Registration No. 333-44545
File No. 811-08613
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. 4 / X /
POST-EFFECTIVE AMENDMENT NO. ___ / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / /
AMENDMENT NO. 4 / X /
OPPENHEIMER LARGE CAP GROWTH FUND
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(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
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(Address of Principal Executive Offices)
212-323-0200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
Approximate Date of Proposed Offering: As soon as practicable after the
effective date of this Registration Statement and thereafter from day to day.
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b)
/ / On __________________, pursuant to paragraph (b)
/ / 60 days after filing, pursuant to paragraph (a)(1)
/X/ On December , 1998, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / On _______, pursuant to paragraph (a)(2)
of Rule 485.
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The Registrant hereby amends the Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(a), shall determine.
<PAGE>
FORM N-1A
OPPENHEIMER LARGE CAP GROWTH FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Expenses; A Brief Overview of the Fund
3 *
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A *
6 How the Fund is Managed - Organization and History; Dividends,
Capital Gains and Taxes; The Transfer Agent
7 How to Buy Shares; How to Exchange Shares; Special Investor
Services; Service Plan for Class A Shares; Distribution and
Service Plan for Class B Shares; Distribution and Service Plan
for Class C Shares; How to Sell Shares; Shareholder Account
Rules and Policies
8 Special Investor Services; How to Sell Shares; How to Exchange
Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment Techniques
and Strategies; Additional Investment Restrictions
14 How the Fund is Managed; Trustees and Officers of the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information About the Funds
17 Brokerage Policies of the Fund
18 Additional Information about the Fund
19 Your Investment Account; How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information About the Fund
- The Distributor; Distribution and Service Plans
22 *
23 Financial Statements
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*Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Large Cap Growth Fund
Prospectus dated ______, 1998
Oppenheimer Large Cap Growth Fund is a mutual fund that seeks capital
appreciation as its investment objective. Current income is not an
objective. The Fund seeks its objective by investing predominantly in common
stocks of companies the Manager has selected from among those included in the
Russell 10007 Growth Index. The Manager uses a multi-factor quantitative
model to look for companies that, in its opinion, have above-average earnings
prospects but are selling at below-normal valuations.
The Fund's common stock investments will emphasize stocks of large
capitalization issuers. As a large cap growth fund, the Fund's common stock
holdings will have a dollar-weighted median market capitalization in excess
of $5 billion.
The Fund will generally invest 5% or less of its total assets in cash,
cash equivalents (such as commercial paper) or U.S. Government securities.
The Fund may borrow money from banks to buy securities, which is a
speculative investment method known as "leverage."
Please refer to "Investment Objective and Policies" for more
information about the types of securities the Fund invests in and refer to
"Investment Risks" for a discussion of the risks of investing in the Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it for
future reference. You can find more detailed information about the Fund in
the ________, 1998, Statement of Additional Information. For a free copy,
call OppenheimerFunds Services, the Fund's Transfer Agent, at 1-800-525-7048,
or write to the Transfer Agent at the address on the back cover. The
Statement of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by reference
(which means that it is legally part of this Prospectus).
(OppenheimerFunds logo)
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other agency,
and involve investment risks, including the possible loss of the principal
amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
Investment Risks
Investment Techniques and Strategies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Appendix A: Special Sales Charge Arrangements for
Fund Shareholders who were Shareholders of
the Former Quest for Value Funds
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services, and those
expenses are subtracted from the Fund's assets to calculate the Fund's net
asset value per share. All shareholders therefore pay those expenses
indirectly. Shareholders pay other expenses directly, such as sales charges
and account charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and your share of the Fund's
business operating expenses that you will expect to bear indirectly.
|X| Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" starting on
page __ for an explanation of how and when these charges apply.
Class A Class B Class C Class Y
Shares Shares Shares Shares
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Maximum Sales 5.75% None None None
Charge on
Purchases (as a %
of offering price)
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Maximum Deferred None(1) 5% in the first 1% if None
Sales Charge year, declining shares are
(as a % of the to 1% in the redeemed
lower of the sixth year and within 12
original offering eliminated months of
price or redemption thereafter(2) purchase(2)
proceeds)
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Maximum Sales None None None None
Charge on
Reinvested
Dividends
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Exchange Fee None None None None
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Redemption Fee None None None None
(1)If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred Sales Charge"
on page __) in Class A shares, you may have to pay a sales charge of up to 1%
if you sell your shares within 18 calendar months from the end of the
calendar month during which you purchased those shares. See "How to Buy
Shares - Buying Class A Shares," below.
(2)See "How to Buy Shares- Buying Class B Shares" and "How to Buy Shares -
Buying Class C Shares," below for more information on the contingent deferred
sales charge.
|X| Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example, the
Fund pays management fees to its investment adviser, OppenheimerFunds, Inc.
(which is referred to in this Prospectus as the "Manager"). The rates of the
Manager's fees are set forth in "How the Fund is Managed," below. The Fund
has other regular expenses for services, such as transfer agent fees,
custodial fees paid to the bank that holds its portfolio securities, audit
fees and legal expenses.
Annual Fund Operating Expenses (as a Percentage of Average Net Assets)
Class A Class B Class C Class Y
Shares Shares Shares Shares
Management Fees 0.75% 0.75% 0.75% 0.75%
12b-1 Plan Fees 0.25% 1.00% 1.00% None
Other Expenses 0.52% 0.52% 0.52% 0.42%
Total Fund Operating Expenses 1.52% 2.27% 2.27% 1.17%
The "12b-1 Plan Fees" for Class A shares are service fees (the maximum
fee is 0.25% of average annual net assets of that class). For Class B and
Class C shares, the 12b-1 Plan Fees are the service fees ( 0.25% of average
annual net assets of that class) and the asset-based sales charge of 0.75%.
These Plans are described in greater detail in "How to Buy Shares." Because
the Fund is a new fund and has no operating history, the rates for the
management fees and the 12b-1 Plan fees are the maximum rates that can be
charged. "Other Expenses" in the table above are estimates based on the
Manager's projections of those expenses in the Fund's first fiscal year
(which ends August 31, 1998).
|X| Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown below.
Assume that you make a $1,000 investment in each class of shares of the Fund,
that the Fund's annual return is 5%, and that its operating expenses for each
class are the ones shown in the Annual Fund Operating Expenses table above.
If you were to redeem your shares at the end of each period shown below, your
investment would incur the following expenses by the end of 1 year and 3
years:
1 year 3 years
Class A Shares $72 $103
Class B Shares $73 $101
Class C Shares $33 $71
Class Y Shares $12 $37
If you did not redeem your investment, it would incur the following
expenses:
1 year 3 years
Class A Shares $72 $103
Class B Shares $23 $71
Class C Shares $23 $71
Class Y Shares $12 $37
In the first example, expenses include the Class A initial sales charge and
the applicable Class B or Class C contingent deferred sales charge. In the
second example, Class A expenses include the initial sales charge, but Class
B and Class C expenses do not include contingent deferred sales charges.
Because of the effect of the asset-based sales charge and the contingent
deferred sales charge imposed on Class B and Class C shares, long-term
holders of Class B and Class C shares could pay more than the economic
equivalent of the maximum front-end sales charge allowed under applicable
regulations. For Class B shareholders, the automatic conversion of Class B
shares to Class A shares is designed to minimize the likelihood that this
will occur. Please refer to "How to Buy Shares - Buying Class B Shares" for
more information.
These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment returns
of the Fund, all of which may be more or less than those shown.
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete information
can be found. You should carefully read the entire Prospectus before making
a decision about investing in the Fund. Keep the Prospectus for reference
after you invest, particularly for information about your account, such as
how to sell or exchange shares.
|X| What Is The Fund's Investment Objective? The Fund's investment
objective is to seek capital appreciation.
|X| What Does the Fund Invest In? The Fund seeks its objective by
investing predominantly in common stocks of companies the Manager has
selected from among those included in the Russell 10007 Growth Index. The
Manager uses a multi-factor quantitative model to look for companies within
the Russell 1000(R) Growth Index that, in its opinion, have above-average
earnings prospects but are selling at below-normal valuations. As a large cap
growth fund, the Fund's common stock holdings will have a dollar weighted
median market capitalization in excess of $5 billion. The Fund will generally
invest 5% or less of its total assets in cash, cash equivalents (such as
commercial paper) or U.S. Government securities. These investments are more
fully explained in "Investment Objective and Policies" starting on page __.
|X| Who Manages the Fund? The Fund's investment adviser (the
"Manager") is OppenheimerFunds, Inc., which (including a subsidiary) manages
investment company portfolios having over $85 billion in assets at October
31, 1998. The Manager is paid an advisory fee by the Fund, based on its net
assets. The Fund has a portfolio manager, Robert C. Doll, Jr., who is
employed by the Manager and is primarily responsible for the selection of the
Fund's securities. The Fund's Board of Trustees, elected by shareholders,
oversees the investment adviser and the portfolio manager. Please refer to
"How the Fund is Managed," starting on page __ for more information about the
Manager and its fees.
|X| How Risky Is the Fund? All investments carry risks to some
degree. It is important to remember that the Fund is designed for long-term
investors. The Fund's investments in stocks are subject to changes in their
value from a number of factors such as changes in general stock market
movements. A change in value of particular stocks may result from an event
affecting the issuer, or changes in interest rates that can affect stock
prices. Any investments the Fund might make in foreign securities (which
shall not exceed 10% of the Fund's total assets) are subject to additional
risks associated with investing abroad, such as the effect of currency rate
changes on stock values. In the Oppenheimer funds spectrum, the Fund is
generally considered more aggressive than the money market or growth and
income funds because it invests for capital appreciation in common stocks.
While the Manager tries to reduce risks by diversifying investments, by
carefully researching securities before they are purchased for the portfolio,
and in limited instances by using hedging techniques, there is no guarantee
of success in achieving the Fund's objectives and your shares may be worth
more or less than their original cost when you redeem them. Please refer to
"Investment Risks" starting on page __ for a more complete discussion of the
Fund's investment risks.
|X| How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic Investment
Plan under AccountLink. Please refer to "How to Buy Shares" on page __ for
more details. The procedures for purchasing, redeeming, exchanging or
transferring Class A, Class B and Class C shares (other than the time orders
must be received by the Distributor or Transfer Agent in Denver), and the
special account features available to purchasers of those other classes
described elsewhere in this Prospectus do not apply to Class Y shares. See
"Buying Class Y Shares" on page __ of this Prospectus.
|X| Will I Pay a Sales Charge to Buy Shares? The Fund has four classes
of shares. Each class of shares has the same investment portfolio but
different expenses. Class A shares are offered with a front-end sales
charge, starting at 5.75% and reduced for larger purchases. Class B shares
are offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge starting at 5% and declining as shares are
held longer if redeemed within 6 years of purchase. Class C shares are
offered without a front-end sales charge, but may be subject to a contingent
deferred sales charge of 1% if redeemed within 12 months of purchase. There
is also an annual asset-based sales charge on Class B shares and Class C
shares. Class Y shares are offered at net asset value without sales charge
only to certain institutional investors. Please review "How to Buy Shares"
starting on page __ for more details, including a discussion about factors
you and your financial advisor should consider in determining which class may
be appropriate for you.
|X| How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How to Sell Shares" on page __. The Fund also
offers exchange privileges to other Oppenheimer funds, described in "How to
Exchange Shares" on page __.
Investment Objective and Policies
Objective. As a matter of fundamental policy, the Fund's investment
objective is to seek capital appreciation. The Fund does not invest to seek
current income to pay shareholders.
Investment Policies and Strategies. The Fund seeks its investment
objective by investing at least 80% of its total assets in common stocks of
companies the Manager has selected from among those included in the Russell
10007 Growth Index, an index of the 1000 largest U.S. companies with
relatively higher forecasted growth values. The Manager uses a multi-factor
quantitative model to look for companies within the Russell 1000(R) Growth
Index that, in its opinion, have above-average earnings prospects but are
selling at below-normal valuations. As a large cap growth fund, the Fund's
common stock holdings will have a dollar-weighted median market
capitalization in excess of $5 billion. The Fund will generally invest 5% or
less of its total assets in cash, cash equivalents (including commercial
paper) or U.S. Government securities.
The Fund seeks to outperform its benchmark, the Russell 1000(R)
Growth Index. In selecting securities from its benchmark universe for the
Fund's portfolio, the Manager's security selection process uses three filters
in its quantitative model as initial screens: earnings momentum, earnings
surprise, and below-normal valuation. The Manager looks for strong relative
earnings growth, preferring internal growth and unit growth to growth
resulting from the company's pricing structure. A company's stock price
relative to its earnings and book value is also examined, with companies
judged by the Manager to be overvalued not considered further. After the
initial screening is done, the Manager relies on fundamental analysis, using
both internal and external research, to optimize its quantitative model to
choose companies the Manager believes have strong, sustainable earnings
growth with current momentum at attractive price valuations.
|X| Short-Term Debt Securities. The Fund can hold cash, cash
equivalents, or U.S. Government securities, and anticipates that it will
generally invest 10% or less of its total assets in such securities. The
Fund may invest in high quality, short-term money market instruments such as
U.S. Treasury and agency obligations; commercial paper (short-term,
unsecured, negotiable promissory notes of a domestic or foreign company);
short-term debt obligations of corporate issuers; and certificates of deposit
and bankers' acceptances (time drafts drawn on commercial banks usually in
connection with international transactions) of domestic or foreign banks and
savings and loan associations. The issuers of foreign money market
instruments purchased by the Fund must have at least U.S. $1 billion of
assets.
|X| Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, described above, as well as investment policies
it follows to try to achieve its objective. Additionally, the Fund uses
certain investment techniques and strategies in carrying out those policies.
The Fund's investment policies and practices are not "fundamental" unless
this Prospectus or the Statement of Additional Information says that a
particular policy is "fundamental." The Fund's investment objective is a
fundamental policy.
Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information). The Fund's Board of Trustees may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus.
|X| Portfolio Turnover. A change in the securities held by the Fund is
known as "portfolio turnover". The Fund may engage in short-term trading to
try to achieve its objective. As a result, the Fund's annual portfolio
turnover rate may be expected to exceed 100% in any given year. High
turnover and short-term trading may cause the Fund to have relatively larger
commission expenses and transaction costs than funds that do not engage in
short-term trading, and result in the Fund's realization of capital gains or
losses for tax purposes.
Investment Risks
All investments carry risks to some degree, whether they are risks that
market prices of the investment will fluctuate (this is known as "market
risk") or that the underlying issuer will experience financial difficulties
and may default on its obligations under a fixed-income investment to pay
interest and repay principal (this is referred to as "credit risk"). These
general investment risks, and the special risks of certain types of
investments that the Fund may hold are described below. They affect the
value of the Fund's investments, its investment performance, and the prices
of its shares. These risks collectively form the risk profile of the Fund.
Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, the Fund is designed for investors who
are investing for the long term. It is not intended for investors seeking
assured income or preservation of capital. While the Manager tries to reduce
risks by diversifying investments, by carefully researching securities before
they are purchased, and in limited instances by using hedging techniques,
changes in overall market prices can occur at any time, and because the
income earned on securities is subject to change, 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.
|X| Stock Investment Risks. Because the Fund invests a substantial
portion of its assets in stocks, the value of the Fund's portfolio will be
affected by changes in the stock markets. At times, the stock markets can be
volatile, and stock prices can change substantially. This market risk will
affect the Fund's net asset values per share, which will fluctuate as the
values of the Fund's portfolio securities change. Not all stock prices
change uniformly or at the same time, not all stock markets move in the same
direction at the same time and other factors can affect a particular stock's
prices (for example poor earnings reports by an issuer, loss of major
customers, major litigation against an issuer and changes in government
regulations affecting an industry). Not all of these factors can be
predicted. The Fund attempts to limit market risks by diversifying its
investments, that is, by not holding a substantial amount of the stock of any
one company, and by not investing too great a percentage of the Fund's assets
in any one company.
|X| Interest Rate Risks. Debt securities are subject to changes in
their values due to changes in prevailing interest rates. When prevailing
interest rates fall, the value of already-issued debt securities generally
rise. When interest rates rise, the values of already-issued debt securities
generally decline. The magnitude of these fluctuations will often be greater
for longer-term debt securities than shorter-term debt securities. Changes in
the value of securities held by the Fund mean that the Fund's share prices
can go up or down when interest rates change because of the effect of the
change on the value of the Fund's portfolio of debt securities.
|X| Foreign Securities. The Fund may invest up to 10% of its total
assets in securities issued or guaranteed by foreign companies or foreign
governments or their agencies, including securities of foreign issuers that
are represented by American depository receipts ("ADRs"). ADRs are U.S.
dollar-denominated receipts trading in U.S. markets that represent shares of
foreign issuers. The Fund anticipates that it would generally limit its
foreign securities investments to ADRs of issuers in developed countries.
Risks of foreign securities include exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays
in settlement of transactions, changes in governmental economic or monetary
policy in the U.S. or abroad, or other political and economic factors.
|X| Borrowing for Leverage. The Fund may borrow money from banks to buy
securities. The Fund will borrow only if it can do so without putting up
assets as security for a loan. This is a speculative investment method known
as "leverage." This investing technique may subject the Fund to greater
risks and costs than funds that do not borrow for leverage. These risks may
include the possibility that the Fund's net asset value per share will
fluctuate more than funds that don't borrow for leverage. As a matter of
fundamental policy, borrowing for leverage is subject to limits under the
Investment Company Act, described in more detail in "Borrowing for Leverage"
in the Statement of Additional Information. Under the Investment Company
Act, the Fund can borrow only if it maintains a 300% ratio of net assets to
borrowing at all times.
|X| Hedging Instruments. In limited instances, the Fund may use futures
and options for hedging purposes. If the Manager uses a hedging instrument at
the wrong time or judges market conditions incorrectly, hedging strategies
may reduce the Fund's return.
|X| Year 2000 Risks. Because many computer software systems in use
today cannot distinguish the year 2000 from the year 1900, the markets for
securities in which the Fund invests could be detrimentally affected by
computer failures beginning January 1, 2000. Failures of computer systems
used for securities trading could result in settlement and liquidity problems
for the Fund and other investors. Data processing errors by corporate and
government issuers of securities could result in production problems and
economic uncertainties, and those issuers may incur substantial costs in
attempting to prevent or fix such errors, all of which could have a negative
effect on the Fund=s investment and returns.
Investment Techniques and Strategies
The Fund may also use the investment techniques and strategies described
below, which involve certain risks. The Statement of Additional Information
contains more information about these practices, including limitations on
their use that are designed to reduce some of the risks.
|X| Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable price.
A restricted security is one that has a contractual restriction on its resale
or which cannot be sold publicly until it is registered under the Securities
Act of 1933. The Fund currently intends not to invest more than 10% of its
net assets in illiquid or restricted securities (the Board may increase that
limit to 15%). The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.
The 10% restriction does not limit purchases of restricted securities
that are eligible for sale to qualified institutional purchasers pursuant to
Rule 144A under the Securities Act of 1933, provided that those securities
have been determined to be liquid by the Manager under Board-approved
guidelines. Those guidelines take into account the trading activity for such
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 (for example, if qualified institutional buyers become, for a time,
uninterested in purchasing the security), the Fund's holding of that security
may be deemed to be illiquid and the level of Fund illiquidity could increase.
|X| Loans of Portfolio Securities. To raise cash for liquidity
purposes, the Fund may lend its portfolio securities to brokers, dealers and
other types of financial institutions approved by the Board of Trustees. The
Fund must receive collateral for a loan. After any loan, the value of the
securities loaned must not exceed 25% of the value of the Fund's total
assets. There are some risks in connection with securities lending. The Fund
might experience a delay in receiving additional collateral to secure a loan,
or a delay in recovery of the loaned securities if the borrower defaults. The
Fund presently does not intend to make loans of portfolio securities that
will exceed 5% of the value of the Fund's total assets in the coming year.
|X| Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements are used primarily for cash purposes. There is no
limit on the amount of the Fund's net assets that may be subject to
repurchase agreements of seven days or less. Repurchase agreements must be
fully collateralized. However, if the vendor fails to pay the resale price on
the delivery date, the Fund may incur costs in disposing of the collateral
and may experience losses if there is any delay in its ability to do so. The
Fund will not enter into a repurchase agreement that causes more than 10% of
its net assets to be subject to repurchase agreements having a maturity
beyond seven days (the Board may increase that limit to 15%).
|X| Hedging. The Fund may purchase and sell certain kinds of put and
call options, futures contracts, and forward contracts. These are all
referred to as "hedging instruments." The Fund does not use hedging
instruments for speculative purposes, does not engage extensively in hedging,
and has limits on the use of hedging instruments, described below.
Some of these strategies, such as selling futures, buying puts and
writing covered calls, hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, tend to increase the Fund's exposure to the securities market.
Forward contracts are used to try to manage foreign currency risks on the
Fund's foreign investments. Foreign currency options are used to try to
protect against declines in the dollar value of foreign securities the Fund
owns, or to protect against an increase in the dollar cost of buying foreign
securities. Writing covered call options may also provide income to the Fund
to distribute to shareholders, for liquidity purposes or for defensive
reasons. See "Other Investment Techniques and Strategies" in the Statement of
Additional Information for further details.
|_| Futures. The Fund may buy and sell futures contracts that relate
to (1) stock indices (these are referred to as Stock Index Futures), (2)
interest rates (Interest Rate Futures), and (3) other securities indexes
(Financial Futures). All of these Futures are described in the Statement of
Additional Information.
|_| Put and Call Options. The Fund may buy and sell exchange-traded
and over-the-counter put and call options, including index options,
securities options, currency options, and options on the other types of
futures described in "Futures," above. A call or put may be purchased 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. If the Fund sells (that
is, writes) a call option, it must be "covered." That means the Fund must
own the security subject to the call while the call is outstanding, or, for
other types of written calls, the Fund must segregate liquid assets to enable
it to satisfy its obligations if the call is exercised. Up to 25% of the
Fund's total assets may be subject to calls. The Fund may buy puts whether or
not it holds the underlying investment in the portfolio. If the Fund writes
a put, the put must be covered by segregated liquid assets. The Fund will
not write puts if more than 25% of the Fund's net assets would have to be
segregated to cover put options.
|_| Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future delivery
at a fixed price. The Fund uses them to try 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 values of the U.S. dollar and foreign currency. The Fund limits its
net exposure under forward contracts in a particular foreign currency to the
amount of its assets denominated in that currency or denominated in a
closely-correlated currency.
Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the Fund
cannot do any of the following:
|_| The Fund cannot, as to 75% of its total assets, invest in the
securities of any one issuer (other than the U.S. Government or its agencies
or instrumentalities) if immediately thereafter (a) more than 5% of the
Fund's total assets would be invested in securities of that issuer, or (b)
the Fund would then own more than 10% of that issuer's voting securities.
|_| The Fund cannot concentrate investments in any particular industry;
therefore the Fund will not purchase the securities of companies in any one
industry if, thereafter, 25% or more of the value of the Fund's assets would
consist of securities of companies in that industry.
Unless the Prospectus states that a percentage restriction applies
continuously, it applies only at the time the Fund makes an investment, and
the Fund need not sell securities to meet the percentage limits if the value
of the investment increases in proportion to the size of the Fund. Other
investment restrictions are listed in "Investment Restrictions" in the
Statement of Additional Information.
How the Fund is Managed
Organization and History. The Fund was organized in 1998 as a Massachusetts
business trust. The Fund is an open-end management investment company.
The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and the officers of the Fund and provides more
information about them. Although the Fund will not normally hold annual
meetings of its shareholders, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a meeting
to remove a Trustee or to take other action described in the Fund's
Declaration of Trust.
The Board of Trustees has the power, without shareholder approval, to
divide unissued shares of the Fund into two or more classes. The Board has
done so, and the Fund currently has four classes of shares, Class A, Class B,
Class C and Class Y. All classes invest in the same investment portfolio.
Only certain institutional investors may elect to purchase Class Y shares.
Each class has its own dividends and distributions and pays certain expenses
which may be different from the other classes. Each class may have a
different net asset value. Therefore, each share has one vote at shareholder
meetings, with fractional shares voting proportionally in matters submitted
to the vote of shareholders. Shares of each class may have separate voting
rights on matters in which interests of one class are different from
interests of another class, and shares of a particular class vote as a class
on matters that affect that class alone. Shares are freely transferrable.
The Manager and Its Affiliates. The Fund is managed by the Manager,
OppenheimerFunds, Inc., which is responsible for selecting the Fund's
investments and handles its day-to-day business. The Manager carries out its
duties, subject to the policies established by the Board of Trustees, under
an Investment Advisory Agreement which states the Manager's
responsibilities. The Agreement sets forth the fees paid by the Fund to the
Manager, and describes the expenses that the Fund is responsible for paying
to conduct its business.
The Manager has operated as an investment adviser since 1959. The
Manager (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $75 billion as of
December 31, 1997, and with more than 3.5 million shareholder accounts. The
Manager is owned by Oppenheimer Acquisition Corp., a holding company that is
owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.
The management services provided to the Fund by the Manager, and the
services provided by the Distributor and the Transfer Agent to shareholders,
depend on the smooth functioning of their computer systems. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. That failure could
have a negative impact on handling securities trades, pricing and account
services. The Manager, the Distributor and Transfer Agent have been actively
working on necessary changes to their computer systems to deal with the year
2000 and expect that their systems will be adapted in time for that event,
although there cannot be assurance of success. Additionally, because the
services they provide depend on the interaction of their computer systems
with the computer systems of brokers, information services and other parties,
any failure on the part of the computer systems of those third parties to
deal with the year 2000 may also have a negative effect on the services
provided to the Fund.
|X| Portfolio Manager. The Portfolio Manager of the Fund is Robert C.
Doll, Jr. Mr. Doll is an Executive Vice President and Director of Equity
Investments of the Manager and has been the person principally responsible
for the day-to-day management of Oppenheimer Growth Fund since September,
1987.
|X| Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager a monthly fee at the following annual rates, which
decline on additional assets as the Fund grows: 0.75% of the first $200
million of average annual net assets; 0.72% of the next $200 million; 0.69%
of the next $200 million; 0.66% of the next $200 million; 0.60% of the next
$700 million; 0.58% of the next $1.0 billion; and 0.56% of average annual net
assets in excess of $2.5 billion.
The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs. Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders. However, those expenses reduce the net asset value
of shares, and therefore are indirectly borne by shareholders through their
investment. More information about the Investment Advisory Agreement and the
other expenses paid by the Fund is contained in the Statement of Additional
Information.
There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of Additional
Information. That section discusses how brokers and dealers are selected for
the Fund's portfolio transactions. When deciding which brokers to use, the
Manager is permitted by the Investment Advisory Agreement to consider whether
brokers have sold shares of the Fund or any other funds for which the Manager
serves as investment adviser.
|X| 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 the shares of the
other "Oppenheimer funds" managed by the Manager and is sub-distributor for
funds managed by a subsidiary of the Manager.
|X| The Transfer Agent. The Fund's Transfer Agent is OppenheimerFunds
Services, a division of the Manager, which acts as the shareholder servicing
agent for the Fund on an "at-cost" basis. It also acts as the shareholder
servicing agent for other Oppenheimer funds. Shareholders should direct
inquiries about their account to the Transfer Agent at the address and
toll-free numbers shown below in this Prospectus and on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the term "total
return" to illustrate its performance. The performance of each class of
shares is shown separately, because the performance of each class of shares
will usually be different as a result of the different kinds of expenses each
class bears. These returns measure the performance of a hypothetical account
in the Fund over various periods, and do not show the performance of each
shareholder's account (which will vary if dividends are received in cash or
shares are sold or purchased). The Fund's performance information may help
you see how well your investment has done over time and to compare market
indexes.
It is important to understand that the Fund's total returns represent
past performance and should not be considered to be predictions of future
returns or performance. More detailed information about how total returns
are calculated is contained in the Statement of Additional Information, which
also contains information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.
|X| Total Returns. There are different types of "total returns" used to
measure the Fund's performance. 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. The cumulative total return measures the change in value over the
entire period (for example, ten years). An 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 the Fund's actual year-by-year performance.
When total returns are quoted for Class A shares, normally the current
maximum initial sales charge has been deducted. When total returns are shown
for Class B or Class C shares, normally the contingent deferred sales charge
that applies to the period for which total return is shown has been
deducted. However, total returns may also be quoted "at net asset value,"
without considering the effect of either the front-end or the appropriate
contingent deferred sales charge, as applicable, and those returns would be
less if sales charges were deducted.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors four different classes of
shares. Three classes, Class A, Class B and Class C, are available to
non-institutional investors. The fourth class, Class Y, is offered only to
certain institutional investors. The different classes of shares represent
investments in the same portfolio of securities but are subject to different
expenses and will likely have different share prices.
|X| Class A Shares. If you buy Class A shares, you may pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred Sales Charge"
on page __). If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you sell
any of those shares within 18 months of buying them, you may pay a contingent
deferred sales charge, described below. The amount of that sales charge will
vary depending on the amount you invested. Sales charge rates are described
in "Buying Class A Shares," below.
|X| Class B Shares. If you buy Class B shares, you pay no sales charge
at the time of purchase, but if you sell your shares within six years of
buying them, you will normally pay a contingent deferred sales charge. That
sales charge varies depending on how long you own your shares as described in
"Buying Class B Shares" below.
|X| Class C Shares. If you buy Class C shares, you pay no sales charge
at the time of purchase, but if you sell your shares within 12 months of
buying them, you will normally pay a contingent deferred sales charge of 1%
as described in "Buying Class C Shares" below.
|X| Class Y Shares. Class Y shares are offered only to certain
institutional investors that have special agreements with the Distributor.
As of the date of this Prospectus, it is anticipated that Massachusetts
Mutual Life Insurance Company (an affiliate of the Distributor and the
Manager) will act as Class Y Sponsor for any outstanding Class Y shares of
the Fund.
Which Class of Shares Should You Choose? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
better suited to your needs depends on a number of factors which you should
discuss with your financial advisor. The Fund's operating costs that apply
to a class of shares and the effect of the different types of sales charges
on your investment will vary your investment results over time. The most
important factors to consider are how much you plan to invest and how long
you plan to hold your investment. If your goals and objectives change over
time and you plan to purchase additional shares, you should re-evaluate those
factors to see if you should consider another class of shares.
In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We assumed you are
an individual investor, and therefore ineligible to purchase Class Y shares.
We used the sales charge rates that apply to Class A, Class B and Class C
shares and considered the effect of the annual asset-based sales charge on
Class B and Class C expenses (which, like all expenses, will affect your
investment return). For the sake of comparison, we have assumed that there
is a 10% rate of appreciation in the investment each year. Of course, the
actual performance of your investment cannot be predicted and will vary,
based on the Fund's actual investment returns and the operating expenses
borne by each class of shares, and which class of shares you invest in. The
factors discussed below are not intended to be investment advice or
recommendations, because each investor's financial considerations are
different. The discussion below of the factors to consider in purchasing a
particular class of shares assumes that you will purchase only one class of
shares and not a combination of shares of different classes.
|X| How Long Do You Expect to Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the appropriate
class of shares. Because of the effect of class-based expenses, your choice
will also depend on how much you plan to invest. For example, the reduced
sales charges available for larger purchases of Class A shares may, over
time, offset the effect of paying an initial sales charge on your investment
(which reduces the amount of your investment dollars used to buy shares for
your account), compared to the effect over time of higher class-based
expenses on shares of Class B or Class C shares for which no initial sales
charge is paid.
|_| Investing for the Shorter Term. If you have a short-term
investment horizon (that is, you plan to hold your shares for not more than
six years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B contingent
deferred sales charge if you redeem within 7 years, as well as the effect of
the Class B asset-based sales charge on the investment return for that class
in the short-term. Class C shares might be the appropriate choice
(especially for investments of less than $100,000), because there is no
initial sales charge on Class C shares, and the contingent deferred sales
charge does not apply to amounts you sell after holding them one year.
However, if you plan to invest more than $100,000 for the shorter term,
then the more you invest and the more your investment horizon increases
toward six years, Class C shares might not be as advantageous as Class A
shares. That is because the annual asset-based sales charge on Class C
shares will have a greater impact on your account over the longer term than
the reduced front-end sales charge available for larger purchases of Class A
shares. For example, Class A shares might be more advantageous than Class C
(as well as Class B) shares for investments of more than $100,000 expected to
be held for 5 or 6 years (or more). For investments over $250,000 expected
to be held 4 to 6 years (or more), Class A shares may become more
advantageous than Class C (and B) shares. If investing $500,000 or more,
Class A shares may be more advantageous as your investment horizon approaches
3 years or more.
And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long you
intend to hold your shares. For that reason, the Distributor normally will
not accept purchase orders of $500,000 or more of Class B shares or $1
million or more of Class C shares from a single investor. Of course, these
examples are based on approximations of the effect of current sales charges
and expenses on a hypothetical investment over time, using the assumed annual
performance return stated above, and therefore should not be relied on as
rigid guidelines.
|_| Investing for the Longer Term. If you are investing for the
longer-term, for example, for retirement, and do not expect to need access to
your money for seven years or more, Class B shares may be an appropriate
consideration, if you plan to invest less than $100,000. If you plan to
invest more than $100,000 over the long term, Class A shares will likely be
more advantageous than Class B shares or Class C shares, as discussed above,
because of the effect of the expected lower expenses for Class A shares and
the reduced initial sales charges available for larger investments in Class A
shares under the Fund's Right of Accumulation.
Of course, these examples are based on approximations of the effect of
current sales charges and expenses on a hypothetical investment over time,
using the assumed annual performance return stated above, and therefore, you
should analyze your options carefully.
|X| Are There Differences in Account Features That Matter to You?
Because some account features may not be available for Class B or Class C
shareholders, you should carefully review how you plan to use your investment
account before deciding which class of shares is better for you. For
example, share certificates are not available for Class B or Class C shares
and if you are considering using your shares as collateral for a loan, that
may be a factor to consider. Additionally, the dividends payable to Class B
and Class C shareholders will be reduced by the additional expenses borne
solely by those classes, such as the asset-based sales charges described
below and in the Statement of Additional Information.
|X| How Does It Affect Payments to My Broker? A salesperson, such as a
broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one class
of shares than for selling another class. It is important that investors
understand that the purposes of the Class B and Class C contingent deferred
sales charge and asset-based sales charges is the same as the purpose of the
front-end sales charge on sales of Class A shares: to compensate the
Distributor for commissions it pays to dealers and financial institutions for
selling shares. The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial institutions based upon
the value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
How Much Must You Invest? You can open a Fund account with a minimum initial
investment of $1,000 and make additional investments at any time with as
little as $25. There are reduced minimum investments under special
investment plans.
|_| With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of at
least $25 can be made by telephone through AccountLink.
|_| Under pension and profit-sharing and 401(k) plans and Individual
Retirement Accounts (IRAs), you can make an initial investment of as little
as $250 (if your IRA is established under an Asset Builder Plan, the $25
minimum applies), and subsequent investments may be as little as $25.
|_| There is no minimum investment requirement if you are buying shares
by reinvesting dividends or distributions from the Fund or other Oppenheimer
funds (a list of them appears in the Statement of Additional Information, or
you can ask your dealer or call the Transfer Agent), or by reinvesting
distributions from unit investment trusts that have made arrangements with
the Distributor.
|X| How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under the
OppenheimerFunds AccountLink service. The Distributor may appoint certain
servicing agents as the Distributor's agent to accept purchase and redemption
orders. When you buy shares, be sure to specify Class A, Class B or Class C
shares. If you do not choose, your investment will be made in Class A shares.
|X| Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
|X| Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. If you don't list a dealer on the application, the
Distributor will act as your agent in buying the shares. However, it is
recommended that you discuss your investment first with a financial advisor,
to be sure that it is appropriate for you.
|X| Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wire. The minimum investment is $2,500. You must first call the
Distributor's Wire Department at 1-800-525-7041 to notify the Distributor of
the wire, and receive further instructions.
|X| Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink 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. You
can then transmit funds electronically to purchase shares, to have the
Transfer Agent send redemption proceeds, and to transmit dividends and
distributions.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement instructions
used to establish your account. Please refer to "AccountLink" below for more
details.
|X| Asset Builder Plans. You may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from your account at a
bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
|X| At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado , or the order is received and transmitted
to the Distributor by an entity authorized by the Fund to accept purchase or
redemption orders. The Fund has authorized the Distributor, certain
broker-dealers and agents or intermediaries designated by the Distributor or
those broker-dealers to accept orders. In most cases, to enable you to
receive that day's offering price, the Distributor or an authorized entity
must receive your order by the time of day The New York Stock Exchange
closes, which is normally 4:00 P.M., New York time, but may be earlier on
some days (all references to time in this Prospectus mean "New York time").
The net asset value of each class of shares is determined as of that time on
each day The New York Stock Exchange is open (which is a "regular business
day"). If you buy shares through a dealer, normally your order must be
transmitted to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor, in its sole discretion, may reject any purchase order for the
Fund's shares.
Special Sales Charge Arrangements For Certain Persons. Appendix A to this
Prospectus sets forth conditions for the waiver of, or exemption from, sales
charges or the special sales charge rates that apply to purchases of shares
of the Fund (including purchases by exchange) by a person who was a
shareholder of one of the Former Quest for Value Funds (as defined in that
Appendix).
Buying Class A Shares. Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. However, in
some cases, described below, purchases are not subject to an initial sales
charge, and the offering price will be the net asset value. In some cases,
reduced sales charges may be available, as described below. Out of the
amount you invest, the Fund receives the net asset value to invest for your
account. The sales charge varies depending on the amount of your purchase.
A portion of the sales charge may be retained by the Distributor and
allocated to your dealer as commission. The current sales charge rates and
commissions paid to dealers and brokers are as follows:
Front-End Sales Front-End Sales
Charge as a Charge as a Commission as
Percentage of Percentage of Percentage of
Amount of Purchase Offering Price Amount Invested 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%
The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter" under
Federal securities laws.
|X| Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:
|_| Purchases aggregating $1 million or more.
|_| Purchases by a retirement plan qualified under sections 401(a) or
401(k) of the Internal Revenue Code, by a non-qualified deferred compensation
plan (not including Section 457 plans), employee benefit plan, group
retirement plan (see "How to Buy Shares - Retirement Plans" in the Statement
of Additional Information for further details), an employee's 403(b)(7)
custodial plan account, SEP IRA, SARSEP, or SIMPLE plan (all of these plans
are collectively referred to as "Retirement Plans"); that: (1) buys shares
costing $500,000 or more or (2) has, at the time of purchase, 100 or more
eligible participants, or (3) certifies that it projects to have annual plan
purchases of $200,000 or more.
|_| Purchases by an OppenheimerFunds Rollover IRA if the purchases are
made (1) through a broker, dealer, bank or registered investment adviser that
has made special arrangements with the Distributor for these purchases, or
(2) by a direct rollover of a distribution from a qualified retirement plan
if the administrator of that plan has made special arrangements with the
Distributor for those purchases.
|_| Purchases by a retirement plan qualified under Section 401(a) or
401 (k) if the retirement plan has total plan assets of $500,000 or more.
The Distributor pays dealers of record commissions on those purchases
in an amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of the
next $2.5 million, plus 0.25% of purchases over $5 million, calculated on a
calendar year basis. That commission will be paid only on those purchases
that were not previously subject to a front-end sales charge and dealer
commission. No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased with the
redemption proceeds of shares of a 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 addition of the Oppenheimer funds
as an investment option to the Retirement Plan.
If you redeem any Class A shares subject to the contingent deferred
sales charge described above within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales charge (called the
"Class A contingent deferred sales charge") may be deducted from the
redemption proceeds. That sales charge may be equal to 1.0% of the lesser of
(1) the aggregate net asset value of the redeemed shares (not including
shares purchased by reinvestment of dividends or capital gains distributions)
or (2) the original offering price (which is the original net asset value) of
the redeemed shares. However, the Class A contingent deferred sales charge
will not exceed the aggregate amount of the commissions the Distributor paid
to your dealer on all Class A shares of all Oppenheimer funds you purchased
subject to the Class A contingent deferred sales charge.
In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales charge,
including shares purchased by reinvestment of dividends and capital gains,
and then will redeem other shares in the order that you purchased them. The
Class A contingent deferred sales charge is waived in certain cases described
in "Waivers of Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on exchanges of
shares under the Fund's Exchange privilege (described below). However, if
the shares acquired by exchange are redeemed within 18 months of the end of
the calendar month of the purchase of the exchanged shares, the contingent
deferred sales charge will apply.
Reduced Sales Charges for Class A Share Purchases. You may be eligible to
buy Class A shares at reduced sales charge rates in one or more of the
following ways:
|X| Right of Accumulation. To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can add
together Class A and Class B shares you purchase for your individual
accounts, or jointly, or for trust or custodial accounts on behalf of your
children who are minors. A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares. You can
also include Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to reduce
the sales charge rate for current purchases of Class A shares, provided that
you still hold your investment in one of the Oppenheimer funds. The
Distributor will add the value, at current offering price, of the shares you
previously purchased and currently own to the value of current purchases to
determine the sales charge rate that applies. The Oppenheimer funds are
listed in "Reduced Sales Charges" in the Statement of Additional Information,
or a list can be obtained from the Distributor. The reduced sales charge
will apply only to current purchases and must be requested when you buy your
shares.
|X| Letter of Intent. Under a Letter of Intent, if you purchase Class
A or Class A and Class B shares of the Fund and other Oppenheimer funds
during a 13-month period, you can reduce the sales charge rate that applies
to your purchases of Class A shares. The total amount of your intended
purchases of both Class A and Class B shares will determine the reduced sales
charge rate for the Class A shares purchased during that period. This can
include purchases made up to 90 days before the date of the Letter. More
information is contained in the Application and in "Reduced Sales Charges" in
the Statement of Additional Information.
|X| Waivers of Class A Sales Charges. The Class A sales charges are not
imposed in the circumstances described below. There is an explanation of this
policy in "Reduced Sales Charges" in the Statement of Additional Information.
In order to receive a waiver of the Class A contingent deferred sales charge,
you must notify the Transfer Agent which conditions apply.
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:
|_| the Manager or its affiliates;
|_| present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
|_| registered management investment companies, or separate accounts of
insurance companies having an agreement with the Manager or the Distributor for
that purpose;
|_| dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for retirement
plans for their employees;
|_| employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is for
the purchaser's own account (or for the benefit of such employee's spouse or
minor children);
|_| dealers, brokers, banks or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for the
use of shares of the Fund in particular investment products made available to
their clients (those clients may be charged a transaction fee by their
dealer, broker or adviser for the purchase or sale of shares of the Fund);
|_| (1) investment advisors and financial planners who have entered
into an agreement for this purpose with the Distributor and who charge an
advisory, consulting or other fee for their services and buy shares for their
own accounts or the accounts of their clients, (2) Retirement Plans and
deferred compensation plans and trusts used to fund those Plans (including,
for example, plans qualified or created under sections 401(a), 403(b) or 457
of the Internal Revenue Code), and "rabbi trusts" that buy shares for their
own accounts, in each case if those purchases are made through a broker or
agent or other financial intermediary that has made special arrangements with
the Distributor for those purchases; and (3) clients of such investment
advisors or financial planners (that have entered into an agreement for this
purpose with the Distributor) who buy shares for their own accounts may also
purchase shares without sales charge but only if their accounts are linked to
a master account of their investment advisor or financial planner on the
books and records of the broker, agent or financial intermediary with which
the Distributor has made such special arrangements (each of these investors
may be charged a fee by the broker, agent or financial intermediary for
purchasing shares);
|_| directors, trustees, officers or full-time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for those
persons;
|_| accounts for which Oppenheimer Capital is the investment adviser
(the Distributor must be advised of this arrangement) and persons who are
directors or trustees of the company or trust which is the beneficial owner
of such accounts;
|_| any unit investment trust that has entered into an appropriate
agreement with the Distributor;
|_| a TRAC-2000 401(k) plan (sponsored by the former Quest for Value
Advisors) whose Class B or Class C shares of a Former Quest for Value Fund
were exchanged for Class A shares of that Fund due to the termination of the
Class A shares of that Fund due to the termination of the Class B and
TRAC-2000 program on November 24, 1995; or
|_| qualified retirement plans that had agreed with the former Quest
for Value Advisors to purchase shares of any of the Former Quest for Value
Funds at net asset value, with such shares to be held through DCXchange, a
sub-transfer agency mutual fund clearinghouse, provided that such
arrangements were consummated and share purchases commenced by December 31,
1996.
Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:
|_| shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
|_| shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates acts
as sponsor;
|_| shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds (other than
Oppenheimer Cash Reserves) or unit investment trusts for which reinvestment
arrangements have been made with the Distributor;
|_| shares purchased and paid for with the proceeds of shares redeemed
in the past 30 days from a mutual fund (other than a fund managed by the
Manager or any of its subsidiaries) on which an initial sales charge or
contingent deferred sales charge was paid (this waiver also applies to shares
purchased by exchange of shares of Oppenheimer Money Market Fund, Inc. that
were purchased and paid for in this manner); this waiver must be requested
when the purchase order is placed for your shares of the Fund, and the
Distributor may require evidence of your qualification for this waiver; or
|_| shares purchased with the proceeds of maturing principal of units
of any Qualified Unit Investment Liquid Trust Series.
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions. The Class A contingent deferred sales charge is also waived if
shares that would otherwise be subject to the contingent deferred sales
charge are redeemed in the following cases:
|_| to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
|_| involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules and
Policies," below);
|_| for distributions from a TRAC-2000 401(k) plan sponsored by the
Distributor due to termination of the TRAC-2000 program;
|_| for distributions from Retirement Plans, deferred compensation
plans or other employee benefit plans for any of the following purposes: (1)
following the death or disability (as defined in the Internal Revenue Code)
of the participant or beneficiary (the death or disability must occur after
the participant's account was established); (2) to return excess
contributions; (3) to return contributions made due to a mistake of fact; (4)
hardship withdrawals, as defined in the plan; (5) under a Qualified Domestic
Relations Order, as defined in the Internal Revenue Code; (6) to meet the
minimum distribution requirements of the Internal Revenue Code; (7) to
establish "substantially equal periodic payments" as described in Section
72(t) of the Internal Revenue Code; (8) for retirement distributions or loans
to participants or beneficiaries; (9) separation from service; (10)
participant-directed redemptions to purchase shares of a mutual fund (other
than a fund managed by the Manager or its subsidiary) 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; or (11) plan termination or "in-service distributions", if the
redemption proceeds are rolled over directly to an OppenheimerFunds IRA;
|_| for distributions from Retirement Plans having 500 or more eligible
participants, except distributions due to termination of all of the
Oppenheimer funds of as an investment option under the Plan; or
|_| for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing this
waiver.
|X| Service Plan for Class A Shares. The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
shareholder accounts that hold Class A shares. Reimbursement is made
quarterly at of an annual rate that may not exceed 0.25% of the average
annual net assets of Class A shares of the Fund. The Distributor uses all of
those fees to compensate dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance of
accounts of their customers that hold Class A shares and to reimburse itself
(if the Fund's Board of Trustees authorizes such reimbursements, which it has
not yet done) for its other expenditures under the Plan.
Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining accounts
in the Fund, making the Fund's investment plans available and providing other
services at the request of the Fund or the Distributor. Payments are made by
the Distributor quarterly at of an annual rate not to exceed 0.25% of the
average annual net assets of Class A shares held in accounts of the dealer or
its customers. The payments under the Plan increase the annual expenses of
Class A shares. For more details, please refer to "Distribution and Service
Plans" in the Statement of Additional Information.
Buying Class B Shares. Class B shares are sold at net asset value per share
without of an initial sales charge. However, if Class B shares are redeemed
within six years of their purchase, a contingent deferred sales charge will
be deducted from the redemption proceeds. That sales charge will not apply
to shares purchased by the reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge will be based on the
lesser of the net asset value of the redeemed shares at the time of
redemption or the original offering price (which is the original net asset
value). The contingent deferred sales charge is not imposed on the amount of
your account value represented by of an increase in net asset value over the
initial purchase price. The Class B contingent deferred sales charge is paid
to the Distributor to reimburse its expenses of providing
distribution-related services to the Fund in connection with the sale of
Class B shares.
To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over six years, and (3) shares held the longest during the
6-year period. The contingent deferred sales charge is not imposed in the
circumstances described in "Waivers of Class B and Class C Sales Charges"
below.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Contingent Deferred Sales Charge
Years Since Beginning of Month in on Redemptions in That Year
which Purchase Order Was Accepted (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%
6 and following None
In the table, a "year" is a 12-month period. All purchases are considered to
have been made on the first regular business day of the month in which the
purchase was made.
|X| Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to Class A
shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class B
Distribution and Service Plan, described below. The conversion is based on
the relative net asset value of the two classes, and no sales load or other
charge is imposed. When Class B shares convert, any other Class B shares
that were acquired by the reinvestment of dividends and distributions on the
converted shares will also convert to Class A shares. The conversion feature
is subject to the continued availability of a tax ruling described in
"Alternative Sales Arrangements - Class A, Class B and Class C Shares" in the
Statement of Additional Information.
|X| Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate the
Distributor for distributing Class B shares and servicing accounts. This Plan
is described below under "Buying Class C Shares - Distribution and Service
Plans for Class B and Class C Shares".
|X| Waivers of Class B Sales Charges. The Class B contingent deferred
sales charge will not apply to shares purchased in certain types of
transactions, nor will it apply to shares redeemed in certain circumstances,
as described below under "Waivers of Class B and Class C Sales Charges."
Buying Class C Shares. Class C shares are sold at net asset value per share
without assessment of an initial sales charge. However, if the Class C
shares are redeemed within 12 months of their purchase, a contingent deferred
sales charge of 1.0% will be deducted from the redemption proceeds. That
sales charge will not apply to shares purchased by the reinvestment of
dividends or capital gains distributions. The contingent deferred sales
charge will be based on the lesser of the net asset value of the redeemed
shares at the time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase in
net asset value over the initial purchase price. The Class C contingent
deferred sales charge is paid to compensate the Distributor for its expenses
of providing distribution-related services to the Fund in connection with the
sale of Class C shares.
To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
|X| Waivers of Class B and Class C Sales Charges. The Class B and
Class C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to Class B and
Class C shares redeemed in certain circumstances as described below. The
reasons for this policy are discussed in "Reduced Sales Charges" in the
Statement of Additional Information. In order to receive a waiver of the
Class B or Class C contingent deferred sales charge, you must notify the
Transfer Agent which conditions apply.
Waivers for Redemptions of Shares in Certain Cases. The Class B and
Class C contingent deferred sales charges will be waived for redemptions of
shares in the following cases:
|_| distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal Plan
after the participant reaches age 59-1/2, as long as the payments are no more
than 10% of the account value annually (measured from the date the Transfer
Agent receives the request), or (b) following the death or disability (as
defined in the Internal Revenue Code) of the participant or beneficiary (the
death or disability must have occurred after the account was established);
|_| redemptions from accounts other than Retirement Plans following
the death or disability of the last surviving shareholder, including a
trustee of a "grantor" trust or revocable living trust for which the trustee
is also sole beneficiary (the death or disability must have occurred after
the account was established, and for disability you must provide evidence of
a determination of disability by the Social Security Administration);
|_| returns of excess contributions to Retirement Plans;
|_| to make distributions from retirement plans that qualify as
"substantially equal periodic payments" under Section 72(t) of the Internal
Revenue Code, provided the distributions do not exceed 10% of the account
value annually, measured from the date the Transfer Agent receives the
request;
|_| shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies";
|_| distributions from OppenheimerFunds prototype 401(k) plans and from
certain Massachusetts Mutual Life Insurance Company prototype 401(k) plans
(1) for hardship withdrawals; (2) under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal Revenue Code; (4) to make
"substantially equal periodic payments" as described in Section 72(t) of the
Internal Revenue Code; (5) for separation from service; or (6) for loans to
participants or beneficiaries; or
|_| distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C shares
sold or issued in the following cases:
|_| shares sold to the Manager or its affiliates;
|_| shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the Manager
or the Distributor for that purpose; or
|_| shares issued in plans of reorganization to which the Fund is a
party.
Distribution and Service Plans for Class B and Class C Shares. The Fund has
adopted Distribution and Service Plans for Class B and Class C shares to
reimburse and compensate the Distributor, respectively, for distributing
Class B and Class C shares and servicing accounts. Under the Plans, the Fund
pays the Distributor an annual "asset-based sales charge" of 0.75% per year
on Class B shares and on Class C shares. The Distributor also receives a
service fee of up to 0.25% per year under the Class B Plan, and receives a
service fee of 0.25% per year under the Class C Plan.
Under each Plan, both fees 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 during the period. The asset-based sales charge and
service fees increase Class B expenses by up to 1.00%, and increase Class C
expenses by 1.00%, of the net assets per year of that class.
The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B or Class C
shares. Those services are similar to those provided under the Class A
Service Plan, described above. The Distributor pays the 0.25% service fees
to dealers in advance for the first year after Class B or Class C shares have
been sold by the dealer and retains the service fee paid by the Fund in that
year. After the shares have been held for a year, the Distributor pays the
service fees to dealers on a quarterly basis.
The asset-based sales charge allows investors to buy Class B or Class C
shares without a front-end sales charge while allowing the Distributor to
compensate dealers that sell those shares. The Fund pays the asset-based
sales charges to the Distributor for its services rendered in distributing
Class B and Class C shares. Those payments are at a fixed rate that is not
related to the Distributor's expenses. The services rendered by the
Distributor include paying and financing the payment of sales commissions,
service fees and other costs of distributing and selling Class B and Class C
shares.
The Distributor currently pays sales commissions 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 4.00% of the purchase price. The Distributor retains the Class B
asset-based sales charge. The Distributor may pay the Class B service fee
and the asset-based sales charge to the dealer quarterly in lieu of paying
the sales commission and service fee advance at the time of purchase.
The Distributor currently pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale of Class
C shares. Including the advance of the service fee, the total amount paid by
the Distributor to the dealer at the time of sale of Class C shares is 1.00%
of the purchase price. The Distributor plans to pay the asset-based sales
charge as of an ongoing commission to the dealer on Class C shares that have
been outstanding for a year or more. The Distributor may pay the Class C
service fee and asset-based sales charge to the dealer quarterly in lieu of
paying the sales commission and service fee advance at the time of purchase.
The Distributor's actual expenses in selling Class B and Class C shares
may be more than the payments it receives from contingent deferred sales
charges collected on redeemed shares and from the Fund under the Distribution
and Service Plans for Class B and Class C shares. If the Fund terminates
either Plan, the Board of Trustees may allow the Fund to continue payments of
the asset-based sales charge to the Distributor for distributing shares
before the Plan was terminated.
Buying Class Y Shares. Class Y Shares are sold at net asset value per share
without sales charge directly to certain institutional investors that have
special agreements with the Distributor for this purpose. The intent of
these agreements is to allow tax-qualified institutional investors to invest
indirectly (through separate accounts) in Class Y shares and to allow other
institutional investors to invest directly in Class Y shares. Individual
investors are not permitted to invest directly in Class Y shares. As of the
date of this Prospectus, it is anticipated that Massachusetts Mutual Life
Insurance Company (an affiliate of the Manager and the Distributor) will act
as Class Y Sponsor for any outstanding class Y shares of the Fund.
While Class Y shares are not subject to initial or contingent deferred
sales charges or asset-based sales charges, an institutional investor buying
the shares for its customers' accounts may impose charges on those accounts.
The procedures for purchasing, redeeming, exchanging or transferring the
Fund's other classes of shares (other than the time those orders must be
received by the Distributor or Transfer Agent in Denver), and the special
account features available to purchasers of those other classes of shares
described elsewhere in this Prospectus do not apply to Class Y shares.
Instructions for purchasing, redeeming, exchanging or transferring Class Y
shares must be submitted by the institutional investor, not by its customers
for whose benefit the shares are held.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types of
account transactions. These include purchases of shares by telephone (either
through a service representative or by PhoneLink, described below), automatic
investments under Asset Builder Plans, and sending dividends and
distributions or Automatic Withdrawal Plan payments directly to your bank
account. Please call the Transfer Agent for more information.
AccountLink privileges should be requested on your dealer's settlement
instructions if you buy your shares through your dealer. After your account
is established, you can request AccountLink privileges by sending
signature-guaranteed instructions to the Transfer Agent. AccountLink
privileges will apply to each shareholder listed in the registration on your
account as well as to your dealer representative of record unless and until
the Transfer Agent receives written instructions terminating or changing
those privileges. After you establish AccountLink for your account, any
change of bank account information must be made by signature-guaranteed
instructions to the Transfer Agent signed by all shareholders who own the
account.
|X| Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
|X| PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the special PhoneLink number: 1-800-533-3310.
|_| Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
|_| Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer fund account you have already established
by calling the special PhoneLink number. Please refer to "How to Exchange
Shares," below, for details.
|_| Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds directly
to your AccountLink bank account. Please refer to "How to Sell Shares,"
below, for details.
Shareholder Transactions by Fax. Requests for certain account transactions
may be sent to the Transfer Agent by fax (telecopier). Please call
1-800-525-7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this Prospectus.
OppenheimerFunds Internet Web Site. Information about the Fund, including
your account balance, daily share prices, market and Fund portfolio
information, may be obtained by visiting the OppenheimerFunds Internet Web
Site, at the following Internet address: http://www.oppenheimerfunds.com.
Additionally, certain account transactions may be requested by any
shareholder listed in the registration on an account as well as by the dealer
representative of record through a special section of that Web Site. To
access that section of the Web Site you must first obtain a personal
identification number ("PIN") by calling OppenheimerFunds PhoneLink at
1-800-533-3310. If you do not wish to have Internet account transactions
capability for your account, please call our customer service representatives
at 1-800-525-7048. To find out more information about Internet transactions
and procedures, please visit the Web Site.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer fund account on a regular basis:
|X| Automatic Withdrawal Plans. If your Fund account is worth $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments of
at least $50 on a monthly, quarterly, semi-annual or annual basis. The
checks may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Statement of
Additional Information for more details.
|X| Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange automatically an amount you establish in advance for shares of up to
five other Oppenheimer funds on a monthly, quarterly, semi-annual or annual
basis under an Automatic Exchange Plan. The minimum purchase for each other
Oppenheimer funds account is $25. These exchanges are subject to the terms
of the exchange privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Class A or Class B
shares of the Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or of other Oppenheimer
funds without paying a sales charge. This privilege applies to Class A
shares that you purchased subject to an initial sales charge and to Class A
or Class B shares on which you paid a contingent deferred sales charge when
you redeemed them. This privilege does not apply to Class C shares. You
must be sure to ask the Distributor for this privilege when you send your
payment. Please consult the Statement of Additional Information for more
details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for your
retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
|_| Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses and SIMPLE IRAs offered by employers
|_| 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
|_| SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR-SEP IRAs
|_| Pension and Profit-Sharing Plans for self-employed persons and
other employers
|_| 401(k) Prototype Retirement Plans for businesses
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account by selling (redeeming) some
or all of your shares on any regular business day. Your shares will be sold
at the next net asset value calculated after your order is received and
accepted by the Transfer Agent. The Fund offers you a number of ways to sell
your shares: in writing or by telephone. You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis, as described above. 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, please call the Transfer Agent first, at
1-800-525-7048, for assistance.
|X| Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a distribution
request form. There are special income tax withholding requirements for
distributions from retirement plans and you must submit a withholding form
with your request to avoid delay. If your retirement plan account is held
for you by your employer, you must arrange for the distribution request to be
sent by the plan administrator or trustee. There are additional details in
the Statement of Additional Information.
|X| 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 in the following situations (there may be other
situations also requiring a signature guarantee):
|_| You wish to redeem more than $50,000 worth of shares and receive a
check
|_| The redemption check is not payable to all shareholders listed on
the account statement
|_| The redemption check is not sent to the address of record on your
account statement
|_| Shares are being transferred to a Fund account with a different
owner or name
|_| Shares are redeemed by someone other than the owners (such as an
Executor)
|X| Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial institutions,
including: a U.S. bank, trust company, credit union or savings association,
or by a foreign bank that has a U.S. correspondent bank, or by a U.S.
registered dealer or broker in securities, municipal securities or government
securities, or by a U.S. national securities exchange, a registered
securities association or a clearing agency. If you are signing as a
fiduciary or on behalf of a corporation, partnership or other business, you
must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
|_| Your name
|_| The Fund's name
|_| Your Fund account number (from your account statement)
|_| The dollar amount or number of shares to be redeemed
|_| Any special payment instructions
|_| Any share certificates for the shares you are selling,
|_| The signatures of all registered owners exactly as the account is
registered, and
Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for Send courier or express mail
requests by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue
Building D Denver, Colorado 80231
Denver, Colorado 80217
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price on a
regular business day, your call must be received by the Transfer Agent by the
close of The New York Stock Exchange that day, which is normally 4:00 P.M.
but may be earlier on some days. You may not redeem shares held in an
OppenheimerFunds retirement plan or under a share certificate by telephone.
|_| To redeem shares through a service representative, call
1-800-852-8457
|_| To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds wired to that bank
account.
|X| Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, in any 7-day period. The check must be payable to all owners
of record of the shares and must be sent to the address on the account
statement. This service is not available within 30 days of changing the
address on an account.
|X| Telephone Redemptions Through AccountLink or Wire. There are no
dollar limits on telephone redemption proceeds sent to a bank account
designated when you establish AccountLink. Normally the ACH transfer to your
bank is initiated on the business day after the redemption. You do not
receive dividends on the proceeds of the shares you redeemed while they are
waiting to be transferred.
Selling Shares Through Your Dealer. The Distributor has made arrangements to
repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please call your
dealer for more information about this procedure. Please refer to "Special
Arrangements For Repurchase of Shares From Dealers and Brokers" in the
Statement of Additional Information for more details.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:
|_| Shares of the fund selected for exchange must be available for sale
in your state of residence
|_| The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
|_| You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is open 7
days, you can exchange shares every regular business day
|_| You must meet the minimum purchase requirements for the fund you
purchase by exchange
|_| Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you
can exchange Class A shares of this Fund only for Class A shares of another
fund. At present, Oppenheimer Money Market Fund, Inc. offers only one class
of shares, which are considered to be "Class A" shares for this purpose. In
some cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional Information
for more details.
Exchanges may be requested in writing or by telephone:
|X| Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the Transfer
Agent at the addresses listed in "How to Sell Shares."
|X| Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by using
PhoneLink for automated exchanges, by calling 1-800-533-3310. Telephone
exchanges may be made only between accounts that are registered with the same
name(s) and address. Shares held under certificates may not be exchanged by
telephone.
You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or obtain one by calling
a service representative at 1-800-525-7048. That list can change from time
to time.
There are certain exchange policies you should be aware of:
|_| Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day on
which the Transfer Agent receives an exchange request that is in proper form
by the close of The New York Stock Exchange that day, which is normally 4:00
P.M. but may be earlier on some days. However, either fund may delay the
purchase of shares of the fund you are exchanging into up to seven days if it
determines it would be disadvantaged by a same day transfer of the proceeds
to buy shares. For example, the receipt of multiple exchange requests from a
dealer in a "market-timing" strategy might require the sale of portfolio
securities at a time or price disadvantageous to the Fund.
|_| Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request that
will disadvantage it, or to refuse multiple exchange requests submitted by a
shareholder or dealer.
|_| The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever it
is reasonably able to do so, it may impose these changes at any time.
|_| For tax purposes, exchanges of shares involve a redemption of the
shares of the Fund you own and a purchase of the shares of the other fund,
which may result in a capital gain or loss. for more information about taxes
affecting exchanges, please refer to "How to Exchange Shares" in the
Statement of Additional Information.
|_| If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for exchange
will be exchanged.
Shareholder Account Rules and Policies
|X| Net Asset Value Per Share is determined for each class of shares as
of the close of The New York Stock Exchange, which is normally 4:00 P.M. but
may be earlier on some days, on each day the Exchange is open 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 Fund's Board of Trustees has
established procedures to value the Fund's securities to determine net asset
value. In general, securities values are based on market value. There are
special procedures for valuing illiquid and restricted securities and
obligations for which market values cannot be readily obtained. These
procedures are described more completely in the Statement of Additional
Information.
|X| The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may be
suspended by the Board of Trustees at any time the Board believes it is in
the Fund's best interest to do so.
|X| Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any time.
If an account has more than one owner, the Fund and the Transfer Agent may
rely on the instructions of any one owner. Telephone privileges apply to
each owner of the account and the dealer representative of record for the
account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
|X| The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not use
reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither the Transfer Agent nor the Fund will be
liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the Transfer
Agent during periods of unusual market activity, you may not be able to
complete a telephone transaction and should consider placing your order by
mail.
|X| Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time to
time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
|X| Dealers that can 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 dealer performs any transaction erroneously
or improperly.
|X| The redemption price for shares will vary from day to day because
the values of the securities in the Fund's portfolio fluctuate, and the
redemption price, which is the net asset value per share, will normally be
different for Class A, Class B, Class C and Class Y shares. Therefore, the
redemption value of your shares may be more or less than their original cost.
|X| Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except under
unusual circumstances determined by the Securities and Exchange Commission
delaying or suspending such payments. For accounts registered in the name of
a broker-dealer, payment will be forwarded within 3 business days. The
Transfer Agent may delay forwarding a check or processing a payment via
AccountLink for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the date the
shares were purchased. That delay may be avoided if you purchase shares by
federal funds wire, certified check or arrange to have your bank provide
telephone or written assurance to the Transfer Agent that your purchase
payment has cleared.
|X| Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
|X| Under unusual circumstances, shares of the Fund may be redeemed "in
kind," which means that the redemption proceeds will be paid with securities
from the Fund's portfolio. Please refer to "How to Sell Shares" in the
Statement of Additional Information for more details.
|X| "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from taxable dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a correct and properly
certified Social Security or Employer Identification Number when you sign
your application, or if you underreport your income to the Internal Revenue
Service.
|X| The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be subject
to a contingent deferred sales charges when redeeming certain Class A, Class
B and Class C shares.
|X| To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048 to
ask that copies of those materials be sent personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares dividends separately for Class A, Class B, Class
C and Class Y shares from net investment income on an annual basis and
normally pays those dividends to shareholders in December, but the Board of
Trustees can change that date. The Board may also cause the Fund to declare
dividends after the close of the Fund's fiscal year (which ends August
31st). Because the Fund does not have an objective of seeking current
income, the amounts of dividends it pays, if any, will likely be small.
Also, dividends paid on Class A and Class Y shares generally are expected to
be higher than for Class B and Class C shares because expenses allocable to
Class B and Class C shares will generally be higher.
Capital Gains. The Fund may make distributions annually in December out of
any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. Long-term capital gains will be separately identified in
the tax information the Fund sends you after the end of the year. Short-term
capital gains are treated as dividends for tax purposes. There can be no
assurance that the Fund will pay any capital gains distributions in a
particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For OppenheimerFunds
retirement accounts, all distributions are reinvested. For other accounts,
you have four options:
|X| Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional shares
of the Fund.
|X| Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
have them sent to your bank account on AccountLink.
|X| Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.
|X| Reinvest Your Distributions in Another Oppenheimer Fund Account.
You can reinvest all distributions in the same class of shares of another
Oppenheimer Fund account you have established.
Taxes. If your account is not a tax-deferred retirement account, you should
be aware of the following tax implications of investing in the Fund. The
Fund's distributions from long-term capital gains are taxable to shareholders
as long-term capital gains, no matter how long you held your shares.
Dividends paid by the Fund from short-term capital gains and net investment
income are taxable as ordinary income. These dividends and distributions are
subject to Federal income tax and may be subject to state or local taxes.
Your distributions are taxable as described above, whether you reinvest them
in additional shares or take them in cash. Corporate shareholders may be
entitled to the corporate dividends received deduction for some portion of
the Fund's distributions treated as ordinary income, subject to applicable
limitations under the Internal Revenue Code. Every year the Fund will send
you and the IRS a statement showing the aggregate amount of each taxable
distribution you received in the previous year. So that the Fund will not
have to pay taxes on the amounts it distributes to shareholders as dividends
and capital gains, the Fund intends to manage its investments so that it will
qualify as a "regulated investment company" under the Internal Revenue Code,
although it reserves the right not to qualify in a particular year.
|X| "Buying a Dividend": 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, respectively.
|X| Taxes on Transactions: Share redemptions, including redemptions for
exchanges, are subject to capital gains tax. Generally speaking, a capital
gain or loss is the difference between the price you paid for the shares and
the price you received when you sold them.
|X| Returns of Capital: In certain cases distributions made by the Fund
may be considered a non-taxable return of capital to shareholders. If that
occurs, it will be identified in notices to shareholders. A non-taxable
return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular tax
situation.
<PAGE>
APPENDIX A
Special Sales Charge Arrangements for Shareholders of the Fund Who
Were Shareholders of the Former Quest for Value Funds
The initial and contingent sales charge rates and waivers for Class A, Class
B and Class C shares of the Fund described elsewhere in this Prospectus are
modified as described below for those shareholders of (i) Oppenheimer Quest
for Value Fund, Inc., Oppenheimer Quest for Value Growth & Income Fund,
Oppenheimer Quest Opportunity Value Fund, Oppenheimer Quest Small Cap Value
Fund and Oppenheimer Quest Global Value Fund, Inc. on November 24, 1995, when
OppenheimerFunds, Inc. became the investment adviser to those funds, and (ii)
Quest for Value U.S. Government Income Fund, Quest for Value Investment
Quality Income Fund, Quest for Global Income Fund, Quest for Value New York
Tax-Exempt Fund, Quest for Value National Tax-Exempt Fund and Quest for Value
California Tax-Exempt Fund when those funds merged into various Oppenheimer
funds on November 24, 1995. The funds listed above are referred to in this
Prospectus as the "Former Quest for Value Funds." The waivers of initial and
contingent deferred sales charges described in this Appendix apply to shares
of the Fund (i) acquired by such shareholder pursuant to an exchange of
shares of one of the Oppenheimer funds that was one of the Former Quest for
Value Funds or (ii) purchased by such shareholder by exchange of shares of
other Oppenheimer funds that were acquired pursuant to the merger of any of
the Former Quest for Value Funds into an Oppenheimer fund on November 24,
1995.
Class A Sales Charges
|X| Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders
|_| Purchases by Groups, Associations and Certain Qualified Retirement Plans.
The following table sets forth the initial sales charge rates for Class A
shares purchased by a "Qualified Retirement Plan" through a single broker,
dealer or financial institution, or by members of "Associations" formed for
any purpose other than the purchase of securities if that Qualified
Retirement Plan or that Association purchased shares of any of the Former
Quest for Value Funds or received a proposal to purchase such shares from OCC
Distributors prior to November 24, 1995. For this purpose only, a "Qualified
Retirement Plan" includes any 401(k) plan, 403(b) plan, and SEP/IRA or IRA
plan for employees of a single employer.
Front-End Sales Front-End Sales
Number of Charge as a Charge as a Commission as
Eligible Employees Percentage of Percentage of Percentage of
or Members Offering Price Amount Invested Offering Price
9 or fewer 2.50% 2.56% 2.00%
At least 10 but not
more than 49 2.00% 2.04% 1.60%
For purchases by Qualified Retirement plans and Associations having 50 or
more eligible employees or members, there is no initial sales charge on
purchases of Class A shares, but those shares are subject to the Class A
contingent deferred sales charge described on pages __ and __ of this
Prospectus.
Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of eligible employees in a
Qualified Retirement Plan or members of an Association or the sales charge
rate that applies under the Rights of Accumulation described above in the
Prospectus. In addition, purchases by 401(k) plans that are Qualified
Retirement Plans qualify for the waiver of the Class A initial sales charge
if they qualified to purchase shares of any of the Former Quest For Value
Funds by virtue of projected contributions or investments of $1 million or
more each year. Individuals who qualify under this arrangement for reduced
sales charge rates as members of Associations, or as eligible employees in
Qualified Retirement Plans also may purchase shares for their individual or
custodial accounts at these reduced sales charge rates, upon request to the
Fund's Distributor.
|X| Waiver of Class A Sales Charges for Certain Shareholders
Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:
|_| Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.
|_| Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.
|X| Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions
The Class A contingent deferred sales charge will not apply to
redemptions of Class A shares of the Fund purchased by the following
investors who were shareholders of any Former Quest for Value Fund:
|_| Investors who purchased Class A shares from a dealer that is not
or was not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted under
that law.
|_| Participants in Qualified Retirement Plans that purchased shares
of any of the Former Quest For Value Funds pursuant to a special "strategic
alliance" with the distributor of those funds. The Fund's Distributor will
pay a commission to the dealer for purchases of Fund shares as described
above in "Class A Contingent Deferred Sales Charge."
Class A, Class B and Class C Contingent Deferred Sales Charge Waivers
|X| Waivers for Redemptions of Shares Purchased Prior to March 6, 1995. In
the following cases, the contingent deferred sales charge will be waived for
redemptions of Class A, B or C shares of the Fund acquired by merger of a
Former Quest for Value Fund into the Fund or by exchange from an Oppenheimer
fund that was a Former Quest for Value Fund or into which such fund merged,
if those shares were purchased prior to March 6, 1995: in connection with
(i) distributions to participants or beneficiaries of plans qualified under
Section 401(a) of the Internal Revenue Code or from custodial accounts under
Section 403(b)(7) of the Code, Individual Retirement Accounts, deferred
compensation plans under Section 457 of the Code, and other employee benefit
plans, and returns of excess contributions made to each type of plan,
(ii) withdrawals under an automatic withdrawal plan holding only either Class
B or C shares if the annual withdrawal does not exceed 10% of the initial
value of the account, and (iii) liquidation of a shareholder's account if the
aggregate net asset value of shares held in the account is less than the
required minimum value of such accounts.
|X| Waivers for Redemptions of Shares Purchased on or After March 6, 1995 but
Prior to November 24, 1995. In the following cases, the contingent deferred
sales charge will be waived for redemptions of Class A, B or C shares of the
Fund acquired by merger of a Former Quest for Value Fund into the Fund or by
exchange from an Oppenheimer fund that was a Former Quest For Value Fund or
into which such fund merged, if those shares were purchased on or after March
6, 1995, but prior to November 24, 1995: (1) distributions to participants
or beneficiaries from Individual Retirement Accounts under Section 408(a) of
the Internal Revenue Code or retirement plans under Section 401(a), 401(k),
403(b) and 457 of the Code, if those distributions are made either (a) to an
individual participant as a result of separation from service or
(b) following the death or disability (as defined in the Code) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans following
the death or disability of the shareholder(s) (as evidenced by a
determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan (but only
for Class B or C shares) where the annual withdrawals do not exceed 10% of
the initial value of the account; and (5) liquidation of a shareholder's
account if the aggregate net asset value of shares held in the account is
less than the required minimum account value. A shareholder's account will
be credited with the amount of any contingent deferred sales charge paid on
the redemption of any Class A, B or C shares of the Fund described in this
section if within 90 days after that redemption, the proceeds are invested in
the same class of shares in this Fund or another Oppenheimer fund.
<PAGE>
Oppenheimer Large Cap Growth Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
OppenheimerFunds Internet Web Site
http://www.oppenheimerfunds.com
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information and,
if given or made, such information and representations must not be relied
upon as having been authorized by the Fund, OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. or any affiliate thereof. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby in any state to any person to whom it is
unlawful to make such an offer in such state.
PR0775.001.____ * Printed on recycled paper
<PAGE>
Oppenheimer Large Cap Growth Fund
Two World Trade Center, New York, New York 10048-0203
1-800-525-7048
Statement of Additional Information dated _______, 1998
This Statement of Additional Information of Oppenheimer Large Cap
Growth Fund is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus
dated ___________, 1998. 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 above.
Contents
Page
About the Fund
Investment Objective and Policies.......................................
Investment Policies and Strategies......................................
Other Investment Techniques and Strategies..............................
Other Investment Restrictions...........................................
How the Fund is Managed ................................................
Organization and History................................................
Trustees and Officers of the Fund.......................................
The Manager and Its Affiliates..........................................
Brokerage Policies of the Fund..........................................
Performance of the Fund.................................................
Distribution and Service Plans..........................................
About Your Account
How To Buy Shares.......................................................
How To Sell Shares......................................................
How To Exchange Shares..................................................
Dividends, Capital Gains and Taxes......................................
Additional Information About the Fund...................................
Financial Information About the Fund
Independent Auditors' Report............................................
Statement of Assets and Liabilities.....................................
Appendix: Industry Classifications...................................... A-1
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and policies of
the Fund are described in the Prospectus. Set forth below is supplemental
information about those policies and the types of securities in which the
Fund may invest, as well as the strategies the Fund may use to try to achieve
its objective. Certain capitalized terms used in this Statement of
Additional Information have the same meanings as those terms have in the
Prospectus.
In seeking to outperform its benchmark, the Russell 1000(R) Growth Index,
the Fund will allocate its common stock investments among industry sectors in a
manner generally comparable to the sector weightings in the Russell 1000(R)
Growth Index. The Fund anticipates that its sector allocations, as a percentage
of its common stock investments, to larger capitalized industries will generally
be no more than two times that sector=s weighting in the Russell 1000(R) Growth
Index, while its sector allocations to smaller capitalized industries will
generally be no more than three times that sector=s weighting in the Russell
1000(R) Growth Index. "Larger" or "smaller" capitalized industries for this
purpose will be determined by the relative size of the sector within the Russell
1000(R) Growth Index, with any sector representing approximately 10% or more of
the index being considered as a "larger" industry. Notwithstanding these sector
allocation guidelines, the Fund reserves the right to invest up to 10% of its
total assets in any one sector of the Russell 1000(R) Growth Index.
|X| Foreign Securities. As noted in the Prospectus, the Fund may
invest up to 10% of its total assets in securities (which may be denominated
in U.S. dollars or non-U.S. currencies) issued or guaranteed by foreign
corporations, certain supranational entities (described below) and foreign
governments or their agencies or instrumentalities and in securities issued
by U.S. corporations denominated in non-U.S. currencies. The types of
foreign debt obligations and other securities in which the Fund may invest
are the same types of debt and equity securities identified above. Foreign
securities are subject however, to additional risks not associated with
domestic securities, as discussed below. These additional risks may be more
pronounced as to investments in securities issued by emerging market
countries or by companies located in emerging market countries.
"Foreign securities" include equity and debt securities of companies
organized under the laws of countries other than the United States and debt
securities of foreign governments that are traded on foreign securities
exchanges or in the foreign over-the-counter markets. Securities of foreign
issuers that are represented by American Depository Receipts ("ADR's") or
that are listed on a U.S. securities exchange or traded in the U.S.
over-the-counter markets are considered "foreign securities" for the purpose
of the Fund's investment allocations. The Fund anticipates that it would
generally limit its foreign securities investments to ADRs of developed
countries.
Investing in foreign securities offer potential benefits not available
from investing solely in securities of domestic issuers, including the
opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign stock markets that do not move in a
manner parallel to U.S. markets. In buying foreign securities, the Fund may
convert U.S. dollars into foreign currency, but only to effect securities
transactions on foreign securities exchanges and not to hold such currency as
an investment.
|_| Risks of Foreign Investing. Investing in foreign securities
involves special additional risks and considerations not typically associated
with investing in securities of issuers traded in the U.S. These include:
reduction of income by foreign taxes; fluctuation in value of foreign
portfolio investments due to changes in currency rates and control
regulations (e.g., currency blockage); transaction charges for currency
exchange; lack of public information about foreign issuers; lack of uniform
accounting, auditing and financial reporting standards comparable to those
applicable to domestic issuers; less volume on foreign exchanges than on U.S.
exchanges; greater volatility and less liquidity on foreign markets than in
the U.S.; less regulation of foreign issuers, stock exchanges and brokers
than in the U.S.; greater difficulties in commencing lawsuits against foreign
issuers; higher brokerage commission rates than in the U.S.; increased risks
of delays in settlement of portfolio transactions or loss of certificates for
portfolio securities because of the lesser speed and reliability of mail
service between the U.S. and foreign countries than within the U.S.;
possibilities in some countries of expropriation or nationalization of
assets, confiscatory taxation, political, financial or social instability or
adverse diplomatic developments; and differences (which may be favorable or
unfavorable) between the U.S. economy and foreign economies. From time to
time, U.S. Government policies have discouraged certain investments abroad by
U.S. investors, through taxation or other restrictions, and it is possible
that such restrictions could be re-imposed.
|X| Borrowing For Leverage. From time to time, the Fund may increase
its ownership of securities by borrowing from banks on an unsecured basis and
investing the borrowed funds, subject to the restrictions stated in the
Prospectus. Any such borrowing will be made only from banks, and, pursuant
to the requirements of the Investment Company Act of 1940, will only be made
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. If the value of the Fund's assets, when computed in that
manner, should fail to meet the 300% asset coverage requirement, the Fund is
required within three days to reduce its bank debt to the extent necessary to
meet that requirement. To do so, the Fund may have to sell a portion of its
investments at a time when independent investment judgment would not dictate
such sale. Interest on money borrowed is an expense the Fund would not
otherwise incur, so that during periods of substantial borrowings, its
expenses may increase more than funds that do not borrow.
Other Investment Techniques and Strategies
|X| Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the Fund
may have to cause those securities to be registered. The expenses of
registration of restricted securities may be negotiated by the Fund with the
issuer at the time such securities are purchased by the Fund, if such
registration is required before such securities may be sold publicly. When
registration must be arranged because the Fund wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell the
securities and the time the Fund would be permitted to sell them. The Fund would
bear the risks of any downward price fluctuation during that period. The Fund
may also acquire, through private placements, securities having contractual
restrictions on their resale, which might limit the Fund's ability to dispose of
such securities and might lower the amount realizable upon the sale of such
securities. Illiquid securities include repurchase agreements maturing in more
than seven days, or certain participation interests in other than those with
puts exercisable within seven days.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule 144A
under the Securities Act of 1933, provided that those securities have been
determined to be liquid by the Board of Trustees of the Fund or by the
Manager under Board-approved guidelines. Those guidelines take into account
the trading activity for such 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, the Fund's holding of that
security may be deemed to be illiquid.
|X| Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Repurchase
transactions are not considered "loans" for the purpose of the Fund's limit
on the percentage of its assets that can be loaned. Under applicable
regulatory requirements (which are subject to change), the loan collateral on
each business day must at least equal the value of the loaned securities and
must consist of cash, bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities). To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by
the Fund if the demand meets the terms of the letter. Such terms and the
issuing bank must be satisfactory to the Fund. In a portfolio securities
lending transaction, the Fund receives from the borrower an amount equal to
the interest paid or the dividends declared on the loaned securities during
the term of the loan as well as the interest on the collateral securities,
less any finders', administrative or other fees the Fund pays in connection
with the loan. The terms of the Fund's loans must meet applicable tests
under the Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important matter.
|X| Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements for liquidity purposes to meet anticipated redemptions,
or pending the investment of the proceeds from sales of Fund shares, or
pending the settlement of purchases of portfolio securities. In a repurchase
transaction, the Fund acquires a security from, and simultaneously resells it
to, an approved vendor. An "approved vendor" is a U.S. commercial bank or
the U.S. branch of a foreign bank or a broker-dealer which has been
designated a primary dealer in government securities which must meet credit
requirements set by the Fund's Board of Trustees from time to time. The
repurchase 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. The majority of these transactions run
from day to day, and delivery pursuant to the resale typically will occur
within one to five days of the purchase. Repurchase agreements are
considered "loans" under the Investment Company Act, collateralized by the
underlying security. The Fund's 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. Additionally, the Manager will impose
creditworthiness requirements to confirm that the vendor is financially sound
and will continuously monitor the collateral's value.
|X| Hedging with Options and Futures Contracts. The Fund may use
hedging instruments for the purposes described in the Prospectus. When
hedging to attempt to protect against declines in the market value of the
Fund's portfolio, or to permit the Fund to retain unrealized gains in the
value of portfolio securities which have appreciated, or to facilitate
selling securities for investment reasons, the Fund may (i) sell Financial
Futures, (ii) buy puts on such Futures or securities, or (iii) write covered
calls on securities held by it or on Futures. When hedging to establish a
position in the equities market as a temporary substitute for the purchase of
individual equity securities, the Fund may (i) buy Futures or (ii) buy calls
on such Futures or on securities. Normally, the Fund would then purchase the
equity securities and terminate the hedging portion.
The Fund's strategy of hedging with options and Futures will be
incidental to the Fund's investment activities in the underlying cash
market. In the future, the Fund may employ hedging instruments and
strategies that are not presently contemplated but which may be developed, to
the extent such investment methods are consistent with the Fund's investment
objective, and are legally permissible and disclosed in the Prospectus.
Additional information about the hedging instruments the Fund may use is
provided below.
|_| Writing Covered Call Options. When the Fund writes a call on an
investment, it receives a premium and agrees to sell the callable investment
to a purchaser of a corresponding call on the same investment during the call
period (usually not more than 9 months) at a fixed exercise price (which may
differ from the market price of the underlying investment), regardless of
market price changes during the call period. The Fund retains the risk of
loss if the price of the underlying security declines during the call period,
which may be offset to some extent by the premium.
To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction." A profit
or loss will be realized, depending upon whether the net of the amount of the
option transaction costs and the premium received on the call the Fund has
written is more or less than the price of the call the Fund subsequently
purchases. A profit may also be realized if the call lapses unexercised,
because the Fund retains the underlying investment and the premium received.
Those profits are considered short-term capital gains for Federal income tax
purposes, and when distributed by the Fund are taxable as ordinary income.
An option position may be closed out only on a market that provides
secondary trading for option of the same series, and there is no assurance
that a liquid secondary market will exist for a particular option. If the
Fund could not effect a closing purchase transaction due to lack of a market,
it would have to hold the callable investments until the call lapsed or was
exercised.
The Fund may also write calls on Futures without owning a futures
contract or deliverable securities, provided that at the time the call is
written, the Fund covers the call by segregating in escrow an equivalent
dollar amount of deliverable securities or liquid assets. The Fund will
segregate additional liquid assets if the value of the escrowed assets drops
below 100% of the obligation under the Future. In no circumstances would an
exercise notice require the Fund to deliver a futures contract; it would
simply put the Fund in a short futures position, which is permitted by the
Fund's hedging policies.
|_| Writing Put Options. A put option on an investment gives the
purchaser the right to sell, and the writer the obligation to buy, the
underlying investment at the exercise price during the option period.
Writing a put covered by segregated liquid assets equal to the exercise price
of the put has the same economic effect to the Fund as writing a covered
call. The premium the Fund receives from writing a put option represents a
profit, as long as the price of the underlying investment remains above the
exercise price. However, the Fund has also assumed the obligation during the
option period to buy the underlying investment from the buyer of the put at
the exercise price, even though the value of the investment may fall below
the exercise price. If the put expires unexercised, the Fund (as the writer
of the put) realizes a gain in the amount of the premium less transaction
costs. If the put is exercised, the Fund must fulfill its obligation to
purchase the underlying investment at the exercise price, which will usually
exceed the market value of the investment at that time. In that case, the
Fund may incur a loss, equal to the sum of the sale price of the underlying
investment and the premium received minus the sum of the exercise price and
any transaction costs incurred.
When writing put options on securities or on foreign currencies, to
secure its obligation to pay for the underlying security, the Fund will
deposit in escrow liquid assets with a value equal to or greater than the
exercise price of the underlying securities. The Fund therefore foregoes the
opportunity of investing the segregated assets or writing calls against those
assets. As long as the obligation of the Fund as the put writer continues,
it may be assigned an exercise notice by the broker-dealer through whom such
option was sold, requiring the Fund to take delivery of the underlying
security against payment of the exercise price. The Fund has no control over
when it may be required to purchase the underlying security, since it may be
assigned an exercise notice at any time prior to the termination of its
obligation as the writer of the put. This obligation terminates upon
expiration of the put, or such earlier time at which the Fund effects a
closing purchase transaction by purchasing a put of the same series as that
previously sold. Once the Fund has been assigned an exercise notice, it is
thereafter not allowed to effect a closing purchase transaction.
The Fund may effect a closing purchase transaction to realize a profit
on an outstanding put option it has written or to prevent an underlying
security from being put. Furthermore, effecting such a closing purchase
transaction will permit the Fund to write another put option to the extent
that the exercise price thereof is secured by the deposited assets, or to
utilize the proceeds from the sale of such assets for other investments by
the Fund. The Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from writing the option. As above for writing covered calls, any
and all such profits described herein from writing puts are considered
short-term gains for Federal tax purposes, and when distributed by the Fund,
are taxable as ordinary income.
|_| Purchasing Calls and Puts. When the Fund purchases a call (other
than in a closing purchase transaction), it pays a premium and, except as to
calls on financial indices or Financial Futures, has the right to buy the
underlying investment from a seller of a corresponding call on the same
investment during the call period at a fixed exercise price. When the Fund
purchases a call on a financial index or Financial Future, settlement is in
cash rather than by delivery of the underlying investment to the Fund. The
Fund benefits only if the call is sold at a profit or if, during the call
period, the market price of the underlying investment is above the sum of the
call price plus the transaction costs and the premium paid and the call is
exercised. If the call is not exercised or sold (whether or not at a
profit), it will become worthless at its expiration date and the Fund will
lose its premium payment and the right to purchase the underlying investment.
When the Fund purchases a put, it pays a premium and, except as to puts
on financial indices, has the right to sell the underlying investment to a
seller of a corresponding put on the same investment during the put period at
a fixed exercise price. Buying a put on an investment the Fund owns enables
the Fund to protect itself during the put period against a decline in the
value of the underlying investment below the exercise price by selling the
underlying investment at the exercise price to a seller of a corresponding
put. If the market price of the underlying investment is equal to or above
the exercise price and as a result the put is not exercised or resold, the
put will become worthless at its expiration date, and the Fund will lose its
premium payment and the right to sell the underlying investment. The put
may, however, be sold prior to expiration (whether or not at a profit).
Buying a put on an index or on Futures it does not own permits the Fund
either to resell the put or, if applicable, to buy the underlying investment
and sell it at the exercise price. The resale price of the put will vary
inversely with the price of the underlying investment. If the market price
of the underlying investment is above the exercise price, and, as a result,
the put is not exercised, the put will become worthless on its expiration
date. In the event of a decline in price of the underlying investment, the
Fund could exercise or sell the put at a profit to attempt to offset some or
all of its loss on its portfolio securities. When the Fund purchases a put
on an index or a Future not held by it, the put protects the Fund to the
extent that the prices of the underlying Futures move in a similar pattern to
the prices of the securities in the Fund's portfolio.
|_| Futures. The Fund may buy and sell futures contracts related to
financial indices, including stock indices (a "Financial Future"), or to debt
securities ("Interest Rate Futures"). A financial index assigns relative
values to the securities included in the index and fluctuates with the
changes in the market value of those securities. Financial indices cannot be
purchased or sold directly. The contracts obligate the seller to deliver,
and the purchaser to take, cash to settle the futures transaction or to enter
into an offsetting contract. No physical delivery of the securities
underlying the index is made on settling the futures obligation. No monetary
amount is paid or received by a Fund on the purchase or sale of a Financial
Future. An Interest Rate Future obligates the seller to deliver and the
purchaser to rake a specific type of debt security or cash to settle the
futures transaction, or to enter into an offsetting contract.
Upon entering into a Futures transaction, the Fund will be required to
deposit an initial margin payment in cash or U.S. Treasury bills with the
futures commission merchant (the "futures broker"). The initial margin
payment will be deposited with the Fund's Custodian in an account registered
in the futures broker's name; however, the futures broker can gain access to
that account only under specified conditions. As the Future is marked to
market to reflect changes in its market value, subsequent margin payments,
called variation margin, will be paid to or by the futures broker on a daily
basis. Prior to expiration of the Future, if the Fund elects to close out
its position by taking an opposite position, a final determination of
variation margin is made, additional cash is required to be paid by or
released to the Fund, and any loss or gain is then realized for tax
purposes. Although Financial Futures and Interest Rate Futures by their
terms call for settlement by delivery of cash or securities, respectively, in
most cases the obligation is fulfilled by entering into an offsetting
position. All futures transactions are effected through a clearinghouse
associated with the exchange on which the contracts are traded.
|_| Regulatory Aspects of Hedging Instruments. The Fund is required to
operate within certain guidelines and restrictions with respect to its use of
Futures and options on Futures established by the Commodity Futures Trading
Commission ("CFTC"). In particular the Fund is exempted from registration
with the CFTC as a "commodity pool operator" if the Fund complies with the
requirements of Rule 4.5 adopted by the CFTC. The Rule does not limit the
percentage of the Fund's assets that may be used for Futures margin and
related options premiums for a bona fide hedging position. However, under
the Rule the Fund must limit its aggregate initial futures margin and related
option premiums to no more than 5% of the Fund's total assets for hedging
strategies that are not considered bona fide hedging strategies under the
Rule. Under the Rule, the Fund also must use short Futures and Futures
options positions solely for "bona fide hedging purposes" within the meaning
and intent of the applicable provisions of the Commodity Exchange Act.
Transactions in options by the Fund are subject to limitations
established by each of the exchanges governing the maximum number of options
which may be written or held by a single investor or group of investors
acting in concert, regardless of whether the options were written or
purchased on the same or different exchanges or are held in one or more
accounts or through one or more different exchanges or futures brokers.
Thus, the number of options which the Fund may write or hold may be affected
by options written or held by other entities, including other investment
companies having the same or an affiliated investment adviser. Position
limits also apply to Futures. An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain
other sanctions. Due to requirements under the Investment Company Act of
1940 (the "Investment Company Act"), when the Fund purchases a Stock Index
Future, the Fund will maintain in a segregated account or accounts with its
Custodian, liquid assets marketable short-term (maturing in one year or less)
debt instruments in an amount equal to the market value of the securities
underlying such Future, less the margin deposit applicable to it.
|_| Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code (although it reserves the right not to qualify). That
qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them. This avoids
a "double tax" on that income and capital gains, since shareholders normally
will be taxed on the dividends and capital gains they receive from the Fund
(unless the Fund's shares are held in a retirement account or the shareholder
is otherwise exempt from tax).
|_| Risks of Hedging with Futures. In addition to the risks associated
with respect to hedging that are discussed in the Prospectus and above, there
is a risk in using short hedging by selling Futures to attempt to protect
declines in the values of the fund's securities. the risk is that the prices
of the Futures will correlate imperfectly with the behavior of the cash
(i.e., market value) prices of the Fund's securities. The ordinary spreads
between prices in the cash and futures markets are subject to distortions due
to differences in the natures of those markets. First, all participants in
the futures markets are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close out futures contracts through off-setting transactions
which could distort the normal relationship between the cash and futures
markets. Second, the liquidity of the futures markets depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures markets could be reduced, thus producing
distortion. Third, from the point of view of speculators, the deposit
requirements in the futures markets are less onerous than margin requirements
in the securities markets. Therefore, increased participation by speculators
in the futures markets may cause temporary price distortions.
The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the price
of the securities being hedged and movements in the price of the Hedging
Instruments, the Fund may use Hedging Instruments in a greater dollar amount
than the dollar amount of securities being hedged if the historical
volatility of the prices of such securities being hedged is more than the
historical volatility of the applicable index. It is also possible that
where the Fund has used Hedging Instruments in a short hedge, the market may
advance and the value of securities held in the Fund's portfolio may
decline. If this occurred, the Fund would lose money on the Hedging
Instruments and also experience a decline in value in its securities.
However, while this could occur for a very brief period or to a very small
degree, over time the value of a diversified portfolio of securities will
tend to move in the same direction as the indices upon which the Hedging
Instruments are based.
If the Fund uses hedging instruments to establish a position in the
equities markets as a temporary substitute for the purchase of individual
equity securities (long hedging) by buying Futures, it is possible that the
market may decline. If the Fund then concludes not to invest in equity
securities at that time because of concerns as to a possible further market
decline or for other reasons, the Fund will realize a loss on the hedging
instruments that is not offset by a reduction in the price of the equity
securities purchased.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in
the Prospectus. The following are fundamental policies, and together with the
Fund's fundamental policies described in the Prospectus, cannot be changed
without the vote of a "majority" of the Fund's outstanding voting
securities. Such a "majority" vote is defined in the Investment Company Act
as the vote of the holders of the lesser of: (i) 67% or more of the shares
present or represented by proxy at a shareholder meeting, if the holders of
more than 50% of the outstanding shares are present, or (ii) more than 50% of
the outstanding shares.
Under these additional restrictions, the Fund cannot do any of the
following:
|_| The Fund cannot lend money, but the Fund can engage in repurchase
transactions and may invest in all or a portion of an issue of bonds,
debentures, commercial paper, or other similar corporate obligations.
|_| The Fund cannot underwrite securities of other companies, except
insofar as it might be deemed to be an underwriter for purposes of the
Securities Act of 1933 in the resale of any securities held in its own
portfolio.
|_| The Fund cannot invest in real estate or interests in real estate,
but may purchase readily marketable securities of companies holding real
estate or interests therein.
|_| The Fund cannot issue "senior securities," but this does not
prohibit it from borrowing money subject to the provisions set forth in the
Prospectus, including the section titled "Borrowing for Leverage," or from
entering into margin, collateral or escrow arrangements permitted by its
other investment policies.
|_| The Fund cannot invest in physical commodities or commodity
contracts; however, the Fund may (i) buy and sell hedging instruments
permitted by any of its other investment policies, and (ii) buy and sell
options, futures, securities or other instruments backed by, or the
investment return from which is linked to changes in the price of, physical
commodities.
Non-Fundamental Investment Restrictions. The following operating policies of
the Fund are not fundamental policies and, as such, may be changed by vote of
a majority of the Fund's Board of Trustees without shareholder approval.
These additional restrictions provide that the Fund cannot:
|_| The Fund cannot invest for the primary purpose of acquiring control
or management thereof.
......|_| The Fund will not invest 25% or more of its total assets in any one
industry.
|_| The Fund cannot invest in or hold securities of any issuer if those
officers and trustees or directors of the Fund or its adviser owning
individually more than 1/2 of 1% of the securities of such issuer together
own more than 5% of the securities of such issuer.
|_| The Fund cannot purchase securities on margin; however, the Fund
may make margin deposits in connection with any of its investments.
|_| The Fund cannot mortgage, hypothecate or pledge any of its assets;
escrow, collateral or margin arrangements involved with any of its
investments are not considered to involve a mortgage, hypothecation or pledge.
For purposes of the Fund's non-fundamental policy not to concentrate
its assets in any one industry, as set forth immediately above, the Fund has
adopted the industry classifications set forth in Appendix A to this
Statement of Additional Information.
How the Fund Is Managed
Organization and History. As a Massachusetts business trust, the Fund is not
required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting
is called by the Trustees or upon proper request of the shareholders.
Shareholders have the right, upon the declaration in writing or vote of
two-thirds of the outstanding shares of the Fund, to remove a Trustee. The
Trustees will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the record holders of 10% of its
outstanding shares. In addition, if the Trustees receive a request from at
least 10 shareholders (who have been shareholders for at least six months)
holding shares of the Fund valued at $25,000 or more or holding at least 1%
of the Fund's outstanding shares, whichever is less, stating that they wish
to communicate with other shareholders to request a meeting to remove a
Trustee, the Trustees will then either make the Fund's shareholder list
available to the applicants or mail their communication to all other
shareholders at the applicants' expense, or the Trustees may take such other
action as set forth under Section 16(c) of the Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides for
indemnification and reimbursement of expenses out of its property for any
shareholder held personally liable for its obligations. The Declaration of
Trust also provides that the Fund shall, upon request, assume the defense of
any claim made against any shareholder for any act or obligation of the Fund
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a business trust (such as the Fund) to be held personally
liable as a "partner" under certain circumstances, the risk of a Fund
shareholder incurring financial loss on account of shareholder liability is
limited to the relatively remote circumstances in which the Fund would be
unable to meet its obligations described above. Any person doing business
with the Trust, and any shareholder of the Trust, agrees under the Trust's
Declaration of Trust to look solely to the assets of the Trust for
satisfaction of any claim or demand which may arise out of any dealings with
the Trust, and the Trustees shall have no personal liability to any such
person, to the extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers and their
principal occupations and business affiliations during the past five years
are listed below. The address of each Trustee and officer is Two World Trade
Center, New York, New York 10048-0203, unless another address is listed
below. Ms. Macaskill is not a director of Oppenheimer Money Market Fund,
Inc. All of the Trustees are also trustees or directors of Oppenheimer
Global Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Discovery
Fund, Oppenheimer Enterprise Fund, Oppenheimer Global Growth & Income Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer International Growth
Fund, Oppenheimer International Small Company Fund, Oppenheimer Municipal
Bond Fund, Oppenheimer New York Municipal Fund, Oppenheimer California
Municipal Fund, Oppenheimer Multi-State Municipal Trust, Oppenheimer Mid-Cap
Fund, Oppenheimer Multiple Strategies Fund, Oppenheimer Series Fund, Inc.,
Oppenheimer U.S. Government Trust, Oppenheimer Multi-Sector Income Trust and
Oppenheimer World Bond Fund (collectively the "New York-based Oppenheimer
funds"). Messrs. Spiro, Bishop, Bowen, Donohue, Farrar and Zack,
respectively, hold the same offices with the other New York-based Oppenheimer
funds as with the Fund. As of the date of this Statement of Additional
Information, the Manager owned all of the outstanding shares of the Fund as
its initial shareholder and no Trustee or officer of the Fund owned of record
or beneficially any shares of the Fund.
Leon Levy, Chairman of the Board of Trustees; Age: 72
31 West 52nd Street, New York, NY 10019
General Partner of Odyssey Partners, L.P. (investment partnership)(since
1982) and Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, FL 33469
Formerly he held the following positions: Vice Chairman of OppenheimerFunds,
Inc. (the "Manager") (October 1995 to December 1997), Vice President (June
1990 to March 1994) and Counsel of Oppenheimer Acquisition Corp. ("OAC"), the
Manager's parent holding company; Executive Vice President (December 1977 to
October 1995), General Counsel and a director (December 1975 to October 1993)
of the Manager; Executive Vice President and a director of OppenheimerFunds
Distributor, Inc. (the "Distributor") (July 1978 to October 1993); Executive
Vice President and a director of HarbourView Asset Management Corporation
("HarbourView") (April 1986 to October 1995), an investment adviser
subsidiary of the Manager; Vice President and a director (October 1988 to
October 1993) and Secretary (March 1981 to September 1988) of Centennial
Asset Management Corporation ("Centennial"), an investment adviser subsidiary
of the Manager; A director (November 1989 to October 1993) and Executive Vice
President (November 1989 to January 1990) of Shareholder Financial Services,
Inc. ("SFSI"), a transfer agent subsidiary of the Manager; a director of
Shareholder Services, Inc. ("SSI") (August 1984 to October 1993), a transfer
agent subsidiary of the Manager; an officer of other Oppenheimer funds.
Benjamin Lipstein, Trustee; Age: 75
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
Bridget A. Macaskill, President and Trustee;*# Age: 49
President (since June 1991), Chief Executive Officer (since September 1995)
and a Director (since December 1994) of the Manager; President and director
(since June 1991) of HarbourView; Chairman and a director of SSI (since
August 1994), and SFSI (September 1995); President (since September 1995)
and a director (since October 1990) of OAC; President (since September
1995) and a director (since November 1989) of Oppenheimer Partnership
Holdings, Inc., a holding company subsidiary of the Manager; a director of
Oppenheimer Real Asset Management, Inc. (since July 1996); President and a
director (since October 1997) of OppenheimerFunds International Ltd., an
offshore fund manager subsidiary of the Manager ("OFIL") and Oppenheimer
Millennium Funds plc (since October 1997); President and a director or
trustee of other Oppenheimer funds; a director of the NASDAQ Stock Market,
Inc. and of Hillsdown Holdings plc (a U.K. food company); formerly an
Executive Vice President of the Manager.
Elizabeth B. Moynihan, Trustee; Age: 68
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institution), the Institute of Fine Arts (New York University),
National Building Museum; a member of the Trustees Council, Preservation
League of New York State, and of the Indo-U.S. Sub-Commission on Education
and Culture.
Kenneth A. Randall, Trustee; Age: 70
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and oil & gas producer), Texas
Cogeneration Company (cogeneration company), Prime Retail, Inc. (real estate
investment trust); formerly President and Chief Executive Officer of The
Conference Board, Inc. (international economic and business research) and a
director of Lumbermens Mutual Casualty Company, American Motorists Insurance
Company and American Manufacturers Mutual Insurance Company.
Edward V. Regan, Trustee; Age: 67
40 Park Avenue, New York, New York 10016
Chairman of Municipal Assistance Corporation for the City of New York; Senior
Fellow of Jerome Levy Economics Institute, Bard College; a member of the U.S.
Competitiveness Policy Council; a director of River Bank America (real estate
manager); Trustee, Financial Accounting Foundation (FASB and GASB); formerly
New York State Comptroller and trustee, New York State and Local Retirement
Fund.
Russell S. Reynolds, Jr., Trustee; Age: 66
8 Sound Shore Drive, Greenwich, Connecticut 06830
Founder Chairman of Russell Reynolds Associates, Inc. (executive recruiting);
Chairman of Directorship Inc. (corporate governance consulting); a director
of Professional Staff Limited (U.K.); a trustee of Mystic Seaport Museum,
International House and Greenwich Historical Society.
Donald W. Spiro, Vice Chairman and Trustee;* Age: 72
Chairman Emeritus (since August 1991) and a director (since January 1969) of
the Manager; formerly Chairman of the Manager and the Distributor.
Pauline Trigere, Trustee; Age: 85
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and sale of
women's fashions).
Clayton K. Yeutter, Trustee; Age: 67
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel, Hogan & Hartson (a law firm); a director of B.A.T. Industries,
Ltd. (tobacco and financial services), Caterpillar, Inc. (machinery),
ConAgra, Inc. (food and agricultural products), Farmers Insurance Company
(insurance), FMC Corp. (chemicals and machinery) and Texas Instruments, Inc.
(electronics); formerly (in descending chronological order), Counsellor to
the President (Bush) for Domestic Policy, Chairman of the Republican National
Committee, Secretary of the U.S. Department of Agriculture, and U.S. Trade
Representative.
Robert C. Doll, Jr., Vice President and Portfolio Manager; Age: 43
Executive Vice President and Director of the Manager (since January 1993);
Executive Vice President of HarbourView (since January 1993); Vice President
and a director of OAC (since September 1995); an officer of other
Oppenheimer funds.
Andrew J. Donohue, Secretary; Age: 47
Executive Vice President (since January 1993), General Counsel (since
October 1991) and a Director (since September 1995) of the Manager;
Executive Vice President and General Counsel (since September 1993), and a
director (since January 1992) of the Distributor; Executive Vice President,
General Counsel and a director of HarbourView, SSI, SFSI and Oppenheimer
Partnership Holdings, Inc. (since September 1995) and MultiSource
Services, Inc. (a broker-dealer) (since December 1995); President and a
director of Centennial (since September 1995); President, General Counsel and
a director of Oppenheimer Real Asset Management, Inc. (since July 1996);
General Counsel (since May 1996) and Secretary (since April 1997) of OAC; A
director of OFIL and Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age: 61
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President (since September 1987) and Treasurer (since March 1985)
of the Manager; Vice President (since June 1983) and Treasurer (since March
1985) of the Distributor; Vice President (since October 1989) and Treasurer
(since April 1986) of HarbourView; Senior Vice President (since February
1992), Treasurer (since July 1991)and a director (since December 1991) of
Centennial; President, Treasurer and a director of Centennial Capital
Corporation (since June 1989); Vice President and Treasurer (since August
1978) and Secretary (since April 1981) of SSI; Vice President, Treasurer and
Secretary of SFSI (since November 1989); Treasurer of OAC (since June
1990); Treasurer of Oppenheimer Partnership Holdings, Inc. (since November
1989); Vice President and Treasurer of Oppenheimer Real Asset Management,
Inc. (since July 1996); Chief Executive Officer, Treasurer and a director
of MultiSource Services, Inc., a broker-dealer (since December 1995); an
officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 49
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager, Assistant Secretary of SSI (since May 1985), and
SFSI (since November 1989); Assistant Secretary of Oppenheimer Millennium
Funds plc (since October 1997); an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer; Age: 39
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Manager.
Scott T. Farrar, Assistant Treasurer; Age: 32
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Manager.
|X| Remuneration of Trustees. The officers of the Fund and certain
Trustees of the Fund (Ms. Macaskill, and Mr. Spiro) who are affiliated with
the receive no salary or fee from the Fund. Mr. Galli received no salary or
fee from any Oppenheimer fund prior to January 1, 1998. The remaining
Trustees of the Fund are expected to receive the compensation shown below
from the Fund with respect to the Fund's fiscal year ending August 31, 1999.
Compensation is also shown below as to compensation received as a director,
trustee, or member of a committee of the Board of all other New York-based
funds during calendar-year 1997.
Retirement Total
Aggregate Benefits Compensation
Compensation Accrued as From All Other
From Part of Fund New York-based
Name and Position the Fund Expenses Oppenheimer Funds(1)
Robert G. Galli $164 $164 $0
Study Committee
Member and Trustee
Leon Levy, $266 $266 $158,500
Chairman of the Board
and Trustee
Benjamin Lipstein, $216 $216 $137,000
Study Committee
Chairman, Audit
Committee Member
and Trustee(2)
Elizabeth B. Moynihan, $164 $164 $96,500
Study Committee
Member and Trustee
Kenneth A. Randall, $148 $148 $88,500
Audit Committee
Chairman and Trustee
Edward V. Regan, $148 $148 $87,500
Proxy Committee
Chairman, Audit
Committee Member
and Trustee
Russell S. Reynolds, Jr., $110 $110 $65,500
Proxy Committee
Member and Trustee
Pauline Trigere, $98 $98 $58,500
Trustee
Clayton K. Yeutter, $110 $110 $55,500
Proxy Committee
Member and Trustee
- ----------------------
(1)For the 1997 calendar year.
Deferred Compensation Plan. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested Trustees that enables Trustees to elect
to defer receipt of all or a portion of the annual fees they are entitled to
receive from the Fund. Under the plan, the compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee.
The amount paid to the Trustees under the plan will be determined based upon
the performance of the selected funds. Deferral of Trustees' fees under the
plan will not materially affect the Fund's assets, liabilities or net income
per share. The plan will not materially affect the Fund's assets,
liabilities or net income per share. The plan will not obligate the Fund to
retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to any Order issued by the Securities
and Exchange Commission, the Fund may, without shareholder approval and
notwithstanding its fundamental policy restricting investment in other
open-end investment companies, as described above on page __, invest in the
funds selected by the Trustee under the plan for the limited purpose of
determining the value of the Trustee's deferred fee account.
The Fund has adopted a retirement plan that provides for payment to a
retired Trustee of up to 80% of the average compensation paid during that
Trustee's five years of service in which the highest compensation was
received. A Trustee must serve in that capacity for any of the New
York-based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Because each Trustee's retirement benefits will depend on
the amount of the Trustee's future compensation and length of service, the
amount of those benefits cannot be determined at this time, nor can the Fund
estimate the number of years of credited service that will be used to
determine those benefits.
|X| Major Shareholders. As of the date of this Statement of Additional
Information, the Manager was the sole initial shareholder of the Fund's Class
A, Class B, Class C and Class Y shares.
The Manager and Its Affiliates. The Manager is wholly-owned by Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company. OAC is also owned in part by certain of the
Manager's directors and officers, some of whom also serve as officers of the
Fund, and one of whom (Ms. Macaskill) serves as a Trustee of the Fund.
The Manager and the Fund have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees, including
portfolio managers, that would compete with or take advantage of the Fund's
portfolio transactions. Compliance with the Code of Ethics is carefully
monitored and strictly enforced by the Manager.
|X| Portfolio Management. The Portfolio Manager of the Fund is Robert
Doll, Jr., who is principally responsible for the day-to-day management of
the Fund's portfolio. Mr. Doll's background is described in the Prospectus
under "Portfolio Manager." Other members of the Manager's Equity Portfolio
Department, particularly Jane Putnam, provide the Portfolio Manager with
counsel and support in managing the Fund's portfolio. Ms. Putnam is a Vice
President of the Manager and Vice President and Portfolio Manager of
Oppenheimer Capital Appreciation Fund. Previously she was a portfolio manager
and equity research analyst for Chemical Bank.
|X| The Investment Advisory Agreement. The Investment Advisory
Agreement between the Manager and the Fund requires the Manager, at its
expense, to provide the Fund with adequate office space, facilities and
equipment, and to provide and supervise the activities of all administrative
and clerical personnel required to provide effective corporate administration
for the Fund, including 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.
Expenses not expressly assumed by the Manager under the Investment
Advisory Agreement or by the Distributor under the General Distributors
Agreement are paid by the Fund. The Investment Advisory Agreement lists
examples of expenses paid by the Fund, the major categories of which relate
to interest, taxes, brokerage commissions, fees to certain 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 Investment Advisory Agreement contains no expense limitation.
However, because of state regulations limiting fund expenses that previously
applied, the Manager had voluntarily undertaken that the Fund's total
expenses in any fiscal year (including the investment advisory fee but
exclusive of taxes, interest, brokerage commissions, distribution plan
payments and any extraordinary non-recurring expenses, including litigation)
would not exceed the most stringent state regulatory limitation applicable to
the Fund. Due to changes in federal securities laws, such state regulations
no longer apply and the Manager's undertaking is therefore inapplicable and
has been withdrawn. During the Fund's last fiscal year, the Fund's expenses
did not exceed the most stringent state regulatory limit and the voluntary
undertaking was not invoked.
The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties,
or reckless disregard for its obligations and duties under the advisory
agreement, the Manager is not liable for any loss resulting from a good faith
error or omission on its part with respect to any of its duties thereunder.
The advisory 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 right of the Fund to use the name
"Oppenheimer" as part of its name may be withdrawn.
|X| 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 Class A, Class B, Class C and Class
Y shares but is not obligated to sell a specific number of shares. Expenses
normally attributable to sales, including advertising and the cost of
printing and mailing prospectuses (other than those furnished to existing
shareholders), are borne by the Distributor. For additional information
about distribution of the Fund's shares and the expenses connected with such
activities, please refer to "Distribution and Service Plans," below.
|X| The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer
Agent, is responsible for maintaining the Fund's shareholder registry and
shareholder accounting records, and for shareholder servicing and
administrative functions.
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 ("brokers") to effect
the Fund's portfolio transactions. In doing so, the Manager is authorized by
the advisory agreement to employ broker-dealers, including "affiliated"
brokers, as that term is defined in the Investment Company Act, as may, in
its best judgment based on all relevant factors, implement the policy of the
Fund to obtain, at reasonable expense, the "best execution" (prompt and
reliable execution at the most favorable price obtainable) of such
transactions. The Manager need not seek competitive commission bidding but
is expected to minimize the commissions paid to the extent consistent with
the interest and policies of the Fund as established by its Board of
Trustees.
Under the Advisory Agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund and/or
the other accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than another
qualified broker would have charged if a good faith determination is made by
the Manager that the commission is fair and reasonable in relation to the
services provided. Subject to the foregoing considerations, the Manager may
also consider sales of shares of the Fund and other investment companies
managed by the Manager or its affiliates as a factor in the selection of
brokers for the Fund's portfolio transactions.
Description of Brokerage Practices Followed by the Manager. Subject to the
provisions of the Advisory Agreement and the procedures and rules described
above, allocations of brokerage are generally made by the Manager's portfolio
traders based upon recommendations from the Manager's portfolio managers. In
certain instances, portfolio managers may directly place trades and allocate
brokerage, also subject to the provisions of the advisory agreement and the
procedures and rules described above. In either case, brokerage is allocated
under the supervision of the Manager's executive officers. Transactions in
securities other than those for which an exchange is the primary market are
generally done with principals or market makers. Brokerage commissions are
paid primarily for effecting transactions in listed securities and/or for
certain fixed-income agency transactions in the secondary market, and are
otherwise paid only if it appears likely that a better price or execution can
be obtained. When the Fund engages in an option transaction, ordinarily the
same broker will be used for the purchase or sale of the option and any
transaction in the securities to which the option relates. When possible,
concurrent orders to purchase or sell the same security by more than one of
the accounts managed by the Manager or its affiliates are combined. The
transactions effected pursuant to such combined orders are averaged as to
price and allocated in accordance with the purchase or sale orders actually
placed for each account.
Most purchases of money market instruments and debt obligations are
principal transactions at net prices. Instead of using a broker for those
transactions, the Fund normally deals directly with the selling or purchasing
principal or market maker unless it determines that a better price or
execution can be obtained by using a broker. Purchases of these securities
from underwriters include a commission or concession paid by the issuer to
the underwriter. Purchases from dealers include a spread between the bid and
asked price. The Fund seeks to obtain prompt execution of these orders at
the most favorable net price.
The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such other
accounts. Such research, which may be supplied by a third party at the
instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and portfolio
strategy, receipt of market quotations for portfolio evaluations, information
systems, computer hardware 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 for in commission dollars. The Board of
Trustees has permitted the Manager to use concessions on fixed-price
offerings to obtain research, in the same manner as is permitted for agency
transactions. The Board has also permitted the Manager to use stated
commissions on secondary fixed-income agency trades to obtain research where
the broker has represented 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 research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held in
the Fund's portfolio or being considered for purchase. The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees of
the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the Investment Advisory Agreement or the Distribution and
Service Plans described below) annually reviews information furnished by the
Manager as to the commissions paid to brokers furnishing such services so
that the Board may ascertain whether the amount of such commissions was
reasonably related to the value or benefit of such services.
Performance of the Fund
Total Return Information. As described in the Prospectus, from time to time
the "average annual total return," "cumulative total return," "average annual
total return at net asset value" and "total return at net asset value" of an
investment in a class of shares of the Fund may be advertised. An
explanation of how these total returns are calculated for each class and the
components of those calculations is set forth below.
The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each advertised class of shares of the Fund
for the 1-, 5-, and 10-year periods (or the life of the class, if less)
ending as of the most recently-ended calendar quarter prior to the
publication of the advertisement. This enables an investor to compare the
Fund's performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such
information as a basis for comparison with other investments. An investment
in the Fund is not insured; its returns and share prices are not guaranteed
and normally will fluctuate on a daily basis. When redeemed, an investor's
shares may be worth more or less than their original cost. Returns for any
given past period are not a prediction or representation by the Fund of
future returns. The returns of each class of shares of the Fund are affected
by portfolio quality, the type of investments the Fund holds and its
operating expenses allocated to the particular class.
|X| Average Annual Total Returns. The "average annual total return" of
each class is an average annual compounded rate of return for each year in a
specified number of years. It is the rate of return based on the change in
value of a hypothetical initial investment of $1,000 ("P" in the formula
below) held for a number of years ("n") to achieve an Ending Redeemable Value
("ERV") of that investment, according to the following formula:
1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )
|X| Cumulative Total Returns. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an
annual basis. Cumulative total return is determined as follows:
ERV - P
------- = Total Return
P
In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown at net asset
value, as described below). In calculating total returns for Class B shares,
the payment of the contingent deferred sales charge, (5% for the first year,
4% for the second year, 3% for the third and fourth years, 2% for the fifth
year, 1% for the sixth year and none thereafter) is applied to the investment
result for the period shown. For Class C shares, the 1.0% contingent
deferred sales charge is applied to the investment result for the one-year
period (or less). Total returns also assume that all dividends and capital
gains distributions during the period are reinvested at net asset value per
share, and that the investment is redeemed at the end of the period.
|X| Total Returns at Net Asset Value. From time to time the Fund may
also quote an average annual total return at net asset value or a cumulative
total return at net asset value for Class A, Class B, Class C or Class Y
shares. Each is based on the difference in net asset value per share at the
beginning and the end of the period for a hypothetical investment in that
class of shares (without considering front-end or contingent deferred sales
charges) and takes into consideration the reinvestment of dividends and
capital gains distributions.
Total return information may be useful to investors in reviewing the
performance of the Fund's Class A, Class B, Class C or Class Y shares.
However, when comparing total return of an investment in Class A, Class B,
Class C or Class Y shares of the Fund with that of other alternatives,
investors should understand that as the Fund is an equity fund seeking
capital appreciation, its shares are subject to greater market risks and
volatility than shares of funds having other investment objectives and that
the Fund is designed for investors who are willing to accept greater risk of
loss in the hopes of realizing greater gains.
Other Performance Comparisons. From time to time the Fund may publish the
star rankings of the performance of its Class A, Class B, Class C or Class Y
shares by Morningstar, Inc., an independent mutual fund monitoring service.
Morningstar ranks mutual funds in broad investment categories, domestic stock
funds, international stock funds, taxable bond funds and municipal bond
funds, based on risk-adjusted total investment returns. The Fund is ranked
among domestic stock funds. Investment return measures a fund's or class's
one, three, five and ten-year average annual total returns (depending on the
inception of the fund or class) in excess of 90-day U.S. Treasury bill
returns after considering the fund's sales charges and expenses. Risk
measures a fund's or class's performance below 90-day U.S. Treasury bill
returns. Risk and investment return are combined to produce star rankings
reflecting performance relative to the average fund in the fund's category.
Five stars is the "highest ranking (top 10%), four stars is "above average"
(next 22.5%), three stars is "average" '(next 35%), two stars is "below
average" (next 22.5%) and one star is "lowest" (bottom 10%). The current star
ranking is the fund's or class's 3-year ranking or its combined 3- and 5-year
ranking (weighted 60%/40%, respectively), or its combined 3-, 5- and 10-year
ranking (weighted 40%, 30% and 30%, respectively), depending on the inception
of the fund or class. Rankings are subject to change monthly.
The Fund may also compare its performance to that of other funds in its
Morningstar Category. In addition to its star rankings, Morningstar also
categorizes and compares a fund's 3-year performance based on Morningstar's
classification of the fund's investments style, rather than how a fund
defines its investment objective. Morningstar's four broad categories
(domestic equity, international equity, municipal bond and taxable bond) are
each further subdivided into categories based on types of investments and
investment styles. Those comparisons by Morningstar are based on the same
risk and return measurements as its star rankings but do not consider the
effect of sales charges.
From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or Transfer Agent) or the investor services provided by them
to shareholders of the Oppenheimer funds, other than performance rankings of
the Oppenheimer funds themselves. Those ratings or rankings of
shareholder/investor services by third parties may compare the Oppenheimer
funds services to those of other mutual fund families selected by the rating
or ranking services, and may be based upon the opinions of the rating or
ranking service itself, using its own research or judgment, or based upon
surveys of investors, brokers, shareholders or others.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and Distribution
and Service Plans for Class B and Class C shares of the Fund under Rule 12b-1
of the Investment Company Act, pursuant to which the Fund makes payments to
the Distributor in connection with the distribution and/or servicing of the
shares of that class, as described in the Prospectus. Each Plan has been
approved by a vote of (i) the Board of Trustees of the Fund, including a
majority of the Independent Trustees, cast in person at a meeting called for
the purpose of voting on that Plan, and (ii) the holders of a "majority" (as
defined in the Investment Company Act) of the shares of each class. For the
Distribution and Service Plans for Class B and Class C shares, that vote was
cast by the Manager as the sole initial holder of Class B and Class C shares
of the Fund.
In addition, under the Plans the Manager and the Distributor, in their
sole discretion, from time to time may use their own resources (which, in the
case of the Manager, may include profits from the advisory fee it receives
from the Fund) to make payments to brokers, dealers or other financial
institutions (each is referred to as a "Recipient" under the Plans) for
distribution and administrative services they perform, at no cost to the
Fund. The Distributor and the Manager may, in their sole discretion,
increase or decrease the amount of payments they make from their own
resources to Recipients.
Unless terminated as described below, each Plan continues in effect
from year to year but only as long as its continuance is specifically
approved at least annually by the Fund's Board of Trustees and its
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such continuance. Each Plan may be terminated at any
time by the vote of a majority of the Independent Trustees or by the vote of
the holders of a "majority" (as defined in the Investment Company Act) of the
outstanding shares of that class. None of the Plans may be amended to
increase materially the amount of payments to be made unless such amendment
is approved by shareholders of the Class affected by the amendment. In
addition, because Class B shares automatically convert into Class A shares
after six years, the Fund is required to obtain the approval of Class B as
well as Class A shareholders for a proposed amendment to the Class A plan
that would materially increase payments under the plan. Such approval must
be by a "majority" of the Class A and Class B shares (as defined in the
Investment Company Act) voting separately by class. All material amendments
must be approved by the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund shall provide
separate written reports to the Fund's Board of Trustees at least quarterly
for its review, detailing the amount of all payments made pursuant to each
Plan, the purpose for which payments were made and the identity of each
Recipient that received any payment. The reports for the Class B and Class C
Plans shall also include the distribution costs for that quarter, and such
costs for previous fiscal periods that have been carried forward, as
explained in the Prospectus and below. Those reports, including the
allocations on which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary
duty. Each Plan further provides that while it is in effect, the selection
and nomination of those Trustees of the Fund who are not "interested persons"
of the Fund is committed to the discretion of the Independent Trustees. This
does not prevent the involvement of others in such selection and nomination
if the final decision on selection or nomination is approved by a majority of
the Independent Trustees.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers does not exceed a minimum amount, if
any, that may be determined from time to time by a majority of the Fund's
Independent Trustees. Initially, the Board of Trustees has set the fee at
the maximum rate and set no minimum amount of assets to qualify for payment.
Any unreimbursed expenses incurred by the Distributor with respect to
Class A shares for any fiscal year may not be recovered in subsequent years.
Payments received by the Distributor under the Class A Plan will not be used
to pay any interest expense, carrying charge, or other financial costs, or
allocation of overhead by the Distributor.
The Class B and Class C plans allow the service fee payment to be paid
by the Distributor to Recipients in advance for the first year such shares
are outstanding, and thereafter on a quarterly basis, as described in the
Prospectus. The advance payment is based on the net asset value of shares
sold. An exchange of shares does not entitle the Recipient to an advance
service fee payment. In the event shares are redeemed during the first year
that the shares are outstanding, the Recipient will be obligated to repay a
pro rata portion of the advance payment for those shares to the Distributor.
Although the Class B and Class C Plans permit the Distributor to retain
both the asset-based sales charges and the service fee on such shares, or to
pay Recipients the service fee on a quarterly basis without payment in
advance, the Distributor intends to pay the service fee to Recipients in the
manner described above. A minimum holding period may be established from
time to time under the Class B and the Class C Plans by the Board.
Initially, the Board has set no minimum holding period. All payments under
the Class B Plan and the Class C Plans are subject to the limitations imposed
by the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. on payments of asset-based sales charges and service fees. The
Distributor anticipates that it will take a number of years for it to recoup
(from the Fund's payments to the Distributor under the Class B or Class C
Plan and from the contingent deferred sales charges collected on redeemed
Class B or Class C shares) the sales commissions paid to authorized dealers
or brokers.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares. The
availability of three classes of shares permits an investor to choose the
method of purchasing shares that is more beneficial to the investor depending
on the amount of the purchase, the length of time the investor expects to
hold shares and other relevant circumstances. Investors should understand
that the purpose and function of the deferred sales charge and asset-based
sales charge with respect to Class B and Class C shares are the same as those
of the initial sales charge with respect to Class A shares. Any salesperson
or other person entitled to receive compensation for selling Fund shares may
receive different compensation with respect to one class of shares than the
other. The Distributor normally will not accept any order for $500,000 or
more of Class B shares or any order for $1 million or more of Class C shares
on behalf of a single investor (not including dealer "street name" or omnibus
accounts) because generally it will be more advantageous for that investor to
purchase Class A shares of the Fund instead. A fourth class of shares may
be purchased only by certain institutional investors at net asset value per
share (the "Class Y shares").
The three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class B
and Class C shares and the dividends payable on Class B and Class C shares
will be reduced by incremental expenses borne solely by that class, including
the asset-based sales charge to which Class B and Class C shares are subject.
The conversion of Class B shares to Class A shares after six years is
subject to the continuing availability of a private letter ruling from the
Internal Revenue Service, or an opinion of counsel or tax adviser, to the
effect that the conversion of Class B shares does not constitute a taxable
event for the holder under Federal income tax law. If such a revenue ruling
or opinion is no longer available, the automatic conversion feature may be
suspended, in which event no further conversions of Class B shares would
occur while such 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 holder, and absent
such exchange, Class B shares might continue to be subject to the asset-based
sales charge for longer than six years.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B, Class C and Class Y shares
recognizes two types of expenses. General expenses that do not pertain
specifically to any one class are allocated pro rata to the shares of each
class, based on the percentage of the net assets of such class to the Fund's
total assets, and then equally to each outstanding share within a given
class. Such general expenses include (i) management fees, (ii) legal,
bookkeeping and audit fees, (iii) printing and mailing costs of shareholder
reports, Prospectuses, Statements of Additional Information and other
materials for current shareholders, (iv) fees to Independent Trustees, (v)
custodian expenses, (vi) share issuance costs, (vii) organization and
start-up costs, (viii) interest, taxes and brokerage commissions, and (ix)
non-recurring expenses, such as litigation costs. Other expenses that are
directly attributable to a class are allocated equally to each outstanding
share within that class. Such expenses include (i) Distribution Plan fees,
(ii) incremental transfer and shareholder servicing agent fees and expenses,
(iii) registration fees and (iv) shareholder meeting expenses, to the extent
that such expenses pertain to a specific class rather than to the Fund as a
whole.
Determination of Net Asset Values Per Share. The net asset values per share
of Class A, Class B, Class C and Class Y shares of the Fund are determined
as of the close of business of The New York Stock Exchange (the "NYSE") on
each day that the NYSE is open, by dividing the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding. The NYSE normally closes at 4:00 P.M., but may close earlier on
some other days (for example, in case of weather emergencies or days falling
before a holiday). 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, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. It may also close on other
days. The Fund may invest a portion of its assets in foreign securities
primarily listed on foreign exchanges which may trade on Saturdays or
customary U.S. business holidays on which the NYSE is closed. Because the
Fund's price and net asset value will not be calculated on those days, the
Fund's net asset values per share may be significantly affected on such days
when shareholders may not purchase or redeem shares.
The Fund=s Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows:
(i) equity securities traded on a U.S. securities exchange or on the
Automated Quotation System ("NASDAQ") of the Nasdaq Stock Market, Inc.
for which last sale information is regularly reported are valued at the
last reported sale price on the principal exchange for such security or
NASDAQ that day (the "Valuation Date") or, in the absence of sales that
day, at the last reported sale price preceding the Valuation Date if it
is within the spread of the closing "bid" and "asked" prices on the
Valuation Date or, if not, the closing "bid" price on the Valuation
Date;
(ii) equity securities traded on a foreign securities exchange are
valued generally at the last sales price available to the pricing
service approved by the Fund's Board of Trustees or to the Manager as
reported by the principal exchange on which the security is traded at
its last trading session on or immediately preceding the Valuation
Date, or, if unavailable, at the mean between "bid" and "asked" prices
obtained from the principal exchange or two active market makers in the
security on the basis of reasonable inquiry;
(iii) a non-money market fund will value (x) debt instruments that had
a maturity of more than 397 days when issued, (y) debt instruments that
had a maturity of 397 days or less when issued and have a remaining
maturity in excess of 60 days, and (z) non-money market type debt
instruments that had a maturity of 397 days or less when issued and
have a remaining maturity of sixty days or less, at the mean between
"bid" and "asked" prices determined by a pricing service approved by
the Fund's Board of Trustees or, if unavailable, obtained by the
Manager from two active market makers in the security on the basis of
reasonable inquiry;
(iv) money market-type debt securities held by a non-money market fund
that had a maturity of less than 397 days when issued and have a
remaining maturity of 60 days or less, and debt instruments held by a
money market fund that have a remaining maturity of 397 days or less,
shall be valued at cost, adjusted for amortization of premiums and
accretion of discount; and
(v) securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined
under the Board's procedures.
If the Manager is unable to locate two active market makers willing to
give quotes (see (ii) and (iii) above), the security may be priced at the
mean between the "bid" and "asked" prices provided by a single active market
maker (which in certain cases may be the "bid" price if no "asked" price is
available) provided that the Manager is satisfied that the firm rendering the
quotes is reliable and that the quotes reflect the current market value.
The Manager may use pricing services approved by the Board of Trustees
to price U.S. Government securities or corporate debt securities for which
last sale information is not generally available. The pricing service, when
valuing such securities, may use "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield, maturity and other
special factors involved. The Manager will monitor the accuracy of the
pricing services, which may include comparing prices used for portfolio
evaluation to actual sales prices of selected securities.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy shares. Dividends will begin to accrue on such shares on the
day the Fund receives Federal Funds for the purchase through the ACH system
before the close of The New York Stock Exchange that day, which is normally
three days after the ACH transfer is initiated. The Exchange normally closes
at 4:00 P.M., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange, the shares will
be purchased and dividends will begin to accrue on the next regular business
day. The proceeds of ACH transfers are normally received by the Fund 3 days
after the transfers are initiated. The Distributor and the Fund are not
responsible for any delays in purchasing shares resulting from delays in ACH
transmissions.
Reduced Sales Charges. As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Right of Accumulation
and Letter of Intent because of the economies of sales efforts and reduction
in expenses realized by the Distributor, dealers and brokers making such
sales. No sales charge is imposed in certain other circumstances described
in the Prospectus because the Distributor incurs little or no selling
expenses. The term "immediate family" refers to one's spouse, children,
grandchildren, grandparents, parents, parents-in-law, brothers and sisters,
sons- and daughters-in-law, siblings, a sibling's spouse, a spouse's
siblings, aunts, uncles, nieces and nephews. Relation by virtue of a
remarriage (step-children, step-parents, etc.) are included.
|X| The Oppenheimer Funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the
sub-distributor and include the following:
Oppenheimer Bond Fund Oppenheimer Main Street California
Oppenheimer California Municipal Fund Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Main Street Income & Growth
Oppenheimer Champion Income Fund Fund
Oppenheimer Convertible Securities Fund Oppenheimer Mid-Cap Fund
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Municipal Bond Fund
Oppenheimer Disciplined Value Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer New York Municipal Fund
Oppenheimer Enterprise Fund Panorama Series Fund, Inc.
Oppenheimer Equity Income Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Florida Municipal Fund Oppenheimer Quest Capital Value Fund,
Oppenheimer Global Fund Inc.
Oppenheimer Global Growth & Income Fund Oppenheimer Quest Global Value Fund,
Oppenheimer Gold & Special Minerals Fund Inc.
Oppenheimer Growth Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer High Yield Fund Oppenheimer Quest Opportunity Value
Oppenheimer Intermediate Municipal Fund Fund
Oppenheimer Insured Municipal Fund Oppenheimer Quest Small Cap Value Fund
Oppenheimer International Bond Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer International Growth Fund Oppenheimer Real Asset Fund
Oppenheimer International Small Company Rochester Fund Municipals
Fund Oppenheimer Series Fund, Inc.
Limited Term New York Municipal Fund Oppenheimer Strategic Income Fund
Oppenheimer Limited-Term Government Oppenheimer Total Return Fund, Inc.
Fund Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
and the following "Money Market Funds:"
Centennial America Fund, L.P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.
There is an initial sales charge on the purchase of Class A shares of
each of the Oppenheimer funds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).
|X| Letters of Intent. A Letter of Intent (referred to as a "Letter")
is an investor's statement in writing to the Distributor of the intention to
purchase Class A shares of the Fund or Class A and Class B shares of the Fund
and other Oppenheimer funds during a 13-month period (the "Letter of Intent
period"), which may, at the investor's request, include purchases made up to
90 days prior to the date of the Letter. The Letter states the investor's
intention to make the aggregate amount of purchases of shares which, when
added to the investor's holdings of shares of those funds, will equal or
exceed the amount specified in the Letter. Purchases made by reinvestment of
dividends or distributions of capital gains and purchases made at net asset
value without sales charge do not count toward satisfying the amount of the
Letter. A Letter enables an investor to count the Class A and Class B shares
purchased under the Letter to obtain the reduced sales charge rate on
purchases of Class A shares of the Fund (and other Oppenheimer funds) that
applies under the Right of Accumulation to current purchases of Class A
shares. Each purchase under the Letter will be made at the public offering
price applicable to a single lump-sum purchase of shares in the intended
purchase amount, as described in the Prospectus.
In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of Intent
period, when added to the value (at offering price) of the investor's
holdings of shares on the last day of that period, do not equal or exceed the
intended purchase amount, the investor agrees to pay the additional amount of
sales charge applicable to such purchases, as set forth in "Terms of Escrow,"
below (as those terms may be amended from time to time). The investor agrees
that shares equal in value to 5% of the intended purchase amount will be held
in escrow by the Transfer Agent subject to the Terms of Escrow. Also, the
investor agrees to be bound by the terms of the Prospectus, this Statement of
Additional Information and the Application used for such Letter of Intent,
and if such terms are amended, as they may be from time to time by the Fund,
that those amendments will apply automatically to existing Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer funds by
OppenheimerFunds prototype 401(k) plans under a Letter of Intent, the
Transfer Agent will not hold shares in escrow. If the intended purchase
amount under the Letter entered into by an OppenheimerFunds prototype 401(k)
plan is not purchased by the plan by the end of the Letter of Intent period,
there will be no adjustment of commissions paid to the broker-dealer or
financial institution of record for accounts held in the name of that plan.
If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the commissions
previously paid to the dealer of record for the account and the amount of
sales charge retained by the Distributor will be adjusted to the rates
applicable to actual purchases. If total eligible purchases during the
Letter of Intent period exceed the intended purchase amount and exceed the
amount needed to qualify for the next sales charge rate reduction set forth
in the applicable prospectus, the sales charges paid will be adjusted to the
lower rate, but only if and when the dealer returns to the Distributor the
excess of the amount of commissions allowed or paid to the dealer over the
amount of commissions that apply to the actual amount of purchases. The
excess commissions returned to the Distributor will be used to purchase
additional shares for the investor's account at the net asset value per share
in effect on the date of such purchase, promptly after the Distributor's
receipt thereof.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer of
record and/or the investor to advise the Distributor about the Letter in
placing any purchase orders for the investor during the Letter of Intent
period. All of such purchases must be made through the Distributor.
|_| Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if necessary)
made pursuant to a Letter, shares of the Fund equal in value up to 5% of the
intended purchase amount specified in the Letter shall be held in escrow by
the Transfer Agent. For example, if the intended purchase amount is $50,000,
the escrow shall be shares valued in the amount of $2,500 (computed at the
public offering price adjusted for a $50,000 purchase). Any dividends and
capital gains distributions on the escrowed shares will be credited to the
investor's account.
2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor an
amount equal to the difference between the dollar amount of sales charges
actually paid and the amount of sales charges which would have been paid if
the total amount purchased had been made at a single time. Such sales charge
adjustment will apply to any shares redeemed prior to the completion of the
Letter. If such difference in sales charges is not paid within twenty days
after a request from the Distributor or the dealer, the Distributor will,
within sixty days of the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales charges. Full
and fractional shares remaining after such redemption will be released from
escrow. If a request is received to redeem escrowed shares prior to the
payment of such additional sales charge, the sales charge will be withheld
from the redemption proceeds.
4. 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.
5. The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include (a) Class A
shares sold with a front-end sales charge or subject to a Class A contingent
deferred sales charge, (b) Class B shares of other Oppenheimer funds acquired
subject to a contingent deferred sales charge, and (c) Class A or B shares
acquired in exchange for either (i) Class A shares of one of the other
Oppenheimer funds that were acquired subject to a Class A initial or
contingent deferred sales charge or (ii) Class B shares of one of the other
Oppenheimer funds that were acquired subject to a contingent deferred sales
charge.
6. Shares held in escrow hereunder will automatically be exchanged for
shares of another fund to which an exchange is requested, as described in the
section of the Prospectus entitled "How to Exchange Shares," and the escrow
will be transferred to that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a bank account,
a check (minimum $25) for the initial purchase must accompany the
Application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of the Fund to use those accounts for monthly
automatic purchases of shares of up to four other Oppenheimer funds. If you
make payments from your bank account to purchase shares of the Fund, your
bank account will be automatically debited normally four to five business
days prior to the investment dates selected in the Account Application.
Neither the Distributor, the Transfer Agent nor the Fund shall be responsible
for any delays in purchasing shares resulting from delays in ACH
transmission.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply to shares
purchased by Asset Builder payments. An application should be obtained from
the Distributor, completed and returned, and a prospectus of the selected
fund(s) should be obtained from the Distributor or your financial advisor
before initiating Asset Builder payments. The amount of the Asset Builder
investment may be changed or the automatic investments may be terminated at
any time by writing to the Transfer Agent. A reasonable period
(approximately 15 days) is required after the Transfer Agent's receipt of
such instructions to implement them. The Fund reserves the right to amend,
suspend, or discontinue offering such plans at any time without prior notice.
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 value 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.
Retirement Plans. In describing certain types of employee benefit plans that
may purchase Class A shares without being subject to the Class A contingent
differed sales charge, the term "employee benefit plan" means any plan or
arrangement, whether or not "qualified" under the Internal Revenue Code,
including, medical savings accounts, payroll deduction plans or similar plans
in which Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or of
affiliated employers, if the Fund account is registered in the name of the
fiduciary or other person for the benefit of participants in the plan.
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans other than
public school 403(b) plans, and SIMPLE plans) for employees of a corporation
or a 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 or association has made special
arrangements with the Distributor and all members of the group or association
participating in or who are eligible to participate in the plan(s) purchase
Class A shares of the Fund through a single investment dealer, broker or
other financial institution designated by the group. "Group retirement plan"
also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase Class A shares of the Fund through
a single investment dealer, broker, or other financial institution, if that
broker-dealer has made special arrangements with the Distributor enabling
those plans to purchase Class A shares of the Fund at net asset value but
subject to a contingent deferred sales charge.
In addition to the discussion in the Prospectus relating to the ability
of Retirement Plans to purchase Class A shares at net asset value in certain
circumstances, there is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds by a Retirement Plan in
the following cases:
(i) the recordkeeping for the Retirement Plan is performed on a daily
valuation basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill
Lynch") and, on the date the plan sponsor signs the Merrill Lynch
recordkeeping service agreement, the Retirement Plan has $3 million or
more in assets invested in mutual funds other than those advised or
managed by Merrill Lynch Asset Management, L.P. ("MLAM") that are made
available pursuant to a Service Agreement between Merrill Lynch and the
mutual fund's principal underwriter or distributor and in funds advised
or managed by MLAM (collectively, the "Applicable Investments"); or
(ii) the recordkeeping for the Retirement Plan is performed on a daily
valuation basis by an independent record keeper whose services are
provided under a contract or arrangement between the Retirement Plan
and Merrill Lynch. On the date the plan sponsor signs the Merrill
Lynch record keeping service agreement, the Plan must have $3 million
or more in assets, excluding assets held in money market funds,
invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by
the Merrill Lynch plan conversion manager on the date the plan sponsor
signs the Merrill Lynch record keeping service agreement.
If a Retirement Plan's records are maintained on a daily valuation
basis by Merrill Lynch or an independent record keeper under a contract or
alliance arrangement with Merrill Lynch, and if on the date the plan sponsor
signs the Merrill Lynch record keeping service agreement the Retirement Plan
has less than $3 million in assets, excluding money market funds, invested in
Applicable Investments, then the Retirement Plan may purchase only Class B
shares of one or more of the Oppenheimer funds. Otherwise, the Retirement
Plan will be permitted to purchase Class A shares of one or more of the
Oppenheimer funds. Any of those Retirement Plans that currently invest in
Class B shares of the Fund will have their Class B shares be converted to
Class A shares of the Fund once the Plan's Applicable Investments have
reached $5 million.
Any redemptions of shares of the Fund held by Retirement Plans whose
records are maintained on a daily valuation basis by Merrill Lynch or an
independent record keeper under a contract with Merrill Lynch that are
currently invested in Class B shares of the Fund shall not be subject to the
Class B CDSC.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
|X| Involuntary Redemptions. The Fund's Board of Trustees has the right
to cause the involuntary redemption of the shares held in any account if the
aggregate net asset value of those shares is less than $500 or such lesser
amount as the Board may fix. The Board of Trustees will not cause the
involuntary redemption of shares in an account if the aggregate net asset
value of the shares has fallen below the stated minimum solely as a result of
market fluctuations. Should the Board elect to exercise this right, it may
also fix, in accordance with the Investment Company Act, the requirements for
any notice to be given to the shareholders in question (not less than 30
days), or the Board may set requirements for granting permission to the
shareholder to increase the investment, and set other terms and conditions so
that the shares would not be involuntarily redeemed.
|X| Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, the Board of
Trustees of the Fund may determine that it would be detrimental to the best
interests of the remaining shareholders of the Fund to make payment of a
redemption order wholly or partly in cash. In that case the Fund may pay the
redemption proceeds in whole or in part by a distribution "in kind" of
securities from the portfolio of the Fund, in lieu of cash, in conformity
with applicable rules of the Securities and Exchange Commission. The Fund
has elected to be governed by Rule 18f-1 under the Investment Company Act,
pursuant to which the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the net assets of the Fund during any 90-day
period for any one shareholder. If shares are redeemed in kind, the redeeming
shareholder might incur brokerage or other costs in selling the securities
for cash. The method of valuing securities used to make redemptions in kind
will be the same as the method the Fund uses to value its portfolio
securities described above under "Determination of Net Asset Values Per
Share" and that valuation will be made as of the time the redemption price is
determined.
Reinvestment Privilege. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of (i) Class A shares that
you purchased subject to an initial sales charge, or (ii) Class B shares that
were subject to the Class B contingent deferred sales charge when redeemed.
The reinvestment may be made without sales charge only in Class A shares of
the Fund or any of the other Oppenheimer funds into which shares of the Fund
are exchangeable as described below, at the net asset value next computed
after the Transfer Agent receives the reinvestment order. The shareholder
must ask the Distributor for that privilege at the time of reinvestment. 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 has been 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 of 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, in that case the sales charge would be added to the basis of the
shares acquired by the reinvestment of the redemption proceeds. The Fund may
amend, suspend or cease offering this reinvestment privilege at any time as
to shares redeemed after the date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a contingent
deferred sales charge of either class at the time of transfer to the name of
another person or entity (whether the transfer occurs by absolute assignment,
gift or bequest, not involving, directly or indirectly, a public sale). The
transferred shares will remain subject to the contingent deferred sales
charge, calculated as if the transferee shareholder had acquired the
transferred shares in the same manner and at the same time as the
transferring shareholder. If less than all shares held in an account are
transferred, and some but not all shares in the account would be subject to a
contingent deferred sales charge if redeemed at the time of transfer, the
priorities described in the Prospectus under "How to Buy Shares" for the
imposition of the Class B or Class C contingent deferred sales charge will be
followed in determining the order in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SAR-SEPs, 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 in "How To Sell Shares" in the Prospectus or on the back
cover of this Statement of Additional Information. The request must: (i)
state the reason for the distribution; (ii) state the owner's awareness of
tax penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption requirements.
Participants (other than self-employed persons maintaining a plan account in
their own name) in OppenheimerFunds-sponsored prototype pension,
profit-sharing, or 401(k) plans may not directly redeem or exchange shares
held for their account under those plans. The employer or plan administrator
must sign the request. 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
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, the Trustee and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be
responsible for any tax penalties assessed in connection with a distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers. The
Distributor is the Fund's agent to repurchase its shares from authorized
dealers or brokers on behalf of their customers. The shareholder should
contact the broker or dealer to arrange this type of redemption. The
repurchase price per share will be the net asset value next computed after
the Distributor receives the order placed by the dealer or broker, except
that if the Distributor receives a repurchase order from a dealer or broker
after the close of The New York Stock Exchange on a regular business day, it
will be processed at that day's net asset value if the order was received by
the dealer or broker from its customer prior to the time the Exchange closed
(normally, that is 4:00 P.M., but may be earlier some days) and the order was
transmitted to and received by the Distributor prior to its close of business
that day (normally 5:00 P.M.). Ordinarily, for accounts redeemed by a
broker-dealer under this procedure, payment will be made within three
business days after the shares have been redeemed upon the Distributor's
receipt of the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the redemption documents
as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(minimum $50) automatically on a monthly, quarterly, semi-annual or annual
basis under an Automatic Withdrawal Plan. Shares will be redeemed three
business days prior to the date requested by the shareholder for receipt of
the payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable to all
shareholders of record and sent to the address of record for the account (and
if the address has not been changed within the prior 30 days). Required
minimum distributions from OppenheimerFunds-sponsored retirement plans may
not be arranged on this basis. Payments are normally made by check, but
shareholders having AccountLink privileges (see "How To Buy Shares") may
arrange to have Automatic Withdrawal Plan payments transferred to the bank
account designated on the OppenheimerFunds New Account Application or
signature-guaranteed instructions. Shares are normally redeemed pursuant to
an Automatic Withdrawal Plan three business days before the date you select
in the Account Application. If a contingent deferred sales charge applies to
the redemption, the amount of the check or payment will be reduced
accordingly. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B and Class C shareholders should not establish
withdrawal plans that would require the redemption of shares held less than 6
years or 12 months, respectively, because of the imposition of the Class B or
Class C contingent deferred sales charge on such withdrawals (except where
the Class B or Class C contingent deferred sales charge is waived as
described in the Prospectus under "Waivers of Class B and Class C Sales
Charges").
By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans, as stated below
as well as the Prospectus. These provisions may be amended from time to time
by the Fund and/or the Distributor. When adopted, such amendments will
automatically apply to existing Plans.
|X| Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund for
shares (of the same class) of other Oppenheimer funds automatically on a
monthly, quarterly, semi-annual or annual basis under an Automatic Exchange
Plan. The minimum amount that may be exchanged to each other fund account is
$25. Exchanges made under these plans are subject to the restrictions that
apply to exchanges as set forth in "How to Exchange Shares" in the Prospectus
and below in this Statement of Additional Information.
|X| Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and 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 upon the amount withdrawn, the investor's principal may
be depleted. Payments made under withdrawal plans should not be considered
as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic Withdrawal
Plan (the "Plan") as agent for the investor (the "Planholder") who executed
the Plan authorization and application submitted to the Transfer Agent. The
Transfer Agent shall incur no liability to the Planholder for any action
taken or omitted by the Transfer Agent in good faith to administer the Plan.
Certificates will not be issued for shares of the Fund purchased for and held
under the Plan, but the Transfer Agent will credit all such shares to the
account of the Planholder on the records of the Fund. Any share certificates
held by a Planholder may be surrendered unendorsed to the Transfer Agent with
the Plan application so that the shares represented by the certificate may be
held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date. Checks
or AccountLink payments of the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the
payment (receipt of payment on the date selected cannot be guaranteed),
according to the choice specified in writing by the Planholder.
The amount and the interval of disbursement payments and the address to
which checks are to be mailed or AccountLink payments are to be sent may be
changed at any time by the Planholder by writing to the Transfer Agent. The
Planholder should allow at least two weeks' time in mailing such notification
for the requested change to be put in effect. The Planholder may, at any
time, instruct the Transfer Agent by written notice (in proper form in
accordance with the requirements of the then-current Prospectus of the Fund)
to redeem all, or any part of, the shares held under the Plan. In that case,
the Transfer Agent will redeem the number of shares requested at the net
asset value per share in effect in accordance with the Fund's usual
redemption procedures and will mail a check for the proceeds to the
Planholder.
The Plan may be terminated at any time by the Planholder by writing to
the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund. The
Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder. Upon
termination of a Plan by the Transfer Agent or the Fund, shares that have not
been redeemed from the account will be held in uncertificated form in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued without
causing the withdrawal checks to stop because of exhaustion of uncertificated
shares needed to continue payments. However, should such uncertificated
shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to
act as agent in administering the Plan.
How To Exchange Shares
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. Shares of
Oppenheimer funds that have a single class without a class designation are
deemed "Class A" shares for this purpose. All of the Oppenheimer funds offer
Class A, B and C shares except Oppenheimer Money Market Fund, Inc.,
Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial California
Tax Exempt Trust and Centennial America Fund, L.P. which only offer Class A
shares, and Oppenheimer Main Street California Municipal Fund, which only
offers Class A and Class B shares (Class B and Class C shares of Oppenheimer
Cash Reserves are generally available only by exchange from the same class of
shares of other Oppenheimer funds or through OppenheimerFunds-sponsored
401(k) plans). A current list showing which funds offer which class can be
obtained by calling the Distributor at 1-800-525-7048.
For accounts established on or before March 8, 1996 holding Class M
shares of Oppenheimer Convertible Securities Fund, Class M shares can be
exchanged only for Class A shares of other Oppenheimer funds. Exchanges to
Class M shares of Oppenheimer Convertible Securities Fund are permitted from
Class A shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
Reserves that were acquired by exchange from Class M shares. Otherwise no
exchanges of any class of any Oppenheimer fund into Class M shares are
permitted.
Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any Money Market Fund. Shares of any Money Market Fund
purchased without a sales charge may be exchanged for shares of Oppenheimer
funds offered with a sales charge upon payment of the sales charge (or, if
applicable, may be used to purchase shares of Oppenheimer funds subject to a
contingent deferred sales charge). However, shares of Oppenheimer Money
Market Fund, Inc. purchased with the redemption proceeds of shares of other
mutual funds (other than funds managed by the Manager or its subsidiaries)
redeemed within the 30 days prior to that purchase may subsequently be
exchanged for shares of other Oppenheimer funds without being subject to an
initial or contingent deferred sales charge, whichever is applicable. To
qualify for that privilege, the investor or the investor's dealer must notify
the Distributor of eligibility for this privilege at the time the shares of
Oppenheimer Money Market Fund, Inc. are purchased, and, if requested, must
supply proof of entitlement to this privilege.
Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds (except Oppenheimer
Cash Reserves) or from any unit investment trust for which reinvestment
arrangements have been made with the Distributor may be exchanged at net
asset value for shares of any of the Oppenheimer funds.
No contingent deferred sales charge is imposed on exchanges of shares
of either class purchased subject to a contingent deferred sales charge. No
contingent deferred sales charge is imposed on exchanges of shares of any
class purchased subject to a contingent deferred sales charge. However, if
you redeem Class A shares of the Fund that were acquired by exchange of Class
A shares of other Oppenheimer funds purchased subject to a Class A contingent
deferred sales charge within 18 months of the end of the calendar month of
the purchase of the exchanged Class A shares, the Class A contingent deferred
sales charge is imposed on the redeemed shares (see "Class A Contingent
Deferred Sales Charge" in the Prospectus). The Class B contingent deferred
sales charge is imposed on Class B shares acquired by exchange if they are
redeemed within six years of the initial purchase of the exchanged Class B
shares. The Class C contingent deferred sales charge is imposed on Class C
shares acquired by exchange if they are redeemed within 12 months of the
initial purchase of the exchanged Class C shares. The Class C contingent
deferred sales charge is imposed on Class C shares acquired by exchange if
they are redeemed within 12 months of the initial purchase of the exchanged
Class C shares.
When Class B or Class C shares are redeemed to effect an exchange, the
priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or Class C contingent deferred sales charge will be
followed in determining the order in which the shares are exchanged.
Shareholders should take into account the effect of any exchange on the
applicability and rate of any contingent deferred sales charge that might be
imposed in the subsequent redemption of remaining shares. Shareholders
owning shares of more than one class must specify whether they intend to
exchange Class A, Class B or Class C shares.
When exchanging shares by telephone, a shareholder must either have an
existing account in, or obtain and acknowledge receipt of a prospectus of,
the fund to which the exchange is to be made. For full or partial exchanges
of an account made by telephone, any special account features such as Asset
Builder Plans, Automatic Withdrawal Plans and retirement plan contributions
will be switched to the new account unless the Transfer Agent is instructed
otherwise. 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.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the "Redemption
Date"). Normally, shares of the fund to be acquired are purchased on the
Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it 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 different Oppenheimer funds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment 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. "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of redemption proceeds
in such cases. 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.
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on shares of record
held at the time of the previous determination of net asset value, or as
otherwise described in "How to Buy Shares." Daily dividends on newly
purchased shares will not be declared or paid until such time as Federal
Funds (funds credited to a member bank's account at the Federal Reserve Bank)
are available from the purchase payment for such shares. Normally, purchase
checks received from investors are converted to Federal Funds on the next
business day. Dividends will be declared on shares repurchased by a dealer
or broker for three business days following the trade date (i.e., to and
including the day prior to settlement of the repurchase). If all shares in
an account are redeemed, all dividends accrued on shares of the same class in
the account will be paid together with the redemption proceeds.
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks to
the Transfer Agent, to enable the investor to earn a return on otherwise idle
funds.
The amount of a class's distributions may vary from time to time
depending on market conditions, the composition of a Fund's portfolio, and
expenses borne by the Fund or borne separately by a class, as described in
"Alternative Sales Arrangements -- Class A, Class B and Class C shares"
above. Dividends are calculated in the same manner, at the same time and on
the same day for shares of each class. However, dividends on Class B and
Class C shares are expected to be lower than dividends on Class A and Class Y
shares as a result of the asset-based sales charges on Class B and Class C
shares, and will also differ in amount as a consequence of any difference in
net asset value between the classes.
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains and
Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction for
corporate shareholders. Corporate shareholders may be entitled to the
corporate dividends received deduction for some portion of the Fund's
distributions treated as ordinary income, subject to applicable limitations
under the Internal Revenue Code. Long-term capital gains distributions are
not eligible for the deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends that the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days. A
corporate shareholder will not be eligible for the deduction on dividends
paid on Fund shares held for 45 days or less. To the extent the Fund's
dividends are derived from gross income from option premiums, interest income
or short-term gains from the sale of securities or dividends from foreign
corporations, those dividends will not qualify for the deduction.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on
amounts paid by it as dividends and distributions. The Fund qualified as a
regulated investment company in its last fiscal year and intends to qualify
in future years, but reserves the right not to qualify. The Internal Revenue
Code contains a number of complex tests relating to qualification which the
Fund might not meet in a particular year. If it does not qualify, the Fund
will be treated for tax purposes as an ordinary corporation and will receive
no tax deduction for payments of dividends and distributions made to
shareholders.
Under the Internal Revenue Code, by December 31 each year, the Fund
must distribute 98% of its taxable investment income earned from January 1
through December 31 of that year and 98% of its capital gains realized in the
period from November 1 of the prior year through October 31 of the current
year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet those
requirements, the Fund's Board of Trustees and the Manager might determine in
a particular year that it would be in the best interest of shareholders for
the Fund not to make such distributions at the required levels and to pay the
excise tax on the undistributed amounts. That would reduce the amount of
income or capital gains available for distribution to shareholders.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds listed in "Reduced Sales
Charges," above, at net asset value without sales charge. To elect this
option, a shareholder must notify the Transfer Agent in writing and either
have an existing account in the fund selected for reinvestment or must obtain
a prospectus for that fund and an application from the Distributor to
establish an account. The investment will be made at the net asset value per
share in effect at the close of business on the payable date of the dividend
or distribution. Dividends and/or distributions from certain of the
Oppenheimer funds may be invested in shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. The Bank of New York is the Custodian of the Fund's assets.
The Custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities, collecting income on the portfolio securities
and handling the delivery of such securities to and from the Fund. The
Manager has represented to the Fund that the banking relationships between
the Manager and the Custodian have been and will continue to be unrelated to
and unaffected by the relationship between the Fund and the Custodian. It
will be 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.
Independent Auditors. The independent auditors of the Fund audit the Fund's
financial statements and perform other related audit services. They also act
as auditors for certain other funds advised by the Manager and its
affiliates.
- --------
*Trustee who is an "interested person" of the Fund.
#Not a Director of Oppenheimer Money Market Fund, Inc.
*Trustee who is an "interested person" of the Fund.
<PAGE>
Independent Auditors' Report
The Board of Trustees and Shareholder
Oppenheimer Large Cap Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Large Cap Growth Fund as of November 30, 1998. This financial
statement is the responsibility of the Fund's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
Our procedures include confirmation of cash in bank by correspondence with
the custodian. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of Oppenheimer
Large Cap Growth Fund as of November 30, 1998 in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
December 4, 1998
<PAGE>
Oppenheimer LargeCap Growth Fund
Statement of Assets and Liabilities
Nov. 30, 1998
Assets: Composite Class A Class Y
--------- ------- -------
Cash $101,000
Total Assets 101,000
Total Liabilities $0
Net Assets $101,000
========
Net Assets - Applicable to 10,000 Class A shares
and 100 Class Y shares of beneficial interest
outstanding $101,000 $100,000 $1,000
Net Asset Value Per Share (net assets divided
by 10,000 and 100 shares of beneficial interest
for Class A and Class Y respectively.) $10.00 $10.00
Maximum Offering Price Per Share (net asset
value plus sales charge of 5.75% of offering price
for Class A shares) $10.61 $10.00
Notes:
1. Oppenheimer LargeCap Growth Fund (the "Fund"), a diversified, open-end
management investment company, was formed on January 14, 1998, and has had
no operations through November 30, 1998 other than those relating to
organizational matters and the sale and issuance of 10,000 Class A shares
and 100 Class Y shares of beneficial interest to OppenheimerFunds, Inc.
(OFI)
2. On August 7, 1997 the Fund's Board approved an Investment Advisory
Agreement with OFI, a Service Plan and Agreement for Class A shares of the
Fund with OppenheimerFunds Distributor, Inc. (OFDI) and a General
Distributor's Agreement with OFDI as explained in the Fund's Prospectus and
Statement of Additional Information.
3. Prior to June 30, 1998, OFI assumed all organization costs which were
estimated at $16,177.
4. The Fund intends to comply in its initial fiscal year and thereafter with
provisions of the Internal Revenue Code applicable to regulated investment
companies and as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) distributed
to shareholders.
<PAGE>
Appendix
Corporate Industry Classifications
Aerospace/Defense Gas Utilities
Air Transportation Gold
Auto Parts Distribution Health Care/Drugs
Automotive Health Care/Supplies & Services
Bank Holding Companies Homebuilders/Real Estate
Banks Hotel/Gaming
Beverages Industrial Services
Broadcasting Information Technology
Broker-Dealers Insurance
Building Materials Leasing & Factoring
Cable Television Leisure
Chemicals Manufacturing
Commercial Finance Metals/Mining
Computer Hardware Nondurable Household Goods
Computer Software Oil - Integrated
Conglomerates Paper
Consumer Finance Publishing/Printing
Containers Railroads
Convenience Stores Restaurants
Department Stores Savings & Loans
Diversified Financial Shipping
Diversified Media Special Purpose Financial
Drug Stores Specialty Retailing
Drug Wholesalers Steel
Durable Household Goods Supermarkets
Education Telecommunications - Technology
Electric Utilities Telephone - Utility
Electrical Equipment Textile/Apparel
Electronics Tobacco
Energy Services & Producers Toys
Entertainment/Film Trucking
Environmental Wireless Services
Food
<PAGE>
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, NY 10015
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
PX0775
<PAGE>
OPPENHEIMER LARGE CAP GROWTH FUND
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Financial Highlights (see Part A, Prospectus): Not applicable.
(2) Report of Independent Auditors (see Part B, Statement of Additional
Information): Filed herewith.
(3) Statement of Investments (see Part B): Not applicable.
(4) Statement of Assets and Liabilities (see Part B): Filed herewith.
(5) Statement of Operations (see Part B): Not applicable.
(6) Statement of Changes in Net Assets(see Part B): Not applicable
(7) Notes to Financial Statements (see Part B): Not applicable.
(b) Exhibits
(1) (i) Declaration of Trust dated as of 1/14/98: Previously filed
with Registrant's Registration Statement, 1/20/98, and incorporated herein by
reference.
(ii) Amended and Restated Declaration of Trust dated as of 4/27/98:
Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(2) Amended and Restated By-Laws dated as of 6/4/98: Previously filed with
Pre-Effective Amendment No. 2 to Registrant's Registration Statement, 6/19/98,
and incorporated herein by reference.
(3) Not applicable.
(4) (i) Specimen Share Certificate for Registrant's Class A Shares:
Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(ii) Specimen Share Certificate for Registrant's Class B Shares:
Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(iii) Specimen Share Certificate for Registrant's Class C
Shares: Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(iv) Specimen Share Certificate for Registrant's Class Y Shares:
Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(5) Investment Advisory Agreement: Previously filed with Pre-Effective
Amendment No. 1 to Registrant's Registration Statement, 5/6/98, and
incorporated herein by reference.
(6) (i) General Distributor's Agreement: Previously filed with
Pre-Effective Amendment No. 1 to Registrant's Registration Statement, 5/6/98,
and incorporated herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer Agreement:
Filed with Post-Effective Amendment No. 14 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and
incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency Agreement:
Filed with Post-Effective Amendment No. 14 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and
incorporated herein by reference.
(v) Broker Agreement between Oppenheimer Fund Management, Inc. and
Newbridge Securities dated 10/1/86: Filed with Post-Effective Amendment No.
25 to the Registration Statement of Oppenheimer Growth Fund (Reg. No.
2-45272), 11/1/86, refiled with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer Growth Fund (Reg. No. 2-45272),
8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(7) Retirement Plan for Non-Interested Trustees dated 6/7/90: Filed with
Post-Effective Amendment No. 97 of Oppenheimer Fund (Reg. No. 2-14586),
8/30/90, refiled with Post-Effective Amendment No. 45 of Oppenheimer Growth
Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(8) (i) Custodian Agreement between Registrant and The Bank of New
York: Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(ii) Form of Foreign Custody Manager Agreement dated October 9,
1997: Filed with Pre-Effective Amendment No. 2 to the Registration Statement
of Oppenheimer World Bond Fund (Reg. No. 333-48973), 4/23/98, and
incorporated herein by reference.
(9) Not applicable.
(10)Opinion and Consent of Counsel: Previously filed with Pre-Effective
Amendment No. 2 to Registrant's Registration Statement, 6/19/98, and
incorporated herein by reference..
(11)Independent Auditors' Consent: Previously filed with Pre-Effective
Amendment No. 2 to Registrant's Registration Statement, 6/19/98, and
incorporated herein by reference.
(12)Not applicable.
(13)Investment Letter from OppenheimerFunds, Inc. to Registrant: Filed
herewith. Previously filed with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement, 6/19/98, and incorporated herein by reference.
(14)(i) Form of prototype Standardized and Non-Standardized
Profit-Sharing Plan and Money Purchase Pension Plan for self-employed persons
and corporations: Filed with Post-Effective Amendment No. 3 to the
Registration Statement of Oppenheimer Global Growth & Income Fund (Reg. No.
33-23799), 1/31/92, and refiled with Post-Effective Amendment No. 7 to the
Registration Statement of Oppenheimer Global Growth & Income Fund (Reg. No.
33-23799), 12/1/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(ii) Form of Individual Retirement Account Plan (IRA) Agreement:
Filed with Post-Effective Amendment No. 21 to the Registration Statement of
Oppenheimer U.S. Government Trust (File No. 2-76645), 8/25/93, and
incorporated herein by reference.
(iii) Form of Tax Sheltered Retirement Plan and Custody Agreement
for employees of public schools and tax-exempt organizations: Filed with
Post-Effective Amendment No. 47 of the Registration Statement of Oppenheimer
Growth Fund (Reg. No. 2-45272), 10/21/94, and incorporated herein by
reference.
(iv) Form of Simplified Employee Pension IRA: Previously filed with
Post-Effective Amendment No. 42 to the Registration Statement of Oppenheimer
Strategic Income & Growth Fund (File No. 33-47378), 9/28/95, and incorporated
herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension IRA: Previously
filed with Post-Effective Amendment No. 7 to the Registration Statement for
Oppenheimer Strategic Income & Growth Fund (File No. 33-47378), 9/28/95, and
incorporated herein by reference.
(vi) Form of Prototype 401(k) plan: Filed with Post-Effective
Amendment No. 7 to the Registration Statement of Oppenheimer Strategic Income
& Growth Fund (Reg. No. 33-47378), 9/28/95, and incorporated herein by
reference.
(15)(i) Service Plan and Agreement for Class A shares pursuant to Rule
12b-1: Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, 5/6/98, and incorporated herein by reference.
(ii) Service Plan and Agreement for Class B shares pursuant to Rule 12b-1:
Previously filed with Pre-Effective Amendment No. 1 to Registrant's Registration
Statement, 5/6/98, and incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement for Class C shares
pursuant to Rule 12b-1: Previously filed with Pre-Effective Amendment No. 1 to
Registrant's Registration Statement, 5/6/98, and incorporated herein by
reference.
(16)Performance Data Computation Schedule: Not applicable.
(17)(i) Financial Data Schedule for Class A Shares: Not applicable.
(ii) Financial Data Schedule for Class B Shares: Not applicable.
(iii) Financial Data Schedule for Class C Shares: Not applicable.
(iv) Financial Data Schedule for Class Y Shares: Not applicable.
(18) OppenheimerFunds Multiple Class Plan under Rule 18f-3 dated 8/25/98:
Previously filed with Post-Effective Amendment No. 70 to the Registration
Statement of Oppenheimer Global Fund (Reg. No. 2-31661), 9/14/98, and
incorporated herein by reference.
-- Power of Attorney and Certified Board Resolutions: Previously filed
with Registrant's Registration Statement, 1/20/98, and incorporated herein by
reference.
-- Powers of Attorney signed by Registrant's Trustees: Previously filed
with Registrant's Registration Statement, 1/20/98, and incorporated herein by
reference.
Item 25. Persons Controlled by or under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
Number of Record
Holders as of the
date of this
Title of Class Registration Statement
Class A shares of beneficial interest 1
Class B shares of beneficial interest -
Class C shares of beneficial interest -
Class Y shares of beneficial interest 1
Item 27. Indemnification
Reference is made to the provisions of Article Seventh of Registrant's
Amended and Restated Declaration of Trust 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 trustees, 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 trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, 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 28. Business and Other Connections of 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
registered investment companies as described in Parts A and B hereof and
listed in Item 26(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 Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
Charles E. Albers,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds (since April
1998); a Chartered Financial Analyst;
formerly, a Vice President and portfolio
manager for Guardian Investor Services,
the investment management subsidiary of
The Guardian Life Insurance Company
(since 1972).
Edward Amberger,
Assistant Vice President Formerly Assistant Vice President,
Securities Analyst for Morgan Stanley
Dean Witter (May 1997 - April 1998); and
Research Analyst (July 1996 - May 1997),
Portfolio Manager (February 1992 - July
1996) and Department Manager (June 1988
to February 1992) for The Bank of New
York.
Mark J.P. Anson,
Vice President Vice President of Oppenheimer Real Asset
Management, Inc. ("ORAMI"); formerly,
Vice President of Equity Derivatives at
Salomon Brothers, Inc.
Peter M. Antos,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; Senior Vice President
of HarbourView Asset Management
Corporation ("HarbourView"); prior to
March, 1996 he was the senior equity
portfolio manager for the Panorama Series
Fund, Inc. (the "Company") and other
mutual funds and pension funds managed by
G.R. Phelps & Co. Inc. ("G.R. Phelps"),
the Company's former investment adviser,
which was a subsidiary of Connecticut
Mutual Life Insurance Company; he was
also responsible for managing the common
stock department and common stock
investments of Connecticut Mutual Life
Insurance Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly, a
Vice President and Senior Portfolio
Manager at First of America Investment
Corp.
George Batejan,
Executive Vice President,
Chief Information Officer Formerly Senior Vice President, Group
Executive, and Senior Systems Officer for
American International Group (October
1994 - May, 1998).
John R. Blomfield,
Vice President Formerly Senior Product Manager
(November, 1995 - August, 1997) of
International Home Foods and American
Home Products (March, 1994 - October,
1996).
Kathleen Beichert,
Vice President None.
Rajeev Bhaman,
Vice President Formerly, Vice President (January 1992 -
February, 1996) of Asian Equities for
Barclays de Zoete Wedd, Inc.
Robert J. Bishop,
Vice President Vice President of Mutual Fund Accounting
(since May 1996); an officer of other
Oppenheimer funds; formerly, an
Assistant Vice President of OFI/Mutual
Fund Accounting (April 1994-May 1996),
and a Fund Controller for OFI.
George C. Bowen,
Senior Vice President, Treasurer
and Director Vice President (since June 1983) and
Treasurer (since March 1985) of
OppenheimerFunds Distributor, Inc. (the
"Distributor"); Vice President (since
October 1989) and Treasurer (since April
1986) of HarbourView; Senior Vice
President (since February 1992),
Treasurer (since July 1991)and a director
(since December 1991) of Centennial;
President, Treasurer and a director of
Centennial Capital Corporation (since
June 1989); Vice President and Treasurer
(since August 1978) and Secretary (since
April 1981) of Shareholder Services, Inc.
("SSI"); Vice President, Treasurer and
Secretary of Shareholder Financial
Services, Inc. ("SFSI") (since November
1989); Assistant Treasurer of Oppenheimer
Acquisition Corp. ("OAC") (since March,
1998); Treasurer of Oppenheimer
Partnership Holdings, Inc. (since
November 1989); Vice President and
Treasurer of ORAMI (since July 1996);
an officer of other Oppenheimer funds.
Scott Brooks,
Vice President None.
Susan Burton,
Vice President None.
Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division Formerly, Assistant Vice President of
Rochester Fund Services, Inc.
Michael Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
John Cardillo,
Assistant Vice President None.
Erin Cawley,
Assistant Vice President None.
H.D. Digby Clements,
Assistant Vice President:
Rochester Division None.
O. Leonard Darling,
Executive Vice President Trustee (1993 - present) of Awhtolia
College - Greece.
William DeJianne, None.
Assistant Vice President
Robert A. Densen,
Senior Vice President None.
Sheri Devereux,
Assistant Vice President None.
Craig P. Dinsell
Executive Vice President Formerly, Senior Vice President of Human
Resources for Fidelity Investments-Retail
Division (January, 1995 - January, 1996),
Fidelity Investments FMR Co. (January,
1996 - June, 1997) and Fidelity
Investments FTPG (June, 1997 - January,
1998).
Robert Doll, Jr.,
Executive Vice President & Director An officer and/or portfolio manager of
certain Oppenheimer funds.
John Doney,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Executive Vice President (since September
1993), and a director (since January
1992) of the Distributor; Executive Vice
President, General Counsel and a director
of HarbourView, SSI, SFSI and
Oppenheimer Partnership Holdings, Inc.
since (September 1995); President and a
director of Centennial (since September
1995); President and a director of ORAMI
(since July 1996); General Counsel
(since May 1996) and Secretary (since
April 1997) of OAC; Vice President and
Director of OppenheimerFunds
International, Ltd. ("OFIL") and
Oppenheimer Millennium Funds plc (since
October 1997); an officer of other
Oppenheimer funds.
Patrick Dougherty, None.
Assistant Vice President
Bruce Dunbar, None.
Vice President
Eric Edstrom,
Vice President Formerly an Assistant Vice President and
National Account Executive (February 1996
- August 1998) for MBNA America.
George Evans,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Edward Everett,
Assistant Vice President None.
Scott Farrar,
Vice President Assistant Treasurer of Oppenheimer
Millennium Funds plc (since October
1997); an officer of other Oppenheimer
funds; formerly, an Assistant Vice
President of OFI/Mutual Fund Accounting
(April 1994-May 1996), and a Fund
Controller for OFI.
Leslie A. Falconio,
Assistant Vice President None.
Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of the
Distributor; Secretary of HarbourView,
and Centennial; Secretary, Vice President
and Director of Centennial Capital
Corporation; Vice President and Secretary
of ORAMI.
Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director and/or portfolio
manager of certain Oppenheimer funds; Presently he holds the
following other positions: Director (since 1995) of ICI
Mutual Insurance Company; Governor (since 1994) of St.
John's College; Director (since 1994 - present) of
International Museum of Photography at George Eastman House.
Formerly, he held the following positions: formerly,
Chairman of the Board and Director of Rochester Fund
Distributors, Inc. ("RFD"); President and Director of
Fielding Management Company, Inc. ("FMC"); President and
Director of Rochester Capital Advisors, Inc. ("RCAI");
Managing Partner of Rochester Capital Advisors, L.P.,
President and Director of Rochester Fund Services, Inc.
("RFS"); President and Director of Rochester Tax Managed
Fund, Inc.; Director (1993 - 1997) of VehiCare Corp.;
Director (1993 - 1996) of VoiceMode.
John Fortuna,
Vice President None.
Patricia Foster,
Vice President Formerly, she held the following
positions: An officer of certain former
Rochester funds (May, 1993 - January,
1996); Secretary of Rochester Capital
Advisors, Inc. and General Counsel (June,
1993 - January 1996) of Rochester Capital
Advisors, L.P.
Jennifer Foxson,
Vice President None.
Erin Gardiner,
Assistant Vice President None.
Linda Gardner,
Vice President None.
Alan Gilston,
Vice President Formerly, Vice President (1987-1997) for
Schroder Capital Management International.
Jill Glazerman,
Assistant Vice President None.
Robyn Goldstein-Liebler
Assistant Vice President None.
Mikhail Goldverg
Assistant Vice President None.
Jeremy Griffiths,
Executive Vice President and
Chief Financial Officer Chief Financial Officer and Treasurer
(since March, 1998) of Oppenheimer
Acquisition Corp.; a Member and Fellow of
the Institute of Chartered Accountants;
formerly, an accountant for Arthur Young
(London, U.K.).
Robert Grill,
Senior Vice President Formerly, Marketing Vice President for
Bankers Trust Company (1993-1996);
Steering Committee Member, Subcommittee
Chairman for American Savings Education
Council (1995-1996).
Caryn Halbrecht,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Elaine T. Hamann,
Vice President Formerly, Vice President (September, 1989
- January, 1997) of Bankers Trust Company.
Robert Haley
Assistant Vice President Formerly, Vice President of Information
Services for Bankers Trust Company
(January, 1991 - November, 1997).
Thomas B. Hayes,
Vice President None.
Barbara Hennigar,
Executive Vice President and
Chief Executive Officer of
OppenheimerFunds Services,
a division of the Manager President and Director of SFSI; President
and Chief executive Officer of SSI.
Dorothy Hirshman, None.
Assistant Vice President
Merryl Hoffman,
Vice President None.
Nicholas Horsley,
Vice President Formerly, a Senior Vice President and
Portfolio Manager for Warburg, Pincus
Counsellors, Inc. (1993-1997), Co-manager
of Warburg, Pincus Emerging Markets Fund
(12/94 - 10/97), Co-manager Warburg,
Pincus Institutional Emerging Markets
Fund - Emerging Markets Portfolio (8/96 -
10/97), Warburg Pincus Japan OTC Fund,
Associate Portfolio Manager of Warburg
Pincus International Equity Fund, Warburg
Pincus Institutional Fund - Intermediate
Equity Portfolio, and Warburg Pincus EAFE
Fund.
Scott T. Huebl,
Assistant Vice President None.
Richard Hymes,
Vice President None.
Jane Ingalls,
Vice President None.
Kathleen T. Ives,
Vice President None.
Frank Jennings,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Thomas W. Keffer,
Senior Vice President None.
Avram Kornberg,
Vice President None.
John Kowalik,
Senior Vice President An officer and/or portfolio manager for
certain OppenheimerFunds; formerly,
Managing Director and Senior Portfolio
Manager at Prudential Global Advisors
(1989 - 1998).
Joseph Krist,
Assistant Vice President None.
Michael Levine,
Assistant Vice President None.
Shanquan Li,
Vice President None.
Stephen F. Libera,
Vice President An officer and/or portfolio manager for
certain Oppenheimer funds; a Chartered
Financial Analyst; a Vice President of
HarbourView; prior to March 1996, the
senior bond portfolio manager for
Panorama Series Fund Inc., other mutual
funds and pension accounts managed by
G.R. Phelps; also responsible for
managing the public fixed-income
securities department at Connecticut
Mutual Life Insurance Co.
Mitchell J. Lindauer,
Vice President None.
Dan Loughran,
Assistant Vice President:
Rochester Division None.
David Mabry,
Assistant Vice President None.
Steve Macchia,
Assistant Vice President None.
Bridget Macaskill,
President, Chief Executive Officer
and Director Chief Executive Officer (since September
1995); President and director (since June
1991) of HarbourView; Chairman and a
director of SSI (since August 1994), and
SFSI (September 1995); President (since
September 1995) and a director (since
October 1990) of OAC; President (since
September 1995) and a director (since
November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding
company subsidiary of OFI; a director of
ORAMI (since July 1996) ; President and a
director (since October 1997) of OFIL, an
offshore fund manager subsidiary of OFI
and Oppenheimer Millennium Funds plc
(since October 1997); President and a
director of other Oppenheimer funds; a
director of Hillsdown Holdings plc (a
U.K. food company); formerly, an
Executive Vice President of OFI.
Wesley Mayer,
Vice President Formerly, Vice President (January, 1995 -
June, 1996) of Manufacturers Life
Insurance Company.
Loretta McCarthy,
Executive Vice President None.
Kelley A. McCarthy-Kane
Assistant Vice President Formerly, Product Manager, Assistant Vice
President (June 1995- October, 1997) of
Merrill Lynch Pierce Fenner & Smith.
Beth Michnowski,
Assistant Vice President Formerly Senior Marketing Manager May,
1996 - June, 1997) and Director of
Product Marketing (August, 1992 - May,
1996) with Fidelity Investments.
Lisa Migan,
Assistant Vice President None.
Denis R. Molleur,
Vice President None.
Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager
of certain Oppenheimer funds (since April
1998); a Certified Financial Analyst;
formerly, a Vice President and portfolio
manager for Guardian Investor Services,
the management subsidiary of The Guardian
Life Insurance Company (since 1979).
Linda Moore,
Vice President Formerly, Marketing Manager (July
1995-November 1996) for Chase Investment
Services Corp.
Kenneth Nadler,
Vice President None.
David Negri,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Ray Olson,
Assistant Vice President None.
Richard M. O'Shaugnessy,
Assistant Vice President:
Rochester Division None.
Gina M. Palmieri,
Assistant Vice President None.
Robert E. Patterson,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
James Phillips
Assistant Vice President None.
Jane Putnam,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Michael Quinn,
Assistant Vice President Formerly, Assistant Vice President
(April, 1995 - January, 1998) of Van
Kampen American Capital.
Russell Read,
Senior Vice President Vice President of Oppenheimer Real Asset
Management, Inc. (since March, 1995).
Thomas Reedy,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; formerly, a
Securities Analyst for the Manager.
John Reinhardt,
Vice President: Rochester Division None
Ruxandra Risko,
Vice President None.
Michael S. Rosen,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Lawrence Rudnick,
Assistant Vice President None.
James Ruff,
Executive Vice President & Director None.
Valerie Sanders,
Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President None.
Michelle Simone,
Assistant Vice President None.
Richard Soper,
Vice President None.
Stuart J. Speckman
Vice President Formerly, Vice President and Wholesaler
for Prudential Securities (December, 1990
- July, 1997).
Nancy Sperte,
Executive Vice President None.
Donald W. Spiro,
Chairman Emeritus and Director Vice Chairman and Trustee of the New
York-based Oppenheimer Funds; formerly,
Chairman of the Manager and the
Distributor.
Richard A. Stein,
Vice President: Rochester Division Assistant Vice President (since 1995) of
Rochester Capitol Advisors, L.P.
Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Ralph Stellmacher,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
John Stoma,
Senior Vice President, Director
of Retirement Plans None.
Michael C. Strathearn,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; a Vice President of
HarbourView.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or
Managing Partner of the Denver-based
Oppenheimer Funds; formerly, President
and Director of OAMC, CAMC and Chairman
of the Board of SSI.
Susan Switzer,
Assistant Vice President
Anthony A. Tanner,
Vice President: Rochester Division
James Tobin,
Vice President None.
Susan Torrisi,
Assistant Vice President None.
Jay Tracey,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
James Turner,
Assistant Vice President None.
Maureen VanNorstrand,
Assistant Vice President None.
Ashwin Vasan,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Teresa Ward,
Assistant Vice President None.
Jerry Webman,
Senior Vice President Director of New York-based tax-exempt
fixed income Oppenheimer funds.
Christine Wells,
Vice President None.
Joseph Welsh,
Assistant Vice President None.
Kenneth B. White,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; Vice President of
HarbourView.
William L. Wilby,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of HarbourView.
Carol Wolf,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial; Vice President, Finance
and Accounting; Point of Contact: Finance
Supporters of Children; Member of the
Oncology Advisory Board of the Childrens
Hospital.
Caleb Wong,
Assistant Vice President None.
Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel Assistant Secretary of SSI (since May
1985), SFSI (since November 1989), OFIL
(since 1998), Oppenheimer Millennium
Funds plc (since October 1997); an
officer of other Oppenheimer funds.
Jill Zachman,
Assistant Vice President:
Rochester Division None.
Arthur J. Zimmer,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer/Quest Rochester Funds, as
set forth below:
New York-based Oppenheimer Funds
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Quest/Rochester Funds
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Denver-based Oppenheimer Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
The address of OppenheimerFunds, Inc., the New York-based Oppenheimer Funds,
the Quest Funds, OppenheimerFunds Distributor, Inc., HarbourView Asset
Management Corp., Oppenheimer Partnership Holdings, Inc., and Oppenheimer
Acquisition Corp. is Two World Trade Center, New York, New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp., and
Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way, Englewood,
Colorado 80112.
The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New
York 14625-2807.
Item 29. 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 B of this Registration
Statement and listed in Item 26(b) above.
(b) The directors and officers of the Registrant's principal underwriter
are:
Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
Jason Bach Vice President None
31 Racquel Drive
Marietta, GA 30364
Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093
Douglas S. Blankenship Vice President None
17011 Woodbank
Spring, TX 77379
George C. Bowen(1) Vice President and Vice President and
Treasurer Treasurer of the
Oppenheimer funds.
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce de Leon Ave.
Decatur, GA 30030
William Coughlin Vice President None
542 West Surf - #2N
Chicago, IL 60657
Mary Crooks(1)
Daniel Deckman Vice President None
12252 Rockledge Circle
Boca Raton, FL 33428
Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55403
Rhonda Dixon-Gunner(1) Assistant Vice President None
Andrew John Donohue(2) Executive Vice Secretary of the
President & Director Oppenheimer funds.
And General Counsel
John Donovan Vice President None
868 Washington Road
Woodbury, CT 06798
Kenneth Dorris Vice President None
4104 Harlanwood Drive
Fort Worth, TX 76109
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067
Todd Ermenio Vice President None
11011 South Darlington
Tulsa, OK 74137
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
George Fahey Vice President None
412 Commons Way
Doylestown, PA 18901
Patrice Falagrady(1) Senior Vice President None
Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158
Katherine P. Feld(2) Vice President None
& Secretary
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding(3) Vice President None
Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249
Patricia Gadecki-Wells Vice President None
950 First St., S.
Suite 204
Winter Haven, FL 33880
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Michelle Gans Vice President None
8327 Kimball Drive
Eden Prairie, MN 55347
L. Daniel Garrity Vice President None
2120 Brookhaven View, N.E.
Atlanta, GA 30319
Mark Giles Vice President None
5506 Bryn Mawr
Dallas, TX 75209
Ralph Grant(2) Vice President/National None
Sales Manager
Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103
Allen Hamilton Vice President None
5 Giovanni
Aliso Viejo, CA 92656
C. Webb Heidinger Vice President None
138 Gales Street
Portsmouth, NH 03801
Byron Ingram(1) Assistant Vice President None
Kathleen T. Ives(1) Vice President None
Eric K. Johnson Vice President None
3665 Clay Street
San Francisco, CA 94118
Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011
Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062
Michael Keogh(2) Vice President None
Brian Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430
John Kennedy Vice President None
799 Paine Drive
Westchester, PA 19382
Richard Klein Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Daniel Krause Vice President None
560 Beacon Hill Drive
Orange Village, OH 44022
Ilene Kutno(2) Vice President/ None
Director of Sales
Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116
Todd Lawson Vice President None
3333 E. Bayaud Avenue
Unit 714
Denver, CO 80209
Wayne A. LeBlang Senior Vice President None
54511 Southern Hills
LaQuinta, CA 92253
Dawn Lind Vice President None
7 Maize Court
Melville, NY 11747
James Loehle Vice President None
2714 Orchard Terrace
Linden, NJ 07036
Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657
Todd Marion Vice President None
39 Coleman Avenue
Chatham, N.J. 07928
Marie Masters Vice President None
8384 Glen Eagle Drive
Manlius, NY 13104
LuAnn Mascia(2) Assistant Vice President None
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
Anthony Mazzariello Vice President None
100 Anderson Street, #427
Pittsburgh, PA 15212
John McDonough Vice President None
3812 Leland Street
Chevey Chase, MD 20815
Wayne Meyer Vice President None
2617 Sun Meadow Drive
Chesterfield, MO 63005
Tanya Mrva(2) Assistant Vice President None
Laura Mulhall(2) Senior Vice President None
Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931
Wendy Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043
Denise-Marke Nakamura Vice President None
2870 White Ridge Place, #24
Thousand Oaks, CA 91362
Chad V. Noel Vice President None
2408 Eagleridge Dr.
Henderson, NV 89014
Joseph Norton Vice President None
2518 Fillmore Street
San Francisco, CA 94115
Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
130 E. 63rd Street, #10E
New York, NY 10021
Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109
Elaine Puleo(2) Senior Vice President None
Minnie Ra Vice President None
100 Delores Street, #203
Carmel, CA 93923
Dustin Raring Vice President None
378 Elm Street
Denver, CO 80220
Michael Raso Vice President None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY 10538
John C. Reinhardt(3) Vice President None
Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Michael S. Rosen(2) Vice President None
Kenneth Rosenson Vice President None
3505 Malibu Country Drive
Malibu, CA 90265
James Ruff(2) President None
Timothy Schoeffler Vice President None
1717 Fox Hall Road
Washington, DC 77479
Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471
Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695
Robert Shore Vice President None
26 Baroness Lane
Laguna Niguel, CA 92677
Timothy Stegner Vice President None
794 Jackson Street
Denver, CO 80206
Peter Sullivan Vice President None
21445 S. E 35th Street
Issaquah, WA 98029
David Sturgis Vice President None
44 Abington Road
Danvers, MA 0923
Brian Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017
George Sweeney Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036
Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242
Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092
David G. Thomas Vice President None
7009 Metropolitan Place, #300
Falls Church, VA 22043
Sarah Turpin Vice President None
2201 Wolf Street, #5202
Dallas, TX 75201
Andrea Walsh(1) Vice President None
Suzanne Walters(1) Assistant Vice President None
Mark Stephen Vandehey(1) Vice President None
James Wiaduck Vice President None
29900 Meridian Place
#22303
Farmington Hills, MI 48331
Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331
6803 South Tucson Way, Englewood, CO 80112
Two World Trade Center, New York, NY 10048
350 Linden Oaks, Rochester, NY 14623
(c) Not applicable.
Item 30. 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, Englewood, Colorado 80112.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it 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 10th day of December, 1998.
OPPENHEIMER LARGE CAP GROWTH FUND
/s/ Bridget A. Macaskill
By:_______________________________*
Bridget A. Macaskill, President
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
/s/ Leon Levy Chairman of the December 10, 1998
______________________* Board of Trustees
Leon Levy
President,
/s/ Bridget A. Macaskill Principal Executive December 10, 1998
______________________* Officer and Trustee
Bridget A. Macaskill
/s/ George Bowen Treasurer & Principal December 10, 1998
______________________* Financial & Accounting
George Bowen Officer
/s/ Robert G. Galli Trustee December 10, 1998
______________________*
Robert G. Galli
/s/ Benjamin Lipstein Trustee December 10, 1998
______________________*
Benjamin Lipstein
/s/ Elizabeth Moynihan Trustee December 10, 1998
______________________*
Elizabeth B. Moynihan
/s/ Kenneth A. Randall Trustee December 10, 1998
_____________________*
Kenneth A. Randall
/s/ Edward V. Regan Trustee December 10, 1998
______________________*
Edward V. Regan
/s/ Russell S. Reynolds, Jr. Trustee December 10, 1998
______________________*
Russell S. Reynolds, Jr.
/s/ Donald W. Spiro Trustee December 10, 1998
______________________*
Donald W. Spiro
/s/ Pauline Trigere Trustee December 10, 1998
______________________*
Pauline Trigere
/s/ Clayton K. Yeutter Trustee December 10, 1998
______________________*
Clayton K. Yeutter
/s/ Robert G. Zack
*By:_________________________________
Robert G. Zack, Attorney-in-Fact
