally recognized statistical rating organizations such as Moody's Investors Services, Inc. or Standard & Poor's Ratings Services or may be unrated. "Investment-grade" refers to securities that are rated in one of the top four rating categories. The Fund can also invest in debt securities that are rated below investment grade, also referred to as "junk bonds." Rating definitions of national rating agencies are described in Appendix B to the Statement of Additional Information.
Master Limited Partnerships. The Fund may invest in publicly traded limited partnerships known as "master limited partnerships" or MLPs. MLPs issue units that are registered with the Securities and Exchange Commission and are freely tradable on a securities exchange or in the over-the-counter market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP's creditors would continue after the Fund sold its investment in the MLP. MLPs are typically real estate, oil and gas and equipment leasing vehicles, but they also finance movies, research and development, and other projects.
Diversification and Concentration. The Fund is a diversified fund. It attempts to reduce its exposure to the risks of individual issuers by diversifying its investments across a broad number of different companies. The Fund will not concentrate more than 25% of its total assets in issuers in any one industry. At times, however, the Fund may emphasize investments in some industries more than others.
Risks of Small- and Mid-Sized Companies. Small- and mid-sized companies may be either established or newer companies, including "unseasoned" companies that have been in operation for less than three years. While smaller companies might offer greater opportunities for gain than larger companies, they also may involve greater risk of loss. They may be more sensitive to changes in a company's earnings expectations and may experience more abrupt and erratic price movements. Smaller companies' securities often trade in lower volumes and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small- and mid-sized companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small- and mid-sized companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Smaller companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of small, unseasoned companies may be particularly volatile, especially in the short term, and may have very limited liquidity. It may take a substantial period of time to realize a gain on an investment in a small- or mid-sized company, if any gain is realized at all.
Derivative Investments. The Fund can invest in a number of different types of "derivative" instruments. A derivative is an instrument whose value depends on (or is derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow the Fund to increase or decrease its exposure to certain markets or risks.
The Fund may use derivatives to seek to increase its investment return or for hedging purposes. The Fund is not required to use derivatives in seeking its investment objective or for hedging and might not do so.
Options, futures and forward contracts are some of the types of derivatives the Fund can use. The Fund may also use other types of derivatives that are consistent with its investment strategies or for hedging purposes.
The Fund has percentage limits on its use of hedging instruments.
"Structured" Notes. "Structured" notes are specially-designed derivative debt instruments. The terms of the instrument may be "structured" by the purchaser and the issuer of the note. Payments of principal or interest on these notes may be linked to the value of an index (such as a currency or securities index), an individual security, or a commodity. The value of these notes will normally rise or fall in response to the changes in the performance of the underlying security, index or commodity.
Structured notes are subject to interest rate risk and are also subject to credit risk with respect both to the borrower and to the issuer of the underlying investment. If the underlying investment or index does not perform as anticipated, the investment might pay less interest than the stated coupon payment or repay less principal upon maturity. The price of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to purchase a minimum amount of those notes over time.
Hedging. Hedging transactions are intended to reduce the risks of securities in the Fund's portfolio. At times, however, a hedging instrument's value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If the Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.
Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security or other instrument on which a derivative is based, or the derivative itself, may not perform as expected. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The Fund may also lose money on a derivative investment if the issuer fails to pay the amount due.
Certain derivative investments held by the Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and can increase portfolio turnover. As a result of these risks, the Fund could realize little or no income or lose money from its investment, or the use of a derivative for hedging might be unsuccessful.
Illiquid and Restricted Securities. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale, are generally referred to as "illiquid" securities. Illiquid securities may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as "restricted securities." Certain restricted securities that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.
The Fund will not invest more than 10% of its net assets in illiquid or restricted securities. The Board can increase that limit to 15%. The Manager monitors the Fund's holdings of illiquid securities on an ongoing basis to determine whether to sell any of those securities to maintain adequate liquidity.
Loans of Portfolio Securities. The Fund may loan its portfolio securities to brokers, dealers and financial institutions to seek income. The Fund has entered into a securities lending agreement with Goldman Sachs Bank USA, doing business as Goldman Sachs Agency Lending ("Goldman Sachs") for that purpose. Under the agreement, Goldman Sachs will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral, including any collateral invested in an affiliated money market fund. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower. The Fund's portfolio loans must comply with the collateralization and other requirements of the Fund's securities lending agreement, its securities lending procedures and applicable government regulations.
The Fund limits loans of portfolio securities to not more than 25% of its net assets.
Conflicts of Interest. The investment activities of the Manager and its affiliates in regard to other funds and accounts they manage may present conflicts of interest that could disadvantage the Fund and its shareholders. The Manager or its affiliates may provide investment advisory services to other funds and accounts that have investment objectives or strategies that differ from, or are contrary to, those of the Fund. That may result in another fund or account holding investment positions that are adverse to the Fund's investment strategies or activities. Other funds or accounts advised by the Manager or its affiliates may have conflicting interests arising from investment objectives that are similar to those of the Fund. Those funds and accounts may engage in, and compete for, the same types of securities or other investments as the Fund or invest in securities of the same issuers that have different, and possibly conflicting, characteristics. The trading and other investment activities of those other funds or accounts may be carried out without regard to the investment activities of the Fund and, as a result, the value of securities held by the Fund or the Fund's investment strategies may be adversely affected. The Fund's investment performance will usually differ from the performance of other accounts advised by the Manager or its affiliates and the Fund may experience losses during periods in which other accounts advised by the Manager or its affiliates achieve gains. The Manager has adopted policies and procedures designed to address potential conflicts of interest identified by the Manager; however, such policies and procedures may also limit the Fund's investment activities and affect its performance.
Investments in Oppenheimer Institutional Money Market Fund. The Fund can invest its free cash balances in Class E shares of Oppenheimer Institutional Money Market Fund, to provide liquidity or for defensive purposes. The Fund invests in Oppenheimer Institutional Money Market Fund, rather than purchasing individual short-term investments, to seek a higher yield than it could obtain on its own. Oppenheimer Institutional Money Market Fund is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, and is part of the Oppenheimer Family of Funds. It invests in a variety of short-term, high-quality, dollar-denominated money market instruments issued by the U.S. Government, domestic and foreign corporations, other financial institutions, and other entities. Those investments may have a higher rate of return than the investments that would be available to the Fund directly. At the time of an investment, the Fund cannot always predict what the yield of the Oppenheimer Institutional Money Market Fund will be because of the wide variety of instruments that fund holds in its portfolio. The return on those investments may, in some cases, be lower than the return that would have been derived from other types of investments that would provide liquidity. As a shareholder, the Fund will be subject to its proportional share of the expenses of Oppenheimer Institutional Money Market Fund's Class E shares, including its advisory fee. However, the Manager will waive a portion of the Fund's advisory fee to the extent of the Fund's share of the advisory fee paid to the Manager by Oppenheimer Institutional Money Market Fund.
Temporary Defensive and Interim Investments. For temporary defensive purposes in times of adverse or unstable market, economic or political conditions, the Fund can invest up to 100% of its assets in investments that may be inconsistent with the Fund's principal investment strategies. Generally, the Fund would invest in shares of Oppenheimer Institutional Money Market Fund or in the types of money market instruments in which Oppenheimer Institutional Money Market Fund invests or in other short-term U.S. Government securities. The Fund might also hold these types of securities as interim investments pending the investment of proceeds from the sale of Fund shares or the sale of Fund portfolio securities or to meet anticipated redemptions of Fund shares. To the extent the Fund invests in these securities, it might not achieve its investment objective.
Portfolio Turnover. A change in the securities held by the Fund is known as "portfolio turnover." The Fund may engage in active and frequent trading to try to achieve its investment objective and may have a portfolio turnover rate of over 100% annually. Increased portfolio turnover may result in higher brokerage fees or other transaction costs, which can reduce performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, increasing its taxable distributions. The Financial Highlights table at the end of this prospectus shows the Fund's portfolio turnover rates during past fiscal years.
CHANGES TO THE FUND'S INVESTMENT POLICIES. The Fund's fundamental investment policies cannot be changed without the approval of a majority of the Fund's outstanding voting shares; however, the Fund's Board can change non-fundamental policies without a shareholder vote. Significant policy changes will be described in supplements to this prospectus. The Fund's investment objective is a fundamental policy. Other investment restrictions that are fundamental policies are listed in the Fund's Statement of Additional Information. An investment policy is not fundamental unless this prospectus or the Statement of Additional Information states that it is.
Portfolio Holdings. The Fund's portfolio holdings are included in semi-annual and annual reports that are distributed to its shareholders within 60 days after the close of the applicable reporting period. The Fund also discloses its portfolio holdings in its Statements of Investments on Form N-Q, which are public filings that are required to be made with the Securities and Exchange Commission within 60 days after the end of the Fund's first and third fiscal quarters. Therefore, the Fund's portfolio holdings are made publicly available no later than 60 days after the end of each of its fiscal quarters.
A description of the Fund's policies and procedures with respect to the disclosure of its portfolio holdings is available in the Fund's Statement of Additional Information.
THE MANAGER. OppenheimerFunds, Inc., the Manager, chooses the Fund's investments and handles its day-to-day business. The Manager carries out its duties, subject to the policies established by the Fund's Board of Directors, under an investment advisory agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager and describes the expenses that the Fund is responsible to pay to conduct its business.
The Manager has been an investment adviser since 1960. The Manager and a subsidiary managed funds with nearly 6 million shareholder accounts as of December 31, 2009. The Manager is located at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee, calculated on the annual net assets of the Fund, at an annual rate that declines on additional assets as the Fund grows: 0.70% of the first $400 million of average annual net assets of the Fund, 0.68% of the next $400 million, 0.65% of the next $400 million, 0.60% of the next $400 million, 0.55% of the next $400 million, and 0.50% of average annual net assets in excess of $2 billion. The Fund's advisory fee for the fiscal period ended October 31, 2009 was 0.70% of average annual net assets for each class of shares.
The Transfer Agent has voluntarily agreed to limit its fees for all classes to 0.35% of average annual net assets per class. That undertaking may be amended or withdrawn after one year from the date of this prospectus. The Manager has agreed to waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund. For the Fund's fiscal year ended October 31, 2009, those indirect fees were less than 0.01% of average annual net assets. Under the Fund's Custody Agreement, the Fund receives certain credits from the Fund's custodian that, during the fiscal year, reduced its custodial expenses for all share classes by less than 0.01% of average annual net assets. Each of these undertakings may be amended or withdrawn at any time. After all waivers, reimbursements and other credits, the actual total annual operating expenses for the fiscal year ended October 31, 2009 were 1.36% for Class A, 2.22% for Class B, 2.17% for Class C, and 1.67% for Class N. The Fund's management fee and other annual operating expenses may vary in future years.
A discussion regarding the basis for the Board of Directors' approval of the Fund's investment advisory contract is available in the Fund's Annual Report to shareholders for the fiscal year ended October 31, 2009.
Portfolio Manager. The Fund's portfolio is managed by Michael Levine who is primarily responsible for the day-to-day management of the Fund's investments. Mr. Levine has been a Vice President and portfolio manager of the Fund since July 2007.
Mr. Levine has been a Vice President of the Manager since June 1998. He is a portfolio manager and an officer of another portfolio in the OppenheimerFunds complex.
The Statement of Additional Information provides additional information about the portfolio manager's compensation, other accounts he manages and his ownership of Fund shares.
MORE ABOUT YOUR ACCOUNT
Where Can You Buy Fund Shares? Oppenheimer funds may be purchased either directly or through a variety of "financial intermediaries" that offer Fund shares to their clients. Financial intermediaries include securities dealers, financial advisors, brokers, banks, trust companies, insurance companies and the sponsors of fund "supermarkets," fee-based advisory or wrap fee programs or college and retirement savings programs.
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors four different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and will usually have different share prices. When you buy shares, be sure to specify the class of shares you wish to purchase. If you do not choose a class, your investment will be made in Class A shares.
Class A Shares. If you buy Class A shares, you will pay an initial sales charge on investments up to $1 million for regular accounts or lesser amounts for certain retirement plans or if you qualify for certain fee waivers. The amount of the sales charge will vary depending on the amount you invest. The sales charge rates for different investment amounts are listed in "About Class A Shares" below.
Class B Shares. If you buy Class B shares, you will pay no sales charge at the time of purchase, but you will pay an annual asset-based sales charge (distribution fee) over a period of approximately six years. If you sell your shares within six years after buying them, you will normally pay a contingent deferred sales charge. The amount of the contingent deferred sales charge varies depending on how long you own your shares, as described in "About Class B Shares" below.
Class C Shares. If you buy Class C shares, you will pay no sales charge at the time of purchase, but you will pay an ongoing asset-based sales charge. If you sell your shares within 12 months after buying them, you will normally pay a contingent deferred sales charge of 1.0%, as described in "About Class C Shares" below.
Class N Shares. Class N shares are available only through certain retirement plans. If you buy Class N shares, you pay no sales charge at the time of purchase, but you will pay an ongoing asset-based sales charge. If you sell your shares within 18 months after the retirement plan's first purchase of Class N shares, you may pay a contingent deferred sales charge of 1.0%, as described in "About Class N Shares" below.
Certain sales charge waivers may apply to purchases or redemptions of Class A, Class B, Class C, or Class N shares. More information about those waivers is available in the Fund's Statement of Additional Information, or by clicking on the hyperlink "Sales Charges & Breakpoints" under the heading "Fund Information" on the OppenheimerFunds website at "www.oppenheimerfunds.com."
WHAT IS THE MINIMUM INVESTMENT? In most cases, you can buy Fund shares with a minimum initial investment of $1,000 and make additional investments with as little as $50. The minimum additional investment requirement does not apply to reinvested dividends from the Fund or from other Oppenheimer funds or to omnibus account purchases. A $25 minimum applies to additional investments through an Asset Builder Plan, an Automatic Exchange Plan or a government allotment plan established before November 1, 2002. Reduced initial minimums are available in certain circumstances, including under the following investment plans:
Minimum Account Balance. A $12 annual "minimum balance fee" is assessed on Fund accounts with a value of less than $500. The fee is automatically deducted from each applicable Fund account annually in September. See the Statement of Additional Information for information about the circumstances under which this fee will not be assessed. Small accounts may be involuntarily redeemed by the Fund if the value has fallen below $500 for reasons other than a decline in the market value of the shares.
CHOOSING A SHARE CLASS. Once you decide that the Fund is an appropriate investment for you, deciding which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial advisor. The Fund's operating costs that apply to a share class and the effect of the different types of sales charges on your investment will affect your investment results over time. For example, the net asset value and the dividends of Class B, Class C, and Class N shares will be reduced by additional expenses borne by those classes, such as the asset-based sales charge.
Two of the factors to consider are how much you plan to invest and, while future financial needs cannot be predicted with certainty, how long you plan to hold your investment. For example, with larger purchases that qualify for a reduced initial sales charge on Class A shares, the effect of paying an initial sales charge on purchases of Class A shares may be less over time than the effect of the asset-based sales charges on Class B, Class C, or Class N shares. For retirement plans that qualify to purchase Class N shares, Class N will generally be the most advantageous share class. If your goals and objectives change over time and you plan to purchase additional shares, you should re-evaluate each of the factors to see if you should consider a different class of shares.
The discussion below is not intended to be investment advice or a recommendation, because each investor's financial considerations are different. The discussion below assumes that you will purchase only one class of shares and not a combination of shares of different classes. These examples are based on approximations of the effects of current sales charges and expenses projected over time, and do not detail all of the considerations in selecting a class of shares. You should analyze your options carefully with your financial advisor before making that choice.
The Distributor normally will not accept purchase orders from a single investor for more than $100,000 of Class B shares or for $1 million or more of Class C shares. Dealers or other financial intermediaries are responsible for determining the suitability of a particular share class for an investor.
Are There Differences in Account Features That Matter to You? Some account features may not be available for all share classes. Other features may not be advisable because of the effect of the contingent deferred sales charge. Therefore, you should carefully review how you plan to use your investment account before deciding which class of shares to buy.
How Do Share Classes Affect Payments to Your Financial Intermediary? The Class B, Class C, and Class N contingent deferred sales charges and asset-based sales charges have the same purpose as the front-end sales charge or contingent deferred sales charge on Class A shares: to compensate the Distributor for concessions and expenses it pays to brokers, dealers and other financial intermediaries for selling Fund shares. Those financial intermediaries may receive different compensation for selling different classes of shares. The Manager or Distributor may also pay dealers or other financial intermediaries additional amounts from their own resources based on the value of Fund shares held by the intermediary for its own account or held for its customers' accounts. For more information about those payments, see "Payments to Financial Intermediaries and Service Providers" below.
ABOUT CLASS A SHARES. Class A shares are sold at their offering price, which is the net asset value of the shares (described below) plus, in most cases, an initial sales charge. The Fund receives the amount of your investment, minus the sales charge, to invest for your account. In some cases, Class A purchases may qualify for a reduced sales charge or a sales charge waiver, as described below or in the Statement of Additional Information.
The Class A sales charge rate varies depending on the amount of your purchase. A portion or all of the sales charge may be retained by the Distributor or paid to your broker, dealer or other financial intermediary as a concession. The current sales charge rates and concessions paid are shown in the table below. There is no initial sales charge on Class A purchases of $1 million or more, but a contingent deferred sales charge (described below) may apply.
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 $25,000 | 5.75% | 6.10% | 4.75% |
$25,000 or more but less than $50,000 | 5.50% | 5.82% | 4.75% |
$50,000 or more but less than $100,000 | 4.75% | 4.99% | 4.00% |
$100,000 or more but less than $250,000 | 3.75% | 3.90% | 3.00% |
$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% |
Due to rounding, the actual sales charge for a particular transaction may be higher or lower than the rates listed above.
Reduced Class A Sales Charges. Under a "Right of Accumulation" or a "Letter of Intent" you may be eligible to buy Class A shares of the Fund at the reduced sales charge rates that would apply to a larger purchase. The Fund reserves the right to modify or to cease offering these programs at any time.
° your individual accounts (including IRAs, 403(b) plans and eligible 529 plans),
° your joint accounts with your spouse,
° accounts you or your spouse hold as trustees or custodians on behalf of
your children who are minors.
A fiduciary can apply a right of accumulation to all shares purchased for a trust, estate or other fiduciary account that has multiple accounts (including employee benefit plans for the same employer and Single K plans for the benefit of a sole proprietor).
If you are buying shares directly from the Fund, you must inform the Distributor of your eligibility and holdings at the time of your purchase in order to qualify for the Right of Accumulation. If you are buying shares through a financial intermediary you must notify the intermediary of your eligibility for the Right of Accumulation at the time of your purchase.
To count eligible shares held in accounts at other firms, you may be requested to provide the Distributor or your current financial intermediary with a copy of account statements showing your current holdings of the Fund, other eligible Oppenheimer funds or qualifying 529 plans. Shares purchased under a Letter of Intent may also qualify as eligible holdings under a Right of Accumulation.
Purchases of Class N or Class Y shares, purchases made by reinvestment of dividends or capital gains distributions from other Oppenheimer funds, purchases of Class A shares with redemption proceeds under the "reinvestment privilege" described below, and purchases of Class A shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which a sales charge has not been paid do not count as "qualified shares" for satisfying the terms of a Letter.
Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not complete the anticipated purchases, you will be charged the difference between the sales charge that you paid and the sales charge that would apply to the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Fund's Transfer Agent for this purpose. Please refer to "How to Buy Shares – Letters of Intent" in the Fund's Statement of Additional Information for more complete information. You may also be able to apply the Right of Accumulation to purchases you make under a Letter of Intent.
Class A Contingent Deferred Sales Charge. There is no initial sales charge on Class A purchases of shares of one or more of the Oppenheimer funds totaling $1 million or more. However, those Class A shares may be subject to a 1.0% contingent deferred sales charge if they are redeemed within an 18-month "holding period" measured from the beginning of the calendar month in which they were purchased (except for shares purchased in certain retirement plans, as described below). That sales charge will be calculated on the lesser of the original net asset value of the redeemed shares or the aggregate net asset value of the redeemed shares at the time of redemption.
The Class A contingent deferred sales charge does not apply to shares purchased by the reinvestment of dividends or capital gain distributions and will not exceed the aggregate amount of the concessions the Distributor pays on all of your purchases of Class A shares, of all Oppenheimer funds, that are subject to the contingent deferred sales charge.
The Distributor pays concessions from its own resources equal to 1.0% of Class A purchases of $1 million or more (other than purchases by certain retirement plans). The concession will not be paid on shares purchased by exchange or shares that were previously subject to a front-end sales charge and concession.
Class A Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares of the Fund by retirement plans that have $1 million or more in plan assets or by certain retirement plans or platforms offered through financial intermediaries or other service providers.
In addition, there is no contingent deferred sales charge on redemptions of certain Class A retirement plan shares offered through financial intermediaries or other service providers. There is no contingent deferred sales charge on redemptions of Class A group retirement plan shares purchased after March 1, 2007 except for shares of certain group retirement plans that were established prior to March 1, 2001 ("grandfathered retirement plans"). Shares purchased in grandfathered retirement plans are subject to the contingent deferred sales charge if they are redeemed within 18 months after purchase.
The Distributor does not pay a concession on Class A retirement plan purchases after March 1, 2007 except on purchases by grandfathered retirement plans and plans that have $5 million or more in plan assets. The concession for grandfathered retirement plan purchases after March 1, 2007 is 0.25%. For purchases of Class A shares by retirement plans that have $5 million or more in plan assets (within the first six months from the time the account was established), the Distributor may pay financial intermediaries concessions equal to 0.25% of the purchase price from its own resources at the time of sale. Those payments are subject to certain exceptions described in "Retirement Plans" in the Statement of Additional Information.
ABOUT CLASS B SHARES. Class B shares are sold at net asset value per share without an initial sales charge. However, if Class B shares are redeemed within six years from the beginning of the calendar month in which they were purchased, a contingent deferred sales charge will be deducted from the redemption proceeds. Class B shares are also subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.75%. The Class B contingent deferred sales charge and asset-based sales charge are paid to compensate the Distributor for providing distribution-related services to the Fund in connection with the sale of Class B shares.
The amount of the Class B contingent deferred sales charge will depend on the number of years since you invested, according to the following schedule:
Years since Beginning of Month in Which 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 |
In the table, a "year" is a 12-month period. In applying the contingent deferred sales charge, all purchases are considered to have been made on the first regular business day of the month in which the purchase was made.
Automatic Conversion of Class B Shares. Class B shares automatically convert to Class A shares six years (72 months) after you purchase them. This conversion eliminates the Class B asset-based sales charge, however, the shares will be subject to the ongoing Class A fees and expenses. The conversion is based on the relative net asset value of the two classes, and no sales load or other charge is imposed. When any Class B shares that you hold convert to Class A shares, all other Class B shares that were acquired by reinvesting dividends and distributions on the converted shares will also convert. For further information on the conversion feature and its tax implications, see "Class B Conversion" in the Statement of Additional Information.
ABOUT CLASS C SHARES. Class C shares are sold at net asset value per share without an initial sales charge. However, if Class C shares are redeemed within a holding period of 12 months from the beginning of the calendar month in which they were purchased, a contingent deferred sales charge of 1.00% may be deducted from the redemption proceeds. Class C shares are also subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.75%. The Class C contingent deferred sales charge and asset-based sales charge are paid to compensate the Distributor for providing distribution-related services to the Fund in connection with the sale of Class C shares.
ABOUT CLASS N SHARES. Class N shares are offered to retirement plans (including IRAs and 403(b) plans) that purchase $500,000 or more of Oppenheimer funds Class N shares or to group retirement plans (which do not include IRAs and 403(b) plans) held in omnibus accounts that have assets of $500,000 or more or have 100 or more eligible participants. See "Availability of Class N shares" in the Statement of Additional Information for other circumstances in which Class N shares are available for purchase.
Class N shares are sold at net asset value without an initial sales charge. Class N shares are subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.25%. A contingent deferred sales charge of 1.00% will be imposed on the redemption of Class N shares, if:
Retirement plans that offer Class N shares may impose charges on plan participant accounts. For more information about buying and selling shares through a retirement plan, see the section "Investment Plans and Services - Retirement Plans" below.
THE PRICE OF FUND SHARES. Shares may be purchased at their offering price which is the net asset value per share plus any initial sales charge that applies. Shares are redeemed at their net asset value per share less any contingent deferred sales charge that applies. The net asset value that applies to a purchase or redemption order is the next one calculated after the Distributor receives the order, in proper form as described in this prospectus, or after any agent appointed by the Distributor receives the order in proper form as described in this prospectus. Your financial intermediary can provide you with more information regarding the time you must submit your purchase order and whether the intermediary is an authorized agent for the receipt of purchase and redemption orders.
Net Asset Value. The Fund calculates the net asset value of each class of shares as of the close of the New York Stock Exchange (NYSE), on each day the NYSE is open for trading (referred to in this prospectus as a "regular business day"). The NYSE normally closes at 4:00 p.m., Eastern time, but may close earlier on some days.
The Fund determines the net assets of each class of shares by subtracting the class-specific expenses and the amount of the Fund's liabilities attributable to the share class from the market value of the Fund's securities and other assets attributable to the share class. The Fund's "other assets" might include, for example, cash and interest or dividends from its portfolio securities that have been accrued but not yet collected. The Fund's securities are valued primarily on the basis of current market quotations.
The net asset value per share for each share class is determined by dividing the net assets of the class by the number of outstanding shares of that class.
Fair Value Pricing. If market quotations are not readily available or (in the Manager's judgment) do not accurately reflect the fair value of a security, or if after the close of the principal market on which a security held by the Fund is traded and before the time as of which the Fund's net asset value is calculated that day, an event occurs that the Manager learns of and believes in the exercise of its judgment will cause a material change in the value of that security from the closing price of the security on the principal market on which it is traded, that security may be valued by another method that the Board believes would more accurately reflect the security's fair value.
In determining whether current market prices are readily available and reliable, the Manager monitors the information it receives in the ordinary course of its investment management responsibilities. It seeks to identify significant events that it believes, in good faith, will affect the market prices of the securities held by the Fund. Those may include events affecting specific issuers (for example, a halt in trading of the securities of an issuer on an exchange during the trading day) or events affecting securities markets (for example, a foreign securities market closes early because of a natural disaster).
The Board has adopted valuation procedures for the Fund and has delegated the day-to-day responsibility for fair value determinations to the Manager's "Valuation Committee." Those determinations may include consideration of recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of foreign or U.S. indices. Fair value determinations by the Manager are subject to review, approval and ratification by the Board at its next scheduled meeting after the fair valuations are determined.
The Fund's use of fair value pricing procedures involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security. Accordingly, there can be no assurance that the Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the same time at which the Fund determines its net asset value per share.
Pricing Foreign Securities. The Fund may use fair value pricing more frequently for securities primarily traded on foreign exchanges. Because many foreign markets close hours before the Fund values its foreign portfolio holdings, significant events, including broad market movements, may occur during that time that could potentially affect the values of foreign securities held by the Fund.
The Manager believes that foreign securities values may be affected by volatility that occurs in U.S. markets after the close of foreign securities markets. The Manager's fair valuation procedures therefore include a procedure whereby foreign securities prices may be "fair valued" to take those factors into account.
Because some foreign securities trade in markets and on exchanges that operate on weekends and U.S. holidays, the values of some of the Fund's foreign investments may change on days when investors cannot buy or redeem Fund shares.
Contingent Deferred Sales Charge. If you redeem shares during their applicable contingent deferred sales charge holding period, the contingent deferred sales charge generally will be deducted from the redemption proceeds. In some circumstances you may be eligible for one of the waivers described in "Sales Charge Waivers" below and in the "Special Sales Charge Arrangements and Waivers" Appendix to the Statement of Additional Information. You must advise the Transfer Agent or your financial intermediary of your eligibility for a waiver when you place your redemption request.
A contingent deferred sales charge will be based on the net asset value of the redeemed shares at the time of redemption or the original net asset value, whichever is lower. A contingent deferred sales charge is not imposed on:
The Fund redeems shares in the following order:
You are not charged a contingent deferred sales charge when you exchange shares of the Fund for shares of other Oppenheimer funds. However, if you exchange your shares within the applicable holding period, your original holding period will carry over to the shares you acquire, even if the new fund has a different holding period.
SALES CHARGE WAIVERS. The Fund and the Distributor offer the following opportunities to purchase shares without front-end or contingent deferred sales charges. The Fund reserves the right to amend or discontinue these programs at any time without prior notice.
In addition, the "Special Sales Charge Arrangements and Waivers" Appendix to the Statement of Additional Information provides detailed information about certain other initial sales charge and contingent deferred sales charge waivers and arrangements. A description of those sales charge waivers and arrangements is available for viewing on the OppenheimerFunds website at www.oppenheimerfunds.com (follow the hyperlink "Sales Charges & Breakpoints," under the heading "Fund Information") and may also be ordered by calling 1.800.225.5677. You must advise the Distributor, the Transfer Agent or your financial intermediary that you qualify for one of those waivers at the time you submit your purchase order or redemption request.
How to Buy, Sell and Exchange Shares
HOW TO BUY SHARES. You can buy shares in several ways. The Distributor has appointed certain financial intermediaries, including brokers, dealers and others, as servicing agents to accept purchase and redemption orders. The Distributor or servicing agent must receive your order, in proper form, by the close of the NYSE for you to receive that day's offering price. If your order is received on a day when the NYSE is closed or after it has closed, the order will receive the next offering price that is determined. To be in proper form, your purchase order must comply with the procedures described below. The Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.
Buying Shares Through a Financial Intermediary. You can buy shares through any servicing agent (a broker, dealer, or other financial intermediary) that has a sales agreement with the Distributor. Your servicing agent will place your order with the Distributor on your behalf. A servicing agent may charge a processing fee for that service. Your account information will be shared with the financial intermediary designated as the dealer of record for the account.
Buying Shares Through the Distributor. We recommend that you discuss your investment with a financial advisor before you make a purchase to be sure that the Fund is appropriate for you. If you want to purchase shares directly from the Distributor, complete an OppenheimerFunds new account application and mail it with a check payable in U.S. dollars to "OppenheimerFunds Distributor, Inc." to the address on the back cover. If you do not list a dealer on your application, the Distributor is designated as the broker-dealer of record, but solely for the purpose of acting as your agent to purchase the shares and Class A shares are your only purchase option. Class B, Class C or Class N shares may not be purchased by a new investor directly from the Distributor without the investor designating another registered broker-dealer. However, if a current investor no longer has a broker-dealer of record for an existing Class B, Class C or Class N account, the Distributor is automatically designated as the broker-dealer of record, but solely for the purpose of acting as your agent to purchase the shares. If you submit a purchase request to the Distributor without designating the Fund you wish to invest in, your investments will be made in Class A shares of Oppenheimer Money Market Fund, Inc. This policy does not apply to purchases by or for certain retirement plans or accounts. For more information regarding undesignated investments, please call the Transfer Agent at the number on the back cover of this prospectus.
Identification Requirements. Federal regulations may require the Fund to obtain your name, your date of birth (for a natural person), your residential street address or principal place of business, and your Social Security Number, Employer Identification Number or other government-issued identification when you open an account. Additional information may be required to open a corporate account or in certain other circumstances. The Fund or the Transfer Agent may use this information to verify your identity. The Fund may not be able to establish an account if the necessary information is not received. The Fund may also place limits on account transactions while it is in the process of verifying your identity. Additionally, if the Fund is unable to verify your identity after your account is established, the Fund may be required to redeem your shares and close your account.
Suspension of Share Offering. The offering of Fund shares may be suspended during any period in which the determination of net asset value is suspended, and may be suspended by the Board at any time the Board believes it is in the Fund's best interest to do so.
HOW TO SELL SHARES. You can generally redeem (sell) some or all of your shares on any regular business day. You may redeem your shares by writing a letter, by wire, by telephone or on the internet. You can also set up an Automatic Withdrawal Plan to redeem shares on a regular basis. The redemption of Fund shares may be suspended under certain circumstances described in the Statement of Additional Information. If you have questions about any of these procedures, and especially if you are redeeming shares in a special situation, such as due to the death of the owner or from a retirement plan account, please call your financial intermediary or the Transfer Agent for assistance.
Redemption Price. Your shares will be redeemed at net asset value less any applicable sales charge or other fees. The net asset value used will be the next one calculated after your order is received, in proper form, by the Transfer Agent or your authorized financial intermediary. To be in proper form, your redemption order must comply with the procedures described below. The redemption price for shares will change from day-to-day because the value of the securities in the Fund's portfolio and the Fund's expenses fluctuate. The redemption price will normally differ for each class of shares. The redemption price of your shares may be more or less than their original cost.
Redemptions "In-Kind." Shares may be "redeemed in-kind" under certain circumstances (such as a lack of liquidity in the Fund's portfolio to meet redemptions). That means that the redemption proceeds will be paid in securities from the Fund's portfolio. If the Fund redeems your shares in-kind, you may bear transaction costs and will bear market risks until such securities are converted into cash.
Options for Receiving Redemption Proceeds
Payment Delays. Payment for redeemed shares is usually made within seven days after the Transfer Agent receives redemption instructions in proper form. For accounts registered in the name of a broker-dealer, payment will normally be forwarded to the broker-dealer within three business days. The Transfer Agent may delay processing redemption payments for recently purchased shares until the purchase payment has cleared. That delay may be as much as 5 business days from the date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire or certified check. Under unusual circumstances, the right to redeem shares or the payment of redemption proceeds may be delayed or suspended as permitted under the Investment Company Act.
THE OPPENHEIMERFUNDS EXCHANGE PRIVILEGE. You can exchange all or part of your Fund shares for shares of the same class of other Oppenheimer funds that offer the exchange privilege. For example, you can exchange Class A shares of the Fund only for Class A shares of another fund. You can obtain a list of the Oppenheimer funds that are currently available for exchanges by calling a service representative at the telephone number on the back of this prospectus. The funds available for exchange can change from time to time. The Fund may amend, suspend or terminate the exchange privilege at any time. You will receive 60 days' notice of any material change in the exchange privilege unless applicable law allows otherwise.
The OppenheimerFunds exchange privilege affords investors the ability to switch their investments among Oppenheimer funds if their investment needs change. However, there are limits on that privilege. Frequent purchases, redemptions and exchanges of Fund shares may interfere with the Manager's ability to manage the Fund's investments efficiently, increase its transaction and administrative costs and/or affect its performance, depending on various factors, such as the size of the Fund, the nature of its investments, the amount of Fund assets a portfolio manager maintains in cash or cash equivalents, the aggregate dollar amount and the number and frequency of trades.
If large dollar amounts are involved in exchange or redemption transactions, the Fund might be required to sell portfolio securities at unfavorable times to meet those transaction requests, and the Fund's brokerage or administrative expenses might be increased. Therefore, the Manager and the Fund's Board have adopted the following policies and procedures to detect and prevent frequent and/or excessive exchanges or purchase and redemption activity, while addressing the needs of investors who seek liquidity in their investment and the ability to exchange shares as their investment needs change. There is no guarantee that those policies and procedures, described below, will be sufficient to identify and deter all excessive short-term trading.
Limitations on Frequent Exchanges
30-Day Hold. If a direct shareholder exchanges shares of another Oppenheimer fund account for shares of the Fund, his or her Fund account will be "blocked" from exchanges into any other fund for a period of 30 calendar days from the date of the exchange, subject to certain exceptions described below. Likewise, if a Fund shareholder exchanges Fund shares for shares of another eligible Oppenheimer fund, that fund account will be "blocked" from further exchanges for 30 calendar days. The block will apply to the full account balance and not just to the amount exchanged into the account. For example, if a shareholder exchanged $2,000 from one fund into another fund in which the shareholder already owned shares worth $10,000, then, following the exchange, the full account balance ($12,000 in this example) would be blocked from exchanges into another fund for a period of 30 calendar days. A shareholder whose account is registered on the Fund's books showing the name, address and tax ID number of the beneficial owner is a "direct shareholder."
Exceptions to 30-Day Hold
Limitations on Exchanges in Omnibus Accounts. If you hold your Fund shares through a financial advisor or other firm such as a broker-dealer, a bank, an insurance company separate account, an investment adviser, an administrator or a trustee of a retirement plan that holds your shares in an account under its name (these are sometimes referred to as "omnibus" or "street name" accounts), that financial intermediary may impose its own restrictions or limitations to discourage short-term or excessive trading. You should consult your financial intermediary to find out what trading restrictions, including limitations on exchanges, may apply. The Fund, the Distributor, the Manager and the Transfer Agent encourage those financial intermediaries to apply the Fund's policies to their customers who invest indirectly in the Fund. However, the Transfer Agent may not be able to detect excessive short-term trading activity in accounts maintained in "omnibus" or "street name" form where the underlying beneficial owners are not identified. The Transfer Agent will attempt to monitor overall purchase and redemption activity in those accounts to seek to identify patterns that may suggest excessive trading by the underlying owners. If evidence of possible excessive trading activity is observed by the Transfer Agent, the financial intermediary that is the registered owner will be asked to review the account activity, and to confirm to the Transfer Agent and the Fund that appropriate action has been taken to curtail any excessive trading activity.
Other Limitations on Exchanges. There are a number of other special conditions and limitations that apply to certain types of exchanges. Those conditions and circumstances are described in the section "How to Exchange Shares" in the Statement of Additional Information. For information about sales charges that may apply to exchanges of shares see the sections "Contingent Deferred Sales Charge" and "Sales Charge Waivers" above.
Requirements for Exchanges of Shares. To exchange shares of the Fund, you must meet several conditions. The Fund may amend the following requirements at any time:
Timing of Exchange Transactions. Exchanged shares are normally redeemed from one fund and the proceeds are reinvested in the fund selected for exchange on the same regular business day on which the Transfer Agent or its agent (such as a financial intermediary holding the investor's shares in an "omnibus" or "street name" account) receives an exchange request that conforms to these policies. The request must be received by the close of the NYSE that day in order to receive that day's net asset value on the exchanged shares. For requests received after the close of the NYSE the shares being exchanged will be valued at the next net asset value calculated after the request is received. The Transfer Agent may delay transmitting the proceeds from an exchange for up to five business days, however, if it determines, in its discretion, that an earlier transmittal of the redemption proceeds would be detrimental to either the fund from which shares are being exchanged or the fund into which the exchange is being made. The exchange proceeds will be invested in the new fund at the next net asset value calculated after the proceeds are received. In the event that a delay in the reinvestment of proceeds occurs, the Transfer Agent will notify you or your financial intermediary.
Taxes on Exchanges. For tax purposes, an exchange of shares of the Fund is considered a sale of those shares and a purchase of the shares of the fund into which you are exchanging. Therefore, an exchange may result in a capital gain or loss for tax purposes.
OTHER LIMITS ON SHARE TRANSACTIONS. The Fund may impose other limits on transactions that it believes would be disruptive and may refuse any purchase or exchange order.
HOW TO SUBMIT SHARE TRANSACTION REQUESTS. Share transactions may be requested by telephone or internet, in writing, through your financial advisor, or by establishing one of the Investor Services plans described below. Certain transactions may also be submitted by fax.
Internet and Telephone Transaction Requests. Purchase, redemption and exchange requests may be submitted on the OppenheimerFunds website, www.oppenheimerfunds.com. Those requests may also be made by calling the telephone number on the back cover and either speaking to a service representative or accessing PhoneLink, the OppenheimerFunds automated telephone system that enables shareholders to perform certain account transactions automatically using a touch-tone phone.
You will need to obtain a user I.D. and password to execute transactions through PhoneLink or on the internet. Some internet and telephone transactions require the Oppenheimer AccountLink feature, described below, that links your Fund account with an account at a U.S. bank or other financial institution. The Transfer Agent will record any telephone calls to verify data concerning transactions.
The following policies apply to internet and telephone transactions:
The Transfer Agent has adopted procedures to confirm that telephone and internet instructions are genuine. Callers are required to provide service representatives with tax identification numbers and other account data and PhoneLink and internet users are required to use PIN numbers. The Transfer Agent will also send you written confirmations of share transactions. The Transfer Agent and the Fund will not be liable for losses or expenses that occur from telephone or internet instructions reasonably believed to be genuine.
Telephone or internet transaction privileges may be modified, suspended or terminated by the Fund at any time. The Fund will provide you notice of such changes whenever it is required to do so by applicable law.
Purchases and Redemptions by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds wire. Redemption proceeds may also be transmitted by wire. The minimum wire purchase or redemption is $2,500. There is a $10 fee for each wire redemption request. Before sending a wire purchase, call the Distributor's Wire Department at 1.800.225.5677 to notify the Distributor of the wire and to receive further instructions. To set up wire redemptions on your account or to arrange for a wire redemption, call the Transfer Agent at the telephone number on the back of this prospectus for information.
Written Transaction Requests. You can send purchase, exchange or redemption requests to the Transfer Agent at the address on the back cover. Your request must include:
Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, certain redemption requests must be in writing and must include a signature guarantee. A notary public seal will not be accepted for these requests (other situations might also require a signature guarantee):
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a signature guarantee from a number of financial institutions, including:
Fax Requests. You may send requests for certain types of account transactions to the Transfer Agent by fax. Please call the number on the back of this prospectus for information about which transactions may be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as the written, telephone and internet requests described in this prospectus. However, requests that require a signature guarantee may not be submitted by fax.
Submitting Transaction Requests Through Your Financial Intermediary. You can submit purchase, redemption or exchange requests through any broker, dealer or other financial intermediary that has a special agreement with the Distributor. The broker, dealer or other intermediary will place the order with the Distributor on your behalf. A broker or dealer may charge a processing fee for that service. If your shares are held in the name of your financial intermediary, you must redeem them through that intermediary.
Intermediaries that perform account transactions for their clients by participating in "Networking" through the National Securities Clearing Corporation are responsible for obtaining their clients' permission to perform those transactions, and are responsible to their clients who are shareholders of the Fund if the intermediary performs any transaction erroneously or improperly.
Client Account Exchanges by Financial Intermediaries. The Fund and the Transfer Agent permit brokers, dealers and other financial intermediaries to submit exchange requests on behalf of their customers, unless that authority has been revoked. The Fund or the Transfer Agent may limit or refuse exchange requests submitted by such financial intermediaries if, in the Transfer Agent's judgment, exercised in its discretion, the exchanges would be disruptive to any of the funds involved in the transaction.
INVESTMENT PLANS AND SERVICES
AccountLink. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or other financial institution that is an Automated Clearing House (ACH) member. AccountLink lets you:
AccountLink privileges should be requested on your account application or on your broker-dealer's settlement instructions if you buy your shares through a broker-dealer. For an established account, you can request AccountLink privileges by sending signature-guaranteed instructions and proper documentation to the Transfer Agent. AccountLink privileges will apply to each shareholder listed in the registration on the account as well as to the financial intermediary's representative of record unless and until the Transfer Agent terminates or receives written instructions terminating or changing those privileges. After you establish AccountLink for your account, any change you make to your bank account information must be made by signature-guaranteed instructions to the Transfer Agent signed by all shareholders on the account. Please call the Transfer Agent for more information.
Asset Builder Plan. Under an Asset Builder Plan, you may purchase shares of the Fund automatically. An Asset Builder Plan is available only if you have established AccountLink with a bank or other financial institution. Payments to purchase Fund shares will be debited from your linked account.
To establish an Asset Builder Plan at the time you initially purchase Fund shares, complete the "Asset Builder Plan" information on the account application. To add an Asset Builder Plan to an existing account, use the Asset Builder Enrollment Form. You may change the amount of your Asset Builder payment or you can terminate your automatic investments at any time by writing to the Transfer Agent. The Transfer Agent requires a reasonable period (approximately 10 days) after receipt of your instructions to implement the requested changes. For more details, see the account application, the Asset Builder Enrollment Form and the Statement of Additional Information. Those documents are available by contacting the Distributor or may be downloaded from our website at www.oppenheimerfunds.com. The Fund reserves the right to amend, suspend or discontinue offering Asset Builder Plans at any time without prior notice.
Automatic Redemption and Exchange Plans. The Fund has several plans that enable you to redeem shares automatically or exchange them for shares of another Oppenheimer fund on a regular basis. Please call the Transfer Agent or consult the Statement of Additional Information for details.
Retirement Plans. The Distributor offers a number of different retirement plans that individuals and employers can use. The procedures for buying, selling, exchanging and transferring shares, and the account features applicable to other share classes, generally do not apply to Class N shares offered through a group retirement plan. However, the time that transaction requests must be received in order to purchase, redeem or exchange shares at the net asset value calculated on any business day is the same for all share classes. Purchase, redemption, exchange and transfer requests for a group retirement plan must be submitted by the plan administrator, not by plan participants. Retirement plans that hold shares of Oppenheimer funds in an omnibus account for the benefit of plan participants (other than OppenheimerFunds-sponsored Single DB Plus plans) are not permitted to make initial purchases of Class A shares that would be subject to a contingent deferred sales charge. Class B shares are not offered to new omnibus group retirement plans. The types of retirement plans that the Distributor offers include:
Retirement Plan Accounts. To open an OppenheimerFunds retirement plan account, please call the Distributor for retirement plan documents, which include applications and important plan information.
Less Paper, Less Waste. To avoid sending duplicate copies of Fund materials to households, the Fund will mail only one copy of each prospectus, annual and semi-annual report and annual notice of the Fund's privacy policy to shareholders having the same last name and address on the Fund's records. The consolidation of these mailings, called "householding," benefits the Fund through lower printing costs and reduced mailing expense.
If you prefer to receive multiple copies of these materials, you may call the Transfer Agent at the number on the back of this prospectus or you may notify the Transfer Agent in writing. Multiple copies of prospectuses, reports and privacy notices will be sent to you commencing within 30 days after the Transfer Agent receives your request to stop householding.
DISTRIBUTION AND SERVICE (12b-1) PLANS
Distribution and Service Plan for Class A Shares. The Fund has adopted a Distribution and Service Plan for Class A shares. The plan provides for the Fund to pay the Distributor an asset-based sales charge calculated at an annual rate of 0.25% of the daily net assets of Class A. However, the Fund's Board has currently set that rate at zero. The Fund pays a service fee under the plan calculated at an annual rate of 0.25% of the Class A daily net assets. The Distributor currently uses all of the Class A service fees to pay brokers, dealers, banks and other financial intermediaries for providing personal service and maintaining the accounts of their customers that hold Class A shares. Because the service fee is paid out of the Fund's assets on an ongoing basis, over time it will increase the cost of your investment.
Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to pay the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the plans, the Fund pays the Distributor an asset-based sales charge for Class B and Class C shares calculated at an annual rate of 0.75% of the daily net assets of those classes and for Class N shares calculated at 0.25% of the daily net assets of that class. The Fund also pays a service fee under the plans at an annual rate of 0.25% of the daily net assets of Class B, Class C and Class N. Altogether, these fees increase the Class B and Class C annual expenses by 1.00% and increase the Class N annual expenses by 0.50%, calculated on the daily net assets of the applicable class. Because these fees are paid out of the Fund's assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than other types of sales charges.
Use of Plan Fees: The Distributor uses the service fees to compensate brokers, dealers, banks and other financial intermediaries for maintaining accounts and providing personal services to Class B, Class C or Class N shareholders in the applicable share class. The Distributor normally pays intermediaries the 0.25% service fee in advance for the first year after shares are purchased and then pays that fee periodically.
Class B Shares: The Distributor currently pays a sales concession of 3.75% of the purchase price of Class B shares to dealers from its own resources at the time of sale. Including the advance of the service fee, the total amount paid by the Distributor to the dealer at the time of sale of Class B shares is therefore 4.00% of the purchase price. The Distributor normally retains the Class B asset-based sales charge. However, for ongoing purchases of Class B shares by certain retirement plans, the Distributor may pay the intermediary the asset-based sales charge and service fee during the first year after purchase instead of paying a sales concession and the first year's service fees at the time of purchase. See the Statement of Additional Information for exceptions.
Class C Shares: At the time of a Class C share purchase, the Distributor generally pays financial intermediaries a sales concession of 0.75% of the purchase price from its own resources. Therefore, the total amount, including the advance of the service fee, that the Distributor pays the intermediary at the time of a Class C share purchase is 1.00% of the purchase price. The Distributor normally retains the asset-based sales charge on Class C share purchases during the first year and then pays that fee to the intermediary as an ongoing concession. For Class C share purchases in certain omnibus group retirement plans or through the OppenheimerFunds Record(k)eeper Pro program, the Distributor pays the intermediary the asset-based sales charge during the first year instead of paying a sales concession at the time of purchase. The Distributor pays the service fees it receives on those shares to the intermediary or to FASCore, LLC for providing shareholder services to those accounts. See the Statement of Additional Information for exceptions to these arrangements.
Class N Shares: At the time of a Class N share purchase, the Distributor generally pays financial intermediaries a sales concession of 0.75% of the purchase price from its own resources. Therefore, the total amount, including the advance of the service fee, that the Distributor pays the intermediary at the time of a Class N purchase is 1.00% of the purchase price. The Distributor normally retains the asset-based sales charge on Class N shares. For Class N shares purchased in certain omnibus group retirement plans the Distributor may pay the intermediary the asset-based sales charge and service fee during the first year instead of paying a sales concession and the first year's service fees at the time of purchase. See the Statement of Additional Information for exceptions to these arrangements.
PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager and the Distributor, in their discretion, may also make payments to brokers, dealers and other financial intermediaries or to service providers for distribution and/or shareholder servicing activities. Those payments are made out of the Manager's and/or the Distributor's own resources and/or assets, including from the revenues or profits derived from the advisory fees the Manager receives from the Fund. Those cash payments, which may be substantial, are paid to many firms having business relationships with the Manager and Distributor and are in addition to any distribution fees, servicing fees, or transfer agency fees paid directly or indirectly by the Fund to these financial intermediaries and any commissions the Distributor pays to these firms out of the sales charges paid by investors. Payments by the Manager or Distributor from their own resources are not reflected in the tables in the "Fees and Expenses of the Fund" section of this prospectus because they are not paid by the Fund.
The financial intermediaries that may receive those payments include firms that offer and sell Fund shares to their clients, or provide shareholder services to the Fund, or both, and receive compensation for those activities. The financial intermediaries that may receive payments include your securities broker, dealer or financial advisor, sponsors of fund "supermarkets," sponsors of fee-based advisory or wrap fee programs, sponsors of college and retirement savings programs, banks, trust companies and other intermediaries offering products that hold Fund shares, and insurance companies that offer variable annuity or variable life insurance products.
In general, these payments to financial intermediaries can be categorized as "distribution-related" or "servicing" payments. Payments for distribution-related expenses, such as marketing or promotional expenses, are often referred to as "revenue sharing." Revenue sharing payments may be made on the basis of the sales of shares attributable to that intermediary, the average net assets of the Fund and other Oppenheimer funds attributable to the accounts of that intermediary and its clients, negotiated lump sum payments for distribution services provided, or similar fees. In some circumstances, revenue sharing payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Fund or other Oppenheimer funds to its customers. These payments also may give an intermediary an incentive to cooperate with the Distributor's marketing efforts. A revenue sharing payment may, for example, qualify the Fund for preferred status with the intermediary receiving the payment or provide representatives of the Distributor with access to representatives of the intermediary's sales force, in some cases on a preferential basis over funds of competitors. Additionally, as firm support, the Manager or Distributor may reimburse expenses related to educational seminars and "due diligence" or training meetings (to the extent permitted by applicable laws or the rules of the Financial Industry Regulatory Authority ("FINRA")) designed to increase sales representatives' awareness about Oppenheimer funds, including travel and lodging expenditures. However, the Manager does not consider a financial intermediary's sale of shares of the Fund or other Oppenheimer funds when selecting brokers or dealers to effect portfolio transactions for the funds.
Various factors are used to determine whether to make revenue sharing payments. Possible considerations include, without limitation, the types of services provided by the intermediary, sales of Fund shares, the redemption rates on accounts of clients of the intermediary or overall asset levels of Oppenheimer funds held for or by clients of the intermediary, the willingness of the intermediary to allow the Distributor to provide educational and training support for the intermediary's sales personnel relating to the Oppenheimer funds, the availability of the Oppenheimer funds on the intermediary's sales system, as well as the overall quality of the services provided by the intermediary and the Manager or Distributor's relationship with the intermediary. The Manager and Distributor have adopted guidelines for assessing and implementing each prospective revenue sharing arrangement. To the extent that financial intermediaries receiving distribution-related payments from the Manager or Distributor sell more shares of the Oppenheimer funds or retain more shares of the funds in their client accounts, the Manager and Distributor benefit from the incremental management and other fees they receive with respect to those assets.
Payments may also be made by the Manager, the Distributor or the Transfer Agent to financial intermediaries to compensate or reimburse them for administrative or other client services provided such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder services. Payments may also be made for administrative services related to the distribution of Fund shares through the intermediary. Firms that may receive servicing fees include retirement plan administrators, qualified tuition program sponsors, banks and trust companies, and others. These fees may be used by the service provider to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as retirement plans.
The Statement of Additional Information contains more information about revenue sharing and service payments made by the Manager or the Distributor. Your broker, dealer or other financial intermediary may charge you fees or commissions in addition to those disclosed in this prospectus. You should ask your financial intermediary for details about any such payments it receives from the Manager or the Distributor and their affiliates, or any other fees or expenses it charges.
Dividends, Capital Gains and Taxes
DIVIDENDS AND DISTRIBUTIONS. The Fund intends to declare and pay dividends quarterly from its net investment income. The Fund may also realize capital gains on the sale of portfolio securities, in which case it may make distributions out of any net short-term or long-term capital gains annually. The Fund may also make supplemental distributions of dividends and capital gains following the end of its fiscal year. The Fund has no fixed dividend rate and cannot guarantee that it will pay any dividends or capital gains distributions in a particular year.
Dividends and distributions are paid separately for each share class. The dividends and capital gains distributions paid on Class A and Class Y shares will generally be higher than those on Class B, Class C and Class N shares, since those classes normally have higher expenses than Class A and Class Y.
Options for Receiving Dividends and Distributions. When you open your Fund account, you can specify on your application how you want to receive distributions of dividends and capital gains. To change that option, you must notify the Transfer Agent. There are four payment options available:
TAXES. If your shares are not held in a tax-deferred retirement account, you should be aware of the following tax consequences of investing in the Fund. Fund distributions, whether taken in cash or in additional shares, are subject to Federal income tax and may be subject to state or local taxes. Distributions paid from short-term capital gains and net investment income are taxable as ordinary income and distributions from net long-term capital gains are taxable as long-term capital gains no matter how long you have held your shares. In taxable years beginning before 2011, long-term capital gains of individuals and other non-corporate taxpayers are taxed at a special reduced rate.
In the case of individuals and other non-corporate taxpayers, for taxable years beginning before 2011, certain dividends (including certain dividends from foreign corporations) are taxable at the lower rate applicable to long-term capital gains. In the case of certain corporations, some dividends are eligible for the dividends-received deduction. To the extent the Fund's distributions are paid from these types of dividends, and provided certain other shareholder level requirements are satisfied, the Fund's individual and non-corporate shareholders will be eligible to claim the reduced tax rate for the distributions and the Fund's corporate shareholders will be eligible to claim the dividends-received deduction.
Foreign countries may impose withholding and other taxes on the Fund's dividend and interest income. Provided that at the end of the fiscal year more than 50% of the Fund's assets are invested in stocks and securities of foreign corporations or governments, the Fund may make an election under the Internal Revenue Code allowing shareholders to take a credit or deduction on their Federal income tax returns for the foreign taxes paid by the Fund.
After the end of each calendar year the Fund will send you and the Internal Revenue Service statements showing the amount of any taxable distributions you received in the previous year and will separately identify any portion of these distributions that qualify for taxation as long-term capital gains or for any other special tax treatment.
The Fund has qualified and intends to qualify each year to be taxed as a regulated investment company under the Internal Revenue Code by satisfying certain income, asset diversification and income distribution requirements, but reserves the right not to so qualify. In each year that it qualifies as a regulated investment company, the Fund will not be subject to federal income taxes on its income that it distributes to shareholders.
If you are neither a lawful permanent resident nor a citizen of the United States, or if you are a foreign entity, the Fund's ordinary income dividends (which include distributions of net short-term capital gain) generally will be subject to a 30% U.S. withholding tax, unless a lower rate applies under an income tax treaty. For the Fund's taxable year beginning November 1, 2009, certain distributions that are designated by the Fund as interest-related dividends or short-term gain dividends and paid to a foreign shareholder may be eligible for an exemption from U.S. withholding tax. To the extent the Fund's distributions are derived from dividends, they will not be eligible for this exemption.
By law, your dividends and redemption proceeds will be subject to a withholding tax if you are not a corporation and have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.
Avoid "Buying a Distribution." If you buy shares on or just before the ex-dividend date, or just before the Fund declares a capital gains distribution, you will pay the full price for the shares and then receive a portion of the price back as a taxable dividend or capital gain.
Remember, There May be Taxes on Transactions. Because the Fund's share prices fluctuate, you may have a capital gain or loss when you sell or exchange your shares. A capital gain or loss is the difference between the price you paid for the shares and the price you receive when you sell or exchange them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be considered a non-taxable return of capital to shareholders, resulting in a reduction in the basis in their shares. If this occurs, the Fund will notify you.
This information is only a summary of certain Federal income tax information about your investment. You are encouraged to consult your tax adviser about the effect of an investment in the Fund on your particular tax situation and about any changes to the Internal Revenue Code that may occur from time to time. Additional information about the tax effects of investing in the Fund is contained in the Statement of Additional Information.
The Financial Highlights Table is presented to help you understand the Fund's financial performance for the past five fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by KPMG LLP, the Fund's independent registered public accounting firm, whose report, along with the Fund's financial statements, is included in the Statement of Additional Information, which is available upon request.
FINANCIAL HIGHLIGHTS
Class A Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $15.65 | $29.86 | $29.15 | $27.34 | $26.89 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | .70 | .63 | .20 | .09 | (.05) |
Net realized and unrealized gain (loss) | 3.62 | (10.24) | 2.67 | 4.61 | 2.58 |
Total from investment operations | 4.32 | (9.61) | 2.87 | 4.70 | 2.53 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (.74) | (.62) | (.03) | -- | -- |
Distributions from net realized gain | -- | (3.98) | (2.13) | (2.89) | (2.08) |
Total dividends and/or distributions to shareholders | (.74) | (4.60) | (2.16) | (2.89) | (2.08) |
Net asset value, end of period | $19.23 | $15.65 | $29.86 | $29.15 | $27.34 |
Total Return, at Net Asset Value2 | 28.82% | (37.27)% | 10.43% | 18.43% | 9.80% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $323,033 | $199,650 | $362,740 | $382,512 | $339,703 |
Average net assets (in thousands) | $225,561 | $292,638 | $370,916 | $369,074 | $309,617 |
Ratios to average net assets:3 | |||||
Net investment income (loss) | 4.29% | 2.85% | 0.68% | 0.32% | (0.19)% |
Total expenses | 1.36%4 | 1.25%4 | 1.28%4 | 1.29% | 1.34% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.36% | 1.25% | 1.28% | 1.28% | 1.34% |
Portfolio turnover rate | 105% | 78% | 124% | 56% | 89% |
Class B Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $13.63 | $26.48 | $26.27 | $25.11 | $25.07 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | .50 | .38 | (.05) | (.14) | (.28) |
Net realized and unrealized gain (loss) | 3.11 | (8.95) | 2.39 | 4.19 | 2.40 |
Total from investment operations | 3.61 | (8.57) | 2.34 | 4.05 | 2.12 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (.63) | (.30) | -- | -- | -- |
Distributions from net realized gain | -- | (3.98) | (2.13) | (2.89) | (2.08) |
Total dividends and/or distributions to shareholders | (.63) | (4.28) | (2.13) | (2.89) | (2.08) |
Net asset value, end of period | $16.61 | $13.63 | $26.48 | $26.27 | $25.11 |
Total Return, at Net Asset Value2 | 27.69% | (37.81)% | 9.46% | 17.37% | 8.81% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $31,723 | $24,862 | $60,106 | $76,583 | $74,004 |
Average net assets (in thousands) | $24,503 | $42,007 | $72,568 | $76,606 | $73,417 |
Ratios to average net assets:3 | |||||
Net investment income (loss) | 3.57% | 1.94% | (0.21)% | (0.58)% | (1.10)% |
Total expenses | 2.48%4 | 2.14%4 | 2.16%4 | 2.19% | 2.25% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 2.22% | 2.14% | 2.16% | 2.19% | 2.25% |
Portfolio turnover rate | 105% | 78% | 124% | 56% | 89% |
Class C Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $13.66 | $26.54 | $26.31 | $25.14 | $25.10 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | .50 | .39 | (.04) | (.14) | (.27) |
Net realized and unrealized gain (loss) | 3.13 | (8.99) | 2.40 | 4.20 | 2.39 |
Total from investment operations | 3.63 | (8.60) | 2.36 | 4.06 | 2.12 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (.64) | (.30) | -- | -- | -- |
Distributions from net realized gain | -- | (3.98) | (2.13) | (2.89) | (2.08) |
Total dividends and/or distributions to shareholders | (.64) | (4.28) | (2.13) | (2.89) | (2.08) |
Net asset value, end of period | $16.65 | $13.66 | $26.54 | $26.31 | $25.14 |
Total Return, at Net Asset Value2 | 27.77% | (37.83)% | 9.53% | 17.39% | 8.80% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $44,774 | $29,599 | $56,130 | $54,971 | $46,560 |
Average net assets (in thousands) | $32,357 | $43,817 | $56,496 | $51,822 | $42,635 |
Ratios to average net assets:3 | |||||
Net investment income (loss) | 3.53% | 1.98% | (0.17)% | (0.57)% | (1.09)% |
Total expenses | 2.28%4 | 2.12%4 | 2.13%4 | 2.17% | 2.24% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 2.17% | 2.11% | 2.13% | 2.17% | 2.24% |
Portfolio turnover rate | 105% | 78% | 124% | 56% | 89% |
Class N Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $15.24 | $29.09 | $28.52 | $26.91 | $26.61 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | .64 | .54 | .08 | (.03) | (.16) |
Net realized and unrealized gain (loss) | 3.51 | (9.97) | 2.62 | 4.53 | 2.54 |
Total from investment operations | 4.15 | (9.43) | 2.70 | 4.50 | 2.38 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (.69) | (.44) | -- | -- | -- |
Distributions from net realized gain | -- | (3.98) | (2.13) | (2.89) | (2.08) |
Total dividends and/or distributions to shareholders | (.69) | (4.42) | (2.13) | (2.89) | (2.08) |
Net asset value, end of period | $18.70 | $15.24 | $29.09 | $28.52 | $26.91 |
Total Return, at Net Asset Value2 | 28.40% | (37.48)% | 10.02% | 17.93% | 9.31% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $12,966 | $10,023 | $19,340 | $19,013 | $16,451 |
Average net assets (in thousands) | $ 9,706 | $15,221 | $19,387 | $17,985 | $13,849 |
Ratios to average net assets:3 | |||||
Net investment income (loss) | 4.08% | 2.47% | 0.29% | (0.12)% | (0.61)% |
Total expenses | 2.36%4 | 1.87%4 | 1.91%4 | 1.90% | 2.08% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.67% | 1.63% | 1.67% | 1.72% | 1.76% |
Portfolio turnover rate | 105% | 78% | 124% | 56% | 89% |
INFORMATION AND SERVICES
STATEMENT OF ADDITIONAL INFORMATION. This document includes additional information about the Fund's investment policies, risks, and operations. It is incorporated by reference into this prospectus (it is legally part of this prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS. The Fund's Annual and Semi-Annual Reports provide additional information about the Fund's investments and performance. The Annual Report includes a discussion of market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.
How to Request More Information
You can request the above documents, the notice explaining the Fund's privacy policy, and other information about the Fund, without charge, by:
Telephone: | Call OppenheimerFunds Services toll-free: 1.800.CALL OPP (225.5677) | |
Mail: | Use the following address for regular mail: OppenheimerFunds Services P.O. Box 5270 Denver, Colorado 80217-5270 |
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Use the following address for courier or express mail: OppenheimerFunds Services 12100 East Iliff Avenue Suite 300 Aurora, Colorado 80014 |
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Internet: | You may request documents, and read or download certain documents at www.oppenheimerfunds.com |
Information about the Fund including the Statement of Additional Information can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1.202.551.8090. Reports and other information about the Fund are available on the EDGAR database on the SEC's website at www.sec.gov. Copies may be obtained after payment of a duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-1520.
No one has been authorized to provide any information about the Fund or to make any representations about the Fund other than what is contained in this prospectus. This prospectus is not an offer to sell shares of the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other jurisdiction where it is unlawful to make such an offer.
The Fund's SEC File No.: 811-04797 SP0835.001.0210 |
Oppenheimer |
Equity Income Fund, Inc. |
NYSE Ticker Symbols | |
Class A | OAEIX |
Class B | OBEIX |
Class C | OCEIX |
Class N | ONEIX |
February 26, 2010 |
Statement of Additional Information |
This document contains additional information about the Fund and supplements information in the Fund's prospectus dated February 26, 2010 (the "Prospectus"). |
This Statement of Additional Information ("SAI") is not a prospectus. It should be read together with the Prospectus, which may be obtained by writing to the Fund's transfer agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling the transfer agent at the toll-free number shown below, or by downloading it from the OppenheimerFunds website at www.oppenheimerfunds.com. |
Oppenheimer Equity Income Fund, Inc. |
6803 South Tucson Way, Centennial, Colorado 80112-3924 1.800.CALL OPP (225.5677) |
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Additional Information About the Fund's Investment Policies and Risks |
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To Summary Prospectus
Additional Information About the Fund's Investment Policies and Risks
The investment objective, the principal investment policies and the main risks of the Fund are described in the Prospectus. This SAI contains supplemental information about those policies and risks and the types of securities in which the Fund can invest. Additional information is also provided about the strategies that the Fund may use to try to achieve its investment objective.
The composition of the Fund's portfolio and the techniques and strategies that the Fund uses in selecting portfolio securities may vary over time. The Fund is not required to use all of the investment techniques and strategies described below in seeking its investment objective. It may use some of the investment techniques and strategies only at some times or it may not use them at all.
The Fund's Main Investment Policies
The composition of the Fund's portfolio and the techniques and strategies that the Fund's Manager may use in selecting portfolio securities will vary over time. The Fund is not required to use all of the investment techniques and strategies described below in seeking its objective. It may use some of the special investment techniques and strategies at some times or not at all.
In selecting securities for the Fund's portfolio, the Manager evaluates the merits of particular securities primarily through the exercise of its own investment analysis. For example, with respect to inflation-indexed government bonds, that process may include, among other things, evaluation of the government's economic and monetary policy, the country's economic condition, and current inflation and interest rates.
Investments in Equity Securities. Equity securities include common stock, preferred stock, rights and warrants, and securities convertible into common stock. The Fund does not limit its investments in equity securities to issuers having a market capitalization of a specified size or range, and therefore may invest in securities of small-, mid- and large-sized issuers. At times, the Fund may focus its equity investments in securities of one or more capitalization ranges, based on the Manager's judgment of where the best market opportunities are and whether the market favors or disfavors securities of issuers of a particular capitalization range. Securities of smaller-sized issuers generally may be subject to greater price volatility than securities of larger companies. If the Fund focuses on investments in smaller-sized companies, the Fund's share prices may fluctuate more than those of funds focusing on larger issuers.
Value Investing. A value investing approach seeks stocks and other equity securities that appear to be temporarily undervalued by various measures such as price/earnings ratios. Value investing looks for securities with low prices in relation to their real worth or future prospects in the hope that the prices will rise when other investors realize the intrinsic value of the securities.
Value investing uses research into an issuer's underlying financial condition and prospects to identify potential investments. Some of the criteria that may be used are:
Convertible Preferred Stock. Preferred stocks are equity securities that have a specified dividend rate, payable from the company's earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. "Cumulative" dividend provisions require that all, or a portion of, the specified dividends must be paid to the holders of the preferred stock before the issuer can pay dividends on its common stock. Holders of "participating" preferred stock may be entitled to a larger dividend than the stated dividend in certain cases. "Auction rate" preferred stock has a dividend rate that is set by a Dutch auction process.
Convertible preferred stock may have a call provision that allows the issuer to redeem the security. Typically these stocks may only be converted to common stock by the holder after a three-year period but are callable by the issuer at any time. A call provision may limit the opportunity for increases in a preferred stock's price when interest rates fall and the values of outstanding preferred stocks generally rise. If the market value of the issuer's common stock increases to the call price or above, the issuer would usually redeem the preferred stock at the call price. Preferred stocks rank ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy.
Rights and Warrants. Rights and warrants may be purchased directly or may be acquired as part of other securities. Warrants are options to purchase equity securities at a specific price during a specific period of time. The price of a warrant does not necessarily move parallel to the price of the underlying security and is generally more volatile than the price of the underlying security. Rights are similar to warrants, but normally have a shorter duration. The market for rights or warrants may be very limited and it may be difficult to sell them promptly at an acceptable price. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
The Fund will not invest more than 5% of its net assets in warrants. That limit does not apply to warrants that have been acquired in units or attached to other securities.
Convertible Securities. Convertible securities are debt securities or preferred stocks that are convertible into the issuer's common stock or other equity securities. While many convertible securities are considered to be mainly debt securities, certain convertible securities are regarded more as "equity equivalents" because of their conversion feature. 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 investment value exceeds its conversion value, the security will behave more like a debt security, and the security's price will likely increase when interest rates fall and decrease when interest rates rise. If its conversion value exceeds its investment value, the security will behave more like an equity security. In that case its price will tend to fluctuate with the price of the
underlying common stock or other security.
Convertible debt securities, like other debt securities, are subject to credit risk and interest rate risk. Convertible securities rank senior to common stock in a corporation's capital structure and therefore are subject to less risk than common stock in case of an issuer's bankruptcy or liquidation.
For convertible securities that are considered to be "equity equivalents," their credit quality generally has less impact on the security's value than in the case of non-convertible debt securities. To determine whether convertible securities should be regarded as "equity equivalents," the Manager may consider a number of factors, including:
Debt Securities. Although the Fund invests mainly in equity securities, it can also invest in bonds, debentures and other debt securities. In general, debt securities are subject to credit risk and interest rate risk.
It is not anticipated that more than 25% of the Fund's total assets will be invested in debt securities under normal market conditions.
U.S. Government Securities. Securities issued by the U.S. Treasury are backed by the full faith and credit of the U.S. Government and are subject to relatively little credit risk. Obligations of U.S. Government agencies or instrumentalities (including mortgage-backed securities) may be guaranteed or supported by the "full faith and credit" of the United States or may be backed by the right of the issuer to borrow from the U.S. Treasury or by the discretionary authority of the U.S. Government to purchase the agencies' obligations. Others are supported only by the credit of the instrumentality. "Full faith and credit" means that the taxing power of the U.S. Government is pledged to the payment of interest and repayment of principal on a security. If a security is not backed by the full faith and credit of the United States, the owner of the security must look principally to the agency issuing the obligation for repayment.
Special Risks of Lower-Grade Securities. Lower-grade securities are subject to special credit risks including that:
To the extent they can be converted into stock, lower-grade convertible securities may be less subject to some risks of lower-grade non-convertible debt securities.
Money Market Instruments. The following is a brief description of the types of money market securities the Fund can invest in. Money market securities are high-quality, short-term debt instruments that may be issued by the U.S. Government, corporations, banks or other entities. They may have fixed, variable or floating interest rates.
Bank Obligations. Bank obligations include time deposits, certificates of deposit, bankers' acceptances and other bank obligations that are fully insured by the Federal Deposit Insurance Corporation ("FDIC"). The FDIC currently insures the deposits of member banks up to $250,000 per account. Bank obligations also include obligations issued or guaranteed by a domestic bank (including a foreign branch of a domestic bank) having total assets of at least U.S. $1 billion, or obligations of a foreign bank with total assets of at least U.S. $1 billion. Those banks may include commercial banks, savings banks, and savings and loan associations that may or may not be members of the FDIC.
Time deposits are non-negotiable deposits in a bank for a specified period of time at a stated interest rate. Time deposits may be subject to withdrawal notices and penalties.
Bankers' acceptances are marketable short-term credit instruments used to finance the import, export, transfer or storage of goods. They are deemed "accepted" when a bank guarantees their payment at maturity.
Bank obligations may have a limited market and may be deemed "illiquid" unless the obligation, including principal amount plus accrued interest, is payable within seven days after demand. Time deposits that are subject to withdrawal notices and penalties, other than those maturing in seven days or less, are also considered illiquid investments.
Commercial Paper. Commercial paper is short-term, unsecured, promissory notes of domestic or foreign companies that is rated in the three top rating categories of a nationally recognized statistical rating organization.
The Fund can invest in commercial paper if it is rated within the top two rating categories of Standard & Poor's and Moody's. If the paper is not rated, it may be purchased if issued by a company having a credit rating of at least "AA" by Standard & Poor's or "Aa" by Moody's.
The Fund can buy commercial paper, including U.S. dollar-denominated securities of foreign branches of U.S. banks, issued by other entities if the commercial paper is guaranteed as to principal and interest by a bank, government or corporation whose certificates of deposit or commercial paper may otherwise be purchased by the Fund.
Variable Amount Master Demand Notes. Master demand notes are direct arrangements of obligations, between a lender and a corporate borrower, that permit the investment of fluctuating amounts of money at varying rates of interest. They permit daily changes in the amounts borrowed. The lender has the right to increase or decrease the amount it lends under the note at any time, up to the full amount provided by the note agreement. The borrower may prepay up to the full amount of the note without penalty. These notes may or may not be backed by bank letters of credit.
These notes are direct lending arrangements between the lender and borrower and there is no secondary market for them. The principal plus accrued interest is redeemable at any time, however. This right to redeem the notes depends on the ability of the borrower to make the specified payments on demand. The Manager will consider the earning power, cash flow and other liquidity ratios of an issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously. Investments in master demand notes are subject to the limitation on investments in illiquid securities.
The Fund does not currently intend to invest more than 5% of its total assets in variable amount master demand notes. The Fund has no limitations on the type of issuer from whom these notes will be purchased.
Publicly Traded Partnerships; Master Limited Partnerships. The Fund may invest in publicly traded limited partnerships such as master limited partnerships ("MLPs"). MLPs issue units that are registered with the Securities and Exchange Commission (the "SEC") and are freely tradable on a securities exchange or in the over-the-counter market. An MLP may have one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. The general partner or partners are jointly and severally responsible for the liabilities of the MLP. The Fund invests as a limited partner, and normally would not be liable for the debts of an MLP beyond the amounts the Fund has contributed but it would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances, creditors of an MLP would have the right to seek a return of capital that had been distributed to a limited partner. This right of an MLP's creditors would continue even after the Fund had sold its investment in the partnership. MLPs typically invest in real estate, oil and gas and equipment leasing assets, but they also finance entertainment, research and development, and other projects.
The Fund currently invests in MLPs that are taxed as corporations for United States federal tax purposes and that make distributions in additional shares rather than cash. Because these distributions of additional shares will be made proportionately to all owners of shares, the receipt of these additional shares will not be included in the gross income of an owner of shares for United States federal income tax purposes. When the Fund as an owner of the shares of such an MLP receives additional shares, it will be required to allocate its tax basis in its shares of the MLP equally between shares that the Fund already owns and the new additional shares received. Gain or loss recognized by the Fund as an owner of shares, on the sale or other disposition of a share will generally be taxable as capital gain or loss.
As a regulated investment company, the Fund is required to derive at least 90% of its gross income for every taxable year from qualifying income. As an owner of shares of an MLP, the Fund will not report on its United States federal income tax return any of an MLP's items of income, gain, loss and deduction. Thus, ownership of shares by the Fund will not result in income which is not qualifying income to the fund that elects to qualify as a regulated investment company for federal tax purposes. Furthermore, any gain from the sale or other disposition of the shares of an MLP that the Fund owns, and the associated purchase rights, will qualify for purposes of that 90% test. Finally, shares, and the associated purchase rights, will constitute qualifying assets to mutual funds which also must own at least 50% qualifying assets at the end of each quarter.
Foreign Securities. Foreign securities include equity and debt securities of companies organized under the laws of countries other than the United States and debt securities issued or guaranteed by foreign governmental or by supra-national entities. They may also include securities of companies (including those that are located in the U.S. or organized under U.S. law) that derive a significant portion of their revenue or profits from foreign businesses, investments or sales, or that have a significant portion of their assets abroad. Securities denominated in foreign currencies issued by U.S. companies may also be considered to be "foreign securities." Securities of foreign issuers that are represented by American Depository Receipts or that are listed on a U.S. securities exchange or traded in the U.S. over-the-counter markets may not be considered "foreign securities" because they are not subject to many of the special considerations and risks that apply to foreign securities held and traded abroad. Foreign securities may be traded on foreign securities exchanges or in foreign over-the-counter markets.
Investing in foreign securities offers potential benefits that are not available from investing only in the securities of U.S. issuers. Those benefits include the opportunity to invest in a wider range of issuers, in countries with economic policies or business cycles that differ from those in the U.S. and in markets that often do not move parallel to U.S. markets. Because of these features, foreign investments may reduce portfolio volatility.
The percentage of assets allocated to foreign securities may vary over time depending on a number of factors including the relative yields of foreign and U.S. securities, the economies of foreign countries, the condition of foreign financial markets, the interest rate climate in particular foreign countries, and the relationship of foreign currencies to the U.S. dollar. The Manager may analyze fundamental economic criteria, for example: relative inflation levels and trends, growth rate forecasts, balance of payments status, interest rates, market conditions, currency values, trade barriers, social and political factors, and economic policies.
The Fund will hold foreign currency only in connection with the purchase or sale of foreign securities.
Foreign Debt Obligations. The Fund may buy debt obligations of foreign governments and corporations. These securities may or may not be supported by the full faith and credit of the foreign government. The Fund may buy securities issued by certain supra-national entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (commonly called the "World Bank"), the Asian Development Bank and the Inter-American Development Bank.
The governmental members of these supra-national entities are "stockholders" that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity's lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.
Risks of Foreign Investing. Investments in foreign securities present special risks and considerations not usually associated with investments in U.S. securities. Those may include:
Foreign securities are often denominated in currencies other than the U.S. dollar, which means that changes in the currency exchange rate will affect the value of those securities. Generally, when the U.S. dollar increases in value against a foreign currency, a security denominated in that currency is worth less in U.S. dollars and when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency is worth more in U.S. dollars.
In the past, government policies have discouraged investments in certain foreign countries through economic sanctions, trade restrictions, taxation or other government actions. It is possible that such policies could be implemented in the future.
Special Risks of Developing and Emerging Markets. Emerging and developing markets may offer special opportunities for investing but also have greater risks than more mature foreign markets. Emerging and developing countries may be subject to greater political, social and economic instability; have high inflation rates; experience unfavorable diplomatic developments; have less liquid securities markets with greater price volatility; have additional delays in the settlement of securities transactions; impose exchange controls; impose differential taxes on foreign investors; have a higher possibility of confiscatory taxes or the expropriation of assets; impose restrictions on direct investments or investments in issuers in particular industries; and lack developed legal or regulatory systems.
Loans of Portfolio Securities. Securities lending pursuant to a Securities Lending Agency Agreement (the "Securities Lending Agreement") with Goldman Sachs Bank USA, doing business as Goldman Sachs Agency Lending ("Goldman Sachs"), may be used to attempt to increase income. Loans of portfolio securities are subject to the restrictions stated in the Prospectus and must comply with all applicable regulations and with the Fund's Securities Lending Procedures adopted by the Board. The terms of any loans must also meet applicable tests under the Internal Revenue Code.
There are certain risks in connection with securities lending, including possible delays in receiving additional collateral to secure a loan, or a delay or expenses in recovery of the loaned securities. Goldman Sachs has agreed, in general, to guarantee the obligations of borrowers to return loaned securities and to be responsible for certain expenses relating to securities lending. Under the Securities Lending Agreement, the Fund's securities lending procedures and applicable regulatory requirements (which are subject to change), the Fund must receive collateral from the borrower consisting of cash, bank letters of credit or securities of the U.S. Government (or its agencies or instrumentalities). On each business day, the amount of collateral that the Fund has received must at least equal the value of the loaned securities. If the Fund receives cash collateral from the borrower, the Fund may invest that cash in certain high quality, short-term investments, including money market funds advised by the Manager, as specified in its securities lending procedures. The Fund will be responsible for the risks associated with the investment of cash collateral, including the risk that the Fund may lose money on the investment or may fail to earn sufficient income to meet its obligations to the borrower.
The terms of the loans must permit the Fund to recall loaned securities on five business days' notice and the Fund will seek to recall loaned securities in time to vote on any matters that the Manager determines would have a material effect on the Fund's investment. The Securities Lending Agreement may be terminated by either Goldman Sachs or the Fund on 30 days' written notice.
Passive Foreign Investment Companies. Under U.S. tax laws, passive foreign investment companies ("PFICs") are those foreign corporations which generate primarily "passive" income. Passive income is defined as any income that is considered foreign personal holding company income under the Internal Revenue Code. For federal tax purposes, a foreign corporation is deemed to be a PFIC if 75% or more of its gross income during a fiscal year is passive income or if 50% or more of its assets are assets that produce, or are held to produce, passive income.
Foreign mutual funds are generally deemed to be PFICs, since nearly all of the income of a mutual fund is passive income. Foreign mutual funds investments may be used to gain exposure to the securities of companies in countries that limit or prohibit direct foreign investment but are subject to limits under the Investment Company Act of 1940, as amended (the "Investment Company Act").
Other types of foreign corporations may also be considered PFICs if their percentage of passive income exceeds the limits described above. Federal tax laws impose severe tax penalties for failure to properly report investment income from PFICs. Although every effort is made to ensure compliance with federal tax reporting requirements for these investments, foreign corporations that are PFICs for federal tax purposes may not always be recognized as such.
Additional risks of investing in other investment companies are described below under "Investment in Other Investment Companies."
Portfolio Turnover. "Portfolio turnover" describes the rate at which the Fund traded its portfolio securities during its last fiscal year. For example, if a fund sold all of its securities during the year, its portfolio turnover rate would have been 100%. The Fund's portfolio turnover rate will fluctuate from year to year.
The Fund experienced a higher portfolio turnover rate during the most recent fiscal year than during the prior fiscal year due to greater shareholder activity and changing market conditions. The Fund may experience a higher portfolio turnover rate again in the future.
The Fund may engage in active trading of portfolio securities to achieve its principal investment strategies. Increased portfolio turnover creates higher brokerage and transaction costs for the Fund, which could reduce its overall performance. Additionally, the realization of capital gains from selling portfolio securities may result in distributions of taxable long-term capital gains to shareholders, since the Fund will normally distribute all of its capital gains realized each year, to avoid excise taxes under the Internal Revenue Code.
Increased portfolio turnover creates higher brokerage and transaction costs for the Fund, which could reduce its overall performance. Additionally, the realization of capital gains from selling portfolio securities may result in distributions of taxable long-term capital gains to shareholders, since the Fund will normally distribute all of its capital gains realized each year, to avoid excise taxes under the Internal Revenue Code.
Other Investments and Investment Strategies
Other Investment Techniques and Strategies. In seeking its investment objective, the Fund from time to time can employ the types of investment strategies and investments described below. The Fund is not required to use all of these strategies at all times, and at times may not use them.
Investing in Small, Unseasoned Companies. These are companies that have typically been in operation for less than three years, including the operations of any predecessors. Because small, unseasoned companies may be less secure financially, they may rely on borrowing to a greater extent. In that case, they may be more susceptible to adverse changes in interest rates than larger, more established companies. Small, unseasoned companies may also offer fewer products and rely on fewer key personnel. Market or economic developments may have a significant impact on these companies and on the value of their securities. These companies may have a limited trading market and the prices of their securities may be volatile, which could make them difficult to sell in a short period of time at a reasonable price. If other investors that own the security are trading it at the same time, it may have a more significant effect on the security's price than that trading activity would have on the security price of a larger company. These securities may be considered speculative and could increase overall portfolio risks.
Investment in Other Investment Companies. The Fund can also invest in the securities of other investment companies, which can include open-end funds, closed-end funds, unit investment trusts and business development companies, subject to the limits set forth in the Investment Company Act that apply to those types of investments and subject to its non-fundamental investment policy on investing in other investment companies. For example, the Fund can invest in exchange-traded funds, which are typically open-end funds or unit investment trusts, listed on a stock exchange. The Fund might do so as a way of gaining exposure to the segments of the equity or fixed-income markets represented by the exchange-traded funds' portfolio, at times when the Fund may not be able to buy those portfolio securities directly.
Investing in another investment company may involve the payment of substantial premiums above the value of such investment company's portfolio securities and is subject to limitations under the Investment Company Act. The Fund does not intend to invest in other investment companies unless the Manager believes that the potential benefits of the investment justify the payment of any premiums or sales charges. As a shareholder of an investment company, the Fund would be subject to its ratable share of that investment company's expenses, including its advisory and administration expenses.
When-Issued and Delayed-Delivery Transactions. "When-issued" and "delayed-delivery" are terms that refer to securities whose terms and indenture are available, and for which a market exists, but which are not available for immediate delivery to a purchaser. When-issued and delayed-delivery securities are purchased at a price that is fixed at the time of the transaction with payment and delivery of the security made at a later date. During the period between purchase and settlement, the buyer makes no payment to the issuer and no interest accrues to the buyer from the investment. Purchases on that basis are made when it is anticipated that the price at the time of the transaction is lower than the price will be at the time of delivery.
The securities are subject to change in value from market fluctuations during the period until settlement and the value of the security on the delivery date may be more or less than the purchase price. If the value of the security declines below the purchase price, the transaction may lose money.
The buyer relies on the other party to complete the when-issued or delayed-delivery transactions. The buyer will bear the risk that a security purchased on a when-issued or delayed-delivery basis may not be issued or may not be delivered as agreed. A failure to do so may cause the loss of an opportunity to obtain the security at an advantageous price or yield.
When-issued and delayed-delivery transactions can be used as a defensive technique to hedge against anticipated changes in interest rates and prices. For instance, if rising interest rates or falling prices are anticipated, a portfolio security may be sold on a delayed-delivery basis to attempt to limit exposure to those occurrences. In periods of falling interest rates and rising prices, a purchase of securities on a when-issued or delayed-delivery basis may be used to obtain the benefit of currently higher cash yields.
The Fund engages in when-issued and delayed-delivery transactions for the purpose of acquiring or selling securities consistent with its investment objective and policies or for delivery pursuant to options contracts it has entered into, and not for the purpose of investment leverage. Although the Fund will enter into delayed-delivery or when-issued purchase transactions to acquire securities, it can dispose of a commitment prior to settlement. If it chooses to dispose of the right to acquire a when-issued security prior to its acquisition or to dispose of its right to receive delivery, it may incur a gain or loss.
At the time of the commitment to purchase or sell a security on a when-issued or delayed-delivery basis, the Fund records the transaction on its books and reflects the value of the security purchased in determining its net asset value. It also identifies liquid assets on its books at least equal to the amount of the purchase commitment until it pays for the investment. In a sale transaction, it records the proceeds to be received.
The Fund will not enter into when-issued commitments if more than 15% of the Fund's net assets would be committed under these transactions.
Repurchase Agreements. The Fund may acquire securities subject to repurchase agreements. Repurchase agreements may be acquired for temporary defensive purposes, to maintain liquidity to meet anticipated share redemptions, pending the investment of the proceeds from sales of shares, or pending the settlement of portfolio securities transactions. In a repurchase transaction, the purchaser buys a security from, and simultaneously resells it to, an approved vendor for delivery on an agreed-upon future date. The resale price exceeds the purchase price by an amount that reflects an agreed-upon interest rate effective for the period during which the repurchase agreement is in effect. Approved vendors include U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that have been designated as primary dealers in government securities. Vendors must meet credit requirements set by the Manager from time to time.
The majority of repurchase transactions run from day-to-day and delivery pursuant to the resale typically occurs within one to five days of the purchase. Repurchase agreements that have a maturity beyond seven days are subject to limits on illiquid investments. There is no limit on the amount of assets that may be subject to repurchase agreements having maturities of seven days or less.
Repurchase agreements are considered "loans" under the Investment Company Act and are collateralized by the underlying security. Repurchase agreements require that at all times while the repurchase agreement is in effect, the value of the collateral must equal or exceed the repurchase price to fully collateralize the repayment obligation. However, if the vendor fails to pay the repurchase price on the delivery date, there may be costs incurred in disposing of the collateral and losses if there is a delay in the ability to do so. The Manager will monitor the vendor's creditworthiness to confirm that the vendor is financially sound and will continuously monitor the collateral's value.
Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the "SEC"), the Fund, along with the affiliated entities managed by the Manager, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements secured by U.S. Government securities. Securities that are pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each joint repurchase arrangement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention or sale of the collateral may be subject to legal proceedings.
Reverse Repurchase Agreements. The Fund may engage in reverse repurchase agreements. A reverse repurchase agreement is the sale of an underlying debt obligation and the simultaneous agreement to repurchase it at an agreed-upon price and date. These transactions involve the risk that the market value of the securities sold under a reverse repurchase agreement could decline below the cost of the obligation to repurchase them. The Fund will identify liquid assets on its books to cover its obligations under reverse repurchase agreements, including interest, until payment is made to the seller. These agreements are considered borrowings and are subject to the asset coverage requirement under policies on borrowing.
Illiquid and Restricted Securities. Generally, an illiquid asset is an asset that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the price at which it has been valued. Under the policies and procedures established by the Board, the Manager determines the liquidity of portfolio investments. The Manager monitors holdings of illiquid and restricted securities on an ongoing basis to determine whether to sell any holdings to maintain adequate liquidity. Among the types of illiquid securities are repurchase agreements maturing in more than seven days.
Restricted securities acquired through private placements have contractual restrictions on their public resale that might limit the ability to value or to dispose of the securities and might lower the price that could be realized on a sale. To sell a restricted security that is not registered under applicable securities laws, the securities might need to be registered. The expense of registering restricted securities may be negotiated with the issuer at the time of purchase. If the securities must be registered in order to be sold, a significant period may elapse between the time the decision is made to sell the security and the time the security is registered. There is a risk of downward price fluctuation during that period.
Limitations that apply to purchases of restricted securities do not limit purchases of restricted securities that are eligible for sale to qualified institutional buyers under Rule 144A of the Securities Act of 1933, if those securities have been determined to be liquid by the Manager under Board-approved guidelines. Those guidelines take into account the trading activity for the securities and the availability of reliable pricing information, among other factors. If there is a lack of trading interest in a particular Rule 144A security, holdings of that security may be considered to be illiquid.
Borrowing and Leverage. The Fund may not borrow money, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption from the Act that applies to the Fund, as such statute, rules or regulations may be amended or interpreted from time to time. Currently, under the Investment Company Act, a mutual fund may borrow only from banks (for other than emergency purposes) and only to the extent that the value of the Fund's assets, less its liabilities other than borrowings, is equal to at least 300% of all borrowings including the proposed borrowing, except that it may also borrow up to 5% of its total assets for temporary or emergency purposes from any lender. Under the Investment Company Act, there is a rebuttable presumption that a loan is temporary if it is repaid within 60 days and not extended or renewed.
When the Fund borrows, it segregates or identifies securities on its books equal to 300% of the amount borrowed to cover its obligation to repay the loan. If the value of the Fund's assets fail to meet this 300% asset coverage requirement, it will reduce its borrowings within three days to meet the requirement. To do so, the Fund might have to sell a portion of its investments at a disadvantageous time.
When the Fund invests borrowed money in portfolio securities, it is using a speculative investment technique known as "leverage." If the Fund does borrow, its expenses may be greater than comparable funds that do not borrow. The Fund will pay interest on loans, and that interest expense may raise the overall expenses of the Fund and reduce its returns. In the case of borrowing for leverage, the interest paid on a loan might be more (or less) than the yield on the securities purchased with the loan proceeds. Additionally, the use of leverage may make the Fund's share prices more sensitive to interest rate changes and thus might cause the Fund's net asset value per share to fluctuate more than that of funds that do not borrow.
Derivatives and Hedging. Derivative instruments may be used for liquidity, to seek income or for hedging purposes. Some of the types of derivative instruments and hedging strategies the Fund may use are:
The Fund can use derivatives to attempt to hedge against declines in the market value of securities in the Fund's portfolio, to preserve unrealized gains in the value of portfolio securities that have appreciated, or to facilitate selling securities for investment reasons. The Fund can also use derivatives to establish a position in the securities market as a temporary substitute for purchasing particular securities or to seek to benefit from an anticipated rise in their market value. In that case, the Fund would normally purchase the securities and then terminate the derivative position.
The Fund is not obligated to use hedging, even though it is permitted to do so, as described below. The Fund's hedging strategies are intended to reduce losses but they may also cause losses or limit gains if the hedging instrument or strategy does not perform in the way that the Fund anticipates.
The Fund may use derivatives and hedging to the extent consistent with its investment objective, internal risk management guidelines adopted by the Manager (as they may be amended from time to time), and as otherwise set forth in the Fund's Prospectus or this SAI. The Fund can employ other derivatives or hedging instruments and strategies, including new ones that are developed, if those investments or strategies are consistent with the Fund's investment objective and are permissible under applicable regulations governing the Fund.
Futures. The Fund can buy and sell futures contracts that relate to (1) broadly-based stock indices ("stock index futures"), (2) foreign currencies ("forward contracts"), (3) an individual stock ("single stock futures"), or (4) commodities ("commodity futures").
Stock Index Futures. A broadly-based stock index is used as the basis for trading stock index futures. In some cases an index may be based on stocks of issuers in a particular industry or group of industries. The seller of a stock index is obligated to pay cash to settle the transaction, based on the fluctuation of the index's value in response to the changes in the relative values of the underlying stocks that are included in the index. A stock index cannot be purchased or sold directly.
Single Stock Futures. A single stock future obligates the seller to deliver cash or a specified equity security to settle the transaction. Either party may also enter into an offsetting contract to close out the position. Single stock futures trade on a very limited number of exchanges, and contracts are typically not transferable between the exchanges.
Commodity Futures. Commodity futures may be based upon commodities within five main commodity groups: (1) energy, which includes crude oil, natural gas, gasoline and heating oil; (2) livestock, which includes cattle and hogs; (3) agriculture, which includes wheat, corn, soybeans, cotton, coffee, sugar and cocoa; (4) industrial metals, which includes aluminum, copper, lead, nickel, tin and zinc; and (5) precious metals, which include gold, platinum and silver. The Fund can purchase and sell commodity futures contracts, options on futures contracts and options and futures on commodity indices with respect to these five main commodity groups and the individual commodities within each group, as well as other types of commodities.
These futures transactions, except for forward contracts, are effected through a clearinghouse associated with the exchange on which the contracts are traded. No money is paid or received on the purchase or sale of a future. Upon entering into a futures transaction, the purchaser is required to deposit an initial margin payment for the futures commission merchant (the "futures broker"). The initial margin payment will be deposited with the custodian bank in an account, registered in the futures broker's name, that the futures broker can gain access to only under specified conditions. As the future is marked-to-market (that is, its value on the books is changed to reflect changes in its market value), subsequent margin payments, called variation margin, will be paid to or from the futures broker daily.
At any time prior to expiration of the future, the purchaser may elect to close out its position, at which time a final determination of variation margin is made and any cash in the margin account must be paid or released. The purchase then realizes any loss or gain on the futures transaction for tax purposes.
Put and Call Options. Put options (sometimes referred to as "puts") give the holder the right to sell an asset for an agreed-upon price. Call options (sometimes referred to as "calls") give the holder the right to buy an asset at an agreed-upon price.
Selling Covered Call Options. If the Fund sells ("writes") a call option, it must be "covered." That means that while the call option is outstanding, the Fund must either own the security subject to the call, or, for certain types of call options, identify liquid assets on its books that would enable it to fulfill its obligations if the option were exercised.
A call option on a security is an agreement to sell an underlying security to the call purchaser at a fixed price (the "exercise price") regardless of changes in the market price of that security during a call period of usually not more than nine months. Call options are sold for a cash payment (a premium). The exercise price is usually higher than the price of the security at the time the call is sold. The seller bears the risk that the price of the underlying security may increase during the call period, requiring it to sell the security for less than the market value at the time. That risk may be offset to some extent by the premium the seller receives. If the market value of the security does not rise above the exercise price during the call period, the call generally will not be exercised. In that case the seller retains the underlying security and realizes a profit from the cash premium it received. Any such profits are considered short-term capital gains for federal income tax purposes and are taxable as ordinary income when distributed to shareholders.
A call on an index is also sold for a cash premium. If the buyer exercises an index call option, the seller is required to pay an amount equal to the difference between the market value of the index and the exercise price, multiplied by a specified factor. If the value of the underlying index does not rise above the call price, it is unlikely that the call will be exercised. In that case the seller would keep the cash premium without being obligated to make any payments to the purchaser of the call.
A custodian bank, or a securities depository acting for the custodian bank, may act through the Options Clearing Corporation ("OCC") as the escrow agent for securities that are subject to a call option. The OCC will only release those securities when the call option expires or when the seller enters into a closing transaction. No margin is required for those transactions.
When the Fund sells an over-the-counter ("OTC") call option, it will typically enter into an arrangement with a securities dealer which will establish a formula price at which the Fund will have the absolute right to repurchase that OTC option. The formula price will generally be based on a multiple of the premium received for the option, plus the amount by which the option is exercisable below the market price of the underlying security (that is, the amount that the option is "in the money"). When the Fund writes an OTC option, it will treat as illiquid (for purposes of its restriction on holding illiquid securities) the mark-to-market value of any OTC option it holds, unless the option is subject to a buy-back agreement by the executing broker.
To terminate its obligation on an OTC call it has written, the Fund can purchase a corresponding call in a "closing purchase transaction." If the Fund cannot effect a closing purchase transaction due to the lack of a market, it will have to hold the callable securities until the call expires or is exercised. The Fund will realize a profit or loss, depending upon whether the premium received on the call is more or less than the amount of the option transaction costs and the price of the call the Fund purchases to close out the transaction. The Fund may realize a profit if the call expires unexercised, because the Fund will retain both the underlying security and the premium it received when it wrote the call. Any such profits are considered short-term capital gains for federal income tax purposes and are taxable as ordinary income when distributed by the Fund.
A call on a futures contract may be sold without owning the futures contract or securities deliverable under the contract. To do so, at the time the call must be covered by identifying an equivalent dollar amount of liquid assets. If the value of the segregated assets drops below 100% of the current value of the future, additional liquid assets must be identified. Because of this requirement, in no circumstances would an exercise notice as to that future require delivery on a futures contract. It would simply create a short futures position, which is permitted by applicable hedging policies.
Selling Put Options. A put option on a security gives the purchaser the right, during the option period, to sell the security to the seller at the exercise price. When selling (writing) a put option on a security, the option must be covered by identifying liquid assets with a value equal to or greater than the exercise price of the underlying security, to secure the obligation. In that case the Fund forgoes the opportunity to invest, sell or write calls against the identified assets.
During the option period, the seller is obligated to buy the underlying investment at the exercise price even if the market value of the investment falls below that price. The seller has no control over when it may be required to purchase the underlying security, since it may be exercised at any time prior to the expiration of the put option. If, during the option period, the price of the underlying investment remains higher than the exercise price, it is unlikely that a put option would be exercised. If a put option is not exercised, the seller would realize a gain of the amount of the premium received less the transaction costs incurred. If the put is exercised, the exercise price will usually exceed the market value of the underlying investment at that time. In that case, the seller would incur a loss. If the underlying investment is resold at that time, the loss would be equal to the exercise price and any transaction costs minus the amount of the premium received and the amount the seller received from the resale of the underlying investment. Any profits from writing put options are considered short-term capital gains for federal tax purposes, and are taxable as ordinary income when distributed to shareholders.
Up to 25% of the Fund's total assets may be subject to calls the Fund sells. The Fund will not sell put options if more than 25% of the Fund's total assets would be required to be segregated to cover such options. The Fund may buy a call or put only if, after the purchase, the value of all call and put options held by the Fund will not exceed 5% of the Fund's total assets.
The Fund can buy and sell exchange-traded and over-the-counter put and call options, including securities options, index options, currency options, and options on the types of futures described above. The Fund may use options for hedging and non-hedging purposes to the extent consistent with its investment objective, internal risk management guidelines adopted by the Fund's investment adviser (as they may be amended from time to time), and as otherwise set forth in the Fund's Prospectus or this SAI.
Purchasing Put Options. A put on securities or futures may be purchased to attempt to protect against a decline (below the exercise price) in the value of the underlying investment. The purchaser pays a premium for the right to sell the underlying investment at a fixed exercise price during the put period. If the market price of the underlying investment remains above or equal to the exercise price, the put will generally not be exercised or resold and will become worthless on the expiration date. In that case the purchaser will have lost the amount it paid as a premium and not realized any benefit from the right to sell the underlying investment. If the purchaser resells a put prior to its expiration date, it may or may not realize a profit on that sale.
A put may also be purchased on an investment the buyer does not own. That would permit the purchaser to resell the put or to buy the underlying investment and sell it at the exercise price. If the market price of the underlying investment remains above or equal to the exercise price, the put would generally not be exercised and would become worthless on its expiration date.
The Fund may also buy a put on an investment it does not own. That would permit the Fund to resell the put or to buy the underlying investment and sell it at the exercise price. If the market price of the underlying investment remains above or equal to the exercise price, the put would not be exercised and would become worthless on its expiration date.
Purchasing Call Options. A call option may be purchased to seek to benefit from an anticipated rise in a particular security or in the securities market. The purchaser pays a premium for a call option. The purchaser then has the right to buy the underlying investment during the call period at a fixed exercise price. The purchaser benefits only if, during the call period, the market price of the underlying investment rises above the total amount of the call price plus the transaction costs and the premium paid for the call or if the call option is resold at a profit. If the purchaser does not exercise the call option or resell it (whether or not at a profit), the option becomes worthless on its expiration date. In that case the purchaser will have lost the amount it paid as a premium and not realized any gain on the transaction.
Settlement of a call on an index is in cash rather than by delivery of the underlying investment. Gain or loss on the transaction would depend on changes to the prices of the securities that make up the index.
The Fund may buy a call or put only if, after the purchase, the value of all call and put options held by the Fund will not exceed 5% of the Fund's total assets.
Buying and Selling Options on Foreign Currencies. Put and call options on foreign currencies include puts and calls that trade on a securities or commodities exchange or in the over-the-counter markets or that are quoted by major recognized dealers in such options.
If the value of a foreign currency rises against the U.S. dollar, the cost of securities denominated in that currency increases. The increased cost of those securities may be partially offset by purchasing calls or selling puts on the foreign currency. If the value of a foreign currency against the U.S. dollar falls, the dollar value of portfolio securities denominated in that currency would decline. That decline might be partially offset by selling calls or purchasing puts on the foreign currency. If the currency rate fluctuates in an adverse direction from the option position, however, the option premium payments and transaction costs would have been incurred without a corresponding benefit.
A call on a foreign currency could be sold to provide a hedge against a decline in the U.S. dollar value of a security denominated in that currency or in a different currency (known as a "crosshedging" strategy). A call on a foreign currency is "covered" if the seller owns the underlying foreign currency covered by the call or has an absolute and immediate right to acquire that foreign currency without additional cash consideration upon conversion or exchange of other foreign currency held in its portfolio. The seller may also cover the option by maintaining identified cash, U.S. Government securities or other liquid, high-grade debt securities in an amount equal to the exercise price of the option.
Risks of Hedging with Options and Futures. The use of hedging instruments requires special skills and knowledge of investment techniques that are different than those required for normal portfolio management. These risks of using options and futures include the following:
Leverage Risk. Premiums paid for options are small compared to the market value of the underlying investments. Consequently, options may involve large amounts of leverage, which could result in the Fund's net asset value being more sensitive to changes in the value of the underlying investments.
Futures Market Risk. The ordinary differences between prices in the cash markets and the futures markets are subject to distortions, due to differences in the nature of those markets.
Forward Contracts. Forward contracts are foreign currency exchange contracts that are used to buy or sell foreign currency for future delivery at a fixed price. They are discussed below in the section "Buying and Selling Options on Foreign Currencies."
Correlation Risk. If the Fund sells futures or purchases puts on broadly-based indices or futures to attempt to protect against declines in the value of its portfolio securities, it may be subject to the risk that the prices of the futures or the applicable index will not correlate with the prices of those portfolio securities. For example, the market or the index might rise but the value of the hedged portfolio securities might decline. In that case, the Fund would lose money on the hedging instruments and also experience a decline in the value of the portfolio securities. Over time, however, the value of a diversified portfolio of securities will tend to move in the same direction as the indices upon which related hedging instruments are based.
The risk of imperfect correlation increases as the composition of the portfolio diverges from the securities included in the applicable index. To compensate for the imperfect correlation of movements in the price of the portfolio securities being hedged and movements in the price of the hedging instruments, the Fund might use a greater dollar amount of hedging instruments than the dollar amount of portfolio securities being hedged, particularly if the historical price volatility of the portfolio securities being hedged is more than the historical volatility of the applicable index.
Selection Risk. If the Manager uses an option at the wrong time or judges market conditions incorrectly, or if the prices of its options positions are not correlated with its other investments, a hedging strategy may reduce returns or cause losses. If a covered call option is sold on an investment that increases in value, if the call is exercised, no gain will be realized on the increase in the investment's value above the call price. A put option on a security that does not decline in value will cost the amount of the purchase price and without providing any benefit if it cannot be resold.
Liquidity Risk. Losses might also be realized if a position could not be closed out because of illiquidity in the market for an option. An option position may be closed out only on a market that provides secondary trading for options of the same series, and there is no assurance that a liquid secondary market will exist for any particular option.
Transaction Costs. Option activities might also affect portfolio turnover rates and brokerage commissions. The portfolio turnover rate might increase if the Fund is required to sell portfolio securities that are subject to call options it has sold or if it exercises put options it has bought. Although the decision to exercise a put it holds is within the Fund's control, holding a put might create an additional reason to purchase a security. There may also be a brokerage commission on each purchase or sale of a put or call option. Those commissions may be higher on a relative basis than the commissions for direct purchases or sales of the underlying investments. A brokerage commission may also be paid for each purchase or sale of an underlying investment in connection with the exercise of a put or call.
Forward Contracts. Foreign currency futures contracts are known as "forward contracts." They are used to buy or sell foreign currency for future delivery at a fixed price. They are used to "lock in" the U.S. dollar price of a security denominated in a foreign currency that the Fund has bought or sold, or to protect against possible losses from changes in the relative value of the U.S. dollar against a foreign currency. Although forward contracts may reduce the risk of loss from a decline in the value of the hedged currency, at the same time they limit any potential gain if the value of the hedged currency increases. Forward contracts are traded in the inter-bank market conducted directly among currency traders (usually large commercial banks) and their customers.
Forward Contract Strategies. Under a forward contract, the Fund agrees to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties. The transaction price is set at the time the contract is entered into. The costs of engaging in forward contracts varies depending on factors such as the currencies involved, the length of the contract period and the market conditions then prevailing.
A forward contract might be used to provide for the purchase or sale of the amount of foreign currency involved in the purchase or sale of a security denominated in a foreign currency, or for dividend payments that may be received in a foreign currency. This is called a "transaction hedge." The transaction hedge will protect against a loss from an adverse change in the currency exchange rates during the period between the date on which a security is purchased or sold or on which a payment is declared, and the date on which the payments are made or received. The use of forward contracts does not eliminate the risk of fluctuations in the prices of the underlying securities, but it does fix a rate of exchange in advance.
If it is anticipated that a foreign currency might suffer a substantial decline against the U.S. dollar, forward contracts could be used to lock in the U.S. dollar value of portfolio positions. This is called a "position hedge." To try to protect against a substantial decline of the U.S. dollar against a foreign currency, a forward contract to buy that foreign currency for a fixed dollar amount could be used. Alternatively, the Fund could enter into a forward contract to sell a different foreign currency the Fund believes will fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio securities are denominated.
In some cases, at or before the maturity of a forward contract, the Fund might sell a portfolio security and use the sale proceeds to make delivery of the currency. If the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver, the Fund might have to purchase additional foreign currency on the "spot" (that is, cash) market to settle the security trade. If the market value of the security exceeds the amount of foreign currency the Fund is obligated to deliver, the Fund might have to sell some of the foreign currency on the spot market. There would be additional transaction costs for the spot market transactions in those cases.
Alternatively, the contractual obligation to deliver the currency may be offset by purchasing a second contract to obtain, on the same maturity date, the same amount of the currency as the currency obligation. Similarly, a forward contract purchase obligation may be closed out by entering into a second contract to sell the same amount of the same currency on the maturity date of the first contract. The gain or loss would be realized as a result of entering into such an offsetting forward contract under either circumstance. The gain or loss will depend on the extent to which the exchange rate or rates between the currencies involved moved between the execution dates of the first contract and the offsetting contract.
Forward Contract Risks. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. The precise matching of the amounts under forward contracts and the value of the securities involved generally will not be possible because the future value of securities denominated in foreign currencies will change as a consequence of market movements between the date a forward contract is entered into and the date it is sold. Forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing losses on those contracts and additional transaction costs. The use of forward contracts might reduce performance if there are unanticipated changes in currency prices.
Forward Contract Costs. Because forward contracts are usually entered into on a principal basis, no brokerage fees or commissions are involved. Foreign exchange dealers do realize a profit based on the difference between the prices at which they buy and sell various currencies. Thus, a dealer might offer to sell a foreign currency at one rate, while offering a lower rate for purchasing that currency. Because these contracts are not traded on an exchange, the credit and performance risk of the counterparty must also be evaluated.
Forward Contract Limitations. The Fund will not enter into forward contracts or maintain a net exposure to such contracts if the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's portfolio securities or other assets denominated in that currency (or another currency that is the subject of the hedge). However, the Fund can maintain a net exposure to forward contracts in excess of the value of the Fund's portfolio securities or other assets denominated in foreign currencies if the excess amount is "covered" by liquid securities denominated in any currency. As one alternative, the Fund could purchase a call option permitting the Fund to purchase the amount of foreign currency being hedged by a forward sale contract at a price no higher than the forward contract price. As another alternative, the Fund could purchase a put option permitting the Fund to sell the amount of foreign currency subject to a forward purchase contract at a price as high or higher than the forward contract price. The Fund could also cover its short positions by identifying assets on its books equal to the aggregate amount of the Fund's commitment under forward contracts or the excess amount of those obligations.
Regulatory Aspects of Derivatives and Hedging Instruments. The Commodity Futures Trading Commission has eliminated limitations on futures trading by certain regulated entities, including registered investment companies. Consequently, registered investment companies may engage in unlimited futures transactions and options thereon by claiming an exclusion from regulation as a commodity pool operator under the Commodity Exchange Act.
Options transactions are subject to limitations established by the option exchanges. The exchanges limit the maximum number of options that may be written or held by a single investor or group of investors acting in concert. Those limits apply regardless of whether the options were purchased, sold or held through one or more different exchanges or are held in one or more accounts or through one or more brokers. Thus, the number of options that can be sold by an investment company advised by the Manager may be affected by options written or held by other investment companies advised by the Manager or affiliated entities. The exchanges also impose position limits on futures transactions. An exchange may order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions.
Under SEC staff interpretations regarding applicable provisions of the Investment Company Act, when a registered investment company purchases a future, it must identify cash or other liquid assets at its custodian bank in an amount equal to the purchase price of the future, less the margin deposit applicable to it.
Tax Aspects of Certain Derivatives and Hedging Instruments. Futures contracts, non-equity options and certain foreign currency exchange contracts are treated as "Section 1256 contracts" under the Internal Revenue Code. In general, gains or losses relating to Section 1256 contracts are characterized as 60% long-term and 40% short-term capital gains or losses under the Internal Revenue Code. However, foreign currency gains or losses arising from Section 1256 contracts that are forward contracts generally are treated as ordinary income or loss. In addition, Section 1256 contracts held by the Fund at the end of each taxable year are "marked-to-market," and unrealized gains or losses are treated as though they were realized. These contracts also may be marked-to-market for purposes of determining the excise tax applicable to investment company distributions and for other purposes under rules prescribed pursuant to the Internal Revenue Code. An election can be made by the Fund to exempt those transactions from this mark-to-market treatment.
Certain forward contracts may result in "straddles" for federal income tax purposes. The straddle rules may affect the character and timing of gains (or losses) recognized on those positions. Generally, a loss sustained on the disposition of a position making up a straddle is allowed only to the extent that the loss exceeds any unrecognized gain in the offsetting positions. Disallowed loss is generally allowed at the point where there is no unrecognized gain in the offsetting positions making up the straddle, or the offsetting position is disposed of.
Under the Internal Revenue Code, the following gains or losses are treated as ordinary income or loss:
Currency gains and losses are offset against market gains and losses on each trade before determining a net "Section 988" gain or loss under the Internal Revenue Code for that trade, which may increase or decrease the amount of investment income available for distribution to its shareholders.
Temporary Defensive and Interim Investments. When market, economic or political conditions are unstable, the Fund can invest in a variety of debt securities for defensive purposes. The Fund can also purchase these securities for liquidity purposes to meet cash needs due to the redemption of Fund shares, or to hold while waiting to reinvest cash received from the sale of other portfolio securities. The Fund can buy:
Short-term debt securities would normally be selected for defensive or cash management purposes because they can normally be disposed of quickly, are not generally subject to significant fluctuations in principal value and their value will be less subject to interest rate risk than longer-term debt securities.
Fundamental Policies. The Fund has adopted policies and restrictions to govern its investments. Under the Investment Company Act, fundamental policies are those policies that that can be changed only by the vote of a "majority" of the Fund's outstanding voting securities, which is defined as the vote of the holders of the lesser of:
The Fund's investment objective is a fundamental policy. Other policies described in the Prospectus or this SAI are "fundamental" only if they are identified as such. The Fund's Board of Directors can change non-fundamental policies without shareholder approval. However, significant changes to investment policies will be described in supplements or updates to the Prospectus or this SAI, as appropriate. The Fund's most significant investment policies are described in the Prospectus.
Other Fundamental Investment Restrictions. The following investment restrictions are fundamental policies of the Fund.
For purposes of the Fund's policy not to concentrate its investments, described above, the Fund has adopted an industry classification that is not a fundamental policy.
Non-Fundamental Restrictions. The Fund has the following additional operating policies that are not "fundamental" and can be changed by the Board without shareholder approval.
Unless the Prospectus or this SAI states that a percentage restriction applies on an ongoing basis, it applies only at the time the Fund makes an investment. That means the Fund is not required to sell securities to meet the percentage limits if the value of the investment increases in proportion to the size of the Fund. Percentage limits on borrowing and investments in illiquid securities apply on an ongoing basis.
Disclosure of Portfolio Holdings
While recognizing the importance of providing Fund shareholders with information about their Fund's investments and providing portfolio information to a variety of third parties to assist with the management, distribution and administrative processes, the need for transparency must be balanced against the risk that third parties who gain access to the Fund's portfolio holdings information could attempt to use that information to trade ahead of or against the Fund, which could negatively affect the prices the Fund is able to obtain in portfolio transactions or the availability of the securities that a portfolio manager is trading on the Fund's behalf.
The Fund, the Manager, the Distributor and the Transfer Agent have therefore adopted policies and procedures regarding the dissemination of information about the Fund's portfolio holdings by employees, officers and directors or trustees of the Fund, the Manager, the Distributor and the Transfer Agent. These policies are designed to assure that non-public information about the Fund's portfolio securities holdings is distributed only for a legitimate business purpose, and is done in a manner that (a) conforms to applicable laws and regulations and (b) is designed to prevent that information from being used in a way that could negatively affect the Fund's investment program or enable third parties to use that information in a manner that is harmful to the Fund. It is a violation of the Code of Ethics for any covered person to release holdings in contravention of the portfolio holdings disclosure policies and procedures adopted by the Fund.
Portfolio Holdings Disclosure Policies. The Fund, the Manager, the Distributor and the Transfer Agent and their affiliates and subsidiaries, employees, officers, and directors or trustees, shall neither solicit nor accept any compensation or other consideration (including any agreement to maintain assets in the Fund or in other investment companies or accounts managed by the Manager or any affiliated person of the Manager) in connection with the disclosure of the Fund's non-public portfolio holdings. The receipt of investment advisory fees or other fees and compensation paid to the Manager and its subsidiaries pursuant to agreements approved by the Fund's Board shall not be deemed to be "compensation" or "consideration" for these purposes. Until publicly disclosed, the Fund's portfolio holdings are proprietary, confidential business information. After they are publicly disclosed, the Fund's portfolio holdings may be released in any appropriate manner.
The Fund's complete portfolio holdings positions may be released to the following categories of individuals or entities on an ongoing basis, provided that such individual or entity either (1) has signed an agreement to keep such information confidential and not trade on the basis of such information, or (2) as a member of the Fund's Board, or as an employee, officer or director of the Manager, the Distributor, or the Transfer Agent, or of their legal counsel, is subject to fiduciary obligations (a) not to disclose such information except in compliance with the Fund's policies and procedures and (b) not to trade for his or her personal account on the basis of such information:
Month-end lists of the Fund's complete portfolio holdings may be disclosed for legitimate business reasons, no sooner than 30 days after the relevant month end, pursuant to special requests and under limited circumstances discussed below, provided that:
Portfolio holdings information of the Fund may be provided, under limited circumstances, to brokers or dealers with whom the Fund trades and entities that provide investment coverage or analytical information regarding the Fund's portfolio, provided that there is a legitimate investment reason for providing the information to the broker, dealer or other entity. Month-end portfolio holdings information may, under this procedure, be provided to vendors providing research information or analytics to the Fund, with at least a 15-day delay after the month end, but in certain cases may be provided to a broker or analytical vendor with a 1- 2 day lag to facilitate the provision of requested investment information to the Manager to facilitate a particular trade or portfolio manager's investment process for the Fund. Any third party receiving such information must first sign the Manager's portfolio holdings non-disclosure agreement as a pre-condition to receiving this information.
Portfolio holdings information (which may include information on individual securities positions or multiple securities) may be provided to the entities listed below (1) by portfolio traders employed by the Manager in connection with portfolio trading, and (2) by the members of the Manager's Security Valuation Group and Accounting Departments in connection with portfolio pricing or other portfolio evaluation purposes:
Portfolio holdings information (which may include information on the Fund's entire portfolio or individual securities therein) may be provided by senior officers of the Manager or attorneys on the legal staff of the Manager, Distributor, or Transfer Agent, in the following circumstances:
Portfolio managers and analysts may, subject to the Manager's policies on communications with the press and other media, discuss portfolio information in interviews with members of the media, or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their financial representatives.
The Fund's shareholders may, under unusual circumstances (such as a lack of liquidity in the Fund's portfolio to meet redemptions), receive redemption proceeds of their Fund shares paid as pro rata shares of securities held in the Fund's portfolio. In such circumstances, disclosure of the Fund's portfolio holdings may be made to such shareholders.
Any permitted release of otherwise non-public portfolio holdings information must be in accordance with the then-current policy on approved methods for communicating confidential information.
The Chief Compliance Officer (the "CCO") of the Fund and the Manager, Distributor, and Transfer Agent shall oversee the compliance by the Manager, Distributor, Transfer Agent, and their personnel with these policies and procedures. The CCO reports to the Fund's Board any material violation of these policies and procedures during the previous calendar quarter and makes recommendations to the Board as to any amendments that the CCO believes are necessary and desirable to carry out or improve these policies and procedures.
The Manager and the Fund have entered into ongoing arrangements to make available information about the Fund's portfolio holdings. One or more of the Oppenheimer funds may currently disclose portfolio holdings information based on ongoing arrangements to the following parties:
Advisor Asset Management | Fox-Pitt, Kelton, Inc. | Needham & Company |
Alforma Capital Markets | Fraser Mackenzie | Neue Zurcher Bank |
Altrushare | Friedman, Billings, Ramsey | Nomura Securities International, Inc. |
Altus Investment Management | FTN Equity Capital Markets Corporation | Numis Securities Inc. |
American Technology Research | Garp Research & Securities | Oddo Securities |
Auerbach Grayson & Company | George K. Baum & Company | Omgeo LLC |
Banc of America Securities | GMP Securities L.P. | Oppenheimer & Co., Inc. |
Barclays Capital | Goldman Sachs & Company | Pacific Crest |
Barnard Jacobs Mellet | Good Morning Securities | Paradigm Capital |
BB&T Capital Markets | Goodbody Stockbrokers | Petercam/JPP Eurosecurities |
Belle Haven Investments, Inc. | Handelsbanken Markets Securities | Piper Jaffray Company |
Beltone Financial | Helvea Inc. | Prager Sealy & Company |
Bergen Capital | Hewitt | R. Seelaus & Co., Inc. |
Bloomberg | HJ Sims & Co., Inc. | Ramirez & Company |
BMO Capital Markets | Howard Weil | Raymond James & Associates, Inc. |
BNP Paribas | HSBC Securities | RBC Capital Markets |
Brean Murray Carret & Company | Hyundai Securities America, Inc. | RBC Dain Rauscher |
Brown Brothers Harriman & Company | ICICI Securities Inc. | Redburn Partners |
Buckingham Research Group | Interactive Data | Renaissance Capital |
Cabrera Capital | Intermonte | RiskMetrics Group |
Callan Associates | Investec | Robert W. Baird & Company |
Cambridge Associates | Janco Partners | Rocaton |
Canaccord Adams, Inc. | Janney Montgomery Scott LLC | Rogers Casey |
Caris & Company | Jefferies & Company | Roosevelt & Cross |
Carnegie | Jennings Capital Inc. | Royal Bank of Scotland |
Cazenove | Jesup & Lamont Securities | Russell/Mellon |
Cheuvreux | JMP Securities | RV Kuhns |
Citigroup | Johnson Rice & Company | Sal Oppenheim |
Cleveland Research Company | JPMorgan Chase | Salman Partners |
CLSA | Kaupthing Securities Inc. | Samsung Securities |
Cogent | Keefe, Bruyette & Woods, Inc. | Sandler Morris Harris Group |
Collins Stewart | Keijser Securities N.V. | Sandler O'Neill & Partners |
Commerzbank | Kempen & Co. USA Inc. | Sanford C. Bernstein & Company, LLC |
Contrarian Capital Management, LLC | Kepler Capital Markets | Santander Securities |
Cormark Securities | KeyBanc Capital Markets | Scotia Capital |
Cowen & Company | KPMG LLP | Seattle-Northwest Securities |
Craig-Hallum Capital Group LLC | Kotak Mahindra Inc. | Sidoti & Company LLC |
Credit Suisse | Lazard Capital | Siebert Brandford Shank & Company |
Crews & Associates | LCG Associates | Simmons & Company |
D.A. Davidson & Company | Lebenthal & Company | Societe Generale |
Daewoo Securities Company, Ltd. | Leerink Swann | Standard & Poor's |
Dahlman Rose & Company | Lipper | Sterne Agee |
Daiwa Securities | Loop Capital Markets | Stifel, Nicolaus & Company |
Davy | Macquarie Securities | Stone & Youngberg |
DeMarche | MainFirst Bank AG | SunGard |
DEPFA First Albany Corporation | MassMutual | Suntrust Robinson Humphrey |
Desjardins Securities | Mediobanca Securities USA LLC | SWS Group, Inc. |
Deutsche Bank | Merrill Lynch & Company, Inc. | Thomas Weisel Partners |
Dougherty and Company LLC | Merrion Stockbrokers Ltd. | ThomsonReuters LLC |
Dowling Partners | Mesirow Financial | Troika Dialog |
Dresdner Kleinwort | MF Global Securities | UBS |
Duncan Williams | Mirae Asset Securities | UOB Kay Hian (U.S.) Inc. |
Dundee Securities | Mitsubishi Financial Securities | Vining & Sparks |
DZ Financial Markets | Mizuho Securities USA | Vontobel Securities Ltd. |
Edelweiss Securities Ltd. | ML Stern | Wachovia Securities Corporation |
Emmet & Co., Inc. | Morgan Keegan | Watson Wyatt |
Empirical Research | Morgan Stanley | Wedbush Morgan Securities |
Enam Securities | Morningstar | Weeden & Company |
Enskilda Securities | Motilal Oswal Securities | West LB |
Evaluation Associates | MSCI Barra | WH Mell & Associates |
Exane | M&T Securities | William Blair & Company |
FactSet Research Systems | Multi-Bank Securities | Wilshire |
FBR Capital Markets & Co. | Murphy & Durieu | Winchester Capital Partners, LLC |
Fidelity Capital Markets | National Bank Financial | Ziegler Capital Markets Group |
First Miami Securities | Natixis Bleichroeder Inc. |
Organization and History. The Fund is an open-end, diversified management investment company. The Fund was organized as a Maryland corporation in August 1986. The Fund commenced its operations on February 13, 1987 as a closed-end investment company with a "dual-purpose" structure. The Fund originally had two objectives: (1) long-term capital appreciation and preservation of capital, and (2) current income and long-term growth of income. The Fund originally had common stock, denominated as "capital shares," and preferred stock, denominated as "income shares."
Under the Fund's original dual-purpose structure, the capital shares were entitled to all of the Fund's gains and losses on its assets, and no Fund expenses were allocated to those shares. The income shares were entitled to all of the Fund's income and bore all of the Fund's operating expenses. The income shares were redeemed on January 31, 1997, and the Fund's dual-purpose structure was terminated.
On March 3, 1997, the Fund was converted to an open-end management investment company with a single investment objective of capital appreciation. The outstanding capital shares of the Fund were re-denominated as Class A shares of common stock, which bear their allocable share of Fund expenses.
Prior to August 1, 2007, the Fund was named "Oppenheimer Quest Capital Value Fund, Inc." and its investment objective was to seek capital appreciation. The Fund was sub-advised by Oppenheimer Capital LLC (which is not affiliated with the Manager). The performance information, financial information, and expense information in the shareholder report and the portfolio holdings, shown in this SAI and in the Fund's shareholder reports for periods prior to August 1, 2007, may not be indicative of the Fund's operations for the current period.
Classes of Shares. The Fund's Board of Directors (the "Board") is authorized, without shareholder approval, to:
The Fund currently has four classes of shares: Class A, Class B, Class C and Class N. All classes invest in the same investment portfolio. Only certain retirement plans may purchase Class N shares. Each class of shares:
Each share of each class:
Shareholder Meetings. Although the Fund is not required by Maryland law to hold annual meetings, it may hold shareholder meetings from time to time on important matters or when required to do so by the Investment Company Act or other applicable law. The shareholders have the right to call a meeting to remove a Director or to take certain other action described in the Articles of Incorporation or under Maryland law.
The Fund will hold a shareholder meeting when the Directors call a meeting or upon proper request from shareholders. If the Fund receives a written request to call a meeting for a specified purpose (which might include the removal of a Director), from the record holders of at least 25% of the outstanding shares eligible to be voted at a meeting, the Directors will call a shareholder meeting for that specified purpose. The Fund has undertaken that it will then either give the applicants access to the Fund's shareholder list or mail the applicants' communication to all other shareholders at the applicants' expense.
Board of Directors and Oversight Committees
The Fund is governed by a Board of Directors, which is responsible for protecting the interests of shareholders under Maryland and federal law. The Board is led by Brian F. Wruble, an independent director, who is not an "interested person" of the Fund, as that term is defined in the Investment Company Act of 1940. The Board meets periodically throughout the year to oversee the Fund's activities, review its performance, oversee the potential conflicts that could affect of the Fund, and review the actions of the Manager. The Board has an Audit Committee, a Regulatory & Oversight Committee and a Governance Committee. Each Committee is comprised solely of Directors who are not "interested persons" under the Investment Company Act (the "Independent Directors"). Mr. Wruble's practice is to attend all meetings of each of the three Committees of the board where he participates in deliberation but does not have a vote.
During the Fund's fiscal year ended October 31, 2009, the Audit Committee held 4 meetings, the Regulatory & Oversight Committee held 1 meeting and the Governance Committee held 1 meeting.
The members of the Audit Committee are David K. Downes (Chairman), Phillip A. Griffiths, Mary F. Miller, Joseph M. Wikler and Peter I. Wold. The Audit Committee selects the Fund's independent registered public accounting firm (also referred to as the "independent Auditors"). Other main functions of the Audit Committee outlined in the Audit Committee Charter, include, but are not limited to: (i) reviewing the scope and results of financial statement audits and the audit fees charged; (ii) reviewing reports from the Fund's independent Auditors regarding the Fund's internal accounting procedures and controls; (iii) reviewing reports from the Manager's Internal Audit Department; (iv) maintaining a separate line of communication between the Fund's independent Auditors and the Independent Trustees/Directors; (v) reviewing the independence of the Fund's independent Auditors; and (vi) approving in advance the provision of any audit or non-audit services by the Fund's independent Auditors, including tax services, that are not prohibited by the Sarbanes-Oxley Act, to the Fund, the Manager and certain affiliates of the Manager. The Audit Committee also reviews reports concerning the valuation of certain investments.
The members of the Regulatory & Oversight Committee are Matthew P. Fink (Chairman), David K. Downes, Phillip A. Griffiths, Joel W. Motley, Mary Ann Tynan and Joseph M. Wikler. The Regulatory & Oversight Committee evaluates and reports to the Board on the Fund's contractual arrangements, including the Investment Advisory and Distribution Agreements, transfer agency and shareholder service agreements and custodian agreements as well as the policies and procedures adopted by the Fund to comply with the Investment Company Act and other applicable law. The Regulatory & Oversight Committee also reviews reports from the Manager's Risk Management Department and Chief Compliance Officer among other duties as set forth in the Regulatory & Oversight Committee's Charter. These reports, and others concerning investment, operational and other risks to the Funds are shared with, and discussed by, the full Board.
The members of the Governance Committee are Joel W. Motley (Chairman), Matthew P. Fink, Mary F. Miller, Mary Ann Tynan and Peter I. Wold. The Governance Committee reviews the Fund's governance guidelines, the adequacy of the Fund's Codes of Ethics, and develops qualification criteria for Board members consistent with the Fund's governance guidelines, provides the Board with recommendations for voting portfolio securities held by the Fund, monitors the Fund's proxy voting, and coordinates with organizations representing the independent directors of mutual funds among other duties set forth in the Governance Committee's Charter.
The Governance Committee's functions also include the nomination of Trustees/Directors, including Independent Trustees/Directors, for election to the Board. The full Board elects new Trustees/Directors except for those instances when a shareholder vote is required.
The Governance Committee will consider nominees recommended by Independent Trustees/Directors or recommended by any other Board members including Board members affiliated with the Fund's Manager. The Governance Committee may consider the advice and recommendation of the Manager and its affiliates in selecting nominees, but need not do so. Upon Board approval, the Governance Committee may retain an executive search firm to assist in screening potential candidates and may also use the services of legal, financial, or other external counsel that it deems necessary or desirable in the screening process. To date, the Governance Committee has been able to identify from its own resources an ample number of qualified candidates. However, under the current policy of the Board, if the Board determines that a vacancy exists or is likely to exist, the Governance Committee will include candidates recommended by the Fund's shareholders in its consideration of nominees.
Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008, to the attention of the Board of Trustees/Directors of the applicable Fund, c/o the Secretary of the Fund. Submissions should, at a minimum, be accompanied by the following: (1) the name, address, and business, educational, and/or other pertinent background of the person being recommended; (2) a statement concerning whether the person is an "interested person" as defined in the Investment Company Act; (3) any other information that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated; and (4) the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares. Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Manager) would be deemed an "interested person" under the Investment Company Act. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds' outside legal counsel may cause a person to be deemed an "interested person."
The Governance Committee has not established specific qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individual's background, skills, and experience; whether the individual is an "interested person" as defined in the Investment Company Act; and whether the individual would be deemed an "audit committee financial expert" within the meaning of applicable SEC rules. The Governance Committee also considers whether the individual's background, skills, and experience will complement, and add to the diversity of, the background, skills, and experience of other Trustees/Directors, and will contribute to the Board's deliberations. There is no difference in the manner in which the Governance Committee evaluates a nominee based on whether the nominee is recommended by a shareholder. Candidates are expected to provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of shareholders.
Below is a brief discussion of the specific experience, qualifications, attributes or skills of each Board member that led the Board to conclude that he or she should serve as a Trustee/Director of the Fund.
Each independent trustee/director has served on the Board for the number of years listed below, during the course of which he or 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. Each Trustee's/Director's outside professional experience is outlined in the table of Biographical Information, below.
The Governance Committee's functions also include the nomination of Trustees/Directors, including Independent Trustees/Directors, for election to the Board. The full Board elects new Trustees/Directors except for those instances when a shareholder vote is required.
The Governance Committee will consider nominees recommended by Independent Trustees/Directors or recommended by any other Board members including Board members affiliated with the Fund's Manager. The Governance Committee may consider the advice and recommendation of the Manager and its affiliates in selecting nominees, but need not do so. Upon Board approval, the Governance Committee may retain an executive search firm to assist in screening potential candidates and may also use the services of legal, financial, or other external counsel that it deems necessary or desirable in the screening process. To date, the Governance Committee has been able to identify from its own resources an ample number of qualified candidates. However, under the current policy of the Board, if the Board determines that a vacancy exists or is likely to exist, the Governance Committee will include candidates recommended by the Fund's shareholders in its consideration of nominees.
Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008, to the attention of the Board of Trustees/Directors of the applicable Fund, c/o the Secretary of the Fund. Submissions should, at a minimum, be accompanied by the following: (1) the name, address, and business, educational, and/or other pertinent background of the person being recommended; (2) a statement concerning whether the person is an "interested person" as defined in the Investment Company Act; (3) any other information that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated; and (4) the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares. Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Manager) would be deemed an "interested person" under the Investment Company Act. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds' outside legal counsel may cause a person to be deemed an "interested person."
The Governance Committee has not established specific qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individual's background, skills, and experience; whether the individual is an "interested person" as defined in the Investment Company Act; and whether the individual would be deemed an "audit committee financial expert" within the meaning of applicable SEC rules. The Governance Committee also considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other Trustees/Directors and will contribute to the Board. There is no difference in the manner in which the Governance Committee evaluates a nominee based on whether the nominee is recommended by a shareholder. Candidates are expected to provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of shareholders.
Directors and Officers of the Fund
Except for Mr. Glavin, each of the Directors is an Independent Director. All of the Directors are also Directors or Trustees of the following Oppenheimer funds, referred to as New York Board Funds:
Limited Term New York Municipal Fund | Oppenheimer Quest International Value Fund |
Oppenheimer Absolute Return Fund | Oppenheimer Real Estate Fund |
Oppenheimer AMT-Free Municipals | Oppenheimer Rising Dividends Fund |
Oppenheimer AMT-Free New York Municipals | Oppenheimer Rochester Arizona Municipal Fund |
Oppenheimer Balanced Fund | Oppenheimer Rochester Maryland Municipal Fund |
Oppenheimer Baring SMA International Fund | Oppenheimer Rochester Massachusetts Municipal Fund |
Oppenheimer California Municipal Fund | Oppenheimer Rochester Michigan Municipal Fund |
Oppenheimer Capital Appreciation Fund | Oppenheimer Rochester Minnesota Municipal Fund |
Oppenheimer Developing Markets Fund | Oppenheimer Rochester North Carolina Municipal Fund |
Oppenheimer Discovery Fund | Oppenheimer Rochester Ohio Municipal Fund |
Oppenheimer Emerging Growth Fund | Oppenheimer Rochester Virginia Municipal Fund |
Oppenheimer Equity Income Fund, Inc. | Oppenheimer Select Value Fund |
Oppenheimer Global Fund | Oppenheimer Series Fund, Inc. |
Oppenheimer Global Opportunities Fund | Oppenheimer Small- & Mid- Cap Value Fund |
Oppenheimer Gold & Special Minerals Fund | Oppenheimer Transition 2010 Fund |
Oppenheimer Institutional Money Market Fund | Oppenheimer Transition 2015 Fund |
Oppenheimer International Diversified Fund | Oppenheimer Transition 2020 Fund |
Oppenheimer International Growth Fund | Oppenheimer Transition 2025 Fund |
Oppenheimer International Small Company Fund | Oppenheimer Transition 2030 Fund |
Oppenheimer Limited Term California Municipal Fund | Oppenheimer Transition 2040 Fund |
Oppenheimer Limited Term Municipal Fund | Oppenheimer Transition 2050 Fund |
Oppenheimer Master International Value Fund, LLC | OFI Tremont Core Strategies Hedge Fund |
Oppenheimer Money Market Fund, Inc. | Oppenheimer U.S. Government Trust |
Oppenheimer Multi-State Municipal Trust | Rochester Fund Municipals |
Oppenheimer Portfolio Series | |
Oppenheimer Quest Balanced Fund | |
Oppenheimer Quest Opportunity Value Fund |
Messrs. Levine, Edwards, Glavin, Legg, Petersen, Vandehey, Wixted, Keffer and Zack and Mss. Bullington, Bloomberg, Ives and Ruffle, who are officers of the Fund, hold the same offices with one or more of the other New York Board Funds.
Present or former officers, directors, trustees and employees (and their immediate family members) of the Fund, the Manager and its affiliates, and retirement plans established by them for their employees are permitted to purchase Class A shares of the Fund and the other Oppenheimer funds at net asset value without sales charge. The sales charge on Class A shares is waived for that group because of the reduced sales efforts realized by the Distributor. 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, are also permitted to purchase Class Y shares of the Oppenheimer funds that offer Class Y shares.
As of February 5, 2010, the Directors and officers of the Fund, as a group, owned less than 1% of any class of shares of the Fund beneficially or of record. The foregoing statement does not reflect ownership of shares held of record by an employee benefit plan for employees of the Manager, other than the shares beneficially owned under that plan by the officers of the Fund. In addition, none of the Independent Directors (nor any of their immediate family members) owns securities of either the Manager or the Distributor or of any entity directly or indirectly controlling, controlled by or under common control with the Manager or the Distributor.
The foregoing statement does not reflect ownership of shares held of record by an employee benefit plan for employees of the Manager, other than the shares beneficially owned under that plan by the officers of the Fund. In addition, none of the Independent Trustees/Directors (nor any of their immediate family members) owns securities of either the Manager or the Distributor or of any entity directly or indirectly controlling, controlled by or under common control with the Manager or the Distributor.
Biographical Information. The Directors and officers, their positions with the Fund, length of service in such position(s) and principal occupations and business affiliations during at least the past five years are listed in the charts below. The charts also include information about each Director's beneficial share ownership in the Fund and in all of the registered investment companies that the Director oversees in the Oppenheimer family of funds ("Supervised Funds"). The address of each Director in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Director serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Each Independent Director has served the Fund in the following capacities from the following dates: | ||
Position(s) | Length of Service | |
Brian F. Wruble | Board Chairman & Director | Since 2007; 2009 |
David K. Downes | Director | Since 2005 |
Matthew P. Fink | Director | Since 2009 |
Phillip A. Griffiths | Director | Since 2009 |
Mary F. Miller | Director | Since 2009 |
Joel W. Motley | Director | Since 2009 |
Mary Ann Tynan | Director | Since 2009 |
Joseph M. Wikler | Director | Since 2009 |
Peter I. Wold | Director | Since 2009 |
Independent Directors | ||
Name, Age, Position(s) | Principal Occupation(s) During the Past 5 Years; Other Trusteeship/Directorships Held | Portfolios Overseen in Fund Complex |
Brian F. Wruble (66) Chairman of the Board, Director |
Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager's parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). | 59 |
David K. Downes (70) Director |
Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). | 59 |
Matthew P. Fink (69) Director |
Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). | 59 |
Phillip A. Griffiths (71) Director |
Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). | 59 |
Mary F. Miller (67) Director |
Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). | 59 |
Joel W. Motley (57) Director |
Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. | 59 |
Mary Ann Tynan (64) Director |
Vice Chair of Board of Trustees of Brigham and Women's/Faulkner Hospitals (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). | 59 |
Joseph M. Wikler (68) Director |
Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). | 59 |
Peter I. Wold (62) Director |
Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). | 59 |
Mr. Glavin has served as a Director of the Fund since 2009.
Mr. Glavin has served as an Interested Director of the Fund since December 2009. Mr. Glavin is an "Interested Director" because he is affiliated with the Manager by virtue of his positions as an officer and director of the Manager, and as a shareholder of its parent company. Both as a Director and as an officer, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin's address is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
Interested Director and Officer | ||
Name, Age, Positions | Principal Occupations During the Past 5 Years; Other Trusteeships/Directorships Held | Portfolios Overseen in Fund Complex |
William F. Glavin (51) Director, President and Principal Executive Officer | Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. ("OAC") (the Manager's parent holding company) (since June 2009); Executive Vice President (March 2006 - February 2009) and Chief Operating Officer (July 2007 - February 2009) of Massachusetts Mutual Life Insurance Company (OAC's parent company); Director (May 2004 - March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004 - January 2005), President (January 2005 - March 2006) and Chief Executive Officer (June 2005 - March 2006) of Babson Capital Management LLC; Director (March 2005 - March 2006), President (May 2003 - March 2006) and Chief Compliance Officer (July 2005 - March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003 - March 2006) of Babson Investment Company, Inc.; Director (May 2004 - August 2006) of Babson Capital Europe Limited; Director (May 2004 - October 2006) of Babson Capital Guernsey Limited; Director (May 2004 - March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005 - March 2007) of Baring Asset Management Limited; Director (February 2005 - June 2006) of Baring Pension Trustees Limited; Director and Treasurer (December 2003 - November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006 -September 2006) of C.M. Benefit Insurance Company; Director (May 2008 -June 2009) and Executive Vice President (June 2007 -July 2009) of C.M. Life Insurance Company; President (March 2006 -May 2007) of MassMutual Assignment Company; Director (January 2005 -December 2006), Deputy Chairman (March 2005 -December 2006) and President (February 2005 -March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008 -June 2009) and Executive Vice President (June 2007 - July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007 -January 2009) of MML Distributors, LLC.; and Chairman (March 2006 -December 2008) and Chief Executive Officer (May 2007 -December 2008) of MML Investors Services, Inc. | 94 |
The addresses of the officers in the charts below are as follows: for Messrs. Levine, Edwards, Keffer and Zack and Mss. Bloomberg and Ruffle, Two World Financial Center, 225 Liberty Street, New York, New York 10281, for Messrs. Legg, Petersen, Vandehey and Wixted and Mss. Bullington and Ives, 6803 S. Tucson Way, Centennial, Colorado 80112. Each officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Each of the Officers has served the Fund in the following capacities from the following dates: | ||
Position(s) | Length of Service | |
Michael S. Levine | Vice President and Portfolio Manager | Since 2007 |
William F. Glavin | President and Principal Executive Officer | Since 2009 |
Thomas W. Keffer | Chief Business Officer | Since 2009 |
Mark S. Vandehey | Vice President and Chief Compliance Officer |
Since 2004 |
Brian W. Wixted | Treasurer and Principal Financial & Accounting Officer |
Since 1999 |
Brian Petersen | Assistant Treasurer | Since 2004 |
Stephanie Bullington | Assistant Treasurer | Since 2008 |
Robert G. Zack | Secretary | Since 2001 |
Kathleen T. Ives | Assistant Secretary | Since 2001 |
Lisa I. Bloomberg | Assistant Secretary | Since 2004 |
Taylor V. Edwards | Assistant Secretary | Since 2008 |
Randy G. Legg | Assistant Secretary | Since 2008 |
Adrienne M. Ruffle | Assistant Secretary | Since 2008 |
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 |
Michael S. Levine (43) Vice President and Portfolio Manager |
Vice President of the Manager (since June 1998) and Vice President of the Fund (since 2007). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex. | 2 |
Name, Age, Position(s) | Principal Occupation(s) During the Past 5 Years | Portfolios Overseen in Fund Complex |
Thomas W. Keffer (54) Vice President and Chief Business Officer |
Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). | 94 |
Mark S. Vandehey (59) Vice President and Chief Compliance Officer |
Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). | 94 |
Brian W. Wixted (50) Treasurer and Principal Financial & Accounting Officer |
Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008). | 94 |
Brian Petersen (39) Assistant Treasurer |
Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). | 94 |
Stephanie Bullington (32) Assistant Treasurer |
Assistant Vice President of the Manager (since October 2005); Assistant Vice President of ButterField Fund Services (Bermuda) Limited, part of The Bank of N.T. Butterfield Son Limited (Butterfield) (February 2004-June 2005). | 94 |
Robert G. Zack (61) Secretary |
Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). | 94 |
Kathleen T. Ives (44) Assistant Secretary |
Senior Vice President (since May 2009), Deputy General Counsel (since May 2008) and Assistant Secretary (since October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset Management Corporation (since October 2003); Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since December 2001); Vice President of the Manager (June 1998-May 2009); Senior Counsel of the Manager (October 2003-May 2008). | 94 |
Lisa I. Bloomberg (42) Assistant Secretary |
Senior Vice President (since February 2010) and Deputy General Counsel (since May 2008) of the Manager; Vice President (May 2004-January 2010) Associate Counsel of the Manager (May 2004-May 2008); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS Financial Services, Inc. | 94 |
Taylor V. Edwards (42) Assistant Secretary |
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (January 2006-January 2007) and Assistant Counsel (January 2006-April 2009) of the Manager; Associate at Dechert LLP (September 2000-December 2005). | 94 |
Randy G. Legg (44) Assistant Secretary |
Vice President (since June 2005) and Associate Counsel (since January 2007) of the Manager; Assistant Vice President (February 2004-June 2005) and Assistant Counsel (February 2004-January 2007) of the Manager. | 94 |
Adrienne M. Ruffle (32) Assistant Secretary |
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (February 2005-January 2007) and Assistant Counsel (February 2005-April 2009) of the Manager; Associate (September 2002-February 2005) at Sidley Austin LLP. | 94 |
Director Share Ownership. The chart below shows information about each Director's beneficial share ownership in the Fund and in all of the registered investment companies that the Director oversees in the Oppenheimer family of funds ("Supervised Funds").
As of December 31, 2009 | ||
Dollar Range of Shares Beneficially Owned in the Fund | Aggregate Dollar Range of Shares Beneficially Owned in Supervised Funds | |
Independent Directors | ||
Brian Wruble | $1-$10,000 | Over $100,000 |
David K. Downes | $10,001-$50,000 | Over $100,000 |
Matthew P. Fink | None | Over $100,000 |
Phillip A. Griffiths | None | Over $100,000 |
Mary F. Miller | None | Over $100,000 |
Joel W. Motley | None | Over $100,000 |
Mary Ann Tynan | None | Over $100,000 |
Joseph M. Wikler | None | Over $100,000 |
Peter I. Wold | None | Over $100,000 |
Interested Director | ||
William F. Glavin, Jr. | $10,001-$50,000 | Over $100,000 |
Remuneration of the Officers and Directors. The officers and the interested Directors of the Fund, who are affiliated with the Manager, receive no salary or fee from the Fund. The Independent Directors' and Mr. Reynolds total compensation from the Fund and fund complex represents compensation, including accrued retirement benefits, for serving as a Director and member of a committee (if applicable) of the Boards of the Fund and other funds in the OppenheimerFunds complex during the calendar year ended December 31, 2009.
Name and Other Fund Position(s) (as applicable) | Aggregate Compensation From the Fund1 | Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement2 | Total Compensation From the Fund and Fund Complex |
Fiscal Year Ended October 31, 2009 | Fiscal Year Ended October 31, 2009 | Year Ended December 31, 2009 | ||
Brian F. Wruble3 | $954 | N/A | N/A | $306,7935 |
Chairman of the Board | ||||
David Downes6 | $76 | N/A | N/A | $270,5577 |
Audit Committee Chairman and Regulatory & Oversight Committee Member | ||||
Matthew P. Fink | $76 | N/A | N/A | $180,000 |
Regulatory & Oversight Committee Chairman and Governance Committee Member | ||||
Phillip A. Griffiths | $858 | N/A | N/A | $201,280 |
Audit Committee Member and Regulatory & Oversight Committee Member | ||||
Mary F. Miller | $719 | N/A | N/A | $168,000 |
Audit Committee Member and Governance Committee Member | ||||
Joel W. Motley | $7610 | N/A | N/A | $180,000 |
Governance Committee Chairman and Regulatory & Oversight Committee Member | ||||
Russell S. Reynolds, Jr.11 | $54 | N/A | $77,238.00 | $140,967 |
Mary Ann Tynan | $9312 | N/A | N/A | $216,49313 |
Regulatory & Oversight Committee Member and Governance Committee Member | ||||
Joseph M. Wikler | $7114 | N/A | N/A | $168,000 |
Audit Committee Member and Regulatory & Oversight Committee Member | ||||
Peter I. Wold | $7115 | N/A | N/A | $168,000 |
Audit Committee Member and Governance Committee Member |
1. "Aggregate Compensation From the Fund" includes fees and amounts deferred under the "Compensation Deferral Plan" (described below), if any.
2. "Estimated Annual Benefits Upon Retirement" is based on a single life payment election with the assumption that a Trustee/Director would retire at the age of 75 and would then have been eligible to receive retirement plan benefits with respect to certain New York Board Funds, and in the case of Messrs. Downes and Wruble, with respect to certain other Oppenheimer funds that prior to August 1, 2009, were not New York Board Funds (the "Former Board III Funds"). The New York Board Funds'
retirement plan was frozen effective December 31, 2006, and each plan participant who had not yet commenced receiving retirement benefits subsequently received previously accrued benefits based upon the distribution method elected by such participant. A similar plan with respect to the Former Board III Funds was frozen effective December 31, 2007.
3. Mr. Wruble became Chairman of the New York Board Funds on December 31, 2006.
4. Includes $0 deferred by Mr. Wruble under the Compensation Deferral Plan.
5. Includes $81,793 paid to Mr. Wruble for serving as a director or trustee of the Former Board III Funds.
6. Mr. Downes was appointed as Trustee/Director of the New York Board Funds on August 1, 2007, which was subsequent to the freezing of the New York Board retirement plan.
7. Includes $90,557 paid to Mr. Downes for serving as a director or trustee of the Former Board III Funds.
8. Includes $85 deferred by Mr. Griffiths under the Compensation Deferral Plan.
9. Includes $14 deferred by Ms. Miller under the Compensation Deferral Plan.
10. Includes $4 deferred by Mr. Motley under the Compensation Deferral Plan.
11. Mr. Reynolds retired from the Board of the New York Board Funds effective December 31, 2009.
12. Includes $46 deferred by Ms. Tynan under the Compensation Deferral Plan.
13. Includes $15,703 paid to Ms. Tynan for serving as a director or trustee of the Former Board III Funds.
14. Includes $35 deferred by Mr. Wikler under the Compensation Deferral Plan.
15. Includes $35 deferred by Mr. Wold under the Compensation Deferral Plan.
Retirement Plan for Directors. The New York Board Funds adopted a retirement plan that provided for payments to retired Independent Directors of up to 80% of the average compensation paid during a Director's five years of service in which the highest compensation was received. A Director needed to serve as director or trustee for any of the New York Board Funds for at least seven years to be eligible for retirement plan benefits and to serve for at least 15 years to be eligible for the maximum benefit. The Board discontinued the retirement plan with respect to new accruals as of December 31, 2006 (the "Freeze Date"). Each Director that continued to serve on the Board of any of the New York Board Funds after the Freeze Date (each such Director a "Continuing Board Member") was able to elect to have his accrued benefit as of that date (i.e., an amount equivalent to the actuarial present value of his benefit under the retirement plan as of the Freeze Date) (i) paid at once or over time, (ii) rolled into the Compensation Deferral Plan described below, or (iii) in the case of Continuing Board Members having at least seven years of service as of the Freeze Date paid in the form of an annual benefit or joint and survivor annual benefit. The Board determined to freeze the retirement plan after considering a recent trend among corporate boards of directors to forego retirement plan payments in favor of current compensation.
Compensation Deferral Plan. The Board of Directors has adopted a Compensation Deferral Plan for Independent Directors that enables them to elect to defer receipt of all or a portion of the annual fees they are entitled to receive from certain New York Board Funds. Under the plan, the compensation deferred by a Director is periodically adjusted as though an equivalent amount had been invested in shares of one or more Oppenheimer funds selected by the Director. The amount paid to the Director under the plan will be determined based on the amount of compensation deferred and the performance of the selected funds.
Deferral of the Directors' fees under the plan will not materially affect a Fund's assets, liabilities or net income per share. The plan will not obligate a fund to retain the services of any Director or to pay any particular level of compensation to any Director. Pursuant to an Order issued by the SEC, a fund may invest in the funds selected by the Director under the plan without shareholder approval for the limited purpose of determining the value of the Director's deferred compensation account.
Major Shareholders. As of February 5, 2010 the only persons or entities who owned of record, or who were known by the Fund to own beneficially, 5% or more of any class of the Fund's outstanding shares were:
Name | Address | % Owned | Share Class |
Edward D. Jones & Co. ATTN: Mutual Fund Shareholder Accounting |
201 Progress Pkwy. Maryland Hts., MO 63043-3009 | 13.70% | A |
Fidelity Investments Institutional Operations Co. Inc. Certain Employee Benefit Plans |
100 Magellan Way #KW1C Covington, KY 41015-1987 |
5.28% | A |
Edward D. Jones & Co. ATTN: Mutual Fund Shareholder Accounting |
201 Progress Pkwy. Maryland Hts., MO 63043-3009 |
10.67% | B |
MLPF&S for the Sole Benefit of its Customers ATTN: Fund Admin. |
4800 Deer Lake Dr. E., Fl. 3 Jacksonville, FL 32246-6484 |
6.25% | C |
MLPF&S for the Sole Benefit of its Customers ATTN: Fund Admin. |
4800 Deer Lake Dr. E., Fl. 3 Jacksonville, FL 32246-6484 |
9.38% | N |
Orchard Trust Co. LLC FBO Oppen RecordKeeperPro |
8515 E. Orchard Rd. Greenwood Village, CO 80111-5002 |
5.53% | N |
The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding company primarily owned by Massachusetts Mutual Life Insurance Company, a global, diversified insurance and financial services company.
Code of Ethics. The Fund, the Manager and the Distributor have a Code of Ethics. It is designed to detect and prevent improper personal trading by portfolio managers and certain other employees ("covered persons") that could compete with or take advantage of the Fund's portfolio transactions. Covered persons include persons with knowledge of the investments and investment intentions of the Fund and/or other funds advised by the Manager. The Code of Ethics does permit personnel subject to the Code to invest in securities, including securities that may be purchased or held by the Fund, subject to a number of restrictions and controls. Compliance with the Code of Ethics is carefully monitored and enforced by the Manager.
The Code of Ethics is an exhibit to the Fund's registration statement filed with the SEC. It can be viewed as part of the Fund's registration statement on the SEC's EDGAR database at the SEC's website at www.sec.gov and can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy Voting Policies and Procedures, which include Proxy Voting Guidelines, under which the Fund votes proxies relating to securities held by the Fund ("portfolio proxies"). OppenheimerFunds, Inc. generally undertakes to vote portfolio proxies with a view to enhancing the value of the company's stock held by the Funds. The Fund has retained an independent, third party proxy voting agent to vote portfolio proxies in accordance with the Fund's Proxy Voting Guidelines and to maintain records of such portfolio proxy voting. The Portfolio Proxy Voting Policies and Procedures include provisions to address conflicts of interest that may arise between the Fund and the Manager or the Manager's affiliates or business relationships. Such a conflict of interest may arise, for example, where the Manager or an affiliate of the Manager manages or administers the assets of a pension plan or other investment account of the portfolio company soliciting the proxy or seeks to serve in that capacity. The Manager and its affiliates generally seek to avoid such material conflicts of interest by maintaining separate investment decision making processes to prevent the sharing of business objectives with respect to proposed or actual actions regarding portfolio proxy voting decisions. Additionally, the Manager employs the following procedures, as long as OFI determines that the course of action is consistent with the best interests of the Fund and its shareholders: (1) if the proposal that gives rise to the conflict is specifically addressed in the Proxy Voting Guidelines, the Manager will vote the portfolio proxy in accordance with the Proxy Voting Guidelines, provided that they do not provide discretion to the Manager on how to vote on the matter; (2) if such proposal is not specifically addressed in the Proxy Voting Guidelines or the Proxy Voting Guidelines provide discretion to the Manager on how to vote, 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; and (3) if neither of the previous two procedures provides an appropriate voting recommendation, the Manager may retain an independent fiduciary to advise the Manager on how to vote the proposal or may abstain from voting. The Proxy Voting Guidelines' provisions with respect to certain routine and non-routine proxy proposals are summarized below:
The Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048 and (ii) on the SEC's website at www.sec.gov.
The Investment Advisory Agreement. The Manager provides investment advisory and management services to the Fund under an investment advisory agreement between the Manager and the Fund. The Manager selects securities for the Fund's portfolio and handles its day-to-day business. The portfolio manager of the Fund is employed by the Manager and is principally responsible for the day-to-day management of the Fund's portfolio. Other members of the Manager's Equity Portfolio Department provide the portfolio manager with counsel and support in managing the Fund's portfolio.
The agreement requires the Manager, at its expense, to provide the Fund with adequate office space, facilities and equipment. It also requires the Manager to provide and supervise the activities of all administrative and clerical personnel required to provide effective administration for the Fund. Those responsibilities include the compilation and maintenance of records with respect to its operations, the preparation and filing of specified reports, and composition of proxy materials and registration statements for continuous public sale of shares of the Fund.
The Fund pays expenses not expressly assumed by the Manager under the advisory agreement. The advisory agreement lists examples of expenses paid by the Fund. The major categories relate to interest, taxes, brokerage commissions, fees to certain Directors/Trustees, legal and audit expenses, custodian and transfer agent expenses, share issuance costs, certain printing and registration costs and non-recurring expenses, including litigation costs. The management fees paid by the Fund to the Manager are calculated at the rates described in the Prospectus, which are applied to the assets of the Fund as a whole. The fees are allocated to each class of shares based upon the relative proportion of the Fund's net assets represented by that class. The management fees paid by the Fund to the Manager during its last three fiscal years were:
Fiscal Year ended 10/31 | Management Fee Paid to OppenheimerFunds, Inc. |
2007 | $4,171,523 |
2008 | $2,758,254 |
2009 | $2,041,068 |
The investment advisory agreement states that in the absence of willful misfeasance, bad faith, gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the investment advisory agreement, the Manager is not liable for any loss the Fund sustains in connection with matters to which the agreement relates.
The agreement permits the Manager to act as investment adviser for any other person, firm or corporation and to use the name "Oppenheimer" in connection with other investment companies for which it may act as investment adviser or general distributor. If the Manager shall no longer act as investment adviser to the Fund, the Manager may withdraw the right of the Fund to use the name "Oppenheimer" as part of its name.
Pending Litigation. Since 2009, a number of lawsuits were filed in federal courts against the Manager, the Distributor, and certain mutual funds ("Defendant Funds") advised by the Manager and distributed by the Distributor (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund's investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys' fees and litigation expenses.
In 2009, lawsuits were filed in state court against the Manager and its subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys' fees and litigation expenses.
Other lawsuits were filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm ("Madoff") and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys' fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
The Manager believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds' Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the individual Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.
Portfolio Manager. The Fund's portfolio is managed by Michael S. Levine (referred to as the "Portfolio Manager"). He is the person responsible for the day-to-day management of the Fund's investments.
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 Managed1 | Other Accounts Managed | Total Assets in Other Accounts Managed2 | ||||||
Levine | 1 | $1,740 | 0 | $0 | 1 | $200 |
1. |
In millions. |
2. |
Does not include personal accounts of the portfolio manager and his family, which are subject to the Code of Ethics. |
Compensation of the Portfolio Manager. The Fund's Portfolio Manager is employed and compensated by the Manager, not the Fund. Under the Manager's compensation program for its portfolio managers and portfolio analysts, Fund performance is the most important element of compensation with half of annual cash compensation based on relative investment performance results of the funds or accounts they manage, rather than on the financial success of the Manager. This is intended to align the portfolio managers and analysts interests with the success of the funds and accounts and their shareholders. The Manager's compensation structure is designed to attract and retain highly qualified investment management professionals and to reward individual and team contributions toward creating shareholder value. As of the Fund's most recently completed fiscal year end, the Portfolio Manager's compensation consisted of three elements: a base salary, an annual discretionary bonus and eligibility to participate in long-term awards of options and stock appreciation rights in regard to the common stock of the Manager's holding company parent, as well as restricted shares of such common stock. Senior portfolio managers may also be eligible to participate in the Manager's deferred compensation plan.
The base pay component of each portfolio manager is reviewed regularly to ensure that it reflects the performance of the individual, is commensurate with the requirements of the particular portfolio, reflects any specific competence or specialty of the individual manager, and is competitive with other comparable positions. The annual discretionary bonus is determined by senior management of the Manager and is based on a number of factors, including a fund's pre-tax performance for periods of up to five years, measured against an appropriate Lipper benchmark selected by management. The majority (80%) is based on three and five year data, with longer periods weighted more heavily. Below median performance in all three periods results in an extremely low, and in some cases no, performance based bonus. Other factors considered include management quality (such as style consistency, risk management, sector coverage, team leadership and coaching) and organizational development. The Portfolio Manager's compensation is not based on the total value of the Fund's portfolio assets, although the Fund's investment performance may increase those assets. The compensation structure is also intended to be internally equitable and serve to reduce potential conflicts of interest between the Fund and other funds and accounts managed by the Portfolio Manager.
The Lipper benchmark used with respect to the Fund is Lipper-Equity Income Funds.
Portfolio Manager | Range of Shares Beneficially Owned in the Fund | ||
Levine | $50,001 - $100,000 |
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory Agreement. One of the duties of the Manager under the investment advisory agreement is to arrange the portfolio transactions for the Fund. The advisory agreement contains provisions relating to the employment of broker-dealers for that purpose. The advisory agreement authorizes the Manager to employ broker-dealers, including "affiliated brokers," as that term is defined in the Investment Company Act, that the Manager thinks, in its best judgment based on all relevant factors, will implement the policy of the Fund to obtain the "best execution" of the Fund's portfolio transactions. "Best execution" means executing trades in a manner that the total cost or proceeds is the most favorable under the circumstances. Some of the circumstances that may influence this decision are: cost (brokerage commission or dealer spread), size of order, difficulty of order, and the firm's ability to provide prompt and reliable execution.
The Manager need not seek competitive commission bidding. However, the Manager is expected to be aware of the current rates of eligible brokers and to minimize the commissions paid to the extent consistent with the interests and policies of the Fund as established by its Board. The Fund is not required to pay the lowest available commission. Under the investment advisory agreement, in choosing brokers to execute portfolio transactions for the Fund, the Manager may select brokers (other than affiliates) that provide both brokerage and research services to the Fund. The commissions paid to those brokers may be higher than another qualified broker would charge, if the Manager makes a good faith determination that the commission is fair and reasonable in relation to the services provided.
Brokerage Practices Followed by the Manager. The Manager allocates brokerage for the Fund subject to the provisions of the investment advisory agreement and other applicable rules and procedures described below.
The Manager's portfolio traders allocate brokerage based upon recommendations from the Manager's portfolio managers, together with the portfolio traders' judgment as to the execution capability of the broker or dealer. In certain instances, portfolio managers may directly place trades and allocate brokerage. In either case, the Manager's executive officers supervise the allocation of brokerage.
Transactions in securities other than those for which an exchange is the primary market are generally done with principals or market makers. In transactions on foreign exchanges, the Fund may be required to pay fixed brokerage commissions and therefore would not have the benefit of negotiated commissions that are available in U.S. markets. Brokerage commissions are paid primarily for transactions in listed securities or for certain fixed-income agency transactions executed in the secondary market. Otherwise, brokerage commissions are paid only if it appears likely that a better price or execution can be obtained by doing so. In an option transaction, the Fund ordinarily uses the same broker for the purchase or sale of the option and any transaction in the securities to which the option relates.
Other accounts advised by the Manager have investment policies similar to those of the Fund. Those other accounts may purchase or sell the same securities as the Fund at the same time as the Fund, which could affect the supply and price of the securities. When possible, the Manager tries to combine concurrent orders to purchase or sell the same security by more than one of the accounts managed by the Manager or its affiliates. If two or more accounts advised by the Manager purchase the same security on the same day from the same dealer, the transactions under those combined orders are averaged as to price and allocated in accordance with the purchase or sale orders actually placed for each account.
Rule 12b-1 under the Investment Company Act prohibits any fund from compensating a broker or dealer for promoting or selling the fund's shares by (1) directing to that broker or dealer any of the fund's portfolio transactions, or (2) directing any other remuneration to that broker or dealer, such as commissions, mark-ups, mark downs or other fees from the fund's portfolio transactions, that were effected by another broker or dealer (these latter arrangements are considered to be a type of "step-out" transaction). In other words, a fund and its investment adviser cannot use the fund's brokerage for the purpose of rewarding broker-dealers for selling a fund's shares.
However, the Rule permits funds to effect brokerage transactions through firms that also sell fund shares, provided that certain procedures are adopted to prevent a quid pro quo with respect to portfolio brokerage allocations. As permitted by the Rule, the Manager has adopted procedures (and the Fund's Board has approved those procedures) that permit the Fund to execute portfolio securities transactions through brokers or dealers that also promote or sell shares of the Fund, subject to the "best execution" considerations discussed above. Those procedures are designed to prevent: (1) the Manager's personnel who effect the Fund's portfolio transactions from taking into account a broker's or dealer's promotion or sales of the Fund shares when allocating the Fund's portfolio transactions, and (2) the Fund, the Manager and the Distributor from entering into agreements or understandings under which the Manager directs or is expected to direct the Fund's brokerage directly, or through a "step-out" arrangement, to any broker or dealer in consideration of that broker's or dealer's promotion or sale of the Fund's shares or the shares of any of the other Oppenheimer funds.
The investment advisory agreement permits the Manager to allocate brokerage for research services. The research services provided by a particular broker may be useful both to the Fund and to one or more of the other accounts advised by the Manager or its affiliates. Investment research may be supplied to the Manager by a broker through which trades are placed or by a third party at the instance of the broker.
Investment research services include information and analysis on particular companies and industries as well as market or economic trends and portfolio strategy, market quotations for portfolio evaluations, analytical software and similar products and services. If a research service also assists the Manager in a non-research capacity (such as bookkeeping or other administrative functions), then only the percentage or component that provides assistance to the Manager in the investment decision making process may be paid in commission dollars.
Although the Manager currently does not do so, the Board may permit the Manager to use stated commissions on secondary fixed-income agency trades to obtain research if the broker represents to the Manager that: (i) the trade is not from or for the broker's own inventory, (ii) the trade was executed by the broker on an agency basis at the stated commission, and (iii) the trade is not a riskless principal transaction. The Board may also permit the Manager to use commissions on fixed-price offerings to obtain research in the same manner as is permitted for agency transactions.
The research services provided by brokers broaden the scope and supplement the research activities of the Manager. That research provides additional views and comparisons for consideration, and helps the Manager to obtain market information for the valuation of securities that are either held in the Fund's portfolio or are being considered for purchase. The Manager provides information to the Board about the commissions paid to brokers furnishing such services, together with the Manager's representation that the amount of such commissions was reasonably related to the value or benefit of such services.
During the fiscal years ended October 31, 2007, 2008 and 2009, the Fund paid the total brokerage commissions indicated in the chart below. During the fiscal year ended October 31, 2009, the Fund paid $874,324 in commissions to firms that provide brokerage and research services to the Fund with respect to $574,536,411 of aggregate portfolio transactions. All such transactions were on a "best execution" basis, as described above. The provision of research services was not necessarily a factor in the placement of all such transactions.
Fiscal Year ended 10/31 | Total Brokerage Commissions Paid by the Fund* |
2007 | $913,324 |
2008 | $716,754 |
2009 | $936,422 |
* Amounts do not include spreads or commissions on principal transactions on a net trade basis.
Distribution and Service Arrangements
The Distributor. Under its General Distributor's Agreement with the Fund, the Distributor acts as the Fund's principal underwriter in the continuous public offering of the Fund's shares. The Distributor bears the expenses normally attributable to sales, including advertising and the cost of printing and mailing prospectuses, other than those furnished to existing shareholders. The Distributor is not obligated to sell a specific number of shares.
The sales charges and concessions paid to, or retained by, the Distributor from the sale of shares and the contingent deferred sales charges ("CDSCs") retained by the Distributor on the redemption of shares during the Fund's three most recent fiscal years are shown in the tables below.
Class A Sales Charges | ||
Fiscal Year Ended 10/31: | Aggregate Front-End Sales Charges on Class A Shares | Class A Front-End Sales Charges Retained by Distributor* |
2007 | $733,788 | $194,320 |
2008 | $473,783 | $127,555 |
2009 | $1,089,317 | $255,434 |
* Includes amounts retained by a broker-dealer that is an affiliate or a parent of the Distributor.
Concessions Advanced by Distributor | ||||
Fiscal Year Ended 10/31: | 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 N Shares Advanced by Distributor* |
2007 | $31,495 | $195,426 | $35,382 | $11,411 |
2008 | $25,094 | $121,335 | $24,100 | $5,733 |
2009 | $13,545 | $212,263 | $61,088 | $3,822 |
* 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 N shares from its own resources at the time of sale.
Contingent Deferred Sales Charges | ||||
Fiscal Year Ended 10/31: | 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 N Contingent Deferred Sales Charges Retained by Distributor |
2007 | $890 | $105,692 | $3,642 | $448 |
2008 | $1,686 | $77,367 | $3,213 | $1,847 |
2009 | $2,822 | $50,811 | $3,066 | $67 |
Distribution and Service (12b-1) Plans. The Fund has adopted a Service Plan for Class A shares and Distribution and Service Plans for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act. Under those plans the Fund pays the Distributor for all or a portion of its costs incurred in connection with the distribution and/or servicing of the shares of the particular class. Each plan has been approved by a vote of the Board, including a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on that plan. The Independent Directors are not "interested persons" of the Fund and do not have any direct or indirect financial interest in the operation of the distribution plan or any agreement under the plan, in accordance with Rule 12b-1 of the Investment Company Act.
Under the plans, the Manager and the Distributor may make payments to affiliates. In their sole discretion, they may also from time to time make substantial payments from their own resources, which include the profits the Manager derives from the advisory fees it receives from the Fund, to compensate brokers, dealers, financial institutions and other intermediaries for providing distribution assistance and/or administrative services or that otherwise promote sales of the Fund's shares. These payments, some of which may be referred to as "revenue sharing," may relate to the Fund's inclusion on a financial intermediary's preferred list of funds offered to its clients.
A plan continues in effect from year to year only if the Fund's Board and its Independent Trustees/Directors vote annually to approve its continuance at an in person meeting called for that purpose. A plan may be terminated at any time by the vote of a majority of the Independent Trustees/Directors or by the vote of the holders of a "majority" (as defined in the Investment Company Act) of the outstanding shares of the Class of shares to which it applies.
The Board and the Independent Trustees/Directors must approve all material amendments to a plan. An amendment to materially increase the amount of payments to be made under a plan must also be approved by shareholders of any affected class. Because Class B shares of the Fund automatically convert into Class A shares 72 months after purchase, the shareholders of both Class A and Class B, voting separately by class, must approve a proposed amendment to the Class A plan that would materially increase payments under that plan.
At least quarterly while the plans are in effect, the Treasurer of the Fund will provide the Board with separate written reports on the plans for its review. The reports will detail the amount of all payments made under a plan and the purpose for which the payments were made. Those reports are subject to the review and approval of the Independent Trustees/Directors.
While each plan is in effect, the Independent Trustees/Directors of the Fund will select and nominate any other Independent Trustees/Directors. This does not prevent the involvement of others in the selection and nomination process as long as the final decision is made by a majority of the Independent Trustees/Directors.
No payment will be made to any recipient for any share class unless, during the applicable period, the aggregate net asset value of Fund shares of the class held by the recipient (for itself and its customers) exceeds a minimum amount that may be set by a majority of the Independent Trustees/Directors from time to time.
Class A Service Plan. Under the Class A service plan, the Distributor currently uses the fees it receives from the Fund to pay brokers, dealers and other financial institutions (referred to as "recipients") for personal and account maintenance services they provide for their customers who hold Class A shares. Those services may include answering customer inquiries about the Fund, assisting in establishing and maintaining Fund accounts, making the Fund's investment plans available and providing other services at the request of the Fund or the Distributor. The Class A service plan permits the Fund to reimburse the Distributor at an annual rate of up to 0.25% of the Class A average net assets. The Distributor makes payments to recipients periodically at an annual rate of not more than 0.25% of the Class A average net assets held in the accounts of the recipient or it customers.
The Distributor does not receive or retain the service fee for Class A share accounts for which the Distributor is listed as the broker-dealer of record. While the plan permits the Board to authorize payments to the Distributor to reimburse itself for those services, the Board has not yet done so, except with respect to shares purchased prior to March 1, 2007 by certain group retirement plans that were established prior to March 1, 2001 ("grandfathered retirement plans").
Prior to March 1, 2007, the Distributor paid the 0.25% first year service fee for grandfathered retirement plans in advance and retained the service fee paid by the Fund with respect to those shares for the first year. After those shares are held for a year, the Distributor pays the ongoing service fees to recipients on a periodic basis. If those shares were redeemed within the first year after their purchase, the recipient of the service fees on those shares was obligated to repay the Distributor a pro rata portion of the advance payment of the fees. If those shares were redeemed within 18 months, they were subject to a CDSC. For Class A shares purchased in grandfathered retirement plans on or after March 1, 2007, the Distributor does not make any payment in advance and does not retain the service fee for the first year and the shares are not subject to a CDSC.
For the fiscal year ended October 31, 2009 payments under the Class A service plan totaled $563,027, of which $1,182, was retained by the Distributor under the arrangement described above, regarding grandfathered retirement accounts, including $26,153 paid to an affiliate of the Distributor's parent company. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. The Distributor may not use payments received under the Class A plan to pay any of its interest expenses, carrying charges, or other financial costs, or allocation of overhead.
Class B, Class C and Class N Distribution and Service Plans. Under the Class B, Class C and Class N Distribution and Service Plans (each a "Plan" and together the "Plans"), the Fund pays the asset-based sales charge (the "distribution fee") to the Distributor for its services in distributing Class B, Class C and Class N shares. The distribution fee allows investors to buy Class B, Class C and Class N shares without a front-end sales charge, while allowing the Distributor to compensate dealers that sell those shares. The Distributor may use the service fees it receives under the Plans to pay recipients for providing services similar to the services provided under the Class A service plan, described above.
Payments under the Plans are made in recognition that the Distributor:
Distribution fees on Class B and Class N shares are generally retained by the Distributor. If a dealer has a special agreement with the Distributor, the Distributor may pay the Class B or Class N distribution fees to recipients periodically in lieu of paying the sales concession in advance at the time of purchase. The Distributor retains the distribution fee on Class C shares during the first year and then pays it as an ongoing concession to recipients.
Service fees for the first year after Class B, Class C and Class N shares are purchased are generally paid to recipients in advance. After the first year, the Distributor pays the service fees to recipients periodically. Under the Plans, the Distributor is permitted to retain the service fees or to pay recipients the service fee on a periodic basis, without payment in advance. If a recipient has a special agreement with the Distributor, the Distributor may pay the Class B, Class C or Class N service fees to recipients periodically in lieu of paying the first year fee in advance. If Class B, Class C or Class N shares are redeemed during the first year after their purchase, a recipient of service fees on those shares will be obligated to repay a pro rata portion of the advance payment to the Distributor. Shares purchased by exchange do not qualify for the advance service fee payment.
Class B, Class C or Class N shares may not be purchased by a new investor directly from the Distributor without the investor designating another registered broker-dealer. If a current investor no longer has another broker-dealer of record for an existing account, the Distributor is automatically designated as the broker-dealer of record, but solely for the purpose of acting as the investor's agent to purchase the shares. In those cases, the Distributor retains the distribution fees paid on Class B, Class C and Class N shares, but does not retain any service fees as to the assets represented by that account.
Each Plan provides for the Distributor to be compensated at a flat rate, whether the Distributor's distribution expenses for a period are more or less than the amounts paid by the Fund under the relevant Plan. During a calendar year, the Distributor's actual expenses in selling Class B, Class C and Class N shares may be more than the distribution fees paid to the Distributor under the Plans and the CDSC's collected on redeemed shares. Those excess expenses are carried over on the Distributor's books and may be recouped from distribution fees paid by the Fund in future years. However, the Distributor has voluntarily agreed to cap the amount that may be carried over from year to year and recouped for certain categories of expenses at 0.70% of annual gross sales of shares of the Fund. The capped expenses under the Plans are (i) expenses the Distributor has incurred that represent compensation and expenses of its sales personnel and (ii) other direct distribution costs it has incurred, such as sales literature, state registration fees, advertising and prospectuses used to offer Fund shares. If those categories of expenses exceed the capped amount, the Distributor would bear the excess costs. If a Plan were to be terminated by the Fund, the Fund's Board may allow the Fund to continue payments of the distribution fees to the Distributor for its services in distributing shares before the Plan was terminated.
The distribution and service fees under each Plan are computed on the average of the net asset value of shares in the respective class, determined as of the close of each regular business day. The distribution and service fees increase the annual Class B and Class C expenses by 1.00% and increase the annual Class N expenses by 0.50% of net assets.
Distribution and Service Fees Paid to the Distributor for the Fiscal Year Ended 10/31/09 | |||||
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 | $244,213 | $189,049 | $2,907 | $0 | 0.00% |
Class C Plan | $322,756 | $39,540 | $8,914 | $891,321 | 1.99% |
Class N Plan | $48,225 | $14,178 | $4,306 | $325,287 | 2.51% |
All payments under the Plans are subject to the limitations imposed by the Conduct Rules of FINRA on payments of distribution and service fees.
Payments to Fund Intermediaries
Financial intermediaries may receive various forms of compensation or reimbursement from the Fund in the form of distribution and service (12b-1) plan payments as described above. They may also receive payments or concessions from the Distributor, derived from sales charges paid by the financial intermediary's clients, also as described in this SAI. In addition, the Manager and the Distributor (including their affiliates) may make payments to financial intermediaries in connection with the intermediaries' offering and sales of Fund shares and shares of other Oppenheimer funds, or their provision of marketing or promotional support, transaction processing or administrative services. Among the financial intermediaries that may receive these payments are brokers or dealers who sell or hold shares of the Fund, banks (including bank trust departments), registered investment advisers, insurance companies, retirement plan or qualified tuition program administrators, third party administrators, recordkeepers or other institutions that have selling, servicing or similar arrangements with the Manager or the Distributor. The payments to intermediaries vary by the types of product sold, the features of the Fund share class and the role played by the intermediary.
Types of payments to financial intermediaries may include, without limitation, the following:
The Fund, or an investor buying or selling Fund shares may pay:
In addition, the Manager or Distributor may, at their discretion, make the following types of payments from their own respective resources, which may include profits the Manager derives from investment advisory fees paid by the Fund. These payments are often referred to as "revenue sharing" payments, and may include:
Although brokers or dealers that sell Fund shares may also act as a broker or dealer in connection with the purchase or sale of portfolio securities by the Fund or other Oppenheimer funds, the Manager does not consider a financial intermediary's sales of shares of the Fund or other Oppenheimer funds when choosing brokers or dealers to effect portfolio transactions for the Fund or other Oppenheimer funds.
Revenue sharing payments can pay for distribution-related or asset retention items including, without limitation:
These payments may provide an incentive to financial intermediaries to actively market or promote the sale of shares of the Fund or other Oppenheimer funds, or to support the marketing or promotional efforts of the Distributor in offering shares of the Fund or other Oppenheimer funds. In addition, some types of payments may provide a financial intermediary with an incentive to recommend the Fund or a particular share class. Financial intermediaries may earn profits on these payments, since the amount of the payments may exceed the cost of providing the services. Certain of these payments are subject to limitations under applicable law. Financial intermediaries may categorize and disclose these arrangements to their clients and to members of the public in a manner different from the disclosures in the Fund's Prospectus and this SAI. You should ask your financial intermediary for information about any payments it receives from the Fund, the Manager or the Distributor and any services it provides, as well as the fees and commissions it charges.
For the year ended December 31, 2008, the following financial intermediaries and/or their affiliates (which in some cases are broker-dealers) offered shares of the Oppenheimer funds and received revenue sharing or similar distribution-related payments from the Manager or the Distributor for marketing or program support:
1st Global Capital Company | GE Life & Annuity Company | National Planning Corporation |
Advantage Capital Corporation | Genworth Financial, Inc. | Nationwide Investment Services, Inc. |
Aegon USA | GlenBrook Life and Annuity Company | New England Securities, Inc. |
Aetna Life Insurance & Annuity Company | Great West Life Insurance Company | New York Life Insurance & Annuity Company |
AG Edwards & Sons, Inc. | GWFS Equities, Inc. | Oppenheimer & Company, Inc. |
AIG Financial Advisors | Hartford Life Insurance Company | PFS Investments, Inc. |
AIG Life Variable Annuity Company | HD Vest Investment Services, Inc. | Park Avenue Securities LLC |
Allianz Life Insurance Company | Hewitt Associates LLC | Pershing LLC |
Allmerica Financial Life Insurance & Annuity Company | HSBC Securities USA, Inc. | Phoenix Life Insurance Company |
Allstate Life Insurance Company | IFMG Securities, Inc. | Plan Member Securities |
American General Annuity Insurance Company | ING Financial Advisers LLC | Prime Capital Services, Inc. |
American Enterprise Life Insurance Company | ING Financial Advisers LLC | Primevest Financial Services, Inc. |
American Portfolios Financial Services, Inc. | Invest Financial Corporation | Protective Life Insurance Company |
Ameritas Life Insurance Company | Investment Centers of America | Prudential Investment Management Services LLC |
Ameriprise Financial Services, Inc. | Jefferson Pilot Life Insurance Company | Raymond James & Associates, Inc. |
Annuity Investors Life Insurance Company | Jefferson Pilot Securities Corporation | Raymond James Financial Services, Inc. |
Associated Securities Corporation | John Hancock Life Insurance Company | RBC Dain Rauscher Inc. |
AXA Advisors LLC | JP Morgan Securities, Inc. | Riversource Life Insurance Company |
AXA Equitable Life Insurance Company | Kemper Investors Life Insurance Company | Royal Alliance Associates, Inc. |
Banc of America Investment Services | Legend Equities Company | Securities America, Inc. |
CCO Investment Services Corporation | Lincoln Benefit National Life | Security Benefit Life Insurance Company |
Cadaret Grant & Company, Inc. | Lincoln Financial Advisors Corporation | Signator Investments, Inc. |
Charles Schwab & Company, Inc. | Lincoln Investment Planning, Inc. | SII Investments, Inc. |
Chase Investment Services Corporation | Linsco Private Ledger Financial | Sorrento Pacific Financial LLC |
Citigroup Global Markets Inc. | Massachusetts Mutual Life Insurance Company | State Farm VP Management Corporation |
CitiStreet Advisors LLC | Merrill Lynch Pierce Fenner & Smith Incorporated | Sun Life Annuity Company Ltd. |
Citizen's Bank of Rhode Island | Merrill Lynch Insurance Group | Sun Life Assurance Company of Canada |
Columbus Life Insurance Company | MetLife Investors Insurance Company | Sun Life Insurance & Annuity Company of New York |
Commonwealth Financial Network | MetLife Investors Insurance Company - Security First | Sun Life Insurance Company |
Compass Group Investment Advisors | MetLife Securities, Inc. | Sun Trust Securities, Inc. |
CUNA Brokerage Services, Inc. | Minnesota Life Insurance Company | Thrivent Financial Services, Inc. |
CUNA Mutual Insurance Society | MML Investor Services, Inc. | UBS Financial Services, Inc. |
CUSO Financial Services, LLP | Mony Life Insurance Company | Union Central Life Insurance Company |
E*TRADE Clearing LLC | Morgan Stanley & Company, Inc. | Uvest |
Edward D. Jones & Company | Multi-Financial Securities Corporation | Valic |
Essex National Securities, Inc. | Mutual Service Corporation | Wachovia Securities, Inc. |
Federal Kemper Life Assurance Company | NFP Securities, Inc. | Walnut Street Securities, Inc. |
Financial Network | NRP Financial, Inc. | Waterstone Financial Group |
Financial Services Corporation | Nathan & Lewis Securities, Inc. | Wells Fargo Investments |
GE Financial Assurance | National Planning Holdings, Inc. | Wescom Financial Services |
For the year ended December 31, 2008, the following firms (which in some cases are broker-dealers) received payments from the Manager or Distributor for administrative or other services provided (other than revenue sharing arrangements), as described above:
1st Global Capital Company | Geller Group | Northwest Plan Services, Inc. |
AG Edwards & Sons, Inc. | Great West Life Insurance Company | NY Life Benefits |
ACS HR Solutions | H&R Block Financial Advisors, Inc. | Oppenheimer & Co, Inc. |
ADP | Hartford Life Insurance Company | Peoples Securities, Inc. |
Administrative Management Group | HD Vest Investment Services | Pershing LLC |
Aetna Life Insurance & Annuity Company | Hewitt Associates LLC | PFPC |
Alliance Benefit Group | HSBC Brokerage USA, Inc. | Plan Administrators, Inc. |
American Diversified Distributors | ICMA - RC Services | Plan Member Securities |
American Funds | Independent Plan Coordinators | Primevest Financial Services, Inc. |
American Stock & Transfer | Ingham Group | Princeton Retirement Services |
American United Life Insurance Company | Interactive Retirement Systems | Principal Life Insurance Company |
Ameriprise Financial Services, Inc. | Intuition | Prudential Investment Management Services LLC |
Ameritrade, Inc. | Invesmart | PSMI Group, Inc. |
Ascensus | Invest Financial Corporation | Quads Trust Company |
AXA Equitable Life Insurance Company | Janney Montgomery Scott, Inc. | Raymond James & Associates, Inc. |
Benefit Administration, Inc. | JJB Hillard W. L. Lyons, Inc. | Reliance Trust Company |
Benefit Plans Administration | John Hancock Life Insurance Company | Reliastar Life Insurance Company |
Benetech, Inc. | JP Morgan Securities, Inc. | Robert W. Baird & Company |
Boston Financial Data Services | July Business Services | RSM McGladrey |
Ceridian | Kaufman & Goble | Scott & Stringfellow, Inc. |
Charles Schwab & Company, Inc. | Legend Equities Company | Scottrade, Inc. |
Citigroup Global Markets Inc. | Lehman Brothers, Inc. | SII Investments, Inc. |
CitiStreet | Liberty Funds Distributor, Inc. | Southwest Securities, Inc. |
City National Investments | Lincoln Investment Planning, Inc. | Standard Insurance Company |
Clark Consulting | Lincoln National Life Insurance Company | Stanley, Hunt, Dupree & Rhine |
Columbia Management | Linsco Private Ledger Financial | Stanton Group, Inc. |
CPI Qualified Plan Consultants, Inc. | Marshall & Ilsley Trust Company, Inc. | Sterne Agee & Leach, Inc. |
DA Davidson & Company | Massachusetts Mutual Life Insurance Company | Stifel Nicolaus & Company, Inc. |
Daily Access. Com, Inc. | Matrix Settlement & Clearance Services | Sun Trust Securities, Inc. |
Davenport & Company, LLC | Mercer HR Services | Symetra Financial Corporation |
David Lerner Associates, Inc. | Merrill Lynch Pierce Fenner & Smith Incorporated | T. Rowe Price |
Digital Retirement Solutions, Inc. | Mesirow Financial, Inc. | The 401k Company |
Diversified Investment Advisors Inc. | MetLife Securities, Inc. | The Retirement Plan Company, LLC |
DR, Inc. | MFS Investment Management | Transamerica Retirement Services |
Dyatech, LLC | Mid Atlantic Capital Company | TruSource Union Bank of CA |
E*TRADE Clearing LLC | Milliman USA | UBS Financial Services, Inc. |
Edward D. Jones & Company | Morgan Keegan & Company, Inc. | Unified Fund Services |
ERISA Administrative Services, Inc. | Morgan Stanley & Company, Inc. | Union Bank |
ExpertPlan.com | Mutual of Omaha Life Insurance Company | US Clearing Company |
FASCore, LLC | Nathan & Lewis Securities, Inc. | USAA Investment Management Company |
Ferris Baker Watts, Inc. | National City Bank | USI Consulting Group |
Fidelity | National Deferred Company | Valic Retirement Services |
First Clearing LLC | National Financial | Vanguard Group |
First Clearing LLC | National Planning Corporation | Wachovia Securities, Inc. |
First Southwest Company | Nationwide Life Insurance Company | Wedbush Morgan Securities |
First Trust - Datalynx | Newport Retirement Services, Inc. | Wells Fargo Investments Wilmington Trust |
Explanation of Performance Calculations. The use of standardized performance calculations enables an investor to compare the Fund's performance to the performance of other funds for the same periods. The Fund's performance data in advertisements must comply with rules of the SEC, which describe the types of performance data that may be used and how it is to be calculated. In general, any advertisement by the Fund of its performance data must include the average annual total returns for the advertised class of shares of the Fund. The Fund may use a variety of performance calculations, including "cumulative total return," "average annual total return," "average annual total return at net asset value," and "total return at net asset value." How these types of returns are calculated are described below.
Total Return Information. "Total return" is the change in value of a hypothetical investment in the Fund over a given period, assuming that all dividends and capital gains distributions are reinvested in additional shares and that the investment is redeemed at the end of the period. Because of differences in expenses for each class of shares, the total returns for each class will differ and are measured separately.
There are different types of "total returns." "Cumulative total return" measures the change in value over the entire period (for example, ten years). "Average annual total return" shows the average rate of return for each year in a period that would produce the cumulative total return over the entire period. However, average annual total returns do not show actual year-by-year performance. The Fund uses the methodology prescribed by the SEC to calculate its standardized total returns.
In calculating the Fund's total returns, the following sales charges are applied unless the returns are shown at "net asset value" as described below:
The Fund's returns are calculated based on the change in value of a hypothetical initial investment of $1,000 ("P" in the formulas below) held for a number of years ("n" in the formulas)
A number of factors should be considered before using the Fund's performance information as a basis for comparison with other investments:
Performance Data. The charts below show the Fund's performance as of its most recent fiscal year end. You can obtain current performance information by visiting the OppenheimerFunds website at www.oppenheimerfunds.com or by calling the Fund's Transfer Agent at the telephone number shown on the cover of this SAI.
The performance of each class of shares is shown separately, because the performance of each class of shares will usually be different. That is because of the different kinds of expenses each class bears. The total returns of each class of shares of the Fund are affected by market conditions, the quality of the Fund's investments, the maturity of those investments, the types of investments the Fund holds, and its operating expenses that are allocated to the particular class.
Total returns for any given past period represent historical performance information and are not, and should not be considered, a prediction of future returns.
The Fund's Total Returns for the Periods Ended 10/31/09 | ||||||||
Cumulative Total Returns | Average Annual Total Returns | |||||||
10 Years or life of class, if less | 1-Year | 5-Years | 10-Years or life of class, if less | |||||
Class of Shares | After Sales Charge | Without Sales Charge | After Sales Charge | Without Sales Charge | After Sales Charge | Without Sales Charge | After Sales Charge | Without Sales Charge |
Class A1 | 57.13% | 66.72% | 21.41% | 28.82% | 1.81% | 3.02% | 4.62% | 5.24% |
Class B2 | 59.65% | 59.65% | 22.69% | 27.69% | 1.87% | 2.11% | 4.79% | 4.79% |
Class C3 | 54.20% | 54.20% | 26.77% | 27.77% | 2.13% | 2.13% | 4.43% | 4.43% |
Class N4 | 33.98% | 33.98% | 27.40% | 28.40% | 2.63% | 2.63% | 3.43% | 3.43% |
1. Inception of Class A: 2/13/87.
2. Inception of Class B: 3/3/97.
3. Inception of Class C: 3/3/97.
4. Inception of Class N: 3/1/01.
Average Annual Total Returns for Class A Shares (After Sales Charge) for the Periods Ended 10/31/09* | |||
1-Year | 5-Year | 10-Year | |
After Taxes on Distributions | 20.39% | 0.07% | 2.37% |
After Taxes on Distributions and Redemption of Fund Shares | 14.54% | 1.27% | 3.13% |
*Inception of Class A: 2/13/87.
Other Performance Comparisons. In its Annual Report to shareholders, the Fund compares its performance to that of one or more appropriate market indices. You can obtain that information by visiting the OppenheimerFunds website at www.oppenheimerfunds.com or by calling the Fund's Transfer Agent at the telephone number shown on the cover of this SAI. The Fund may also compare its performance to that of other investments, including other mutual funds, or use rankings of its performance by independent ranking entities. The following are examples of some of those comparisons.
Lipper Rankings. From time to time the Fund may publish the ranking of the performance of its share classes by Lipper, Inc. ("Lipper"), a widely-recognized independent mutual fund monitoring service. Lipper monitors and ranks the performance of regulated investment companies for various periods in categories based on investment styles. Lipper also publishes "peer-group" indices and averages of the performance of all mutual funds in particular categories.
Morningstar Ratings. From time to time the Fund may publish the "star ratings" of its classes of shares by Morningstar, Inc. ("Morningstar"), an independent mutual fund monitoring service that rates and ranks mutual funds within their specialized market sectors. Morningstar proprietary star ratings reflect risk-adjusted historical total investment returns for funds with at least a three-year performance history. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star.
Performance Rankings and Comparisons by Other Entities and Publications. From time to time the Fund may include in its advertisements and sales literature performance information about the Fund cited in newspapers and other periodicals such as The New York Times, The Wall Street Journal, Barron's or other similar publications. That information may include performance quotations from other sources, including Lipper and Morningstar or the Fund's performance may be compared to the performance of various market indices, other investments, or averages, performance rankings or other benchmarks prepared by recognized mutual fund statistical services. The Fund's advertisements and sales literature may also include, for illustrative or comparative purposes, statistical data or other information about general or specific market and economic conditions, for example:
From time to time, the Fund may publish rankings or ratings of the Manager or Transfer Agent by third parties, including comparisons of investor services provided to shareholders of the Oppenheimer funds to those provided by other mutual fund families selected by the rating or ranking services. Those comparisons may be based on the opinions of the rating or ranking service itself, using its research or judgment, or may be based on surveys of investors, brokers, shareholders or others.
Investors may also wish to compare the returns on the Fund's share classes to the return on fixed-income investments available from banks and thrift institutions, including certificates of deposit, ordinary interest-paying checking and savings accounts, and other forms of fixed or variable time deposits or instruments such as Treasury bills. However, the Fund's returns and share price are not guaranteed or insured by the FDIC or any other agency and will fluctuate daily, while bank depository obligations may be insured by the FDIC and may provide fixed rates of return. Repayment of principal and payment of interest on Treasury securities is backed by the full faith and credit of the U.S. Government.
The Fund's Prospectus describes how to buy, sell and exchange shares of the Fund and certain other Oppenheimer funds. The information below provides further details about the Fund's policies regarding those share transactions. It should be read in conjunction with the information in the Prospectus. Appendix A of this SAI provides more information about the special sales charge arrangements offered by the Fund, and the circumstances in which sales charges may be reduced or waived for certain investors and certain types of purchases or redemptions.
Determination of Net Asset Value Per Share. The net asset value ("NAV") per share for each class of shares of the Fund is determined by dividing the value of the Fund's net assets attributable to a class by the number of shares of that class that are outstanding. The NAV is determined as of the close of business on the New York Stock Exchange ("NYSE") on each day that the NYSE is open. The NYSE normally closes at 4:00 p.m., Eastern time, but may close earlier on some other days (for example, in case of weather emergencies or on days falling before a U.S. holiday). All references to time in this SAI mean "Eastern time." The NYSE's most recent annual announcement (which is subject to change) states that it will close on New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday (Presidents Day), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It may also close on other days.
Dealers other than NYSE members may conduct trading in certain securities on days that the NYSE is closed (including weekends and holidays) or after 4:00 p.m. on a regular business day. Because the Fund's net asset values will not be calculated on those days, the Fund's net asset values per share may be significantly affected on days when shareholders may not purchase or redeem shares. Additionally, trading on many foreign stock exchanges and over-the-counter markets normally is completed before the close of the NYSE.
Changes in the values of securities traded on foreign exchanges or markets as a result of events that occur after the close of the principal market on which a security is traded, but before the close of the NYSE, will not be reflected in the Fund's calculation of its net asset values that day unless the Manager learns of the event and determines that the event is likely to cause a material change in the value of the security. The Board has adopted valuation procedures for the Fund and has delegated the day-to-day responsibility for fair value determinations under those procedures to the Manager's "Valuation Committee". Fair value determinations by the Manager are subject to review, approval, ratification and confirmation by the Board at its next scheduled meeting after the fair valuations are determined.
Securities Valuation. The Fund's Board has established procedures for the valuation of the Fund's securities. In general those procedures are as follows:
In the case of U.S. Government securities, mortgage-backed securities, corporate bonds and foreign government securities, the Manager may use pricing services approved by the Board when last sale information is not generally available. The pricing service may use "matrix" comparisons to the prices for comparable instruments on the basis of quality, yield and maturity. Other special factors may be involved (such as the tax-exempt status of the interest paid by municipal securities). The Manager will monitor the accuracy of the pricing services valuations. That monitoring may include comparing prices used for portfolio valuation to the actual sale prices of selected securities.
Foreign currency, including forward contracts, is valued and securities that are denominated in foreign currency are converted to U.S. dollars, using the closing prices in the New York foreign exchange market or that are provided to the Manager by a bank, dealer or pricing service that the Manager has determined to be reliable.
Puts, calls, and futures are valued at the last sale price on the principal exchange on which they are traded, as determined by a pricing service approved by the Board or by the Manager. If there were no sales on the valuation date, those investments are valued at the last sale price on the preceding trading day if it is within the spread of the closing "bid" and "asked" prices on the principal exchange on the valuation date. If the last sale price on the preceding trading day is not within the spread of the closing "bid" and "asked" prices on the principal exchange on the valuation date, the value shall be the closing "bid" price. If the put, call or future is not traded on an exchange, it shall be valued at the mean between "bid" and "asked" prices obtained by the Manager from two active market makers. In certain cases the "bid" price may be used if no "asked" price is available.
When the Fund sells an option, an amount equal to the premium the Fund receives is included in the Fund's Statement of Assets and Liabilities as an asset. An equivalent credit is included in the liability section. The credit is adjusted ("marked-to-market") to reflect the current market value of the option. In determining the Fund's gain on investments, if a call or put sold by the Fund is exercised, the proceeds are increased by the premium received. If a call or put sold by the Fund expires, the Fund has a gain in the amount of the premium. If the Fund enters into a closing purchase transaction, it will have a gain or loss, depending on whether the premium received was more or less than the cost of the closing transaction. If the Fund exercises a put it holds, the amount the Fund receives on its sale of the underlying investment is reduced by the amount of the premium that was paid by the Fund.
Allocation of Expenses. The Fund pays expenses related to its daily operations, such as custodian fees, Board fees, transfer agency fees, legal fees and auditing costs. Those expenses are paid out of the Fund's assets, not directly by shareholders. However, those expenses reduce the net asset value of Fund shares, and therefore are borne indirectly by shareholders.
For calculating the Fund's net asset value, dividends and distributions, the Fund differentiates between two types of expenses. General expenses that do not pertain specifically to any one class are allocated pro rata to the shares of all classes. Those expenses are first allocated based on the percentage of the Fund's total assets that is represented by the assets of each share class. Such general expenses include management fees, legal, bookkeeping and audit fees, Board compensation, custodian expenses, share issuance costs, interest, taxes, brokerage commissions, and non-recurring expenses, such as litigation costs. Then the expenses allocated to a share class are allotted equally to each outstanding share within a given class.
Other expenses that are directly attributable to a particular class are allocated equally to each outstanding share within that class. Examples of such expenses include distribution and service plan (12b-1) fees, transfer and shareholder servicing agent fees and expenses, and shareholder meeting expenses to the extent that such expenses pertain only to a specific class.
The Oppenheimer Funds. The "Oppenheimer funds" are those mutual funds for which the Distributor acts as distributor and currently include the following:
Oppenheimer AMT-Free Municipals | Oppenheimer New Jersey Municipal Fund |
Oppenheimer AMT-Free New York Municipals | Oppenheimer Pennsylvania Municipal Fund |
Oppenheimer Balanced Fund | Oppenheimer Portfolio Series: |
Oppenheimer Baring SMA International Fund | Active Allocation Fund |
Oppenheimer Core Bond Fund | Equity Investor Fund |
Oppenheimer California Municipal Fund | Conservative Investor Fund |
Oppenheimer Capital Appreciation Fund | Moderate Investor Fund |
Oppenheimer Capital Income Fund | Oppenheimer Portfolio Series Fixed Income Active Allocation Fund |
Oppenheimer Champion Income Fund | Oppenheimer Principal Protected Main Street Fund |
Oppenheimer Commodity Strategy Total Return Fund | Oppenheimer Principal Protected Main Street Fund II |
Oppenheimer Developing Markets Fund | Oppenheimer Principal Protected Main Street Fund III |
Oppenheimer Discovery Fund | Oppenheimer Quest Balanced Fund |
Oppenheimer Emerging Growth Fund | Oppenheimer Quest International Value Fund |
Oppenheimer Equity Fund, Inc. | Oppenheimer Quest Opportunity Value Fund |
Oppenheimer Equity Income Fund, Inc. | Oppenheimer Real Estate Fund |
Oppenheimer Global Fund | Oppenheimer Rising Dividends Fund |
Oppenheimer Global Opportunities Fund | Oppenheimer Rochester Arizona Municipal Fund |
Oppenheimer Global Value Fund | Oppenheimer Rochester Maryland Municipal Fund |
Oppenheimer Gold & Special Minerals Fund | Oppenheimer Rochester Massachusetts Municipal Fund |
Oppenheimer International Bond Fund | Oppenheimer Rochester Michigan Municipal Fund |
Oppenheimer International Diversified Fund | Oppenheimer Rochester Minnesota Municipal Fund |
Oppenheimer International Growth Fund | Oppenheimer Rochester National Municipals |
Oppenheimer International Small Company Fund | Oppenheimer Rochester North Carolina Municipal Fund |
Oppenheimer Limited Term California Municipal Fund | Oppenheimer Rochester Ohio Municipal Fund |
Oppenheimer Limited-Term Government Fund | Oppenheimer Rochester Virginia Municipal Fund |
Oppenheimer Limited Term Municipal Fund | Oppenheimer Select Value Fund |
Oppenheimer Main Street Fund | Oppenheimer Senior Floating Rate Fund |
Oppenheimer Main Street Opportunity Fund | Oppenheimer Small- & Mid- Cap Value Fund |
Oppenheimer Main Street Small Cap Fund | Oppenheimer Strategic Income Fund |
Oppenheimer U.S. Government Trust | |
Oppenheimer LifeCycle Funds: | Oppenheimer Value Fund |
Oppenheimer Transition 2010 Fund | Limited-Term New York Municipal Fund |
Oppenheimer Transition 2015 Fund | Rochester Fund Municipals |
Oppenheimer Transition 2020 Fund | |
Oppenheimer Transition 2025 Fund | |
Oppenheimer Transition 2030 Fund | |
Oppenheimer Transition 2040 Fund | |
Oppenheimer Transition 2050 Fund | |
Money Market Funds: | |
Oppenheimer Cash Reserves | |
Oppenheimer Institutional Money Market Fund | |
Oppenheimer Money Market Fund, Inc. |
Classes of Shares. Each class of shares of the Fund represents an interest in the same portfolio of investments of the Fund. However, each class has different shareholder privileges and features. The net income attributable to Class B, Class C or Class N shares and the dividends payable on Class B, Class C or Class N shares will be reduced by incremental expenses borne solely by that class. Those expenses include the asset-based sales charges to which Class B, Class C and Class N shares are subject.
The availability of different classes of shares permits an investor to choose the method of purchasing shares that is more appropriate for the investor. That may depend on the amount of the purchase, the length of time the investor expects to hold shares, and other relevant circumstances. Class A shares normally are sold subject to an initial sales charge. While Class B, Class C and Class N shares have no initial sales charge, the purpose of the deferred sales charge and asset-based sales charge on Class B, Class C and Class N shares is the same as that of the initial sales charge on Class A shares – to compensate the Distributor and brokers, dealers and financial institutions that sell shares of the Fund. A salesperson who is entitled to receive compensation from his or her firm for selling Fund shares may receive different levels of compensation for selling one class of shares rather than another.
The Distributor will not accept a purchase order of more than $100,000 for Class B shares or a purchase order of $1 million or more to purchase Class C shares on behalf of a single investor (not including dealer "street name" or omnibus accounts).
Class B, Class C or Class N shares may not be purchased by a new investor directly from the Distributor without the investor designating another registered broker-dealer.
Class A Sales Charges Reductions and Waivers. There is an initial sales charge on the purchase of Class A shares of each of the Oppenheimer funds except for the money market funds (under certain circumstances described in this SAI, redemption proceeds of certain money market fund shares may be subject to a CDSC). As discussed in the Prospectus, a reduced initial sales charge rate may be obtained for certain share purchases because of the reduced sales efforts and reduction in expenses realized by the Distributor, dealers or brokers in making such sales. Sales charge waivers may apply in certain other circumstances because the Distributor or dealer or broker incurs little or no selling expenses. Appendix A to this SAI includes additional information regarding certain of these sales charge reductions and waivers.
A reduced sales charge rate may be obtained for Class A shares under a Right of Accumulation or Letter of Intent because of the reduction in sales effort and expenses to the Distributor, dealers or brokers for those sales.
Letter of Intent. Under a Letter of Intent (a "Letter"), you may be able to reduce the initial sales charge rate that applies to your Class A share purchases of the Fund if you purchase Class A, Class B or Class C shares of the Fund or other Oppenheimer funds or Class A, Class B, Class C, Class G and Class H units of advisor sold Section 529 plans, for which the Manager or the Distributor serves as the Program Manager or Program Distributor.
A Letter is an investor's statement in writing to the Distributor of his or her intention to purchase a specified value of those shares or units during a 13 month period (the "Letter period"), which begins on the date of the investor's first share purchase following the establishment of the Letter. The sales charge on each purchase of Class A shares during the Letter period will be at the rate that would apply to a single lump-sum purchase of shares in the amount intended to be purchased. In submitting a Letter, the investor makes no commitment to purchase shares. However, if the investor does not fulfill the terms of the Letter within the Letter period, he or she agrees to pay the additional sales charges that would have been applicable to any purchases that are made. The investor agrees that shares equal in value to 2% of the intended purchase amount will be held in escrow by the Transfer Agent for that purpose, as described in "Terms of Escrow" below. It is the responsibility of the dealer of record and/or the investor to advise the Distributor about the Letter when placing purchase orders during the Letter period. The investor must also notify the Distributor or his or her financial intermediary of any qualifying 529 plan holdings.
To determine whether an investor has fulfilled the terms of a Letter, the Transfer Agent will count purchases of "qualified" Class A, Class B and Class C shares and Class A, Class B, Class C, Class G and Class H units during the Letter period. Purchases of Class N or Class Y shares, purchases made by reinvestment of dividends or capital gains distributions from the Fund or other Oppenheimer funds, purchases of Class A shares with redemption proceeds under the Reinvestment Privilege, and purchases of Class A shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which a sales charge has not been paid do not count as "qualified" shares for satisfying the terms of a Letter. An investor will also be considered to have fulfilled the Letter if the value of the investor's total holdings of qualified shares on the last day of the Letter period equals or exceeds the intended purchase amount.
If the terms of the Letter are not fulfilled within the Letter period, the concessions previously paid to the dealer of record for the account and the amount of sales charge retained by the Distributor will be adjusted on the first business day following the expiration of the Letter period to reflect the sales charge rates that are applicable to the actual total purchases.
If total eligible purchases during the Letter period exceed the intended purchase amount and also exceed the amount needed to qualify for the next sales charge rate reduction (stated in the Prospectus), the sales charges paid may be adjusted to that lower rate. That adjustment will only be made if and when the dealer returns to the Distributor the amount of the excess concessions allowed or paid to the dealer over the amount of concessions that are applicable to the actual amount of purchases. The reduced sales charge adjustment will be made by adding to the investors account the number of additional shares that would have been purchased if the lower sales charge rate had been used. Those additional shares will be determined using the net asset value per share in effect on the date of such adjustment.
By establishing a Letter, the investor agrees to be bound by the terms of the Prospectus, this SAI and the application used for a Letter, and if those terms are amended to be bound by the amended terms and that any amendments by the Fund will apply automatically to existing Letters. Group retirement plans qualified under section 401(a) of the Internal Revenue Code may not establish a Letter, however defined benefit plans and Single K sole proprietor plans may do so.
Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase, or out of subsequent purchases if necessary, the Transfer Agent will hold in escrow Fund shares equal to 2% of the intended purchase amount specified in the Letter. For example, if the intended purchase amount is $50,000, the escrow amount would be shares valued at $1,000 (computed at the offering price for a $50,000 share purchase). Any dividends and capital gains distributions on the escrowed shares will be credited to the investor's account.
2. If the Letter applies to more than one fund account, the investor can designate the fund from which shares will be escrowed. If no fund is selected, the Transfer Agent will escrow shares in the fund account that has the highest dollar balance on the date of the first purchase under the Letter. If there are not sufficient shares to cover the escrow amount, the Transfer Agent will escrow shares in the fund account(s) with the next highest balance(s). If there are not sufficient shares in the accounts to which the Letter applies, the Transfer Agent may escrow shares in other accounts that are linked for Right of Accumulation purposes. Additionally, if there are not sufficient shares available for escrow at the time of the first purchase under the Letter, the Transfer Agent will escrow future purchases until the escrow amount is met.
3. If, during the Letter period, an investor exchanges shares of the Fund for shares of another fund (as described in the Prospectus section titled "The OppenheimerFunds Exchange Privilege"), the Fund shares held in escrow will automatically be exchanged for shares of the other fund and the escrow obligations will also be transferred to that fund.
4. If the total purchases under the Letter are less than the intended purchases specified, on the first business day after the end of the Letter period, the Distributor will redeem escrowed shares equal in value to the difference between the dollar amount of the sales charges actually paid and the amount of the sales charges that would have been paid if the total purchases had been made at a single time. Any shares remaining after such redemption will be released from escrow.
5. If the terms of the Letter are fulfilled, the escrowed shares will be promptly released to the investor at the end of the Letter period.
6. By signing the Letter, the investor irrevocably constitutes and appoints the Transfer Agent as attorney-in-fact to surrender for redemption any or all escrowed shares.
Class A Shares Purchased with Proceeds from Certain Retirement Plans. Class A shares of the Fund may be purchased at net asset value with the redemption proceeds of shares of another mutual fund offered as an investment option in a retirement plan in which Oppenheimer funds are also offered as investment options, if the purchase occurs more than 30 days after the Oppenheimer funds are added as an investment option under that plan. No sales concessions will be paid to the broker-dealer of record on sales of such Class A shares, whether or not they are subject to a CDSC as described in the Prospectus. Additionally, no concession will be paid on Class A share purchases by a retirement plan that are made with the redemption proceeds of Class N shares of an Oppenheimer fund held by a retirement plan for more than 18 months.
Class B Conversion. Under current interpretations of applicable federal income tax law by the Internal Revenue Service (the "IRS"), the conversion of Class B shares to Class A shares 72 months after purchase is not treated as a taxable event for the shareholder. If those laws or the IRS' interpretation of those laws should change, the automatic conversion feature may be suspended. In that event, no further conversions of Class B shares would occur while that suspension remained in effect. Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the shareholder, and absent such exchange, Class B shares might continue to be subject to the asset-based sales charge for longer than six years.
Availability of Class N Shares. In addition to the types of retirement plans which may purchase Class N shares that are described in the Prospectus, Class N shares also are offered to the following:
The sales concession and the advance of the service fee, as described in the Prospectus, will not be paid to dealers of record on sales of Class N shares on:
No sales concessions will be paid to the broker-dealer of record, as described in the Prospectus, on sales of Class N shares purchased with the redemption proceeds of shares of another mutual fund offered as an investment option in a retirement plan in which Oppenheimer funds are also offered as investment options under a special arrangement with the Distributor, if the purchase occurs more than 30 days after the Oppenheimer funds are added as an investment option under that plan.
Share Certificates. When you purchase shares of the Fund, your ownership interest in the shares of the Fund will be recorded as a book entry on the records of the Fund. The Fund will not issue or re-register physical share certificates.
Cancellation of Purchase Orders. Cancellation of purchase orders for the Fund's shares (for example, when a purchase check is returned to the Fund unpaid) causes a loss to be incurred when the net asset values of the Fund's shares on the cancellation date is less than on the purchase date. That loss is equal to the amount of the decline in the net asset value per share multiplied by the number of shares in the purchase order. The investor is responsible for that loss. If the investor fails to compensate the Fund for the loss, the Distributor will do so. The Fund may reimburse the Distributor for that amount by redeeming shares from any account registered in that investor's name, or the Fund or the Distributor may seek other redress.
AccountLink. Shares purchased through AccountLink will be purchased at the net asset value calculated on the same regular business day if the Distributor is instructed to initiate the Automated Clearing House ("ACH") transfer to buy the shares before the close of the NYSE. The NYSE normally closes at 4:00 p.m., but may close earlier on certain days. If the Distributor is instructed to initiate the ACH transfer after the close of the NYSE, the shares will be purchased on the next regular business day.
Dividends will begin to accrue on the shares purchased through the ACH system on the business day the Fund receives Federal Funds before the close of the NYSE. The proceeds of ACH transfers are normally received by the Fund three days after a transfer is initiated. If Federal Funds are received on a business day after the close of the NYSE, dividends will begin to accrue on the next regular business day. If the proceeds of an ACH transfer are not received on a timely basis, the Distributor reserves the right to cancel the purchase order. The Distributor and the Fund are not responsible for any delays in purchasing shares resulting from delays in ACH transmissions.
The minimum purchase through AccountLink is generally $50, however for accounts established prior to November 1, 2002 the minimum purchase is $25.
Asset Builder Plans. As indicated in the Prospectus, you normally must establish your Fund account with $1,000 or more. However, you can open a Fund account for as little as $500 if you establish an Asset Builder Plan at the time of your initial share purchase to automatically purchase additional shares directly from a bank account.
An Asset Builder Plan is available only if your bank is an ACH member and you establish AccountLink. Under an Asset Builder Plan, payments to purchase shares of the Fund will be debited from your bank account automatically. Normally the debit will be made two business days prior to the investment dates you select on your application. Neither the Distributor, the Transfer Agent nor the Fund will be responsible for any delays in purchasing shares that result from delays in ACH transmissions.
To establish an Asset Builder Plan at the time you initially purchase Fund shares, complete the "Asset Builder Plan" information on the Account Application. To establish an Asset Builder Plan for an existing account, use the Asset Builder Enrollment Form. The Account Application and the Asset Builder Enrollment Form are available by contacting the Distributor or may be downloaded from our website at www.oppenheimerfunds.com. Before you establish a new Fund account under the Asset Builder Plan, you should obtain a prospectus of the selected Fund and read it carefully.
You may change the amount of your Asset Builder payment or you can terminate your automatic investments at any time by writing to the Transfer Agent. The Transfer Agent requires a reasonable period (approximately 10 days) after receipt of your instructions to implement them. The minimum additional purchase under an Asset Builder Plan is $50, except that for Asset Builder Plans established prior to November 1, 2002, the minimum additional purchase is $25. Shares purchased by Asset Builder Plan payments are subject to the redemption restrictions for recent purchases described in the Prospectus. An Asset Builder Plan may not be used to buy shares for OppenheimerFunds employer-sponsored qualified retirement accounts. The Fund reserves the right to amend, suspend or discontinue offering Asset Builder Plans at any time without prior notice.
Retirement Plans. Certain types of retirement plans are entitled to purchase shares of the Fund without sales charges or at reduced sales charge rates, as described in Appendix A to this SAI. Certain special sales charge arrangements described in that Appendix apply to retirement plans whose records are maintained on a daily valuation basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent record keeper that has a contract or special arrangement with Merrill Lynch. If, on the date the plan sponsor signed the Merrill Lynch record keeping service agreement, the plan had less than $1 million in assets invested in applicable investments (other than assets invested in money market funds), then the retirement plan may purchase only Class C shares of the Oppenheimer funds. If, on the date the plan sponsor signed the Merrill Lynch record keeping service agreement, the plan had $1 million or more in assets but less than $5 million in assets invested in applicable investments (other than assets invested in money market funds), then the retirement plan may purchase only Class N shares of the Oppenheimer funds. If, on the date the plan sponsor signed the Merrill Lynch record keeping service agreement, the plan had $5 million or more in assets invested in applicable investments (other than assets invested in money market funds), then the retirement plan may purchase only Class A shares of the Oppenheimer funds.
OppenheimerFunds has entered into arrangements with certain record keepers whereby the Transfer Agent compensates the record keeper for its record keeping and account servicing functions that it performs on behalf of the participant accounts in a retirement plan. While such compensation may act to reduce the record keeping fees charged by the retirement plan's record keeper, that compensation arrangement may be terminated at any time, potentially affecting the record keeping fees charged by the retirement plan's record keeper.
Electronic Document Delivery. To access your account documents electronically via eDocs Direct, please visit our website at www.oppenheimerfunds.com and click the hyperlink "Sign Up for Electronic Document Delivery (eDocs Direct)" under the heading "I want to..." in the left hand column, or call 1.888.470.0862 for instructions.
Receiving Redemption Proceeds by Federal Funds Wire. The Fund would normally authorize a Federal Funds wire of redemption proceeds to be made on its next regular business day following the redemption. A Federal Funds wire may be delayed if the Fund's custodian bank is not open for business on that day. In that case, the wire will not be transmitted until the next business day on which the bank and the Fund are both open for business. No dividends will be paid on the proceeds of redeemed shares awaiting transfer by Federal Funds wire.
Redeeming Shares Through Brokers or Dealers. The Distributor is the Fund's agent to repurchase its shares from authorized brokers or dealers on behalf of their customers. Shareholders should contact their broker or dealer to arrange this type of redemption. The repurchase price per share will be the next net asset value computed after the Distributor or the broker or dealer receives the order. A repurchase will be processed at that day's net asset value if the order was received by the broker or dealer from its customer prior to the time the close of the NYSE. Normally, the NYSE closes at 4:00 p.m., but may do so earlier on some days.
For accounts redeemed through a broker-dealer, payment will ordinarily be made within three business days after the shares are redeemed. However, the Distributor must receive the required redemption documents in proper form, with the signature(s) of the registered shareholder(s) guaranteed as described in the Prospectus.
Payments "In Kind." As stated in the Prospectus, payment for redeemed shares is ordinarily made in cash. Under certain circumstances, however, the Board may determine that it would be detrimental to the best interests of the remaining shareholders for the Fund to pay for the redeemed shares in cash. In that case, the Fund may pay the redemption proceeds, in whole or in part, by a distribution "in kind" of liquid securities from the Fund's portfolio. The Fund will value securities used to pay a redemption in kind using the same method described above under "Determination of Net Asset Value Per Share." That valuation will be made as of the time the redemption price is determined. If shares are redeemed in kind, the redeeming shareholder might incur brokerage or other costs in selling the securities for cash.
The Fund has elected to be governed by Rule 18f-1 under the Investment Company Act. Under that rule, redemptions by a shareholder, of up to the lesser of $250,000 or 1% of the net assets of the Fund during any 90-day period, must be redeemed solely in cash.
Distributions From Retirement Plans. Participants in OppenheimerFunds-sponsored pension or profit-sharing plans (other than self-employed plan sponsors), whose shares of the Fund are held in the name of the plan or its fiduciary, may not request redemption of their accounts directly. The plan administrator or fiduciary must submit the request.
Requests for distributions from OppenheimerFunds-sponsored IRA's, SEP-IRA's, SIMPLE IRA's, 403(b)(7) custodial plans, 401(k) plans or pension or profit-sharing plans should be addressed to "Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed on the back cover of this SAI. The request must:
Distributions from pension and profit sharing plans are subject to special requirements under the Internal Revenue Code and certain documents (available from the Transfer Agent) must be completed and submitted to the Transfer Agent before the distribution may be made. Distributions from retirement plans are subject to withholding requirements under the Internal Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be submitted to the Transfer Agent with the distribution request, or the distribution may be delayed. Unless the shareholder has provided the Transfer Agent with a certified tax identification number, the Internal Revenue Code requires that tax be withheld from any distribution even if the shareholder elects not to have tax withheld. The Fund, the Manager, the Distributor, and the Transfer Agent assume no responsibility for determining whether a distribution satisfies the conditions of applicable tax laws and they will not be responsible for any tax penalties assessed in connection with a distribution.
Automatic Withdrawal Plans. Under an Automatic Withdrawal Plan, investors who own Fund shares can authorize the Transfer Agent to redeem shares automatically on a monthly, quarterly, semi-annual or annual basis. The minimum periodic redemption amount under an Automatic Withdrawal Plan is $50. Shareholders having AccountLink privileges may have Automatic Withdrawal Plan payments deposited to their designated bank account. Payments may also be made by check, payable to all shareholders of record and sent to the address of record for the account. Automatic withdrawals may be requested by telephone for amounts up to $1,500 per month if the payments are to be made by checks sent to the address of record for the account. Telephone requests are not available if the address on the account has been changed within the prior 15 days.
Fund shares will be redeemed as necessary to meet the requested withdrawal payments. Shares will be redeemed at the net asset value per share determined on the redemption date, which is normally three business days prior to the payment receipt date requested by the shareholder. The Fund cannot guarantee receipt of a payment on the date requested, however. Shares acquired without a sales charge will be redeemed first. Shares acquired with reinvested dividends and capital gains distributions will be redeemed next, followed by shares acquired with a sales charge, to the extent necessary to make withdrawal payments. Depending on the amount withdrawn, the investor's principal may be depleted. Payments made under these plans should not be considered as a yield or income on your investment.
Because of the sales charge assessed on Class A share purchases, shareholders should usually not make additional Class A share purchases while participating in an Automatic Withdrawal Plan. A shareholder whose Class B, Class C or Class N account is subject to a CDSC should usually not establish an automatic withdrawal plan because of the imposition of the CDSC on the withdrawals. If a CDSC does apply to a redemption, the amount of the check or payment will be reduced accordingly. Distributions of capital gains from accounts subject to an Automatic Withdrawal Plan must be reinvested in Fund shares. Dividends on shares held in the account may be paid in cash or reinvested. Required minimum distributions from OppenheimerFunds-sponsored retirement plans may not be arranged on this basis.
The shareholder may change the amount, the payment interval, the address to which checks are to be mailed, the designated bank account for AccountLink payments or may terminate a plan at any time by writing to the Transfer Agent. A signature guarantee may be required for certain changes. The requested change will usually be put into effect approximately two weeks after such notification is received. The shareholder may redeem all or any part of the shares in the account by written notice to the Transfer Agent. That notice must be in proper form in accordance with the requirements in the then-current Fund Prospectus.
The Transfer Agent will administer the Automatic Withdrawal Plan as agent for the shareholder(s) who executed the plan authorization and application submitted to the Transfer Agent. Neither the Fund nor the Transfer Agent shall incur any liability for any action taken or not taken by the Transfer Agent in good faith to administer the plan. Any share certificates must be surrendered unendorsed to the Transfer Agent with the plan application to be eligible for automatic withdrawal payments. If the Transfer Agent ceases to act as transfer agent for the Fund, the shareholder will be deemed to have appointed any successor transfer agent to act as agent in administering the plan.
The Transfer Agent will terminate a plan upon its receipt of evidence, satisfactory to it, that the shareholder has died or is legally incapacitated. The Fund may also give directions to the Transfer Agent to terminate a plan. Shares that have not been redeemed at the time a plan is terminated will be held in an account in the name of the shareholder. Share certificates will not be issued for any such shares and all dividends will be reinvested in the account unless and until different instructions are received, in proper form, from the shareholder, his or her executor or guardian, or another authorized person.
The Fund reserves the right to amend, suspend or discontinue offering these plans at any time without prior notice. By requesting an Automatic Withdrawal Plan, the shareholder agrees to the terms and conditions that apply to such plans. These provisions may be amended from time to time by the Fund and/or the Distributor. When adopted, any amendments will automatically apply to existing Plans.
Transfers of Shares. A shareholder will not be required to pay a CDSC when Fund shares are transferred to registration in the name of another person or entity. The transfer may occur by absolute assignment, gift or bequest, as long as it does not involve, directly or indirectly, a public sale of the shares. When shares subject to a CDSC are transferred, the CDSC will continue to apply to the transferred shares and will be calculated as if the transferee had acquired the shares in the same manner and at the same time as the transferring shareholder.
If less than all of the shares held in an account are transferred, and some but not all shares in the account would be subject to a CDSC if redeemed at that time, the priorities for the imposition of the CDSC described in the Prospectus will be followed in determining the order in which the shares are transferred.
Minimum Balance Fee. As stated in the Prospectus, a $12 annual "Minimum Balance Fee" is assessed on each Fund account with a share balance of less than $500. The Minimum Balance Fee is automatically deducted from each such Fund account in September.
Listed below are certain cases in which the Fund has elected, in its discretion, not to assess the Minimum Balance Fee. These exceptions are subject to change:
Unclaimed accounts may be subject to state escheatment laws, and the Fund and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with those laws.
The Fund reserves the authority to modify Minimum Balance Fee in its discretion.
Involuntary Redemptions. The Fund's Board has the right to involuntarily redeem shares held in any account with an aggregate net asset value of less than $500. The Board may change the amount of the aggregate net asset value to which an involuntary redemption may apply. The Board will not cause the involuntary redemption of shares in an account if the aggregate net asset value of such shares has fallen below the $500 minimum solely as a result of market fluctuations. If the Board exercises this right, it may also determine the requirements for any notice to be given to the shareholders (but not less than 30 days). Alternatively, the Board may set requirements for the shareholder to increase the investment, or set other terms and conditions so that the shares would not be involuntarily redeemed.
Reinvestment Privilege. Within six months after redeeming Class A or Class B shares, a shareholder may reinvest all or part of the redemption proceeds without a sales charge if:
The reinvestment may only be made in Class A shares of the Fund or other Oppenheimer funds into which shares of the Fund are exchangeable, as described in "How to Exchange Shares" below. This privilege does not apply to Class C, Class N or Class Y shares or to purchases made through automatic investment options. The Fund may amend, suspend or cease offering this reinvestment privilege at any time for shares redeemed after the date of the amendment, suspension or cessation. The shareholder must request the reinvestment privilege from the Transfer Agent or his or her financial intermediary at the time of purchase.
Reinvestment will be at the next net asset value computed after the Transfer Agent receives the reinvestment order. Any capital gain that was realized when the shares were redeemed is taxable, and reinvestment will not alter any capital gains tax payable on that gain. If there was a capital loss on the redemption, some or all of the loss may not be tax deductible, depending on the timing and amount of the reinvestment. Under the Internal Revenue Code, if the redemption proceeds of Fund shares on which a sales charge was paid are reinvested in shares of the Fund or another of the Oppenheimer funds within 90 days after the payment of the sales charge, the shareholder's basis in the shares of the Fund that were redeemed may not include the amount of the sales charge paid. That would reduce the loss or increase the gain recognized from the redemption, however, the sales charge would be added to the basis of the shares acquired with the redemption proceeds.
Shares of the Fund (including shares acquired by reinvestment of dividends or distributions from other Oppenheimer funds or from a unit investment trust) may be exchanged for shares of certain other Oppenheimer funds at net asset value without the imposition of a sales charge, however a CDSC may apply to the acquired shares as described below. Shares of certain money market funds purchased without a sales charge may be exchanged for shares of other Oppenheimer funds offered with a sales charge upon payment of the sales charge. Exchanges into another Oppenheimer fund must meet any applicable minimum investment requirements of that fund.
As stated in the Prospectus, shares of a particular class of Oppenheimer funds having more than one class of shares may be exchanged only for shares of the same class of other Oppenheimer funds. The prospectus of each of the Oppenheimer funds indicates which share class or classes that fund offers and provides information about limitations on the purchase of particular share classes, as applicable for the particular fund. Shareholders that own more than one class of shares of the Fund must specify which class of shares they wish to exchange.
You can obtain a current list of the share classes offered by the funds by calling the toll-free phone number on the first page of this SAI.
The different Oppenheimer funds that are available for exchange have different investment objectives, policies and risks. A shareholder should determine whether the fund selected is appropriate for his or her investment goals and should be aware of the tax consequences of an exchange. For federal income tax purposes, an exchange transaction is treated as a redemption of shares of one fund and a purchase of shares of another. Some of the tax consequences of reinvesting redemption proceeds are discussed in "Reinvestment Privilege," above. The Fund, the Distributor, and the Transfer Agent are unable to provide investment, tax or legal advice to a shareholder in connection with an exchange request or any other investment transaction.
The Fund may amend, suspend or terminate the exchange privilege at any time. Although the Fund may impose these changes at any time, it will provide notice of those changes whenever it is required to do so by applicable law. It may be required to provide 60 days' notice prior to materially amending or terminating the exchange privilege, however that notice is not required in extraordinary circumstances.
How Exchanges Affect Contingent Deferred Sales Charges. A CDSC is imposed on exchanges of shares in the following cases:
(1)With respect to Class B shares of Oppenheimer Limited Term California Municipal Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Limited Term Municipal Fund, Limited Term New York Municipal Fund and Oppenheimer Senior Floating Rate Fund acquired by exchange, the Class B CDSC is imposed on the acquired shares if they are redeemed within five years of the initial purchase of the exchanged Class B shares.
(2)With respect to Class B shares of Oppenheimer Cash Reserves acquired by the exchange of Class B shares of Oppenheimer Capital Preservation Fund, the Class B CDSC is imposed on the acquired shares if they are redeemed within five years of the initial purchase of the exchanged Class B shares.
When Class B, Class C or Class N shares are exchanged, the priorities for the imposition of the CDSC described in "How To Buy Shares" in the Prospectus will be followed in determining the order in which the shares are exchanged. Before exchanging shares, shareholders should consider how the exchange may affect any CDSC that might be imposed on the subsequent redemption of remaining shares.
Telephone Exchange Requests. When exchanging shares by telephone, a shareholder must have an existing account in the fund to which the exchange is to be made. Otherwise, the investors must obtain a prospectus of that fund before the exchange request may be submitted. If all telephone lines are busy (which might occur, for example, during periods of substantial market fluctuations), shareholders might not be able to request exchanges by telephone and would have to submit written exchange requests.
Automatic Exchange Plans. Under an Automatic Exchange Plan, shareholders can authorize the Transfer Agent to exchange shares of the Fund for shares of other Oppenheimer funds automatically on a monthly, quarterly, semi-annual or annual basis. The minimum amount that may be exchanged to each other fund account is $50. Instructions regarding the exchange amount, the selected fund(s) and the exchange interval should be provided on the OppenheimerFunds account application or by signature-guaranteed instructions. Any requested changes will usually be put into effect approximately two weeks after notification of a change is received. Exchanges made under these plans are subject to the restrictions that apply to exchanges as set forth in this SAI and in "The OppenheimerFunds Exchange Privilege" in the Prospectus.
The Transfer Agent will administer the Automatic Exchange Plan as agent for the shareholder(s). Neither the Fund nor the Transfer Agent shall incur any liability for any action taken or not taken by the Transfer Agent in good faith to administer the plan. Any share certificates must be surrendered unendorsed to the Transfer Agent with the plan application to be eligible for automatic exchanges. If the Transfer Agent ceases to act as transfer agent for the Fund, the shareholder will be deemed to have appointed any successor transfer agent to act as agent in administering the plan.
The Fund reserves the right to amend, suspend or discontinue offering automatic exchanges at any time without prior notice. By requesting an Automatic Exchange Plan, the shareholder agrees to the terms and conditions that apply to such plans. These provisions may be amended from time to time and any amendments will automatically apply to existing Plans.
Processing Exchange Requests. Shares to be exchanged are redeemed at the net asset value calculated on the regular business day the Transfer Agent receives an exchange request in proper form before the close of the NYSE (the "Redemption Date"). Normally, shares of the fund to be acquired are purchased on the Redemption Date, but such purchases may be delayed by up to five business days if it is determined that either fund would be disadvantaged by an immediate transfer of the redemption proceeds. The Fund reserves the right, in its discretion, to refuse any exchange request that may disadvantage it. For example, if the receipt of multiple exchange requests from a dealer might require the disposition of portfolio securities at a time or at a price that might be disadvantageous to the Fund, the Fund may refuse the request.
When you exchange some or all of your shares, any special features of your account that are available in the new fund (such as an Asset Builder Plan or Automatic Withdrawal Plan) will be applied to the new fund account unless you tell the Transfer Agent not to do so.
Shares that are subject to a restriction cited in the Prospectus or this SAI and shares covered by a share certificate that is not tendered will not be exchanged. If an exchange request includes such shares, only the shares available without restrictions will be exchanged.
Dividends and Other Distributions. The Fund does not have a fixed rate for dividends or other distributions ("distributions") and cannot assure the payment of any distributions. The distributions made by the Fund will vary depending on market conditions, the composition of the Fund's portfolio and Fund expenses. The Fund intends to distribute substantially all of its net investment income and net realized capital gains at least annually, and may sometimes pay a special distribution near the end of the calendar year in order to comply with federal tax requirements.
Distributions are calculated in the same manner, at the same time, and on the same day for each class of shares but will normally differ in amount. Distributions on Class B, Class C and Class N shares are expected to be lower than distributions on Class A shares because of the effect of the asset-based sales charge on Class B, Class C and Class N shares. Whether they are reinvested in Fund shares or received in cash, distributions are taxable to shareholders, as discussed below, regardless of whether the distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date.
Returned checks for the proceeds of redemptions are invested in shares of Oppenheimer Money Market Fund, Inc. If a dividend check or a check representing an automatic withdrawal payment is returned to the Transfer Agent by the Postal Service as undeliverable, it will be reinvested in shares of the Fund. Reinvestments will be made as promptly as possible after the return of such checks to the Transfer Agent. Unclaimed accounts may be subject to state escheatment laws, and the Fund and the Transfer Agent will not be liable to shareholders or their representatives for compliance with those laws in good faith.
Taxes. The federal tax treatment of the Fund and distributions to shareholders is briefly highlighted in the Prospectus. The following is only a summary of certain additional tax considerations generally affecting the Fund and its shareholders. The tax discussion in the Prospectus and this SAI is based on tax laws in effect on the date of the Prospectus and SAI. Those laws and regulations may be changed by legislative, judicial, or administrative action, sometimes with retroactive effect. State and local tax treatment may differ from the treatment under the Internal Revenue Code as described below.
Before purchasing Fund shares, investors are urged to consult their tax advisers with reference to their own particular tax circumstances as well as the consequences of federal, state, local and any other jurisdiction's tax rules affecting an investment in the Fund.
Qualification and Taxation as a Regulated Investment Company. The Fund has elected to be taxed as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code. As long as the Fund qualifies as a RIC, the Fund may deduct the amount of investment company taxable income and net capital gains that it distributes to its shareholders, thereby eliminating Fund-level corporate income tax that would otherwise be imposed on such income. Qualification as a RIC also allows the Fund, under certain conditions, to characterize the distributions made to its shareholders as composed of specific types of tax-favored income such as corporate dividends, capital gains and tax-exempt interest.
Even though the Fund expects to continue to qualify as a RIC, to the extent that it distributes less than all of its income, the Fund may still be subject to a corporate income tax and an excise tax. In addition, any investment income received from a foreign source may be subject to foreign withholding taxes, although the rate of any such withholding tax may be reduced under an income tax treaty if the Fund qualifies for the benefits of the treaty. If possible, the Fund will operate so as to qualify for such reduced rates, Any foreign withholding taxes will reduce the Fund's income and capital gain. The Fund may also be subject to corporate income tax and a penalty on distributions or gains from "passive foreign investment companies" (described below) even if those amounts are distributed to the Fund's shareholders.
Qualifying as a RIC. To qualify as a RIC, the Fund must be a domestic corporation that is either registered under the Investment Company Act as a management company or unit investment trust or is otherwise described in the Internal Revenue Code as having a specific status under the Investment Company Act. The Fund must also satisfy certain tests with respect to (i) the composition of its gross income, (ii) the composition of its assets and (iii) the amount of its dividend distributions.
Gross Income Test. To qualify as a RIC, the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to loans of securities, gains from the sale or other disposition of securities or foreign currencies, and certain other income derived with respect to its business of investing in such securities or currencies (including, but not limited to, gains from options, futures or forward contracts), and net income derived from interests in certain "qualified publicly traded partnerships."
Asset Test. In addition, at the close of each quarter of its taxable year, the Fund must satisfy two asset tests. First, at least 50% of the value of the Fund's assets must consist of securities of other issuers ("Other Issuers"), U.S. Government securities, securities of other RIC's and cash or cash items (including receivables). The securities of an Other Issuer are not counted towards satisfying the 50% test if the Fund either invests more than 5% of the value of the Fund's assets in the securities of that Other Issuer or holds more than 10% of the outstanding voting securities of that Other Issuer. Second, no more than 25% of the value of the Fund's total assets may be invested in (1) the securities of any one issuer (other than U.S. Government securities and the securities of other RIC's), (2) the securities of two or more issuers (other than the securities of other RIC's) that the Fund controls and that are engaged in the same or similar trades or businesses, or (3) the securities of one or more qualified publicly traded partnerships. For purposes of these tests, obligations issued or guaranteed by certain agencies or instrumentalities of the U.S. Government are treated as U.S. Government securities.
Dividend Distributions Test. During the taxable year or, under specified circumstances, within 12 months after the close of the taxable year, the Fund must distribute at least 90% of its investment company taxable income for the taxable year, which is generally its net investment income and the excess of its net short-term capital gain minus its net long-term capital loss.
Failure to Qualify. If the Fund failed to qualify as a RIC, it would then be unable to deduct from its taxable income the dividend distributions made to its shareholders and therefore those amounts would be subject to a Fund-level corporate income tax. In addition, the Fund would not be able to characterize the distributions made to its shareholders as anything other than ordinary corporate distributions. To the extent the Fund had "earnings and profits" (as determined for tax purposes), distributions to its shareholders would be taxable as ordinary dividend income. In the case of individuals, those distributions would qualify for the maximum 15% tax rate on dividend income (for taxable years beginning before 2011) and, in the case of corporations, they would qualify for the dividends-received deduction.
Portfolio Investments Subject to Special Tax Rules. The Fund may engage in transactions and investments that are subject to special tax rules under the Internal Revenue Code. These special tax rules may, among other things, change the character of, or accelerate, the Fund's income, defer or disallow the Fund's deductions and losses, and compel the Fund to report as taxable income mere increases in the value of its assets. For example, the Fund may invest in foreign currencies or securities denominated in foreign currencies. Under certain circumstances losses from foreign securities could be capital losses but gains from foreign currencies are ordinary income. Because capital losses cannot be deducted against ordinary income, this mismatch in character may negatively affect the character and amount of the Fund's distributions. Or part of an "interest" payment from a high yield debt obligation may be characterized for tax purposes as a dividend and, therefore, eligible for the dividends-received deduction available to corporations.
Certain positions in the Fund's portfolio may have to be "marked-to-market," (that is, treated as if they were sold and repurchased on the last day of the Fund's taxable year). Such "deemed sales" under the mark-to-market rules may alter the character, amount and timing of distributions to shareholders by requiring the Fund to make distributions in order to satisfy the RIC dividend distributions test even though the deemed sales generate no cash. The Fund will monitor its transactions, and seek to make appropriate tax elections and appropriate entries in its books and records in order to reduce the effect of the mark-to-market rules while remaining qualified for treatment as a RIC.
Passive Foreign Investment Companies. If the Fund invests in a "passive foreign investment company" ("PFIC"), then the Fund may be subject to special rules meant to discourage U.S. taxpayers from investing in foreign companies as a way of deferring taxable income. Under those rules, any income from a PFIC distribution or the sale of PFIC shares is allocated to the current taxable year and to prior taxable years. Income allocated to the current year is treated as part of the year's income. Income allocated to a prior taxable year is taxed at the highest corporate rate for that year (regardless of the Fund's actual income or tax rate for that prior year). For each prior taxable year, the Fund must pay both the amount of tax so computed and a penalty that is calculated as if the amount of tax was due but unpaid for the prior taxable year. Liability for such taxes and penalties would reduce the investment return of the Fund.
If a PFIC is willing to provide the Fund with certain necessary reporting information annually (which the Internal Revenue Code does not compel), the Fund may elect to treat a PFIC as a "qualified electing fund" ("QEF") and, in lieu of the tax consequences described above, the Fund would be required to include in each year's income a portion of the ordinary earnings and net capital gains of the PFIC, even if they are not distributed to the Fund. Those amounts would be treated as taxable income for purposes of the 90% dividends distributions test and the excise tax mentioned above.
Alternatively, the Fund may make a mark-to-market election that will result in the Fund being treated as if it had sold and repurchased its PFIC stock at the end of each year. In that case, the Fund would report any gains as ordinary income and would deduct any losses as ordinary losses to the extent of previously recognized gains. The election must be made separately for each PFIC owned by the Fund and, once made, would be effective for all subsequent taxable years, unless revoked with the consent of the U.S. Internal Revenue Service (the "IRS"). By making the election, the Fund might be able to mitigate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year it could be required to recognize income in excess of the distributions it received from the PFIC and the proceeds from dispositions of the PFIC's stock. The amounts so included would be treated as taxable income for purposes of the 90% dividends distributions test and for excise tax purposes (discussed below).
Excise Tax on Regulated Investment Companies. Under the Internal Revenue Code, the Fund must pay an annual, non-deductible excise tax unless, by December 31st each year, it distributes (1) 98% of its taxable investment income earned from January 1 through December 31, (2) 98% of its capital gain net income realized in the period from November 1 of the prior year through October 31 of the current year and (3) undistributed amounts from prior years. It is presently anticipated that the Fund will meet these distribution requirements, although to do so the Fund might be required to liquidate portfolio investments in certain circumstances. In some years, the Board and the Manager may determine that it would be in the shareholders' best interests for the Fund to pay the excise tax on undistributed amounts rather than making the required level of distributions. In that event, the tax may reduce the amount available for shareholder distributions.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. The Fund's distributions will be treated as dividends to the extent paid from the Fund's earnings and profits (as determined under the Internal Revenue Code). Distributions in excess of the Fund's earnings and profits will be treated as a return of capital to the extent of each shareholder's basis in his or her shares, and any remaining amounts will be treated as gain from the sale of those shares, as discussed below. Shareholders will be notified if at the end of the fiscal year, any part of an earlier distribution is re-characterized as a non-taxable return of capital.
Special Characteristics of Certain Distributions. Different types of Fund earnings may have different federal income tax characteristics, including different types of capital gains and different types of ordinary income. For example, the Fund's ordinary income may be composed of dividends eligible for the dividends-received deduction or that qualify for the special maximum tax rate on "qualified dividend income" as described below. The Fund may also generate foreign tax credits. The Fund will allocate the tax characteristics of its earnings among its distributions as prescribed by the IRS. The percentage of each distribution that corresponds to a particular type of income will be based on how much of that income the Fund earns for the entire taxable year rather than how much of that income the Fund has earned at time of the distribution. Those percentages normally will be determined after the close of the Fund's taxable year. The Fund will provide a statement to shareholders shortly after the end of each year indicating the amount and character of distributions made during the preceding calendar year.
Distributions Derived from Dividends. For the Fund's corporate shareholders to claim the dividends-received deduction against the Fund's distributions, both the Fund and its corporate shareholders must satisfy special provisions of the Internal Revenue Code. If a dividend the Fund receives on a stock held in its portfolio otherwise qualifies for the dividends-received deduction, the Fund still (1) must hold the stock for a minimum number of days during a specified period that includes the stock's ex-dividend date, (2) cannot enter into certain positions that reduce the risk of holding the stock and (3) cannot debt finance the stock. Similarly, distributions of otherwise qualifying dividends will not be eligible for the dividends-received deduction in the hands of a corporate shareholder of the Fund unless the corporate shareholder (1) holds the Fund's shares for at least 46 days during a specified period that includes the portfolio stock's ex-dividend date and (2) does not debt finance its investment in the Fund's shares. To the extent the Fund's distributions are derived from items such as option premiums, interest income, gains from the sale of securities, or dividends from foreign corporations, those distributions will not qualify for the dividends-received deduction.
Special rules also apply to regular dividends paid to a non-corporate shareholder during the shareholder's taxable years beginning before 2011. Provided that the shareholder receiving the dividend satisfies certain holding period and other requirements, those dividends may be subject to tax at the reduced rates generally applicable to long-term capital gains for individuals (currently a maximum rate of 15%). Dividends subject to these special rules are not actually treated as capital gains, however. They are not included in the computation of the shareholder's net capital gain and generally cannot be offset by capital losses. For a taxable year of the Fund, (i) if 95% or more of the Fund's gross income is attributable to qualified dividend income (defined below), then the special maximum rate will apply to 100% of the regular dividends paid to the shareholder during such year and (ii) if less than 95% of the Fund's gross income is attributable to qualified dividend income, then the special maximum rate will only apply to the portion of the regular dividends designated by the Fund as qualified dividend income. Gross income, for these purposes, does not include gains attributable to the sale or other disposition of stocks and securities, except to the extent the net short-term capital gain from such sales and dispositions exceeds the net long-term capital loss from such sales and dispositions.
"Qualified dividend income" generally means dividends received by the Fund with respect to the stock of a U.S. corporation or qualified foreign corporation. It also includes dividends received with respect to the stock of a foreign corporation provided the stock is readily tradable on an established U.S. securities market. In each case, however, the Fund must hold the stock for a minimum number of days during a specified period that includes the stock's ex-dividend date and cannot enter into certain positions that reduce the risk of holding the stock. Qualified dividend income does not include "payments in lieu of dividends" received in securities lending transactions or dividends received from a real estate investment trust ("REIT") or another RIC, except to the extent such dividends were paid from qualified dividend income received and designated by such REIT or RIC. If a shareholder elects to treat Fund dividends as investment income for purposes of the limitation on the deductibility of investment interest, such dividends will not be treated as qualified dividend income.
Ordinary Income Dividends. Distributions from income earned by the Fund from one or more of the following sources will be treated as ordinary income to the shareholder:
Capital Gain Distributions. The Fund may either retain or distribute to shareholders its net capital gain (the excess of net long-term capital gain over net short-term capital loss). Currently, the Fund intends to distribute these gains. Distributed net capital gain that is properly designated will be taxable to the Fund's shareholders as long-term capital gains, and in the case of non-corporate shareholders, will qualify for the maximum tax rate of 15% for taxable years beginning before 2011. The amount of distributions designated as net capital gain will be reported to shareholders shortly after the end of each year. Such treatment will apply no matter how long the shareholder has held Fund shares and even if the gain was recognized by the Fund before the shareholder acquired Fund shares.
If the Fund elects to retain its net capital gain for a taxable year, the Fund will be subject to tax on such gain at the highest corporate tax rate. Each shareholder of record on the last day of such taxable year will be informed of his or her portion of both the gain and the tax paid, will be required to report the gain as long-term capital gain, will be able to claim the tax paid as a refundable credit, and will increase the basis of his or her shares by the amount of the capital gain reported minus the tax credit.
Foreign Source Income. Investment income that the Fund may receive from sources within foreign countries may be subject to foreign taxes withheld at the source. If more than 50% of the value of the Fund's total assets at the close of any taxable year consists of securities of foreign corporations the Fund may elect to treat any foreign income and withholding taxes it pays as having been paid by its shareholders for U.S. federal income tax purposes, as long as the Fund continues to qualify as a RIC. If the Fund makes that election, the amount of foreign income taxes paid by the Fund will be included in the income of its shareholders and each shareholder will be entitled (subject to certain limitations) to either credit the amount against the shareholder's U.S. federal income tax due, or deduct the amount from his or her U.S. taxable income. The Fund may qualify for and make this election in some, but not necessarily all, of its taxable years.
Shortly after any year for which it makes such an election, the Fund will report to its shareholders the amount per share of such foreign tax that must be included in each shareholder's gross income and the amount that will be available for deduction or credit. In general, a shareholder may elect each year whether to claim deductions or credits for foreign taxes. However, no deductions for foreign taxes may be claimed by a non corporate shareholder who does not itemize deductions. If a shareholder elects to credit foreign taxes, the amount of credit that may be claimed in any year can not exceed the same proportion of the U.S. tax against which such credit is taken as the shareholder's taxable income from foreign sources bears to his or her entire taxable income, unless the shareholder is an individual all of whose gross income from non-U.S. sources is qualified passive income and whose creditable foreign taxes for the taxable year do not exceed $300 ($600 for a joint return).
As a general rule, if the Fund has made the appropriate election, a shareholder may treat as foreign source income the portion of any dividend paid by the Fund which represents income derived from sources within foreign countries, as well as the shareholder's proportionate share of the taxes paid to those countries. Capital gains realized by the Fund on the sale of foreign securities and other foreign currency gains of the Fund are considered to be U.S.-source income and, therefore, any portion of the tax credit passed through to shareholders that is attributable to such gains or distributions might not be usable by a shareholder who does not have other foreign source income.
Tax Consequences of Share Redemptions. If all or a portion of a shareholder's investment in the Fund is redeemed, the shareholder will recognize a gain or loss on the redeemed shares equal to the difference between the proceeds of the redeemed shares and the shareholder's adjusted tax basis in the shares. In general, any gain or loss from the redemption of shares of the Fund will be considered capital gain or loss if the shares were held as a capital asset and will be long-term capital gain or loss if the shares were held for more than one year. Any capital loss arising from the redemption of shares held for six months or less, however, will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on those shares. Special holding period rules under the Internal Revenue Code apply in this case to determine the holding period of shares. There are limits on the deductibility of capital losses in any year.
All or a portion of any loss on redeemed shares may be disallowed if the shareholder purchases other shares of the Fund within 30 days before or after the redemption (including purchases through the reinvestment of dividends). In that case, the basis of the acquired shares will be adjusted to reflect the disallowed loss. If a shareholder exercises the exchange privilege within 90 days after acquiring Fund shares, any loss that the shareholder recognizes on the exchange will be reduced, or any gain will be increased, to the extent that sales charge paid on the exchanged shares reduces any charges the shareholder would have incurred on the purchase of the new shares in the absence of the exchange privilege. Such sales charge will be treated as an amount paid for the new shares.
Taxation of Foreign Shareholders. Under the Internal Revenue Code, taxation of a foreign shareholder depends primarily on whether the foreign shareholder's income from the Fund is effectively connected with the conduct of a U.S. trade or business. Typically, ordinary income dividends paid from a mutual fund are not considered "effectively connected" income. "Foreign shareholders" include, but are not limited to, a nonresident alien individual, a foreign trust, a foreign estate, a foreign corporation, or a foreign partnership.
If a foreign shareholder fails to provide a properly completed and signed Certificate of Foreign Status, the Fund will be required to withhold U.S. tax on ordinary income dividends, capital gains distributions and the proceeds of the redemption of shares. Provided the Fund obtains a proper certification of foreign status, ordinary income dividends that are paid by the Fund to foreign shareholders and that are not "effectively connected income," will be subject to a U.S. withholding tax. The tax rate may be reduced if the foreign person's country of residence has an income tax treaty with the United States allowing for a reduced tax rate on ordinary income dividends paid by the Fund. If the ordinary income dividends from the Fund are effectively connected with the conduct of a U.S. trade or business, then the foreign shareholder may claim an exemption from the U.S. withholding tax described above provided the Fund obtains a properly completed and signed Certificate of Foreign Status. Any tax withheld by the Fund is remitted to the U.S. Treasury and all income and any tax withheld is identified in reports mailed to shareholders in the early part of each year with a copy sent to the IRS. Capital gain dividends are not subject to U.S. withholding tax unless the recipient is a nonresident alien who is present in the United States for 183 days or more during the taxable year in which the dividends are received. A foreign individual who is present in the United States for 183 days or more generally loses his or her status as a nonresident alien.
For taxable years of the Fund beginning before January 1, 2010, properly designated dividends are generally exempt from U.S. federal withholding tax on foreign persons provided such dividends (i) are derived from the Fund's "qualified net interest income" (generally, the Fund's U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is a 10% or greater shareholder, reduced by expenses that are allocable to such income) or (ii) are derived from the Fund's "qualified short-term capital gains" (generally, the excess of the Fund's net short-term capital gain over the Fund's net long-term capital loss for such taxable year). In order to qualify for this exemption from withholding, a shareholder that is a foreign person must comply with applicable certification requirements relating to its non-U.S. status. However, depending on its circumstances, the Fund may designate some, all, or none of its potentially eligible dividends as interest-related dividends or as short-term capital gain dividends, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding on foreign persons. In the case of shares held through an intermediary, the intermediary may withhold even if the Fund designates the payment as qualified net interest income or qualified short-term capital gain. Shareholders that are foreign persons should contact their intermediaries with respect to the application of these rules to their accounts.
The tax consequences to foreign persons entitled to claim the benefits of an applicable income tax treaty may be different from those described in this SAI. Foreign shareholders are urged to consult their tax advisers with respect to the particular tax consequences of an investment in the Fund, including the applicability of the U.S. withholding taxes described above.
Additional Information About the Fund
The Distributor. The Fund's shares are sold through dealers, brokers and other financial institutions that have a sales agreement with OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as the Fund's Distributor. The Distributor also distributes shares of the other Oppenheimer funds.
The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a division of the Manager. It is responsible for maintaining the Fund's shareholder registry and shareholder accounting records, and for paying dividends and distributions to shareholders. It also handles shareholder servicing and administrative functions. It serves as the Transfer Agent for an annual per account fee. It also acts as shareholder servicing agent for the other Oppenheimer funds. Shareholders should direct inquiries about their accounts to the Transfer Agent at the address and toll-free numbers shown on the back cover.
The Custodian. Brown Brothers Harriman & Co. is the custodian of the Fund's assets. The custodian's responsibilities include safeguarding and controlling the Fund's portfolio securities and handling the delivery of such securities to and from the Fund. It is the practice of the Fund to deal with the custodian in a manner uninfluenced by any banking relationship the custodian may have with the Manager and its affiliates. The Fund's cash balances with the custodian in excess of 250,000 are not protected by the federal deposit insurance corporation ("FDIC"). The FDIC protected amount will fall to $100,000 on January 1, 2014 unless the higher limit is extended by legislation. Those uninsured balances at times may be substantial.
Independent Registered Public Accounting Firm. KPMG LLP serves as the independent registered public accounting firm for the Fund. KPMG LLP audits the Fund's financial statements and performs other related audit and tax services. KPMG LLP also acts as the independent registered public accounting firm for the Manager and certain other funds advised by the Manager and its affiliates. Audit and non-audit services provided by KPMG LLP to the Fund must be pre-approved by the Audit Committee.
OppenheimerFunds Special Sales Charge Arrangements and Waivers
In certain cases, the initial sales charge that applies to purchases of Class A shares of the Oppenheimer funds or the contingent deferred sales charge ("CDSC") that may apply to Class A, Class B, Class C or N shares may be waived.1 That is because of the economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred to in this document as the "Distributor"), or by dealers or other financial institutions that offer those shares to certain classes of investors. Not all waivers apply to all funds.
For the purposes of some of the waivers described below and in the Prospectus and Statement of Additional Information of the applicable Oppenheimer funds, the term "Retirement Plan" refers to the following types of plans:
The interpretation of these provisions as to the applicability of a special arrangement or waiver in a particular case is in the sole discretion of the Distributor or the transfer agent (referred to in this document as the "Transfer Agent") of the particular Oppenheimer fund. These waivers and special arrangements may be amended or terminated at any time by a particular fund, the Distributor, and/or OppenheimerFunds, Inc. (referred to in this document as the "Manager").
Waivers that apply at the time shares are redeemed must be requested by the shareholder and/or dealer in the redemption request.
I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to Initial Sales Charge but May Be Subject to the Class A Contingent Deferred Sales Charge (unless a waiver applies).
There is no initial sales charge on purchases of Class A shares of any of the Oppenheimer funds in the cases listed below. However, these purchases may be subject to the Class A CDSC if redeemed within 18 months (24 months in the case of shares of Oppenheimer Rochester National Municipals and Rochester Fund Municipals shares purchased prior to 10/22/07) of the beginning of the calendar month of their purchase, as described in the Prospectus (unless a waiver described elsewhere in this Appendix applies to the redemption). Additionally, on shares purchased under these waivers that are subject to the Class A CDSC, the Distributor will pay the applicable concession described in the Prospectus under "Class A Contingent Deferred Sales Charge."4 This waiver provision applies to:
II. Waivers of Class A Sales Charges of Oppenheimer Funds
A. Waivers of Initial and Contingent Deferred Sales Charges for Certain Purchasers.
Class A shares purchased by the following investors are not subject to any Class A sales charges (and no concessions are paid by the Distributor on such purchases):
B. Waivers of the Class A Initial and Contingent Deferred Sales Charges in Certain Transactions.
1. Class A shares issued or purchased in the following transactions are not subject to sales charges (and no concessions are paid by the Distributor on such purchases):
2. Class A shares issued and purchased in the following transactions are not subject to sales charges (a dealer concession at the annual rate of 0.25% is paid by the Distributor on purchases made within the first 6 months of plan establishment):
C. Waivers of the Class A Contingent Deferred Sales Charge for Certain Redemptions.
The Class A CDSC is also waived if shares that would otherwise be subject to the CDSC are redeemed in the following cases:
III. Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer Funds
The Class B, Class C and Class N CDSCs will not be applied to shares purchased in certain types of transactions or redeemed in certain circumstances described below.
A. Waivers for Redemptions in Certain Cases.
The Class B, Class C and Class N CDSCs will be waived for redemptions of shares in the following cases:
B.Waivers for Shares Sold or Issued in Certain Transactions.
The CDSC is also waived on Class B, Class C and Class N shares sold or issued in the following cases:
IV. Special Sales Charge Arrangements for Former Shareholders of Quest for Value Funds
For shareholders of the Quest for Value Funds who acquired shares prior to November 24, 1995 and still hold those shares (or shares of an Oppenheimer fund into which any Quest for Value Fund was reorganized), any initial and contingent deferred sales charges will be waived if requested by the shareholder.
V. Special Sales Charge Arrangements for Former Shareholders of Connecticut Mutual Investment Accounts, Inc.
For shareholders of the Connecticut Mutual Investment Accounts who acquired shares prior to March 1, 1996 and still hold those shares (or shares of an Oppenheimer fund into which any Connecticut Mutual Investment Account was reorganized), any initial and contingent deferred sales charges will be waived if requested by the shareholder.
VI. Special Sales Charge Arrangements for Former Shareholders of Advance America Funds, Inc.
For shareholders of the Advanced America Funds who acquired shares prior to October 18, 1991 and still hold those shares (or shares of an Oppenheimer fund into which any Advanced American Fund was reorganized), any initial and contingent deferred sales charges will be waived if requested by the shareholder.
Footnotes to Appendix A:
1. |
In the case of Oppenheimer Senior Floating Rate Fund, a continuously-offered closed-end fund, references to CDSCs mean the Fund's Early Withdrawal Charges and references to "redemptions" mean "repurchases" of shares. |
2. |
An "employee benefit plan" means any plan or arrangement, whether or not it is "qualified" under the Internal Revenue Code, under which Class N shares of an Oppenheimer fund or funds are purchased by a fiduciary or other administrator for the account of participants who are employees of a single employer or of affiliated employers. These may include, for example, medical savings accounts, payroll deduction plans or similar plans. The fund accounts must be registered in the name of the fiduciary or administrator purchasing the shares for the benefit of participants in the plan. |
3. |
The term "Group Retirement Plan" means any qualified or non-qualified retirement plan for employees of a corporation or sole proprietorship, members and employees of a partnership or association or other organized group of persons (the members of which may include other groups), if the group has made special arrangements with the Distributor and all members of the group participating in (or who are eligible to participate in) the plan purchase shares of an Oppenheimer fund or funds through a single investment dealer, broker or other financial institution designated by the group. Such plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans other than plans for public school employees. The term "Group Retirement Plan" also includes qualified retirement plans and non-qualified deferred compensation plans and IRAs that purchase shares of an Oppenheimer fund or funds through a single investment dealer, broker or other financial institution that has made special arrangements with the Distributor. |
4. |
However, that concession will not be paid on purchases of shares in amounts of $1 million or more (including any right of accumulation) by a Retirement Plan that pays for the purchase with the redemption proceeds of Class C shares of one or more Oppenheimer funds held by the Plan for more than one year. |
5. |
This provision does not apply to IRAs. |
6. |
This provision only applies to qualified retirement plans and 403(b)(7) custodial plans after your separation from service in or after the year you reached age 55. |
7. |
The distribution must be requested prior to Plan termination or the elimination of the Oppenheimer funds as an investment option under the Plan. |
8. |
This provision does not apply to loans from 403(b)(7) custodial plans and loans from the OppenheimerFunds-sponsored Single K retirement plan. |
9. |
This provision does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs. |
Ratings Definitions
Below are summaries of the rating definitions used by the nationally recognized statistical rating organizations ("NRSROs") listed below. Those ratings represent the opinion of the NRSRO as to the credit quality of issues that they rate. The summaries below are based upon publicly available information provided by the NRSROs.
Moody's Investors Service, Inc. ("Moody's")
LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS
Aaa: Bonds and preferred stock rated "Aaa" are judged to be the best quality. They carry the smallest degree of investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, the changes that can be expected are most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds and preferred stock rated "Aa" are judged to be of high quality by all standards. Together with the "Aaa" group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as with "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than that of "Aaa" securities.
A: Bonds and preferred stock rated "A" possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future.
Baa: Bonds and preferred stock rated "Baa" are considered medium-grade obligations; that is, they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and have speculative characteristics as well.
Ba: Bonds and preferred stock rated "Ba" are judged to have speculative elements. Their future cannot be considered well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B: Bonds and preferred stock rated "B" generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa: Bonds and preferred stock rated "Caa" are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca: Bonds and preferred stock rated "Ca" represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds and preferred stock rated "C" are the lowest class of rated bonds and can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from "Aa" through "Caa." The modifier "1" indicates that the obligation ranks in the higher end of its generic rating category; the modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a ranking in the lower end of that generic rating category. Advanced refunded issues that are secured by certain assets are identified with a # symbol.
PRIME RATING SYSTEM (SHORT-TERM RATINGS – TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.
Prime-1: Issuer has a superior ability for repayment of senior short-term debt obligations.
Prime-2: Issuer has a strong ability for repayment of senior short-term debt obligations. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
Prime-3: Issuer has an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
Not Prime: Issuer does not fall within any Prime rating category.
Standard & Poor's Ratings Services ("Standard & Poor's"), a division of The McGraw-Hill Companies, Inc.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following considerations:
The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.
AAA: An obligation rated "AAA" has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated "AA" differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C: Obligations rated "BB", "B", "CCC", "CC", and "C" are regarded as having significant speculative characteristics. "BB" indicates the least degree of speculation and "C" the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated "B" is more vulnerable to nonpayment than obligations rated "BB", but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated "CCC" is currently vulnerable to nonpayment, and are dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.
C: Subordinated debt or preferred stock obligations rated "C" are currently highly vulnerable to nonpayment. The "C" rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A "C" also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D: An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
c: The "c" subscript is used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer's bonds are deemed taxable.
p: The letter "p" indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
Continuance of the ratings is contingent upon Standard & Poor's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows.
r: The "r" highlights derivative, hybrid, and certain other obligations that Standard & Poor's believes may experience high volatility or high variability in expected returns as a result of noncredit risks. Examples of such obligations are securities with principal or interest return indexed to equities, commodities, or currencies; certain swaps and options; and interest-only and principal-only mortgage securities. The absence of an "r" symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.
N.R. Not rated.
Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties.
Bond Investment Quality Standards
Under present commercial bank regulations issued by the Comptroller of the Currency, bonds rated in the top four categories ("AAA", "AA", "A", and "BBB", commonly known as investment-grade ratings) generally are regarded as eligible for bank investment. Also, the laws of various states governing legal investments impose certain rating or other standards for obligations eligible for investment by savings banks, trust companies, insurance companies, and fiduciaries in general
SHORT-TERM ISSUE CREDIT RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days-including commercial paper.
A-1: A short-term obligation rated "A-1" is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated "A-3" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated "B" is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
C: A short-term obligation rated "C" is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
NOTES:
A Standard & Poor's note rating reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
SP-1: Strong capacity to pay principal and interest. An issue with a very strong capacity to pay debt service is given a (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or local currency commitments. Both "foreign currency" and "local currency" ratings are internationally comparable assessments. The local currency rating measures the probability of payment within the relevant sovereign state's currency and jurisdiction and therefore, unlike the foreign currency rating, does not take account of the possibility of foreign exchange controls limiting transfer into foreign
currency.
INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency ratings.
Investment-Grade:
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in the case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very High Credit Quality. "AA" ratings denote a very low expectation of credit risk. They indicate a very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
Speculative Grade:
BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time. However, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment-grade.
B: Highly Speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met. However, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
CCC, CC, and C: High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default of some kind appears probable. "C" ratings signal imminent default.
DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD" obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. "DD" indicates potential recoveries in the range of 50%-90%, and "D" the lowest recovery potential, i.e., below 50%.
Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process; those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated "D" have a poor prospect for repaying all obligations.
Plus (+) and minus (-) signs may be appended to a rating symbol to denote relative status within the major rating categories. Plus and minus signs are not added to the "AAA" category or to categories below "CCC," nor to short-term ratings other than "F1" (see below).
INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency ratings. A short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1: Highest credit quality. Strongest capacity for timely payment of financial commitments. May have an added "+" to denote any exceptionally strong credit feature.
F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of higher ratings.
F3: Fair credit quality. Capacity for timely payment of financial commitments is adequate. However, near-term adverse changes could result in a reduction to non-investment-grade.
B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
D: Default. Denotes actual or imminent payment default.
Shares | Value | |||||||
Common Stocks--87.1%
|
||||||||
Consumer Discretionary--7.9%
|
||||||||
Hotels, Restaurants & Leisure--2.8%
|
||||||||
Brinker International, Inc.1
|
625,000 | $ | 7,900,000 | |||||
McDonald's Corp.1
|
60,000 | 3,516,600 | ||||||
|
||||||||
|
11,416,600 | |||||||
|
||||||||
Media--4.4%
|
||||||||
Cablevision Systems Corp. New York Group, Cl. A1
|
300,000 | 6,888,000 | ||||||
Cinemark Holdings, Inc.
|
392,500 | 4,549,075 | ||||||
Comcast Corp., Cl. A Special, Non-Vtg.
|
475,000 | 6,659,500 | ||||||
|
||||||||
|
18,096,575 | |||||||
|
||||||||
Specialty Retail--0.7%
|
||||||||
Lowe's Cos., Inc.
|
160,000 | 3,131,200 | ||||||
Consumer Staples--12.4%
|
||||||||
Food & Staples Retailing--5.6%
|
||||||||
Kroger Co. (The)
|
525,000 | 12,143,248 | ||||||
Wal-Mart Stores, Inc.1
|
100,000 | 4,968,000 | ||||||
Walgreen Co.1
|
156,250 | 5,910,938 | ||||||
|
||||||||
|
23,022,186 | |||||||
|
||||||||
Food Products--0.7%
|
||||||||
B&G Foods, Inc., Cl. A
|
370,000 | 2,889,700 | ||||||
Tobacco--6.1%
|
||||||||
Altria Group, Inc.1
|
87,500 | 1,584,625 | ||||||
Lorillard, Inc.1
|
152,500 | 11,852,300 | ||||||
Philip Morris International, Inc.
|
250,000 | 11,840,000 | ||||||
|
||||||||
|
25,276,925 | |||||||
|
||||||||
Energy--14.1%
|
||||||||
Energy Equipment & Services--2.9%
|
||||||||
BJ Services Co.1
|
180,000 | 3,456,000 | ||||||
Halliburton Co.1
|
137,500 | 4,016,375 | ||||||
Transocean Ltd.1,2
|
55,000 | 4,615,050 | ||||||
|
||||||||
|
12,087,425 | |||||||
|
||||||||
Oil, Gas & Consumable Fuels--11.2%
|
||||||||
BP plc, ADR
|
190,000 | 10,757,800 | ||||||
Chevron Corp.
|
110,000 | 8,419,400 | ||||||
Kinder Morgan Management LLC2
|
233,876 | 10,947,714 | ||||||
Marathon Oil Corp.
|
306,500 | 9,798,805 | ||||||
Williams Cos., Inc. (The)1
|
325,000 | 6,126,250 | ||||||
|
||||||||
|
46,049,969 | |||||||
|
||||||||
Financials--22.6%
|
||||||||
Capital Markets--2.2%
|
||||||||
Bank of New York Mellon Corp.1
|
75,000 | 1,999,500 | ||||||
Morgan Stanley1
|
215,000 | 6,905,800 | ||||||
|
||||||||
|
8,905,300 | |||||||
|
||||||||
Diversified Financial Services--5.2%
|
||||||||
Bank of America Corp.1
|
400,000 | 5,832,000 | ||||||
Citigroup, Inc.1
|
1,275,000 | 5,214,750 | ||||||
JPMorgan Chase & Co.1
|
250,000 | 10,442,500 | ||||||
|
||||||||
|
21,489,250 | |||||||
|
||||||||
Insurance--13.6%
|
||||||||
Assurant, Inc.
|
325,000 | 9,727,250 | ||||||
Everest Re Group Ltd.1
|
225,000 | 19,685,250 | ||||||
Fidelity National Financial, Inc., Cl. A1
|
525,000 | 7,124,250 | ||||||
Genworth Financial, Inc., Cl. A2
|
115,000 | 1,221,300 | ||||||
MetLife, Inc.1
|
250,000 | 8,507,500 | ||||||
XL Capital Ltd., Cl. A1
|
600,000 | 9,846,000 | ||||||
|
||||||||
|
56,111,550 | |||||||
|
||||||||
Real Estate Investment Trusts--1.6%
|
||||||||
Apollo Commercial Real Estate Finance, Inc.2
|
220,000 | 3,940,200 |
Shares | Value | |||||||
Real Estate Investment Trusts Continued
|
||||||||
Starwood Property Trust, Inc.
|
132,500 | $ | 2,667,225 | |||||
|
||||||||
|
6,607,425 | |||||||
|
||||||||
Health Care--6.8%
|
||||||||
Pharmaceuticals--6.8%
|
||||||||
Abbott Laboratories1
|
125,000 | 6,321,250 | ||||||
Biovail Corp.
|
90,000 | 1,211,400 | ||||||
Bristol-Myers Squibb Co.
|
250,000 | 5,450,000 | ||||||
Pfizer, Inc.1
|
275,000 | 4,683,250 | ||||||
Schering-Plough Corp.
|
370,000 | 10,434,000 | ||||||
|
||||||||
|
28,099,900 | |||||||
|
||||||||
Industrials--6.1%
|
||||||||
Aerospace & Defense--3.2%
|
||||||||
Goodrich Corp.1
|
30,000 | 1,630,500 | ||||||
Lockheed Martin Corp.1
|
165,000 | 11,350,350 | ||||||
|
||||||||
|
12,980,850 | |||||||
|
||||||||
Commercial Services & Supplies--1.5%
|
||||||||
Waste Management, Inc.1
|
205,000 | 6,125,400 | ||||||
Industrial Conglomerates--0.4%
|
||||||||
Tyco International Ltd.1
|
52,500 | 1,761,375 | ||||||
Machinery--1.0%
|
||||||||
Navistar International Corp.1,2
|
125,000 | 4,142,500 | ||||||
Information Technology--3.8%
|
||||||||
Communications Equipment--1.7%
|
||||||||
Motorola, Inc.1
|
400,000 | 3,428,000 | ||||||
QUALCOMM, Inc.1
|
82,250 | 3,405,973 | ||||||
|
||||||||
|
6,833,973 | |||||||
|
||||||||
Electronic Equipment & Instruments--0.5%
|
||||||||
Corning Inc.1
|
150,000 | 2,191,500 | ||||||
IT Services--0.2%
|
||||||||
Accenture plc, Cl. A1
|
25,000 | 927,000 | ||||||
Semiconductors & Semiconductor Equipment--0.5%
|
||||||||
Applied Materials, Inc.
|
175,000 | 2,135,000 | ||||||
Software--0.9%
|
||||||||
Microsoft Corp.1
|
50,000 | 1,386,500 | ||||||
Oracle Corp.1
|
100,000 | 2,110,000 | ||||||
|
||||||||
|
3,496,500 | |||||||
|
||||||||
Materials--0.6%
|
||||||||
Chemicals--0.6%
|
||||||||
Celanese Corp., Series A
|
50,000 | 1,372,500 | ||||||
Potash Corp. of Saskatchewan, Inc.1
|
13,000 | 1,206,140 | ||||||
|
||||||||
|
2,578,640 | |||||||
|
||||||||
Telecommunication Services--8.1%
|
||||||||
Diversified Telecommunication Services--8.1%
|
||||||||
AT&T, Inc.
|
300,000 | 7,701,000 | ||||||
CenturyTel, Inc.
|
137,500 | 4,463,250 | ||||||
Consolidated Communications Holdings, Inc.
|
570,100 | 7,878,782 | ||||||
Frontier Communications Corp.1
|
1,000,000 | 7,170,000 | ||||||
Windstream Corp.1
|
650,000 | 6,266,000 | ||||||
|
||||||||
|
33,479,032 | |||||||
|
||||||||
Utilities--4.7%
|
||||||||
Electric Utilities--3.7%
|
||||||||
Edison International, Inc.
|
250,000 | 7,955,000 | ||||||
FirstEnergy Corp.1
|
172,500 | 7,465,800 | ||||||
|
||||||||
|
15,420,800 | |||||||
|
||||||||
Multi-Utilities--1.0%
|
||||||||
CenterPoint Energy, Inc.1
|
315,000 | 3,969,000 | ||||||
|
||||||||
|
||||||||
Total Common Stocks
(Cost $352,054,835) |
359,225,575 |
Shares | Value | |||||||
Preferred Stocks--2.0%
|
||||||||
Lucent Technologies Capital Trust I, 7.75% Cum. Cv., Non-Vtg.
|
6,000 | $ | 4,410,000 | |||||
SLM Corp., 7.25% Cum. Cv., Series C, Non-Vtg.
|
7,000 | 3,890,250 | ||||||
|
||||||||
Total Preferred Stocks
(Cost $5,503,551) |
8,300,250 | |||||||
Principal | ||||||||
Amount | ||||||||
Asset-Backed Securities--1.1%
|
||||||||
Babcock & Brown Air Funding Ltd., Asset-Backed Certificates, Series 2007-1A, Cl. G1, 0.544%, 10/14/333,4
|
||||||||
(Cost $3,312,683)
|
$ | 6,295,637 | 4,343,990 | |||||
|
||||||||
Non-Convertible Corporate Bonds and Notes--2.3%
|
||||||||
B&G Foods, Inc., 12% Sr. Unsec. Sub. Bonds, 10/30/16
|
2,323,750 | 2,277,275 | ||||||
Rite Aid Corp.:
|
||||||||
6.875% Sr. Unsec. Debs., 8/15/13
|
4,530,000 | 3,737,250 | ||||||
9.375% Sr. Unsec. Unsub. Nts., 12/15/15
|
4,000,000 | 3,340,000 | ||||||
|
||||||||
|
||||||||
Total Non-Convertible Corporate Bonds and Notes
(Cost $9,292,929) |
9,354,525 | |||||||
|
||||||||
Convertible Corporate Bonds and Notes--6.3%
|
||||||||
AMR Corp., 6.25% Cv. Sr. Unsec. Nts., 10/15/14
|
2,500,000 | 2,043,750 | ||||||
Forest City Enterprises, Inc., 5% Cv. Sr. Unsec. Nts., 10/15/165
|
1,750,000 | 1,607,813 | ||||||
Micron Technology, Inc., 1.875% Cv. Sr. Unsec. Unsub. Nts., 6/1/14
|
4,000,000 | 3,115,000 | ||||||
Navistar International Corp., 3% Cv. Sr. Sub. Nts., 10/15/14
|
1,400,000 | 1,324,750 | ||||||
Rite Aid Corp., 8.50% Cv. Sr. Unsec. Unsub. Nts., 5/15/156
|
5,250,000 | 4,961,250 | ||||||
Textron, Inc., 4.50% Cv. Sr. Unsec. Nts., 5/1/13
|
3,250,000 | 5,061,875 | ||||||
UAL Corp., 4.50% Cv. Sr. Sub. Nts., 6/30/21
|
10,750,000 | 8,089,375 | ||||||
|
||||||||
Total Convertible Corporate Bonds and Notes
(Cost $22,164,110) |
26,203,813 | |||||||
Shares | ||||||||
Investment Company--2.9%
|
||||||||
Oppenheimer Institutional Money Market Fund, Cl. E, 0.26%7,8
(Cost $12,134,311) |
12,134,311 | 12,134,311 | ||||||
|
||||||||
Total Investments, at Value
(Cost $404,462,419) |
101.7 | % | 419,562,464 | |||||
Liabilities in Excess of Other Assets
|
(1.7 | ) | (7,066,649 | ) | ||||
Net Assets
|
100.0 | % | $ | 412,495,815 | ||||
Shares | Gross | Gross | Shares | |||||||||||||
October 31, 2008 | Additions | Reductions | October 31, 2009 | |||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
3,337,854 | 101,025,696 | 92,229,239 | 12,134,311 |
Value | Income | |||||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
$ | 12,134,311 | $ | 8,682 |
1) | Level 1--unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange) | ||
2) | Level 2--inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.) | ||
3) | Level 3--significant unobservable inputs (including the Manager's own judgments about assumptions that market participants would use in pricing the asset). |
Level 3-- | ||||||||||||||||
Level 1-- | Level 2-- | Significant | ||||||||||||||
Unadjusted | Other Significant | Unobservable | ||||||||||||||
Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Common Stocks
|
||||||||||||||||
Consumer Discretionary
|
$ | 32,644,375 | $ | -- | $ | -- | $ | 32,644,375 | ||||||||
Consumer Staples
|
51,188,811 | -- | -- | 51,188,811 | ||||||||||||
Energy
|
58,137,394 | -- | -- | 58,137,394 | ||||||||||||
Financials
|
93,113,525 | -- | -- | 93,113,525 |
Level 3-- | ||||||||||||||||
Level 1-- | Level 2-- | Significant | ||||||||||||||
Unadjusted | Other Significant | Unobservable | ||||||||||||||
Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
Health Care
|
$ | 28,099,900 | $ | -- | $ | -- | $ | 28,099,900 | ||||||||
Industrials
|
25,010,125 | -- | -- | 25,010,125 | ||||||||||||
Information Technology
|
15,583,973 | -- | -- | 15,583,973 | ||||||||||||
Materials
|
2,578,640 | -- | -- | 2,578,640 | ||||||||||||
Telecommunication Services
|
33,479,032 | -- | -- | 33,479,032 | ||||||||||||
Utilities
|
19,389,800 | -- | -- | 19,389,800 | ||||||||||||
Preferred Stocks
|
-- | 8,300,250 | -- | 8,300,250 | ||||||||||||
Asset-Backed Securities
|
-- | -- | 4,343,990 | 4,343,990 | ||||||||||||
Non-Convertible Corporate Bonds and Notes
|
-- | 9,354,525 | -- | 9,354,525 | ||||||||||||
Convertible Corporate Bonds and Notes
|
-- | 26,203,813 | -- | 26,203,813 | ||||||||||||
Investment Company
|
12,134,311 | -- | -- | 12,134,311 | ||||||||||||
Total Assets
|
$ | 371,359,886 | $ | 43,858,588 | $ | 4,343,990 | $ | 419,562,464 | ||||||||
Liabilities Table
|
||||||||||||||||
Other Financial Instruments:
|
||||||||||||||||
Appreciated options written, at value
|
$ | 1,293,225 | $ | -- | $ | -- | $ | 1,293,225 | ||||||||
Depreciated options written, at value
|
3,862,985 | -- | -- | 3,862,985 | ||||||||||||
Total Liabilities
|
$ | 5,156,210 | $ | -- | $ | -- | $ | 5,156,210 | ||||||||
Unrealized | ||||||||||||||||||||||||||||
Number of | Exercise | Expiration | Premiums | Appreciation/ | ||||||||||||||||||||||||
Description | Type | Contracts | Price | Date | Received | Value | (Depreciation) | |||||||||||||||||||||
Abbott Laboratories
|
Call | 250 | $ | 55.00 | 11/23/09 | $ | 5,000 | $ | (1,500 | ) | $ | 3,500 | ||||||||||||||||
Accenture plc, Cl. A
|
Call | 250 | 40.00 | 11/23/09 | 14,750 | (3,750 | ) | 11,000 | ||||||||||||||||||||
Altria Group, Inc.
|
Call | 500 | 18.00 | 11/23/09 | 23,499 | (21,000 | ) | 2,499 | ||||||||||||||||||||
Bank of America Corp.
|
Call | 1,750 | 16.00 | 11/23/09 | 303,135 | (63,000 | ) | 240,135 | ||||||||||||||||||||
Bank of America Corp.
|
Call | 1,700 | 17.50 | 11/23/09 | 136,226 | (17,000 | ) | 119,226 | ||||||||||||||||||||
Bank of America Corp.
|
Put | 3,500 | 17.50 | 11/23/09 | 281,303 | (1,032,500 | ) | (751,197 | ) | |||||||||||||||||||
Bank of America Corp.
|
Put | 3,000 | 16.00 | 11/23/09 | 148,851 | (522,000 | ) | (373,149 | ) | |||||||||||||||||||
Bank of New York Mellon Corp.
|
Call | 625 | 30.00 | 11/23/09 | 24,374 | (11,875 | ) | 12,499 | ||||||||||||||||||||
Bank of New York Mellon Corp.
|
Put | 1,750 | 29.00 | 11/23/09 | 332,241 | (446,250 | ) | (114,009 | ) | |||||||||||||||||||
BJ Services Co.
|
Call | 850 | 23.00 | 11/23/09 | 25,399 | -- | 25,399 | |||||||||||||||||||||
Brinker International, Inc.
|
Call | 1,650 | 15.00 | 11/23/09 | 71,848 | (8,250 | ) | 63,598 | ||||||||||||||||||||
Cablevision Systems Corp. New York Group, Cl. A
|
Call | 125 | 25.00 | 12/21/09 | 5,047 | (7,500 | ) | (2,453 | ) | |||||||||||||||||||
Cablevision Systems Corp. New York Group, Cl. A
|
Call | 425 | 22.50 | 12/21/09 | 51,050 | (68,000 | ) | (16,950 | ) | |||||||||||||||||||
Celanese Corp., Series A
|
Put | 1,250 | 25.00 | 11/23/09 | 182,383 | (50,000 | ) | 132,383 | ||||||||||||||||||||
CenterPoint Energy, Inc.
|
Call | 300 | 12.50 | 11/23/09 | 6,750 | (7,500 | ) | (750 | ) | |||||||||||||||||||
CenterPoint Energy, Inc.
|
Put | 850 | 12.50 | 11/23/09 | 16,900 | (25,500 | ) | (8,600 | ) | |||||||||||||||||||
Citigroup, Inc.
|
Call | 4,900 | 4.00 | 11/23/09 | 391,240 | (132,300 | ) | 258,940 | ||||||||||||||||||||
Citigroup, Inc.
|
Call | 600 | 5.00 | 11/23/09 | 11,100 | (2,400 | ) | 8,700 | ||||||||||||||||||||
Corning, Inc.
|
Call | 75 | 15.00 | 11/23/09 | 2,616 | (2,625 | ) | (9 | ) |
Unrealized | ||||||||||||||||||||||||||||
Number of | Exercise | Expiration | Premiums | Appreciation/ | ||||||||||||||||||||||||
Description | Type | Contracts | Price | Date | Received | Value | (Depreciation) | |||||||||||||||||||||
Everest Re Group Ltd.
|
Call | 100 | $ | 90.00 | 11/23/09 | $ | 31,599 | $ | (9,500 | ) | $ | 22,099 | ||||||||||||||||
Fidelity National Financial, Inc., Cl. A
|
Call | 250 | 17.50 | 11/23/09 | 11,000 | -- | 11,000 | |||||||||||||||||||||
FirstEnergy Corp.
|
Call | 300 | 45.00 | 11/23/09 | 51,949 | (3,000 | ) | 48,949 | ||||||||||||||||||||
Frontier Communications Corp.
|
Call | 1,250 | 7.50 | 11/23/09 | 28,374 | (12,500 | ) | 15,874 | ||||||||||||||||||||
Goodrich Corp.
|
Call | 300 | 60.00 | 11/23/09 | 40,604 | (7,500 | ) | 33,104 | ||||||||||||||||||||
Halliburton Co.
|
Call | 1,300 | 25.00 | 11/23/09 | 496,587 | (669,500 | ) | (172,913 | ) | |||||||||||||||||||
Halliburton Co.
|
Call | 75 | 26.00 | 11/23/09 | 23,024 | (31,125 | ) | (8,101 | ) | |||||||||||||||||||
JPMorgan Chase & Co.
|
Call | 2,000 | 43.00 | 11/23/09 | 835,282 | (264,000 | ) | 571,282 | ||||||||||||||||||||
JPMorgan Chase & Co.
|
Call | 250 | 45.00 | 11/23/09 | 54,749 | (16,250 | ) | 38,499 | ||||||||||||||||||||
JPMorgan Chase & Co.
|
Call | 250 | 46.00 | 11/23/09 | 49,849 | (10,750 | ) | 39,099 | ||||||||||||||||||||
JPMorgan Chase & Co.
|
Put | 750 | 43.00 | 11/23/09 | 49,864 | (188,250 | ) | (138,386 | ) | |||||||||||||||||||
Lockheed Martin Corp.
|
Call | 500 | 75.00 | 11/23/09 | 58,498 | (15,000 | ) | 43,498 | ||||||||||||||||||||
Lorillard, Inc.
|
Call | 1,250 | 80.00 | 11/23/09 | 142,636 | (131,250 | ) | 11,386 | ||||||||||||||||||||
McDonald's Corp.
|
Call | 215 | 57.50 | 11/23/09 | 26,399 | (40,635 | ) | (14,236 | ) | |||||||||||||||||||
MetLife, Inc.
|
Call | 1,500 | 43.00 | 11/23/09 | 87,550 | (7,500 | ) | 80,050 | ||||||||||||||||||||
Microsoft Corp.
|
Call | 500 | 27.00 | 11/23/09 | 21,999 | (56,000 | ) | (34,001 | ) | |||||||||||||||||||
Morgan Stanley
|
Call | 450 | 35.00 | 11/23/09 | 28,299 | (16,650 | ) | 11,649 | ||||||||||||||||||||
Morgan Stanley
|
Call | 300 | 31.00 | 11/23/09 | 84,598 | (63,000 | ) | 21,598 | ||||||||||||||||||||
Morgan Stanley
|
Call | 100 | 34.00 | 11/23/09 | 9,420 | (6,500 | ) | 2,920 | ||||||||||||||||||||
Motorola, Inc.
|
Call | 1,000 | 9.00 | 11/23/09 | 18,999 | (29,000 | ) | (10,001 | ) | |||||||||||||||||||
Navistar International Corp.
|
Call | 100 | 40.00 | 11/23/09 | 19,699 | (2,000 | ) | 17,699 | ||||||||||||||||||||
Navistar International Corp.
|
Put | 500 | 35.00 | 1/18/10 | 115,997 | (200,000 | ) | (84,003 | ) | |||||||||||||||||||
Navistar International Corp.
|
Put | 150 | 40.00 | 1/18/10 | 66,548 | (114,000 | ) | (47,452 | ) | |||||||||||||||||||
Navistar International Corp.
|
Put | 250 | 35.00 | 11/23/09 | 49,874 | (68,750 | ) | (18,876 | ) | |||||||||||||||||||
Oracle Corp.
|
Call | 500 | 23.00 | 11/23/09 | 8,875 | (5,000 | ) | 3,875 | ||||||||||||||||||||
Pfizer, Inc.
|
Call | 500 | 17.00 | 11/23/09 | 39,999 | (20,000 | ) | 19,999 | ||||||||||||||||||||
Pfizer, Inc.
|
Call | 425 | 18.00 | 11/23/09 | 10,200 | (4,675 | ) | 5,525 | ||||||||||||||||||||
Pfizer, Inc.
|
Call | 140 | 18.00 | 12/21/09 | 6,300 | (4,200 | ) | 2,100 | ||||||||||||||||||||
Pfizer, Inc.
|
Put | 2,500 | 17.00 | 11/23/09 | 92,998 | (135,000 | ) | (42,002 | ) | |||||||||||||||||||
Potash Corp. of Saskatchewan, Inc.
|
Call | 75 | 110.00 | 11/23/09 | 16,275 | (3,375 | ) | 12,900 | ||||||||||||||||||||
Potash Corp. of Saskatchewan, Inc.
|
Put | 200 | 85.00 | 11/23/09 | 76,448 | (24,000 | ) | 52,448 | ||||||||||||||||||||
Potash Corp. of Saskatchewan, Inc.
|
Put | 200 | 90.00 | 11/23/09 | 105,097 | (54,000 | ) | 51,097 | ||||||||||||||||||||
QUALCOMM, Inc.
|
Call | 375 | 46.00 | 11/23/09 | 6,405 | (8,250 | ) | (1,845 | ) | |||||||||||||||||||
SLM Corp.
|
Put | 1,000 | 10.00 | 11/23/09 | 48,999 | (90,000 | ) | (41,001 | ) | |||||||||||||||||||
SLM Corp.
|
Put | 750 | 11.00 | 11/23/09 | 49,896 | (116,250 | ) | (66,354 | ) | |||||||||||||||||||
Transocean Ltd.
|
Call | 350 | 90.00 | 11/23/09 | 133,697 | (50,750 | ) | 82,947 | ||||||||||||||||||||
Tyco International Ltd.
|
Call | 75 | 35.00 | 11/23/09 | 4,225 | (4,350 | ) | (125 | ) | |||||||||||||||||||
Walgreen Co.
|
Call | 1,250 | 41.00 | 11/23/09 | 52,124 | (12,500 | ) | 39,624 | ||||||||||||||||||||
Wal-Mart Stores, Inc.
|
Call | 750 | 52.50 | 11/23/09 | 38,749 | (12,000 | ) | 26,749 | ||||||||||||||||||||
Wal-Mart Stores, Inc.
|
Call | 250 | 50.00 | 11/23/09 | 33,749 | (20,500 | ) | 13,249 | ||||||||||||||||||||
Waste Management, Inc.
|
Call | 1,550 | 32.50 | 11/23/09 | 73,226 | (15,500 | ) | 57,726 | ||||||||||||||||||||
Waste Management, Inc.
|
Call | 250 | 30.00 | 11/23/09 | 35,779 | (23,750 | ) | 12,029 | ||||||||||||||||||||
Williams Cos., Inc. (The)
|
Call | 1,000 | 20.00 | 11/23/09 | 72,476 | (30,000 | ) | 42,476 | ||||||||||||||||||||
Williams Cos., Inc. (The)
|
Call | 750 | 17.50 | 11/23/09 | 188,995 | (127,500 | ) | 61,495 | ||||||||||||||||||||
Windstream Corp.
|
Call | 600 | 10.00 | 11/23/09 | 17,810 | (9,000 | ) | 8,810 | ||||||||||||||||||||
XL Capital Ltd., Cl. A
|
Call | 1,250 | 21.00 | 11/23/09 | 32,154 | -- | 32,154 | |||||||||||||||||||||
|
$ | 5,581,585 | $ | (5,156,210 | ) | $ | 425,375 | |||||||||||||||||||||
Assets
|
||||
Investments, at value--see accompanying statement of investments:
|
||||
Unaffiliated companies (cost $392,328,108)
|
$ | 407,428,153 | ||
Affiliated companies (cost $12,134,311)
|
12,134,311 | |||
|
||||
|
419,562,464 | |||
Cash
|
2,248,122 | |||
Receivables and other assets:
|
||||
Shares of capital stock sold
|
3,430,517 | |||
Investments sold
|
1,893,113 | |||
Interest and dividends
|
1,331,979 | |||
Other
|
210,139 | |||
|
||||
Total assets
|
428,676,334 | |||
|
||||
Liabilities
|
||||
Appreciated options written, at value (premiums received $3,665,013)
|
1,293,225 | |||
Depreciated options written, at value (premiums received $1,916,572)
|
3,862,985 | |||
Payables and other liabilities:
|
||||
Investments purchased
|
10,065,951 | |||
Shares of capital stock redeemed
|
646,122 | |||
Directors' compensation
|
98,734 | |||
Distribution and service plan fees
|
85,252 | |||
Transfer and shareholder servicing agent fees
|
81,897 | |||
Shareholder communications
|
7,631 | |||
Other
|
38,722 | |||
|
||||
Total liabilities
|
16,180,519 | |||
|
||||
Net Assets
|
$ | 412,495,815 | ||
|
||||
|
||||
Composition of Net Assets
|
||||
Par value of shares of capital stock
|
$ | 2,209 | ||
Additional paid-in capital
|
488,493,215 | |||
Accumulated net investment income
|
2,742,840 | |||
Accumulated net realized loss on investments and foreign currency transactions
|
(94,267,869 | ) | ||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
|
15,525,420 | |||
|
||||
Net Assets
|
$ | 412,495,815 | ||
|
Net Asset Value Per Share
|
||||
|
||||
Class A Shares:
|
||||
Net asset value and redemption price per share (based on net assets of $323,032,938 and 16,800,224 shares of capital stock outstanding)
|
$ | 19.23 | ||
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
$ | 20.40 | ||
|
||||
Class B Shares:
|
||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $31,722,672 and 1,909,707 shares of capital stock outstanding)
|
$ | 16.61 | ||
|
||||
Class C Shares:
|
||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $44,773,652 and 2,688,918 shares of capital stock outstanding)
|
$ | 16.65 | ||
|
||||
Class N Shares:
|
||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $12,966,553 and 693,580 shares of capital stock outstanding)
|
$ | 18.70 |
Investment Income
|
||||
|
||||
Dividends:
|
||||
Unaffiliated companies (net of foreign withholding taxes of $33,259)
|
$ | 13,968,889 | ||
Affiliated companies
|
8,682 | |||
Interest
|
2,587,249 | |||
Income from investment of securities lending cash collateral, net--unaffiliated companies
|
3,565 | |||
|
||||
Total investment income
|
16,568,385 | |||
|
||||
Expenses
|
||||
|
||||
Management fees
|
2,041,068 | |||
Distribution and service plan fees:
|
||||
Class A
|
563,027 | |||
Class B
|
244,213 | |||
Class C
|
322,756 | |||
Class N
|
48,225 | |||
Transfer and shareholder servicing agent fees:
|
||||
Class A
|
673,713 | |||
Class B
|
148,774 | |||
Class C
|
144,980 | |||
Class N
|
99,164 | |||
Shareholder communications:
|
||||
Class A
|
146,579 | |||
Class B
|
32,143 | |||
Class C
|
27,771 | |||
Class N
|
8,599 | |||
Directors' compensation
|
19,133 | |||
Custodian fees and expenses
|
6,740 | |||
Other
|
122,349 | |||
|
||||
Total expenses
|
4,649,234 | |||
Less waivers and reimbursements of expenses
|
(175,800 | ) | ||
|
||||
Net expenses
|
4,473,434 | |||
|
||||
Net Investment Income
|
12,094,951 |
Realized and Unrealized Gain (Loss)
|
||||
|
||||
Net realized gain (loss) on:
|
||||
Investments from unaffiliated companies (including premiums on options exercised)
|
$ | (52,518,097 | ) | |
Closing and expiration of option contracts written
|
3,348,747 | |||
Foreign currency transactions
|
2,220 | |||
|
||||
Net realized loss
|
(49,167,130 | ) | ||
Net change in unrealized appreciation (depreciation) on:
|
||||
Investments
|
112,512,497 | |||
Translation of assets and liabilities denominated in foreign currencies
|
(2,482 | ) | ||
Option contracts written
|
546,927 | |||
|
||||
Net change in unrealized appreciation
|
113,056,942 | |||
|
||||
Net Increase in Net Assets Resulting from Operations
|
$ | 75,984,763 | ||
|
Year Ended October 31, | 2009 | 2008 | ||||||
Operations
|
||||||||
|
||||||||
Net investment income
|
$ | 12,094,951 | $ | 10,395,566 | ||||
Net realized loss
|
(49,167,130 | ) | (42,031,708 | ) | ||||
Net change in unrealized appreciation (depreciation)
|
113,056,942 | (137,741,299 | ) | |||||
Net increase (decrease) in net assets resulting from operations
|
75,984,763 | (169,377,441 | ) | |||||
|
||||||||
Dividends and/or Distributions to Shareholders
|
||||||||
|
||||||||
Dividends from net investment income:
|
||||||||
Class A
|
(9,925,079 | ) | (7,861,509 | ) | ||||
Class B
|
(1,088,141 | ) | (609,267 | ) | ||||
Class C
|
(1,415,568 | ) | (672,747 | ) | ||||
Class N
|
(413,968 | ) | (296,093 | ) | ||||
|
(12,842,756 | ) | (9,439,616 | ) | ||||
|
||||||||
Distributions from net realized gain:
|
||||||||
Class A
|
-- | (47,858,381 | ) | |||||
Class B
|
-- | (8,551,084 | ) | |||||
Class C
|
-- | (8,193,618 | ) | |||||
Class N
|
-- | (2,596,878 | ) | |||||
|
-- | (67,199,961 | ) | |||||
|
||||||||
Capital Stock Transactions
|
||||||||
|
||||||||
Net increase (decrease) in net assets resulting from capital stock transactions:
|
||||||||
Class A
|
73,583,958 | 18,966,911 | ||||||
Class B
|
2,104,858 | (8,544,939 | ) | |||||
Class C
|
8,506,149 | 1,375,637 | ||||||
Class N
|
1,024,848 | 37,009 | ||||||
|
85,219,813 | 11,834,618 | ||||||
|
||||||||
Net Assets
|
||||||||
|
||||||||
Total increase (decrease)
|
148,361,820 | (234,182,400 | ) | |||||
Beginning of period
|
264,133,995 | 498,316,395 | ||||||
|
||||||||
End of period (including accumulated net investment income of $2,742,840 and $2,394,390, respectively)
|
$ | 412,495,815 | $ | 264,133,995 | ||||
Class A Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 15.65 | $ | 29.86 | $ | 29.15 | $ | 27.34 | $ | 26.89 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income (loss)1
|
.70 | .63 | .20 | .09 | (.05 | ) | ||||||||||||||
Net realized and unrealized gain (loss)
|
3.62 | (10.24 | ) | 2.67 | 4.61 | 2.58 | ||||||||||||||
Total from investment operations
|
4.32 | (9.61 | ) | 2.87 | 4.70 | 2.53 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.74 | ) | (.62 | ) | (.03 | ) | -- | -- | ||||||||||||
Distributions from net realized gain
|
-- | (3.98 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | |||||||||||
Total dividends and/or distributions to shareholders
|
(.74 | ) | (4.60 | ) | (2.16 | ) | (2.89 | ) | (2.08 | ) | ||||||||||
|
||||||||||||||||||||
Net asset value, end of period
|
$ | 19.23 | $ | 15.65 | $ | 29.86 | $ | 29.15 | $ | 27.34 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value2
|
28.82 | % | (37.27 | )% | 10.43 | % | 18.43 | % | 9.80 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 323,033 | $ | 199,650 | $ | 362,740 | $ | 382,512 | $ | 339,703 | ||||||||||
Average net assets (in thousands)
|
$ | 225,561 | $ | 292,638 | $ | 370,916 | $ | 369,074 | $ | 309,617 | ||||||||||
Ratios to average net assets:3
|
||||||||||||||||||||
Net investment income (loss)
|
4.29 | % | 2.85 | % | 0.68 | % | 0.32 | % | (0.19 | )% | ||||||||||
Total expenses
|
1.36 | %4 | 1.25 | %4 | 1.28 | %4 | 1.29 | % | 1.34 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
1.36 | % | 1.25 | % | 1.28 | % | 1.28 | % | 1.34 | % | ||||||||||
Portfolio turnover rate
|
105 | % | 78 | % | 124 | % | 56 | % | 89 | % |
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. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended October 31, 2009
|
1.36 | % | ||
Year Ended October 31, 2008
|
1.25 | % | ||
Year Ended October 31, 2007
|
1.28 | % |
Class B Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 13.63 | $ | 26.48 | $ | 26.27 | $ | 25.11 | $ | 25.07 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income (loss)1
|
.50 | .38 | (.05 | ) | (.14 | ) | (.28 | ) | ||||||||||||
Net realized and unrealized gain (loss)
|
3.11 | (8.95 | ) | 2.39 | 4.19 | 2.40 | ||||||||||||||
Total from investment operations
|
3.61 | (8.57 | ) | 2.34 | 4.05 | 2.12 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.63 | ) | (.30 | ) | -- | -- | -- | |||||||||||||
Distributions from net realized gain
|
-- | (3.98 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | |||||||||||
Total dividends and/or distributions to shareholders
|
(.63 | ) | (4.28 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | ||||||||||
|
||||||||||||||||||||
Net asset value, end of period
|
$ | 16.61 | $ | 13.63 | $ | 26.48 | $ | 26.27 | $ | 25.11 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value2
|
27.69 | % | (37.81 | )% | 9.46 | % | 17.37 | % | 8.81 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 31,723 | $ | 24,862 | $ | 60,106 | $ | 76,583 | $ | 74,004 | ||||||||||
Average net assets (in thousands)
|
$ | 24,503 | $ | 42,007 | $ | 72,568 | $ | 76,606 | $ | 73,417 | ||||||||||
Ratios to average net assets:3
|
||||||||||||||||||||
Net investment income (loss)
|
3.57 | % | 1.94 | % | (0.21 | )% | (0.58 | )% | (1.10 | )% | ||||||||||
Total expenses
|
2.48 | %4 | 2.14 | %4 | 2.16 | %4 | 2.19 | % | 2.25 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
2.22 | % | 2.14 | % | 2.16 | % | 2.19 | % | 2.25 | % | ||||||||||
Portfolio turnover rate
|
105 | % | 78 | % | 124 | % | 56 | % | 89 | % |
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 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. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended October 31, 2009
|
2.48 | % | ||
Year Ended October 31, 2008
|
2.14 | % | ||
Year Ended October 31, 2007
|
2.16 | % |
Class C Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 13.66 | $ | 26.54 | $ | 26.31 | $ | 25.14 | $ | 25.10 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income (loss)1
|
.50 | .39 | (.04 | ) | (.14 | ) | (.27 | ) | ||||||||||||
Net realized and unrealized gain (loss)
|
3.13 | (8.99 | ) | 2.40 | 4.20 | 2.39 | ||||||||||||||
Total from investment operations
|
3.63 | (8.60 | ) | 2.36 | 4.06 | 2.12 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.64 | ) | (.30 | ) | -- | -- | -- | |||||||||||||
Distributions from net realized gain
|
-- | (3.98 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | |||||||||||
Total dividends and/or distributions to shareholders
|
(.64 | ) | (4.28 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | ||||||||||
Net asset value, end of period
|
$ | 16.65 | $ | 13.66 | $ | 26.54 | $ | 26.31 | $ | 25.14 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value2
|
27.77 | % | (37.83 | )% | 9.53 | % | 17.39 | % | 8.80 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 44,774 | $ | 29,599 | $ | 56,130 | $ | 54,971 | $ | 46,560 | ||||||||||
Average net assets (in thousands)
|
$ | 32,357 | $ | 43,817 | $ | 56,496 | $ | 51,822 | $ | 42,635 | ||||||||||
Ratios to average net assets:3
|
||||||||||||||||||||
Net investment income (loss)
|
3.53 | % | 1.98 | % | (0.17 | )% | (0.57 | )% | (1.09 | )% | ||||||||||
Total expenses
|
2.28 | %4 | 2.12 | %4 | 2.13 | %4 | 2.17 | % | 2.24 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
2.17 | % | 2.11 | % | 2.13 | % | 2.17 | % | 2.24 | % | ||||||||||
Portfolio turnover rate
|
105 | % | 78 | % | 124 | % | 56 | % | 89 | % |
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. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended October 31, 2009
|
2.28 | % | ||
Year Ended October 31, 2008
|
2.12 | % | ||
Year Ended October 31, 2007
|
2.13 | % |
Class N Year Ended October 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 15.24 | $ | 29.09 | $ | 28.52 | $ | 26.91 | $ | 26.61 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income (loss)1
|
.64 | .54 | .08 | (.03 | ) | (.16 | ) | |||||||||||||
Net realized and unrealized gain (loss)
|
3.51 | (9.97 | ) | 2.62 | 4.53 | 2.54 | ||||||||||||||
Total from investment operations
|
4.15 | (9.43 | ) | 2.70 | 4.50 | 2.38 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.69 | ) | (.44 | ) | -- | -- | -- | |||||||||||||
Distributions from net realized gain
|
-- | (3.98 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | |||||||||||
Total dividends and/or distributions to shareholders
|
(.69 | ) | (4.42 | ) | (2.13 | ) | (2.89 | ) | (2.08 | ) | ||||||||||
Net asset value, end of period
|
$ | 18.70 | $ | 15.24 | $ | 29.09 | $ | 28.52 | $ | 26.91 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value2
|
28.40 | % | (37.48 | )% | 10.02 | % | 17.93 | % | 9.31 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 12,966 | $ | 10,023 | $ | 19,340 | $ | 19,013 | $ | 16,451 | ||||||||||
Average net assets (in thousands)
|
$ | 9,706 | $ | 15,221 | $ | 19,387 | $ | 17,985 | $ | 13,849 | ||||||||||
Ratios to average net assets:3
|
||||||||||||||||||||
Net investment income (loss)
|
4.08 | % | 2.47 | % | 0.29 | % | (0.12 | )% | (0.61 | )% | ||||||||||
Total expenses
|
2.36 | %4 | 1.87 | %4 | 1.91 | %4 | 1.90 | % | 2.08 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
1.67 | % | 1.63 | % | 1.67 | % | 1.72 | % | 1.76 | % | ||||||||||
Portfolio turnover rate
|
105 | % | 78 | % | 124 | % | 56 | % | 89 | % |
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. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended October 31, 2009
|
2.36 | % | ||
Year Ended October 31, 2008
|
1.87 | % | ||
Year Ended October 31, 2007
|
1.91 | % |
Net Unrealized | ||||||||||||
Appreciation | ||||||||||||
Based on Cost of | ||||||||||||
Securities and | ||||||||||||
Undistributed | Undistributed | Accumulated | Other Investments | |||||||||
Net Investment | Long-Term | Loss | for Federal Income | |||||||||
Income | Gain | Carryforward1,2,3,4 | Tax Purposes | |||||||||
$3,047,677
|
$ | -- | $ | 93,034,185 | $ | 12,394,323 |
Expiring | ||||
2016
|
$ | 39,017,790 | ||
2017
|
52,325,787 | |||
|
||||
Total
|
$ | 91,343,577 | ||
|
Increase | Increase | |||||||
to Accumulated | to Accumulated | |||||||
Reduction to | Net Investment | Net Realized | ||||||
Paid-in Capital | Income | Loss on Investments | ||||||
$1,500
|
$ | 1,096,255 | $ | 1,094,755 | ||||
The tax character of distributions paid during the years ended October 31, 2009 and October 31, 2008 was as follows: | ||||||||
Year Ended | Year Ended | |||||||
October 31, 2009 | October 31, 2008 | |||||||
Distributions paid from:
|
||||||||
Ordinary income
|
$ | 12,842,756 | $ | 22,019,447 | ||||
Long-term capital gain
|
-- | 54,620,130 | ||||||
Total
|
$ | 12,842,756 | $ | 76,639,577 | ||||
Federal tax cost of securities
|
$ | 405,902,908 | ||
Federal tax cost of other investments
|
(3,890,977 | ) | ||
|
||||
Total federal tax cost
|
$ | 402,011,931 | ||
|
||||
|
||||
Gross unrealized appreciation
|
$ | 41,447,735 | ||
Gross unrealized depreciation
|
(29,053,412 | ) | ||
|
||||
Net unrealized appreciation
|
$ | 12,394,323 | ||
|
Projected Benefit Obligations Increased
|
$ | 11,212 | ||
Payments Made to Retired Directors
|
16,455 | |||
Accumulated Liability as of October 31, 2009
|
81,382 |
Year Ended October 31, 2009 | Year Ended October 31, 2008 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A
|
||||||||||||||||
Sold
|
6,502,733 | $ | 112,122,260 | 2,439,245 | $ | 54,091,989 | ||||||||||
Dividends and/or distributions reinvested
|
579,157 | 9,063,692 | 2,122,974 | 50,400,156 | ||||||||||||
Redeemed
|
(3,040,428 | ) | (47,601,994 | ) | (3,951,213 | ) | (85,525,234 | ) | ||||||||
Net increase
|
4,041,462 | $ | 73,583,958 | 611,006 | $ | 18,966,911 | ||||||||||
Class B
|
||||||||||||||||
Sold
|
760,244 | $ | 11,305,862 | 307,757 | $ | 5,822,651 | ||||||||||
Dividends and/or distributions reinvested
|
77,818 | 1,043,726 | 422,883 | 8,820,295 | ||||||||||||
Redeemed
|
(752,977 | ) | (10,244,730 | ) | (1,175,511 | ) | (23,187,885 | ) | ||||||||
Net increase (decrease)
|
85,085 | $ | 2,104,858 | (444,871 | ) | $ | (8,544,939 | ) | ||||||||
Class C
|
||||||||||||||||
Sold
|
1,213,208 | $ | 17,952,152 | 502,313 | $ | 9,584,133 | ||||||||||
Dividends and/or distributions reinvested
|
96,442 | 1,302,715 | 384,824 | 8,033,544 | ||||||||||||
Redeemed
|
(787,683 | ) | (10,748,718 | ) | (835,367 | ) | (16,242,040 | ) | ||||||||
Net increase
|
521,967 | $ | 8,506,149 | 51,770 | $ | 1,375,637 | ||||||||||
Class N
|
||||||||||||||||
Sold
|
274,520 | $ | 4,569,780 | 193,203 | $ | 4,218,546 | ||||||||||
Dividends and/or distributions reinvested
|
25,623 | 386,413 | 116,990 | 2,710,711 | ||||||||||||
Redeemed
|
(264,382 | ) | (3,931,345 | ) | (317,208 | ) | (6,892,248 | ) | ||||||||
Net increase (decrease)
|
35,761 | $ | 1,024,848 | (7,015 | ) | $ | 37,009 | |||||||||
Purchases | Sales | |||||||
Investment securities
|
$ | 387,139,659 | $ | 308,428,119 |
Fee Schedule | ||||
Up to $400 million
|
0.70 | % | ||
Next $400 million
|
0.68 | |||
Next $400 million
|
0.65 | |||
Next $400 million
|
0.60 | |||
Next $400 million
|
0.55 | |||
Over $2.0 billion
|
0.50 |
Class C
|
$ | 891,321 | ||
Class N
|
325,287 |
Class A | Class B | Class C | Class N | |||||||||||||||||
Class A | Contingent | Contingent | Contingent | Contingent | ||||||||||||||||
Front-End | Deferred | Deferred | Deferred | Deferred | ||||||||||||||||
Sales Charges | Sales Charges | Sales Charges | Sales Charges | Sales Charges | ||||||||||||||||
Retained by | Retained by | Retained by | Retained by | Retained by | ||||||||||||||||
Year Ended | Distributor | Distributor | Distributor | Distributor | Distributor | |||||||||||||||
October 31, 2009
|
$ | 255,434 | $ | 2,822 | $ | 50,811 | $ | 3,066 | $ | 67 |
Class A
|
$ | 5,714 | ||
Class B
|
66,060 | |||
Class C
|
35,590 | |||
Class N
|
66,375 |
5. | Risk Exposures and the Use of Derivative Instruments Continued believes to be creditworthy at the time of the transaction. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund's International Swap and Derivatives Association, Inc. ("ISDA") master agreements, which allow the Fund to net unrealized appreciation and depreciation for positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty. |
Liability Derivatives | ||||||||
Statement of | ||||||||
Derivatives | Assets and | |||||||
Not Accounted for as | Liabilities | |||||||
Hedging Instruments | Location | Value | ||||||
Equity contracts
|
Appreciated options written, at value | $ | 1,293,225 | |||||
Equity contracts
|
Depreciated options written, at value | 3,862,985 | ||||||
|
||||||||
Total
|
$ | 5,156,210 | ||||||
|
Investments from | Closing and | |||||||||||
unaffiliated companies | expiration of | |||||||||||
Derivatives Not Accounted | (including premiums on | option contracts | ||||||||||
for as Hedging Instruments | options exercised)* | written | Total | |||||||||
Equity contracts
|
$ | 644,881 | $ | 1,999,584 | $ | 2,644,465 |
* | Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any. | |
1. | For the six months ending October 31, 2009. |
Derivatives Not Accounted | Option contracts | |||||||||||
for as Hedging Instruments | Investments* | written | Total | |||||||||
Equity contracts
|
$ | 121,250 | $ | 128,470 | $ | 249,720 |
* | Includes purchased option contracts and purchased swaption contracts, if any. | |
1. | For the six months ending October 31, 2009. |
Call Options | Put Options | |||||||||||||||
Number of | Amount of | Number of | Amount of | |||||||||||||
Contracts | Premiums | Contracts | Premiums | |||||||||||||
Options outstanding as of October 31, 2008
|
3,050 | $ | 393,948 | -- | $ | -- | ||||||||||
Options written
|
168,617 | 17,645,853 | 54,222 | 5,230,289 | ||||||||||||
Options closed or expired
|
(121,112 | ) | (12,658,352 | ) | (37,572 | ) | (3,612,890 | ) | ||||||||
Options exercised
|
(14,475 | ) | (1,417,263 | ) | -- | -- | ||||||||||
Options outstanding as of October 31, 2009
|
36,080 | $ | 3,964,186 | 16,650 | $ | 1,617,399 | ||||||||||
Oppenheimer Equity Income Fund, Inc.
Internet Website
www.oppenheimerfunds.com
Investment Adviser
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)
Custodian Bank
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109-3661
Independent Registered Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
PX0835.001.0210 |
OPPENHEIMER EQUITY INCOME FUND, INC.
FORM N-1A
PART C
OTHER INFORMATION
Item 28. – Exhibits
(a) (i) Articles of Amendment and Restatement of the Fund dated 3/3/97: Previously filed with Registrant’s Pre-Effective Amendment No. 2, 2/21/97, and incorporated herein by reference.
(ii) Articles Supplementary dated 2/5/01 to Articles of Amendment and Restatement of the Fund: Previously filed with Registrant’s Post-Effective Amendment No. 7, 2/08/01 and incorporated herein by reference.
(iii) Articles of Amendment of the Fund dated 7/16/07, effective 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(b) By-Laws as amended through 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(c) (i) Specimen Class A Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.
(d) Amended and Restated Investment Advisory Agreement of the Fund dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(e) (i) General Distributor's Agreement dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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) (i) Amended and Restated Retirement Plan for Non-Interested Trustees or Directors dated 1/01/05: Previously filed with Post-Effective Amendment No. 4 to the Registration Statement of Oppenheimer Portfolio Series (Reg. No. 333-121449), (5/29/09), and incorporated herein by reference.
(ii) Amended & Restated Compensation Deferral Plan for Eligible Trustees, effective 1/1/08: Previously filed with Post-Effective Amendment No. 4 to the Registration Statement of Oppenheimer Portfolio Series (Reg. No. 333-121449), (5/29/09), and incorporated herein by reference.
(g) (i) Global Custody Agreement dated February 16, 2007: Previously filed with Post-Effective Amendment No. 57 to the Registration Statement of Oppenheimer Rising Dividends Fund (Reg. No. 2-65223), (7/31/07), and incorporated herein by reference.
(ii) Amendment No. 1 dated 7/20/07 to the Global Custody Agreement: Previously filed with Post-Effective Amendment No. 57 to the Registration Statement of Oppenheimer Rising Dividends Fund (Reg. No. 2-65223), (7/31/07), and incorporated herein by reference.
(h) Not applicable.
(i) (a) Opinion and Consent of Counsel dated 2/13/87: Previously filed as Exhibit 10 to Registrant's Pre-Effective Amendment No. 2, 2/21/97 , and incorporated herein by reference.
(b) Opinion and Consent of Counsel dated 2/21/97: Previously filed with Registrant’s Pre-Effective Amendment No. 2, 2/21/97, and incorporated herein by reference.
(j) Independent Registered Public Accounting Firm’s Consent: Filed Herewith.
(k) Not applicable.
(l) (i) Investment Letter dated 2/28/97 from OppenheimerFunds, Inc. to Registrant: Previously filed with Registrant’s Pre-Effective Amendment No. 2, 2/21/97, and incorporated herein by reference.
(ii) Investment Letter dated 12/4/86 from Quest for Value Advisors, Inc.: Previously filed with Registrant’s Post-Effective Amendment No. 1, 11/25/97, and incorporated herein by reference.
(m) (i) Amended and Restated Distribution and Service Plan and Agreement for Class A shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(iii) Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated 81/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(iv) Amended and Restated Distribution and Service Plan and Agreement for Class N shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.
(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through 9/17/09: Previously filed with the Post-Effective Amendment No. 16 to the Registration Statement of Oppenheimer Main Street Small Cap Fund (Reg. No. 333-78269), (10/2/09), and incorporated herein by reference.
(o) (i) Power of Attorney dated November 11, 2009 for all Trustees/Directors and Officers, with the exception of William F. Glavin, Jr.: Previously filed with Post-Effective Amendment No. 33 to the Registration Statement of Oppenheimer Municipal Fund (Reg. No. 33-08054), (11/24/09), and incorporated herein by reference.
(ii) Power of Attorney dated December 18, 2009 for William Glavin: Previously Filed with Post Effective Amendment No. 64 to the Registration Statement of Oppenheimer Quest For Value Funds, (Reg No. 33-15489), (12/18/09), and incorporated herein by reference.
(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated August 30, 2007 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with the Initial Registration Statement of Oppenheimer Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105), (09/14/07), and incorporated herein by reference.
Item 29. - Persons Controlled by or Under Common Control with the Fund
None.
Item 30. - Indemnification
Reference is made to the provisions of Article Seven (a) (5) of Registrant's Articles of Amendment and Restatement filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 31. - Business and Other Connections of the Investment Adviser
(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and affiliates act in the same capacity to other investment companies, including without limitation those described in Parts A and B hereof and listed in Item 31(b) below.
(b) There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name and Current Position with OppenheimerFunds, Inc. |
Other Business and Connections During the Past Two Years |
Timothy L. Abbuhl, Vice President |
Treasurer of Centennial Asset Management Corporation; Vice President and Assistant Treasurer of OppenheimerFunds Distributor, Inc. |
Patrick Adams |
None |
Robert Agan, |
Senior Vice President of Shareholder Financial Services, Inc. and Shareholders Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OFI Private Investments Inc. |
Obi Akunwafor, |
Formerly Senior Associate at Goldman Sachs & Co. (January 2000 – January 2008) |
Carl Algermissen, |
Assistant Secretary of Centennial Asset Management Corporation. |
Victor Alino, |
None |
Michael Amato, |
None |
Nicole Andersen, |
None |
Raymond Anello, |
Formerly Portfolio Manager of Dividend Strategy/Sector Analyst for Energy/Utilities at RS Investments (June 2007- April 2009). |
Janette Aprilante, |
Secretary (since December 2001) of: Centennial Asset Management Corporation, OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation (since June 2003), Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc., Trinity Investment Management Corporation (since January 2005), OppenheimerFunds Legacy Program, OFI Private Investments Inc. (since June 2003) and OFI Institutional Asset Management, Inc. (since June 2003). Assistant Secretary of OFI Trust Company (since December 2001). |
Hany S. Ayad, |
None |
Paul Aynsley, |
None |
James F. Bailey, |
Senior Vice President of Shareholder Services, Inc. (since March 2006). |
Robert Baker, |
None |
John Michael Banta, |
None |
Michael Barnes, |
None |
Adam Bass, |
None |
Kevin Baum, |
None |
Jeff Baumgartner, |
Vice President of HarbourView Asset Management Corporation. |
Marc Baylin, |
Vice President of OFI Institutional Asset Management, Inc. |
Todd Becerra, |
None |
Kathleen Beichert, |
Vice President of OppenheimerFunds Distributor, Inc. |
Gerald Bellamy, |
None |
Emanuele Bergagnini, Vice President |
Assistant Vice President of OFI Institutional Asset Management, Inc. |
Robert Bertucci, Assistant Vice President: Rochester Division |
None |
Rajeev Bhaman, |
Vice President of OFI Institutional Asset Management, Inc. |
Craig Billings, |
None |
Mark Binning, Assistant Vice President |
None |
Julie Blanchard, |
None |
Beth Bleimehl, |
None |
Lisa I. Bloomberg, |
Assistant Secretary of Oppenheimer Real Asset Management, Inc. |
Veronika Boesch, |
None |
Chad Boll, |
None |
Michelle Borre Massick, |
None |
Lori E. Bostrom, |
Assistant Secretary of OppenheimerFunds Legacy Program. |
John Boydell, |
None |
Richard Britton, |
None |
Garrett C. Broadrup, |
None |
Michael Bromberg, |
None |
Holly Broussard, |
None |
Roger Buckley, |
None |
Joy Budzinski, |
None |
Carla Buffulin, |
None |
Stephanie Bullington, |
None |
Paul Burke, Vice President |
None |
Mark Burns, |
None |
JoAnne Butler, |
None |
Christine Calandrella, |
None |
Michael Camarella, |
None |
Dale Campbell, |
None |
Debra Casey, |
None |
Lisa Chaffee, |
None |
Ronald Chibnik, |
None |
Patrick Sheng Chu, |
None |
Brett Clark, |
None |
Jennifer Clark, |
Assistant Vice President at Shareholder Financial Services, Inc., Shareholder Services, Inc., and OFI Private Investments Inc. |
H.C. Digby Clements, |
None |
Thomas Closs, |
None |
David Cole, |
None |
Eric Compton, |
None |
Gerald James Concepcion, |
None |
Cheryl Corrigan, |
None |
Scott Cottier, |
None |
William Couch, |
None |
Geoffrey Craddock |
Formerly Senior Vice President and Head of Market Risk Management for CIBC. |
Terry Crady, |
Formerly IT Development Manager at OppenheimerFunds, Inc. |
Jerry Cubbin, |
Formerly a Consultant at National Australia Bank, (May 2009 – October 2009), a Consultant at Magnitude Capital, (November 2008 – May 2009) and a Managing Director at Brown Brothers Harriman (March 2001 – July 2008). |
George Curry, |
Vice President of OppenheimerFunds Distributor, Inc. |
Kevin Dachille, |
None |
Rushan Dagli, |
Vice President of OFI Private Investments Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc. |
John Damian, |
None |
Peter Dao, |
None |
Jason Davis, |
Formerly Manager at OppenheimerFunds, Inc. |
Robert Dawson, |
None |
John Delano, |
None |
Kendra Delisa, |
None |
Alessio de Longis, |
Formerly Sr. Research Analyst (February 2008 – April 2009). |
Damaris De Los Santos, |
None |
Richard Demarco, Assistant Vice President |
None |
Mark Demitry, Vice President |
None |
Craig P. Dinsell, |
None |
Randall C. Dishmon, |
None |
Rebecca K. Dolan, |
None |
Steven D. Dombrower, |
Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc. |
Andrew Donohue, |
Formerly Manager at OppenheimerFunds, Inc. (2007 – June 2009). |
Alicia Dopico, |
None |
Andrew Doyle, |
Formerly First Vice President, head of Global Wealth Management Rewards and Information Services at Bank of America (March 2006 – March 2009). |
Thomas Doyle, |
None |
Bruce C. Dunbar, |
None |
Robert Dunphy, |
Formerly Intermediate Analyst at OppenheimerFunds, Inc (August 2004 – May 2009). |
Brian Dvorak, |
None |
Richard Edmiston, |
None |
Taylor Edwards, |
None |
Peter Ellman, |
None |
Christopher Emanuel, |
None |
Daniel R. Engstrom, |
None |
James Robert Erven, |
None |
George R. Evans, |
None |
Kim Evans, |
Formerly an Owner of Evans Consulting Group, LLC (February 2000 – August 2009) and a Managing Member of Cranbury Design Center, LLC (February 2000 – February 2009). |
Kathy Faber, |
None |
David Falicia, |
Assistant Secretary (as of July 2004) of HarbourView Asset Management Corporation. |
Rachel Fanopoulos, |
None |
Matthew Farkas, |
None |
Kristie Feinberg, |
Assistant Treasurer of Oppenheimer Acquisition Corp., Centennial Asset Management Corp., OFI Institutional Asset Management Inc. and OFI Institutional Asset Management; Treasurer of OppenheimerFunds Legacy Program, Oppenheimer Real Asset Management, Inc. |
William Ferguson, |
None |
Emmanuel Ferreira, |
None |
Steven Fling, |
None |
David Foxhoven, |
Assistant Vice President of OppenheimerFunds Legacy Program; Vice President of HarbourView Asset Management Corporation. |
Arnella Forde, |
Formerly Managing Editor / Communications Consultant at Franklin Templeton Investments (September 2007 – March 2009). |
Colleen M. Franca, |
None |
Debbie Francis, |
Previously employed at OppenheimerFunds, Inc (August 2007 – August 2009). |
Dominic Freud, |
None |
Hazem Gamal, |
None |
Charles Gapay, |
None |
Anthony W. Gennaro, Jr., |
Formerly a sector manager for media, internet and telecom and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC (October 2006 – April 2009.) |
Timothy Gerlach, |
None |
Alan C. Gilston, |
None |
Jacqueline Girvin-Harkins, |
None |
William F. Glavin, Jr., Chairman, Chief Executive Officer, President and Director |
Formerly Executive Vice President and co-Chief Operating Officer of MassMutual Financial Group. |
Jill E. Glazerman, |
None |
Kevin Glenn, |
None |
Manind Govil, |
Formerly portfolio manager with RS Investment Management Co. LLC (October 2006 – May 2009). |
Raquel Granahan, |
Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc., and OppenheimerFunds Legacy Program. |
Robert B. Grill, |
None |
Marilyn Hall, |
None |
Cheryl Hampton, |
Formerly Vice President and Director of Mutual Fund and Hedge Fund Operations at Calamos Advisors LLC (March 2007 – September 2009). |
Kelly Haney, |
None |
Jason Harubin, |
None |
Steve Hauenstein, |
None |
Thomas B. Hayes, |
None |
Bradley Hebert, |
None |
Heidi Heikenfeld, |
None |
Annika Helgerson, |
None |
Kenneth Herold, |
None |
Daniel Herrmann, |
Vice President of OFI Private Investments Inc. |
Benjamin Hetrick, |
None |
Dennis Hess, |
None |
Joseph Higgins, |
Vice President of OFI Institutional Asset Management, Inc. |
Dorothy F. Hirshman, |
None |
Daniel Hoelscher, |
None |
Eivind Holte, |
None |
Craig Holloway, |
None |
Lucienne Howell, |
None |
Brian Hourihan, |
Assistant Secretary of Oppenheimer Real Asset Management, Inc., HarbourView Asset Management Corporation, OFI Institutional Asset Management, Inc. (since April 2006) and Trinity Investment Management Corporation. |
Edward Hrybenko, Senior Vice President |
Vice President of OppenheimerFunds Distributor, Inc. |
Jason Hubersberger, Vice President |
None |
Kevin Andrew Huddleston, Assistant Vice President |
None |
Scott T. Huebl, |
Assistant Vice President of OppenheimerFunds Legacy Program. |
Douglas Huffman, |
None |
Margaret Hui, Vice President |
None |
Dana Hunter, Assistant Vice President |
None |
John Huttlin, Vice President |
Senior Vice President (Director of the International Division) (since January 2004) of OFI Institutional Asset Management, Inc.; Director (since June 2003) of OppenheimerFunds International Distributor Limited. |
James G. Hyland, |
None |
Kelly Bridget Ireland, |
None |
Kathleen T. Ives, |
Vice President and Assistant Secretary of OppenheimerFunds Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary of Centennial Asset Management Corporation, OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. |
Frank V. Jennings, |
None |
Lisa Kadehjian, Assistant Vice President |
None |
Rezo Kanovich, Vice President |
None |
Amee Kantesaria, Vice President and Assistant Counsel |
None |
Thomas W. Keffer, |
Senior Vice President of OppenheimerFunds Distributor, Inc. |
Sean Keller, |
None |
James Kennedy, |
None |
Michael Keogh, |
Vice President of OppenheimerFunds Distributor, Inc. |
John Kiernan, |
None |
Audrey Kiszla, |
None |
Daniel Kohn, |
None |
Samuel Koren, |
Formerly Managing Director of the Litigation and Regulatory Group at Bear, Stearns; Attorney at Cleary Gottlieb Steen & Hamilton. |
Martin S. Korn, |
None |
Michael Kotlartz, |
None |
Brian Kramer, |
None |
Magnus Krantz, |
Formerly an Analyst at RS Investments (December 2005 – May 2009). |
Alexander Kurinets, |
None |
Gloria LaFond, |
None |
Lisa Lamentino, |
None |
Tracey Lange, |
Vice President of OppenheimerFunds Distributor, Inc. and OFI Private Investments Inc. |
Eric Larson, |
Formerly Senior Equity Trader at RS Investments (October 2006 – May 2009). |
Gayle Leavitt, |
None |
Christopher M. Leavy, |
Senior Vice President of OFI Private Investments Inc., OFI Institutional Asset Management, Inc., and Trinity Investment Management Corporation. |
Johnny C. Lee, |
Formerly Vice President at Morgan Stanley Investment Management, Inc. (August 2006 – February 2009). |
Young-Sup Lee, |
Formerly a Vice President at Morgan Stanley (July 2006- July 2008). |
Randy Legg, |
None |
Michael Leskinen, |
Formerly Senior Sector Analyst (December 2007 – February 2009). |
Michael S. Levine, |
None |
Brian Levitt, |
None |
Justin Leverenz, |
None |
William M. Levey, |
Formerly an attorney at Seward & Kissel LLP (September 2005 – April 2009). |
Gang Li, |
None |
Shanquan Li, |
None |
Julie A. Libby, |
Senior Vice President and Chief Operating Officer of OFI Private Investments Inc. |
Daniel Lifshey, |
None |
Mitchell J. Lindauer, |
None |
William Linden, |
None |
Malissa B. Lischin, |
Assistant Vice President of OppenheimerFunds Distributor, Inc. |
Justin Livengood, |
None |
Christina Loftus, |
None |
David P. Lolli, |
None |
Daniel G. Loughran, |
None |
Patricia Lovett, |
Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder Services, Inc. |
Misha Lozovik, |
None |
Dongyan Ma, |
None |
Aaron Magid, |
None |
Matthew Maley, |
None |
Daniel Martin, |
None |
Kenneth Martin, |
Formerly a Compliance Officer at Merrill Lynch & Co. (May 2007 – August 2009). |
Jerry Mandzij, |
None |
Dana Mangnuson, |
Formerly a Marketing Manager at OppenheimerFunds, Inc. |
William T. Mazzafro, |
None |
Melissa Mazer, |
None |
Trudi McCanna, |
None |
Neil McCarthy, |
None |
Elizabeth McCormack, |
Vice President and Assistant Secretary of HarbourView Asset Management Corporation. |
Joseph McDonnell, |
None |
Joseph McGovern, |
None |
William McNamara, |
None |
Mary McNamee, |
None |
Michael Medev, |
None |
Krishna Memani, |
Formerly Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006 through January 2009). |
Jay Mewhirter, |
None |
Andrew J. Mika, Senior Vice President |
None |
Jan Miller, Assistant Vice President |
None |
Scott Miller, Vice President |
None |
Rejeev Mohammed, Assistant Vice President |
None |
David Moore, Vice President |
Formerly Vice President at RNK Capital (June 2004 - September 2008). |
Sarah Morrison, |
None |
Jill Mulcahy, |
None |
Suzanne Murphy, |
Vice President of OFI Private Investments Inc. |
Thomas J. Murray, |
None |
Christina Nasta, |
Vice President of OppenheimerFunds Distributor, Inc. |
Paul Newman, |
None |
William Norman, |
None |
James B. O’Connell, |
None |
Matthew O’Donnell, |
None |
Lisa Ogren, |
Formerly Manager at OppenheimerFunds, Inc. |
Tony Oh, |
None |
John J. Okray, |
None |
Kristina Olson, |
None |
Lerae A. Palumbo, |
None |
Kim Pascalau, |
None |
Robert H. Pemble, |
None |
Lori L. Penna, |
None |
Brian Petersen, |
Assistant Treasurer of OppenheimerFunds Legacy Program. |
Marmeline Petion-Midy, |
None |
David Pfeffer, |
Treasurer of Oppenheimer Acquisition Corp.; Senior Vice President of HarbourView Asset Management Corporation since February 2004. |
James F. Phillips, |
None |
Gary Pilc, |
None |
Jeaneen Pisarra, |
None |
Christine Polak, |
None |
Sergei Polevikov, |
None |
Jeffrey Portnoy, |
None |
David Preuss, |
None |
Christopher Proctor, |
None |
Ellen Puckett, |
None |
Jodi Pullman, |
None |
Paul Quarles, |
None |
Michael E. Quinn, |
None |
Julie S. Radtke, |
None |
Benjamin Ram, |
Formerly a sector manager at RS Investment Management Co. LLC (October 2006 – May 2009) and Portfolio Manager Mid Cap Strategies. |
Norma J. Rapini, Rochester Division |
None |
Jill Reiter, |
None |
Jason Reuter, |
None |
Eric Rhodes, |
None |
Maria Ribeiro De Castro, |
None |
Grace Roberts, |
None |
David Robertson, |
Senior Vice President of OppenheimerFunds Distributor, Inc.; President and Director of Centennial Asset Management Corporation. |
Robert Robis, |
None |
Antoinette Rodriguez, |
None |
Lucille Rodriguez, |
None |
Stacey Roode, |
None |
Erica Rualo, |
None |
Adrienne Ruffle, |
Assistant Secretary of OppenheimerFunds Legacy Program. |
Kim Russomanno, |
None |
Gerald Rutledge, |
None |
Julie Anne Ryan, |
None |
Sean Ryan, |
Formerly an associate at Sidley Austin, LLP. |
Timothy Ryan, |
None |
Matthew Torpey, |
None |
Rohit Sah, |
None |
Gary Salerno, |
None |
Valerie Sanders, |
None |
Carlos Santiago |
Legal Disclosure and Paralegal Manager at OppenheimerFunds, Inc. (since May 2007). |
Kurt Savallo, |
Formerly Senior Business Analyst at OppenheimerFunds, Inc. |
Mary Beth Schellhorn, |
None |
Ellen P. Schoenfeld, |
None |
Kathleen Schmitz, |
Assistant Vice President of HarbourView Asset Management Corporation. |
Patrick Schneider, |
None |
Jeffrey Schwartz, |
Formerly Manager in Fund Operations at OppenheimerFunds, Inc. (Sept 2006 – May 2009). |
Scott A. Schwegel, |
None |
Allan P. Sedmak, |
None |
Matthew Severski, |
Formerly Lead IS Engineer at OppenheimerFunds, Inc. (August 2006 – May 2009). |
Jennifer L. Sexton, |
Senior Vice President of OFI Private Investments Inc. |
Asutosh Shah, |
None |
Kamal Shah, |
None |
Navin Sharma, |
None |
Tammy Sheffer, |
None |
William Sheppard, |
Formerly an Investment Analyst (October 2004 – March 2008). |
Mary Dugan Sheridan, |
None |
Nicholas Sherwood, |
None |
Joel Simon, |
Formerly Assistant Vice President at OppenheimerFunds, Inc. (1999-2009). |
David C. Sitgreaves, |
None |
Kevin Smith, |
None |
Jan Smith, |
Formerly Manager at OppenheimerFunds Inc. (May 2005 – June 2009). |
Scott Smith, |
None |
Paul Snogren, |
None |
Louis Sortino, |
None |
Astrid Yee-Sobraques, |
Formerly a manager at GE Corporate (September 2005 – September 2008). |
Keith J. Spencer, |
None |
Brett Stein, |
None |
Richard A. Stein, |
None |
Arthur P. Steinmetz, |
Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc. |
Jennifer Stevens, |
None |
Benjamin Stewart, |
None |
Peter Strzalkowski, |
Vice President of HarbourView Asset Management, Inc. |
Agata Strzelichowski, |
Formerly an associate at Goldman, Sachs & Co. (December 2005 – July 2008). |
Amy Sullivan, |
Formerly a Manager at OppenheimerFunds, Inc. (January 2006-March 2008). |
Michael Sussman, |
Vice President of OppenheimerFunds Distributor, Inc. |
Brian C. Szilagyi, |
None |
Kelly Thomas, |
None |
Vincent Toner, |
None |
Melinda Trujillo, |
None |
Leonid Tsvayg, |
None |
Keith Tucker, |
None |
Angela Uttaro, |
None |
Mark S. Vandehey, |
Vice President and Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc.; Chief Compliance Officer of HarbourView Asset Management Corporation, Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Trinity Investment Management Corporation, OppenheimerFunds Legacy Program, OFI Private Investments Inc. and OFI Trust Company and OFI Institutional Asset Management, Inc. |
Maureen Van Norstrand, |
None |
Nancy Vann, |
None |
Raman Vardharaj, |
Formerly a sector manager and a senior quantitative analyst at RS Investment Management Co. LLC (October 2006 - May 2009). |
Rene Vecka, Rochester Division |
None |
Elaine Villas-Obusan, |
None |
Ryan Virag, |
None |
Jake Vogelaar, |
None |
Phillip F. Vottiero, |
None |
Mark Wachter, |
None |
Lisa Walsh, |
None |
Darren Walsh, |
President and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. |
Eliot Walsh, |
None |
Richard Walsh, |
Vice President of OFI Private Investments. |
Thomas Waters, |
Vice President of OFI Institutional Asset Management, Inc. |
Margaret Weaver, |
None |
Jerry A. Webman, |
Senior Vice President of HarbourView Asset Management Corporation. |
Christopher D. Weiler, |
None |
Adam Weiner, |
None |
Christine Wells, |
None |
Joseph J. Welsh, |
Vice President of HarbourView Asset Management Corporation. |
Adam Wilde, |
None |
Troy Willis, Assistant Vice President, |
None |
Mitchell Williams, |
None |
Martha Willis, |
Formerly Executive Vice President of Investment Product Management at Fidelity Investments. |
Julie Wimer, |
None |
Donna M. Winn, Senior Vice President |
President, Chief Executive Officer & Director of OFI Private Investments Inc.; Director & President of OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor, Inc. |
Brian W. Wixted, Senior Vice President |
Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer Real Asset Management, Inc., Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments Inc., OFI Institutional Asset Management, Inc., OppenheimerFunds plc and OppenheimerFunds Legacy Program; Treasurer and Chief Financial Officer of OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp. |
Carol E. Wolf, |
Senior Vice President of HarbourView Asset Management Corporation and of Centennial Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc; serves on the Board of the Colorado Ballet. |
Meredith Wolff, |
Vice President of OppenheimerFunds Distributor, Inc. |
Oliver Wolff, |
None |
Caleb C. Wong, |
None |
Edward C. Yoensky, |
None |
Geoff Youell, |
None |
Lucy Zachman, |
None |
Robert G. Zack, Executive Vice President & General Counsel |
General Counsel of Centennial Asset Management Corporation; General Counsel and Director of OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel of HarbourView Asset Management Corporation and OFI Institutional Asset Management, Inc.; Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments Inc.; Executive Vice President, General Counsel and Director of OFI Trust Company; Director and Assistant Secretary of OppenheimerFunds International Limited; Vice President, Secretary and General Counsel of Oppenheimer Acquisition Corp.; Director and Assistant Secretary of OppenheimerFunds International Distributor Limited; Vice President of OppenheimerFunds Legacy Program; Vice President and Director of Oppenheimer Partnership Holdings Inc.; Director of OFI Institutional Asset Management, Ltd. |
Anna Zatulovskaya, |
None |
Sara Zervos, |
None |
Ronald Zibelli, Jr. |
Formerly Managing Director and Small Cap Growth Team Leader at Merrill Lynch. |
Matthew Ziehl, |
Formerly a portfolio manager with RS Investment Management Co. LLC (from October 2006 - May 2009) |
The Oppenheimer Funds include the following:
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Master Event-Linked Bond Fund, LLC
Oppenheimer Master Loan Fund, LLC
Oppenheimer Master International Value Fund, LLC
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
Active Allocation Fund
Equity Investor Fund
Conservative Investor Fund
Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal
Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer Principal
Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer Principal
Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Double Tax-Free Municipals
Oppenheimer Rochester General Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2025 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Transition 2040 Fund
Oppenheimer Transition 2050 Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
Oppenheimer Balanced Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Core Bond Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Fund/VA
Oppenheimer Main Street Small Cap Fund/VA
Oppenheimer MidCap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (3 series):
Growth Portfolio
Oppenheimer International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals
The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services, Inc., Centennial Asset Management Corporation, and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial, Colorado 80112-3924.
The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
The address of OppenheimerFunds International Ltd. is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.
The address of OFI Institutional Asset Management, Ltd., is One Silk Road, London, England EC27 8HQ.
The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.
The address of OppenheimerFunds International Distributor Limited is 13th Floor, Printing House, 6 Duddell Street, Central, Hong Kong.
Item 32. Principal Underwriter
(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the investment adviser, as described in Part A and Part B of this Registration Statement and listed in Item 31(b) above (except Panorama Series Fund, Inc.) and for MassMutual Institutional Funds.
(b) The directors and officers of the Registrant's principal underwriter are:
Name & Principal |
Position & Office |
Position and Office |
Timothy Abbhul(1) |
Vice President and Treasurer |
None |
Robert Agan(1) |
Vice President |
None |
Anthony Allocco(2) |
Assistant Vice President |
None |
Janette Aprilante(2) |
Secretary |
None |
James Barker |
Vice President |
None |
Kathleen Beichert(1) |
Senior Vice President |
None |
Rocco Benedetto(2) |
Vice President |
None |
Christopher Bergeron |
Vice President |
None |
Rick Bettridge 11504 Flowering Plum Lane Highland, UT 84003 |
Vice President |
None |
David A. Borrelli |
Vice President |
None |
Jeffrey R. Botwinick 4431 Twin Pines Drive |
Vice President |
None |
Sarah Bourgraf(1) |
Vice President |
None |
Bryan Bracchi 1124 Hampton Dr. |
Vice President |
None |
Joshua Broad(2) |
Vice President |
None |
Ken Broadsky(2) |
Vice President |
None |
Kevin E. Brosmith South Natlick, MA 01760 |
Senior Vice President |
None |
Jeffrey W. Bryan |
Vice President |
None |
Ross Burkstaller 211 Tulane Drive SE Albuquerque, NM 87106 |
Vice President |
None |
Robert Caruso |
Vice President |
None |
Donelle Chisolm(2) |
Assistant Vice President |
None |
Andrew Chronofsky |
Vice President |
None |
Angelanto Ciaglia(2) |
Vice President |
None |
Nicholas Cirbo(1) |
Vice President |
None |
Melissa Clayton(2) |
Assistant Vice President |
None |
Craig Colby(2) |
Vice President |
None |
Kent Colwell(1) |
Vice President |
None |
Rodney Constable(1) |
Vice President |
None |
Neev Crane |
Vice President |
None |
Michael Daley |
Vice President |
None |
Fredrick Davis 14431 SE 61st Street Bellevue, WA 98006 |
Vice President |
None |
John Davis(2) |
Vice President |
None |
Stephen J. Demetrovits(2) |
Vice President |
None |
Steven Dombrower |
Vice President |
None |
Robert Dunphy(2) |
Vice President |
None |
Beth Arthur Du Toit(1) |
Vice President |
None |
Paul Eck |
Vice President |
None |
Kent M. Elwell |
Vice President |
None |
Gregg A. Everett |
Vice President |
None |
George R. Fahey 9511 Silent Hills Lane |
Senior Vice President |
None |
Eric C. Fallon |
Vice President |
None |
Kristie Feinberg(2) |
Assistant Treasurer |
None |
James Fereday |
Vice President |
None |
Joseph Fernandez |
Vice President |
None |
Mark J. Ferro |
Senior Vice President |
None |
Eric P. Fishel |
Vice President |
None |
Patrick W. Flynn |
Senior Vice President |
None |
John (“J”) Fortuna(2) |
Vice President |
None |
Jayme D. Fowler |
Vice President |
None |
Diane Frankenfield(2) |
Senior Vice President |
None |
Jerry Fraustro(2) |
Vice President |
None |
William Friebel |
Vice President |
None |
Alyson Frost(2) |
Assistant Vice President |
None |
Greg Fulginite |
Vice President |
None |
William Gahagan(2) |
Vice President |
None |
Charlotte Gardner(1) |
Vice President |
None |
David Goldberg(2) |
Assistant Vice President |
None |
Michael Gottesman |
Vice President |
None |
Raquel Granahan(2) |
Senior Vice President |
None |
Robert Grill(2) |
Senior Vice President |
None |
Eric Grossjung |
Vice President |
None |
Michael D. Guman |
Vice President |
None |
James E. Gunter 603 Withers Circle |
Vice President |
None |
Kevin J. Healy(2) |
Vice President |
None |
Kenneth Henry(2) |
Vice President |
None |
Wendy G. Hetson(2) |
Vice President |
None |
Jennifer Hoelscher(1) |
Assistant Vice President |
None |
Edward Hrybenko(2) |
Senior Vice President |
None |
Amy Huber(1) |
Assistant Vice President |
None |
Brian F. Husch |
Vice President |
None |
Patrick Hyland(2) |
Assistant Vice President |
None |
Keith Hylind(2) |
Vice President |
None |
Kathleen T. Ives(1) |
Vice President & Assistant Secretary |
Assistant Secretary |
Shonda Rae Jaquez(2) |
Vice President |
None |
Brian Johnson(1) |
Vice President |
None |
Eric K. Johnson 8588 Colonial Drive |
Senior Vice President |
None |
Elyse Jurman |
Vice President |
None |
Thomas Keffer(2) |
Senior Vice President |
None |
Michael Keogh(2) |
Vice President |
None |
Brian Kiley(2) |
Vice President |
None |
Richard Klein Minneapolis, MN 55419 |
Senior Vice President |
None |
Brent A. Krantz 61500 Tam McArthur Loop |
Senior Vice President |
None |
Eric Kristenson(2) |
Vice President |
None |
David T. Kuzia 10258 S. Dowling Way Highlands Ranch, CO 80126 |
Vice President |
None |
Tracey Lange(2) |
Vice President |
None |
John Laudadio |
Vice President |
None |
Jesse Levitt(2) |
Vice President |
None |
Julie Libby(2) |
Senior Vice President |
None |
Eric J. Liberman 27 Tappan Ave., Unit West |
Vice President |
None |
Malissa Lischin(2) |
Assistant Vice President |
None |
Christina Loftus(2) |
Vice President |
None |
Thomas Loncar 1401 North Taft Street, Apt. 726 |
Vice President |
None |
Peter Maddox(2) |
Vice President |
None |
Michael Malik |
Vice President |
None |
Steven C. Manns 1627 N. Hermitage Avenue |
Vice President |
None |
Todd A. Marion 24 Midland Avenue |
Vice President |
None |
LuAnn Mascia(2) |
Vice President |
None |
Michael McDonald 11749 S Cormorant Circle Parker, CO 80134 |
Vice President |
None |
John C. McDonough New Canaan, CT 06840 |
President and Director |
None |
Kent C. McGowan Edmonds, WA 98020 |
Vice President |
None |
Brian F. Medina 3009 Irving Street Denver, CO 80211 |
Vice President |
None |
William Meerman |
Vice President |
None |
Mark Mezzanotte |
Vice President |
None |
Clint Modler(1) |
Vice President |
None |
Robert Moser 9650 East Aspen Hill Circle Lone Tree, CO 80124 |
Vice President |
None |
David W. Mountford 7820 Banyan Terrace |
Vice President |
None |
James Mugno(2) |
Vice President |
None |
Matthew Mulcahy(2) |
Vice President |
None |
Wendy Jean Murray |
Vice President |
None |
Janet Oleary(2) |
Vice President |
None |
John S. Napier 17 Hillcrest Ave. |
Senior Vice President |
None |
Christina Nasta(2) |
Vice President |
None |
Kevin P. Neznek(2) |
Vice President |
None |
Christopher Nicholson(2) |
Vice President |
None |
Chad Noel |
Vice President |
None |
Timothy O’Connell(2) |
Vice President |
None |
Alan Panzer |
Vice President |
None |
Maria Paster(2) |
Assistant Vice President |
None |
Donald Pawluk(2) |
Vice President |
None |
Brian C. Perkes Frisco, TX 75034 |
Vice President |
None |
Wayne Perry 3900 Fairfax Drive Apt 813 Arlington, VA 22203 |
Vice President |
None |
Charles K. Pettit(2) |
Vice President |
None |
Aaron Pisani(1) |
Vice President |
None |
Rachel Powers(1) |
Vice President |
None |
Nicole Pretzel(2) |
Vice President |
None |
Minnie Ra 100 Dolores Street, #203 Carmel, CA 93923 |
Vice President |
None |
Dustin Raring |
Vice President |
None |
Michael A. Raso 3 Vine Place |
Vice President |
None |
Richard E. Rath |
Vice President |
None |
Ramsey Rayan(2) |
Vice President |
None |
William J. Raynor(4) |
Vice President |
None |
Corry Read(2) |
Vice President |
None |
David R. Robertson(2) |
Senior Vice President |
None |
Ian M. Roche |
Vice President |
None |
Michael Rock |
Vice President |
None |
Stacy Roode(2) |
Vice President |
None |
Thomas Sabow |
Vice President |
None |
John Saunders |
Vice President |
None |
Thomas Schmitt 40 Rockcrest Rd Manhasset, NY 11030 |
Vice President |
None |
William Schories |
Vice President |
None |
Jennifer Sexton(2) |
Vice President |
None |
Eric Sharp Woodland, CA 95695 |
Vice President |
None |
Debbie A. Simon Chicago, IL 60611 |
Vice President |
None |
Bryant Smith |
Vice President |
None |
Christopher M. Spencer |
Vice President |
None |
John A. Spensley 375 Mallard Court |
Vice President |
None |
Michael Staples 4255 Jefferson St Apt 328 Kansas City, MO 64111 |
Vice President |
None |
Alfred St. John(2) |
Vice President |
None |
Bryan Stein |
Vice President |
None |
Wayne Strauss(3) |
Assistant Vice President |
None |
Brian C. Summe Crestview Hills, KY 41017 |
Vice President |
None |
Kenneth Sussi(2) |
Vice President |
None |
Michael Sussman(2) |
Vice President |
None |
George T. Sweeney Hummelstown, PA 17036 |
Senior Vice President |
None |
James Taylor(2) |
Assistant Vice President |
None |
Paul Temple(2) |
Vice President |
None |
Troy Testa |
Vice President |
None |
David G. Thomas Leesburg, VA 20176 |
Vice President |
None |
Mark S. Vandehey(1) |
Vice President and Chief Compliance Officer |
Vice President and Chief Compliance Officer |
Vincent Vermette(2) |
Vice President |
None |
Teresa Ward(1) |
Vice President |
None |
Janeanne Weickum(1) |
Vice President |
None |
Michael J. Weigner Tampa, FL 33629 |
Vice President |
None |
Donn Weise Los Angeles, CA 90064 |
Vice President |
None |
Chris G. Werner 98 Crown Point Place Castle Rock, CO 80108 |
Vice President |
None |
Ryan Wilde(1) |
Vice President |
None |
Martha Willis(2) |
Chief Marketing Officer |
None |
Julie Wimer(2) |
Assistant Vice President |
None |
Donna Winn(2) |
Senior Vice President |
None |
Peter Winters |
Vice President |
None |
Patrick Wisneski(1) |
Vice President |
None |
Meredith Wolff(2) |
Vice President |
None |
Michelle Wood(2) |
Vice President |
None |
Cary Patrick Wozniak |
Vice President |
None |
John Charles Young |
Vice President |
None |
Jill Zachman(2) |
Vice President |
None |
Robert G. Zack(2) |
General Counsel & Director |
Secretary |
Steven Zito(1) |
Vice President |
None |
(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210
(c) Not applicable.
Item 33. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 25th day of February, 2010.
OPPENHEIMER EQUITY INCOME FUND, INC.
By: William F. Glavin, Jr.*
William F. Glavin, Jr., President,
Principal Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:
Signatures Title Date
Brian F. Wruble* Chairman of the February 25, 2010
Brian F. Wruble Board of Directors
William F. Glavin, Jr.* President, Principal February 25, 2010
William F. Glavin, Jr. Executive Officer Director
Brian W. Wixted* Treasurer, Principal February 25, 2010
Brian W. Wixted Financial & Accounting Officer
David K. Downes* Director February 25, 2010
David K. Downes
Matthew P. Fink* Director February 25, 2010
Matthew P.Fink
Phillip A. Griffiths* Director February 25, 2010
Phillip A. Griffiths
Mary F. Miller* Director February 25, 2010
Mary F. Miller
Joel W. Motley* Director February 25, 2010
Joel W. Motley
Mary Ann Tynan, * Director February 25, 2010
Mary Ann Tynan
Joseph M. Wikler* Director February 25, 2010
Joseph M. Wikler
Peter I. Wold* Director February 25, 2010
Peter I. Wold
*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact
Oppenheimer Equity Income Fund, Inc.
Post-Effective Amendment No. 20
Registration Statement No. 333-16881
EXHIBIT INDEX
Exhibit No. Description
28(j) Consent of Independent Registered Public Accounting Firm
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Oppenheimer Equity Income Fund, Inc.:
We consent to the use in this Registration Statement of Oppenheimer Equity Income Fund, Inc., of our report dated December 16, 2009, relating to the financial statements and financial highlights of Oppenheimer Equity Income Fund, Inc., appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to our firm under the headings “Financial Highlights” appearing in the Prospectus, which is also part of such Registration Statement and “Independent Registered Public Accounting Firm” appearing in the Statement of Additional Information.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 23, 2010
OppenheimerFunds,
Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
February 25, 2010
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer
Equity Income Fund, Inc.
Post-Effective Amendment No. 20 under the Securities Act
and Amendment No. 31 under the Investment Company Act
File Nos. 333-16881; 811-04797
To the Securities and Exchange
Commission:
An electronic (EDGAR) filing is transmitted herewith pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended (the "Investment Company Act"), on behalf of Oppenheimer Equity Income Fund, Inc. (the Fund). This filing constitutes Post-Effective Amendment No. 20 under the Securities Act and Amendment No. 31 under the Investment Company Act (the Amendment) to the Fund's Registration Statement on Form N-1A (the Registration Statement).
This filing is being made to include the (i) audited financial statements of the Fund for the fiscal year ended October 31, 2009, together with a copy of a signed Independent Registered Public Accounting Firm's consent, and (ii) non-material changes permitted by Rule 485(b) under the Securities Act. The Amendment has been tagged to indicate changes from Post-Effective Amendment No. 19 to the Registration Statement, which was filed with the Commission on February 27, 2009.
On December 18, 2009, the Fund filed an amendment under Rule 485(a) for the purpose of complying with Release 33-8998 and related amendments to Form N-1A. Today's filing incorporates all comments received thus far from Securities and Exchange Commission ("Commission") staff on recent Oppenheimer funds N-1A filings, including Oppenheimer Gold & Special Minerals Fund (File No. 811-03694), and our responses thereto as described in the response letter filed with the Commission on October 16, 2009 and telephone conference calls with Commission staff on November 19 and December 14, 2009, concerning Oppenheimer funds' compliance with the new rules.
Pursuant to Rule 485(b)(4) under the Securities Act, the undersigned counsel, who prepared or reviewed the Amendment, hereby represents to the Commission that, to our knowledge, the Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of Rule 485. This filing is intended to become effective under Rule 485(b) on February 26, 2010, as indicated on the facing page.
The Securities and Exchange Commission Staff is requested to address any comments or questions you may have on this filing to:
Nancy S. Vann, Esq.
Vice President & Associate Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
212-323-5089
nvann@oppenheimerfunds.com
Sincerely,
/s/ Mitchell J. Lindauer
Mitchell J. Lindauer
Vice President & Assistant General Counsel
cc: Kate Ives
Nancy Vann
Taylor V. Edwards
Amee Kantesaria
Carlos Santiago
Cassandra L. Miller
Gloria LaFond