As filed with the Securities and Exchange Commission on
June 5, 1998
Registration No. 333-_______
File No. 811-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION SATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. ___ / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / X /
AMENDMENT NO. / /
OPPENHEIMER STABLE VALUE 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)
/ / On _______, pursuant to paragraph (a)(1)
/ / 75 days after filing,
pursuant to paragraph (a)(2) / / On _______, pursuant to paragraph (a)(2)
of Rule 485.
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 STABLE VALUE FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 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 - Organization
and History;
Back Cover
5A *
6 Dividends, Capital Gains and Taxes; How the Fund is
Managed - Organization and
History; The Transfer Agent
7 How to Exchange Shares; Special Investor Services;
Service Plan for Class A shares;
Distribution and Service Plans for Class B and Class
C Shares; How to Buy Shares; How
to Sell Shares; Shareholder Account Rules and
Policies
8 How to Sell Shares; How to Exchange Shares; Special
Investor
Services
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information or
Prospectus
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; Additional Information
about the Fund; Distribution and
Service Plans; Back Cover
17 How the Fund is Managed
18 Additional Information about the Fund
19 About Your 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
Stable Value Fund
Prospectus dated ________, 1998
Oppenheimer Stable Value Fund is a mutual fund that seeks high current income
while seeking to maintain a stable value per share. In seeking its objective,
the Fund invests in shares of (i) Oppenheimer Limited Term Government Fund,
which has an investment objective of seeking high current return and safety of
principal by investing principally in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, including mortgage-backed
securities issued by Government National Mortgage Association, (ii) Oppenheimer
Bond Fund, which has an investment objective of seeking a high level of current
income by investing mainly in debt instruments, (iii) Oppenheimer Money Market
Fund, Inc., which is a money market fund with an investment objective of maximum
current income consistent with stability of principal, (iv) Oppenheimer U.S.
Government Trust, which has an investment objective of seeking high current
income, preservation of capital and maintenance of liquidity primarily through
investments in debt instruments issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, and (v) Oppenheimer Strategic Income Fund,
which has an investment objective of seeking a high level of current income by
investing mainly in debt securities and by writing covered call options on them.
The Fund also invests in certain hedging instruments, and in contracts issued by
financial institutions, such as insurance companies and banks, that are intended
to stabilize the value per share of the Fund.
The Fund is not a money market fund, and there can be no assurance that it
will be able to maintain a stable net asset value per share or otherwise achieve
its objective. The Fund is offered solely to employee benefit plans and
403(b)(7) Custodial Account plans meeting specified criteria.
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).
(Oppenheimer funds 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 COMMISSION
PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
A B O U T T H E F U N D
Expenses
A Brief Overview of the Fund
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund
A B O U T FUND A C C O U N TS
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
How to Sell Shares
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
2
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A B O U T T H E F U N D
Expenses
The Fund pays a variety of expenses directly for 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. In addition, the Fund
will indirectly bear its pro-rata share of the expenses of the underlying funds
in which it invests. All Plans (throughout this Prospectus, "shareholder" and
"Plan" refers to the retirement plans that are eligible to purchase shares of
the Fund) therefore pay those expenses indirectly. Plans pay other expenses
directly, such as sales charges and account transaction charges. The following
tables are provided to help shareholders understand their direct expenses of
investing in the Fund and the share of the Fund's business operating expenses
that they will bear indirectly.
o Shareholder Transaction Expenses are charges a shareholder pays when it
buys or sells 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
- ------------------------------------------------------------------------------
Maximum Sales 3.50% None None None
Charge on
Purchases (as a %
of offering price)
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Maximum Deferred Sales
Charge (as a % of the lower
of the original offering price
or redemption proceeNone(1) 4% in the fir1% if None
year, declishares are
to 1% in thredeemed
fifth year within 12
eliminated months of
thereafter(purchase(2)
- -----------------------------------------------------------------------------
Maximum Sales ChargeNone None None None
on Reinvested
Dividends
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Exchange Fee None None None None
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Redemption Fee 2.0%(3) 2.0%(3) 2.0%(3) 2.0%(3)
(1) If a "Retirement Plan" as defined below invests $500,000 or more in Class A
shares, the Plan may have to pay a sales charge of up to 1% if it sells its
shares within 18 calendar months from the end
3
<PAGE>
of the calendar month during which the Plan 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 charges. (3) Under normal circumstances, redemptions of shares that are
directed by Plan participants for reasons of death, disability, retirement,
employment termination, loans, hardship, and other Plan permitted withdrawals
and exchanges to other Plan investments with a targeted average effective
portfolio duration of more than 3 years are not subject to a redemption fee.
Redemptions of shares that are not directed by Plan participants and that are
made on less than twelve months' prior written notice to the Fund are subject to
a redemption fee payable to the Fund of 2% of the proceeds of the redemption. In
addition, there is a $10 transaction fee for redemptions paid by Federal Funds
wire, but not for redemptions paid by check or by ACH transfer through
AccountLink. See "How to Sell Shares".
o Annual Fund Operating Expenses are paid out of the Fund's assets and
represent the Fund's expenses in operating its business. While the Fund itself
pays no management fee to its investment adviser, OppenheimerFunds, Inc. (which
is referred to in this Prospectus as the "Manager") it indirectly bears its
pro-rata share of the management fees of the underlying Oppenheimer funds in
which it invests. The Fund has other regular expenses for services, such as
transfer agent fees, custodial fees paid to the bank that holds the Fund's
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 ____%* ____%* ____%* ____%*
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12b-1 Plan Fees 0.25% 1.00% 1.00% None
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Other Expenses ____%* ____%* ____%* _____%*
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Total Fund Operating ____%* ____%* ____%* _____%*
Expenses
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* To be included by amendment.
The "12b-1 Plan Fees" for Class A shares are the service plan fees (which
can be up to a maximum of 0.25% of average annual net assets of that class), and
for Class B and Class C shares, are the service plan fees (which can be up to a
maximum of 0.25%) and the asset-based sales charges of 0.75%. Because the Fund
is a new fund and has no operating history, the rates for the management fee and
the 12b-1 fees are stated in the table above to be the maximum rates that can be
charged. These plans are described in greater detail in "How to Buy Shares."
"Other Expenses"
4
<PAGE>
in the table above are estimated based on the Manager's projections of those
expenses in the Fund's first year of operations.
The actual expenses for each class of shares in the Fund's current fiscal
year and in future years may be more or less than the numbers in the chart,
depending on a number of factors, including the actual amount of the Fund's
assets represented by each class of shares.
o 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 a
Plan makes a $1,000 investment in each class of shares of the Fund, and 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 a Plan were
to redeem its shares at the end of each period shown below, its investment would
incur the following expenses by the end of 1 and 3 years. The first example
reflects the effect of the 2% redemption fee.
1 year 3 years
- -----------------------------------------------------------------
Class A Shares $__* $__*
- -----------------------------------------------------------------
Class B Shares $__* $__*
- -----------------------------------------------------------------
Class C Shares $__* $__*
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Class Y Shares $__* $__*
If a Plan did not redeem its investment, it would incur the following
expenses:
Class A Shares $__* $__*
- -----------------------------------------------------------------
Class B Shares $__* $__*
- -----------------------------------------------------------------
Class C Shares $__* $__*
- ----------------------------------------------------------------
Class Y Shares $__* $__*
- --------------
* To be included by amendment.
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 on Class B and Class C shares, long-term Class B and Class C shareholders
could pay the economic equivalent of more than the maximum front-end sales
charge allowed under applicable regulations. For Class B shareholders, the
automatic conversion of Class B shares into Class A shares is designed
5
<PAGE>
to minimize the likelihood that this will occur. Please refer to
"How to Buy 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. Plan sponsors and/or Plan participants should carefully read the
entire Prospectus before making a decision about investing or directing that a
portion of their plan account be invested in the Fund. Keep the Prospectus for
reference after investing, particularly for information about Plan accounts,
such as how to sell or exchange shares.
o What is the Fund's Investment Objective? The Fund's investment objective
is to seek high current income while seeking to maintain a stable value per
share.
o What Does the Fund Invest In? The Fund will invest its assets in Class Y
shares of Oppenheimer Limited Term Government Fund, Class Y shares of
Oppenheimer Bond Fund, Class Y shares of Oppenheimer U.S. Government Trust,
Class Y shares of Oppenheimer Strategic Income Fund, shares of Oppenheimer Money
Market Fund, Inc., certain hedging instruments, and contracts ("Wrapper
Agreements") with financial institutions, such as insurance companies and banks,
that are intended to stabilize the value per share of the Fund. Further
information about the investment policies and investment techniques and
strategies of the underlying Oppenheimer funds can be found in "Description of
Underlying Funds" and in the Statement of Additional Information,as well as in
the prospectuses of each of the underlying funds.
o Who Manages the Fund? The Fund's investment advisor is OppenheimerFunds,
Inc., which (including subsidiaries) advises investment company portfolios
having over $85 billion in assets at March 31, 1998. The Manager is paid an
advisory fee by the Fund, based on its net assets. The Fund's portfolio manager,
who is primarily responsible for allocating the Fund's assets among the
underlying funds, is Jerry Webman. The Fund's Board of Trustees, elected by
shareholders, oversees the investment advisor and the portfolio manager. Please
refer to "How the Fund is Managed," starting on page __ for more information
about the Manager and its fees.
o How Risky is the Fund? The value of the shares of the underlying funds
held by the Fund will fluctuate based upon changes in domestic interest rates,
market conditions, and other economic and political news. In general, the prices
of these securities will rise when interest rates fall, and fall when interest
rates rise. The Wrapper Agreements are intended to stabilize the value per share
by offsetting fluctuations in the value of the shares of the underlying funds
under certain conditions. Under most circumstances, the combination of the
Fund's securities and Wrapper Agreements is expected to provide Fund
shareholders with a consistent net asset value per share and a current rate of
return that is higher than most money market mutual funds over most time
periods. However, there can be no guarantee that the Fund will achieve its
investment objective or maintain a constant
6
<PAGE>
price per share. There is also no guarantee that any Plan or Plan participant
will realize the same investment return as might be realized by a direct
investment in shares of the underlying funds without the Wrapper Agreements, or
that the Fund's rate of return will be higher than that of most money market
mutual funds.
The Fund incurs costs in connection with its investment in Wrapper
Agreements which will reduce the Fund's investment return. An issuer of a
Wrapper Agreement could default on its obligations under the agreement or the
Fund might be unable to obtain Wrapper Agreements covering all of its assets.
The default or the inability to obtain Wrapper Agreements might result in a
decline in the value of the Fund's shares. Moreover, in valuing a Wrapper
Agreement, the Board of Trustees of the Fund may determine that such agreement
should not be carried by the Fund at a value sufficient to maintain the Funds
net asset value per share. Please refer to "Investment Policies and Strategies"
starting on page __ and to the Statement of Additional Information for a more
complete discussion of the Fund's investment risks.
o How Can Plan Participants Buy Shares? Shares of the Fund
are offered solely to
employee benefit plans and 403(b)(7) Custodial Plans meeting
specified criteria ("Plans"). Plan
participant purchases of Fund shares are handled in accordance
with each Plan's specific provisions.
Plan participants should contact their Plan administrator for details concerning
how they may purchase shares of the Fund. It is the responsibility of the Plan
administrator or other Plan service provider to forward instructions for
purchase transactions to the Fund's transfer agent.
o Will Plan Participants 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 3.5%
and reduced for larger purchases.
Class B and Class C shares are offered without front-end sales charges, but may
be subject to a contingent deferred sales charge if redeemed within 5 years or
12 months, respectively, of purchase. There is also an annual asset-based sales
charge on Class B and Class C shares. Class Y shares are offered without a
front-end and contingent-deferred sales charges.
Class Y shares are only available
for plans that have special agreements with the Distributor.
o How Can Plan Participants Sell Their Shares? Plan participant redemptions
of Fund shares are handled in accordance with each Plan's specific provisions.
Plans may have different provisions with respect to the timing and method of
redemptions by Plan participants. Plan participants should contact their Plan
administrator for details concerning how they may redeem shares of the Fund. It
is the responsibility of the Plan administrator or other Plan service provider
to forward instructions for redemption transactions to the Fund's transfer
agent.
o How Has the Fund Performed? The Fund measures its performance by quoting
a yield, dividend yield, average annual total return and cumulative total
return, which measure historical performance. Those returns can be compared to
the yields and total returns (over similar periods) of other mutual funds. Of
course, other funds may have different objectives, investments, and levels of
risk. The Fund's performance can also be compared to various unmanaged indices
or results of other mutual funds with similar investment objectives. Please
remember that past performance does not guarantee future results.
7
<PAGE>
Investment Objective and Policies
Objective. The Fund seeks high current income while seeking to
maintain a stable value per share.
Investment Policies and Strategies. The Fund intends to seek its investment
objective by allocating at least 85% of its total assets among Class Y shares of
Oppenheimer Limited-Term Government Fund, Class Y shares of Oppenheimer Bond
Fund, Class Y shares of Oppenheimer U.S. Government Trust, Class Y shares of
Oppenheimer Strategic Income Fund, shares of Oppenheimer Money Market Fund,
Inc., and certain hedging instruments. In addition, the Fund will enter into
Wrapper Agreements with insurance companies, banks or other financial
institutions ("Wrapper Providers") that are rated, at the time of purchase, in
one of the top three long-term rating categories by Moody's Investors Service,
Inc.("Moody's") or Standard & Poor's Rating Services ("Standard & Poor's").
There is no active trading market for Wrapper Agreements, and none is expected
to develop; therefore, they will be considered illiquid. At the time of
purchase, the value of all Wrapper Agreements will not exceed 15% of the Fund's
net assets. The Fund is not a money market fund, and there can be no assurance
that it will be able to maintain a stable net asset value per share.
The Fund anticipates that under normal market conditions, it will maintain
an average effective portfolio duration of not more than three years. The Fund
measures its portfolio duration on a "dollar-weighted" basis. "Effective
portfolio duration" refers to the expected percentage change in the value of a
bond resulting from a change in general interest rates (measured by each 1%
change in the rates on U.S. Treasury securities). For example, if a bond has an
effective duration of three years, a 1% increase in general interest rates would
be expected to cause the bond to decline in value by about 3%. It is a measure
of portfolio volatility and is one of the basic tools used by the Manager in
allocating the Fund's assets among the underlying funds. However, the
calculation of duration of the Fund's portfolio cannot be relied on as an exact
prediction of future volatility. Even though the Fund intends that its
dollar-weighted average effective portfolio duration will generally not exceed
three years, certain market conditions may temporarily increase the Fund's
duration beyond its target.
Diversification. The Fund is a "non-diversified" investment
company for purposes of the Investment
Company Act of 1940 because it invests in the securities of a
limited number of mutual funds.
However, the underlying funds themselves are diversified investment companies.
The Fund intends to qualify as a diversified investment company for the purpose
of Subchapter M of the Internal
Revenue Code.
Description of Underlying Funds
As described above, the Fund will invest in shares of Oppenheimer
Limited-Term Government Fund, Oppenheimer Bond Fund, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund, and Oppenheimer Money Market Fund
(collectively referred to as the "underlying funds"). These underlying funds
were chosen as investments for the Fund based on the Manager's determination
that they would provide an optimal return for which Wrapper Agreements are
available. The following is a brief description of the investment objective and
policies of the underlying funds. Additional information about the underlying
funds is contained in the Statement of Additional Information, and in the
prospectus for each underlying fund.
8
<PAGE>
The Oppenheimer Limited-Term Government Fund's ("Limited-Term Government
Fund") investment objective is to seek high current return and safety of
principal. The Limited-Term Government Fund seeks its objective by investing
principally in obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, including mortgage-backed securities, and
repurchase agreements on such securities. The Limited-Term Government Fund may
also write covered calls and use certain types of securities called "derivative
investments" and hedging instruments to try to manage investment risks. Under
normal circumstances, the Fund will invest at least 65% of its net assets but
not more than 90% of its net assets in Class Y shares of Limited-Term Government
Fund.
The Oppenheimer Bond Fund's ("Bond Fund") investment objective is to seek a
high level of current income by investing mainly in debt instruments. Under
normal market conditions, the Bond Fund invests at least 65% of its total assets
in a diversified portfolio of investment grade fixed-income securities issued by
foreign or domestic issuers. These include (i) investment-grade debt securities
rated BBB or above by Standard & Poor's Corporation or Baa or above by Moody's
Investors Service, Inc. or another nationally recognized statistical rating
organization, or, if unrated, are of comparable quality as determined by the
Bond Fund's manager; (ii) securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies or instrumentalities or
obligations secured by such securities; and (iii) high-quality, short-term money
market instruments.
The Bond Fund may invest up to 35% of its total assets in non-investment
grade debt instruments issued by foreign or domestic issuers. Although
non-investment grade securities generally offer the potential for higher income
than investment grade securities, they may be subject to greater market
fluctuations and a greater risk of default because of the issuer's low
creditworthiness. The Bond Fund may also write covered calls and use certain
types of securities called "derivative instruments" and hedging instruments to
try to manage investment risks. Under normal circumstances, the Fund will invest
no more than 15% of its net assets in Class Y shares of Bond Fund.
The Oppenheimer U.S. Government Trust's ("U.S. Government
Trust") investment objective
is to seek high current income, preservation of capital and
maintenance of liquidity. U.S. Government
Trust primarily invests in debt instruments issued or guaranteed
by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements on such
securities. U.S. Government Trust
may write covered calls and use certain hedging instruments
approved by its Board of Trustees to try
to manage investment risks. U.S. Government Securities that the
U.S. Government Trust invests in
include collateralized mortgage obligations ("CMO's") whose
payment of principal and interest
generated by the pool of mortgages is passed through the U.S.
Government Trust. CMO's may be
issued in a variety of classes or series that have different
maturities and levels of volatility. U.S.
Government Trust may also invest in "stripped" CMO's or
mortgage-backed securities. Stripped
mortgage-backed securities usually have two classes that receive
different proportions of the interest
and principal payments. In certain cases, one class will receive
all of the interest payments, while the
other class will receive all of the principal value on maturity.
Under normal circumstances, the Fund
will not invest more than 15% of its net assets in Class Y shares
of U.S. Government Trust.
The Oppenheimer Strategic Income Fund's ("Strategic Income Fund")
investment objective is to seek a high level of current income by investing
mainly in debt securities and by writing covered
9
<PAGE>
call options on them. The Strategic Income Fund invests
principally in three market sectors: (1) debt
securities of foreign governments and companies, (2) U.S.
Government securities, and (3) lower-
rated, high yield debt securities of U.S. companies. Under normal market
conditions, the Strategic Income Fund will invest in each of these three
sectors, but from time to time the Manager will adjust the amounts the Strategic
Income Fund invests in each sector. The Strategic Income Fund may invest up to
100% of its assets in any one sector if the Manager believes that in doing so
the Fund can achieve its objective without undue risk to the Fund's assets.
Under normal circumstances, the Fund will not invest more than 10% of its net
assets in Class Y shares of Strategic Income Fund.
Oppenheimer Money Market Fund's ("Money Market Fund") investment objective
is to seek the maximum current income that is consistent with stability of
principal. Money Market Fund seeks its objective by investing in short-term
highly liquid securities that meet specific credit quality standards under the
Investment Company Act of 1940. The money market securities the Money Market
Fund invests in may include U.S. Government securities, repurchase agreements,
certificates of deposit and high quality commercial paper issued by companies.
The Money Market Fund attempts to maintain a stable share price of $1.00, but
there is no guarantee it will do so. Under normal circumstances, the Fund will
invest at least 10% of its net assets and may invest up to 100% of its net
assets in shares of Money Market Fund.
Special Risks of Investing in Underlying Funds. The value of the shares of the
underlying funds will fluctuate based upon changes in domestic interest rates,
market conditions, and other economic and political news. In general, the prices
of these securities will rise when interest rates fall, and fall when interest
rates rise.
Wrapper Agreements
Each Wrapper Agreement the Fund enters into will obligate the Wrapper
Provider to maintain the "Book Value" of a portion of the Fund's investments in
shares of the underlying mutual funds and hedging instruments ("Covered Assets")
up to a specified maximum dollar amount, upon the occurrence of certain events.
The Book Value of the Covered Assets is their purchase price (i) plus interest
on the Covered Assets at a rate specified in the Wrapper Agreement ("Crediting
Rate"), and (ii) less expenses of the Fund. The Crediting Rate used in computing
Book Value is calculated by a formula specified in the Wrapper Agreement and is
adjusted periodically. In the case of most Wrapper Agreements purchased by the
Fund, the Crediting Rate is based on the actual income earned on the Covered
Assets plus or minus an adjustment to amortize any gains and losses (realized
and unrealized) on the Covered Assets, minus Wrapper Provider fees and Fund
expenses. The Crediting Rate is normally reset monthly. As a result, while the
Crediting Rate will generally reflect movements in market rates of interest, it
may at any time be more or less than these rates or the actual income earned on
the Covered Assets. The Crediting Rate may also be impacted by increases and
decreases of the amount of Covered Assets as a result of Plan contributions and
distributions tied to the sale and redemption of Fund shares. Furthermore, the
premiums charged by the Wrapper Providers in connection with the Fund's
investment in Wrapper Agreements are offset against Covered Assets and thus
reduces the Crediting Rate. The premiums are generally paid quarterly. While the
Crediting Rate may be significantly greater or less than current interest rates,
in no event will the Crediting Rate fall below zero percent under the Wrapper
Agreements entered into by the Fund.
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<PAGE>
Under the terms of a typical Wrapper Agreement purchased by the Fund, if
the Covered Assets plus accrued income are insufficient to provide proceeds for
redemption of Fund shares by Plan participants, the Wrapper Provider becomes
obligated to pay
to the Fund its share of the amount
required to redeem the shares at its net asset value. Redemptions generally will
arise when the Fund must pay shareholders who redeem their Fund shares. Because
it is anticipated that each Wrapper Agreement will cover all Covered Assets up
to a specified dollar amount, if more than one Wrapper Provider becomes
obligated to pay to the Fund the difference between Book Value and market value,
each Wrapper Provider will be obligated to pay a pro-rata portion amount in
proportion to the maximum dollar amount of coverage provided. Thus, the Fund
will not have the option of choosing which Wrapper Agreement to draw upon in any
such payment situation. However, if a portion of a Wrapper Agreement is to be
assigned as a payment-in-kind to a Plan, the Fund will have the discretion to
choose to allocate the payment to a single Wrapper Agreement. In that
circumstance, the Fund expects to address subsequent requests for such
assignments to a different Wrapper Provider until each Wrapper Provider has made
roughly its pro rata share of such assignments.
The terms of the Wrapper Agreements may vary concerning exactly when these
payments must actually be made between the Fund and the Wrapper Provider. In
most cases, payments will be due under a Wrapper Agreement only upon termination
of the Wrapper Agreement, upon total liquidation of the Covered Assets or when
the market value of the Covered Assets falls below a certain percentage of their
Book Value. Certain terminations, such as when a new Wrapper Provider is
substituted for an existing Wrapper Provider, may not trigger a payment
obligation. A Wrapper Provider's obligation to make payments to the Fund may be
subject to prior notice requirements for certain types of withdrawals from the
Fund. The Fund does not anticipate that it will be required to liquidate Covered
Assets for the purpose of paying such withdrawals before any such notice period
has expired. However, in the unlikely event that this occurs, the net asset
value ("NAV") of the Fund shares may be reduced. Additionally, a Wrapper
Provider's obligation to make payments for Plan withdrawals after twelve months'
prior notice (as opposed to those directed by Plan participants) may require
adjustments to the Crediting Rate and increases in the Fund's holdings of short
term investments, which might adversely affect the return of the Fund. Please
see discussion of "Liquidity Reserve" below.
Special Risks of Wrapper Agreements. The Fund expects that the use of Wrapper
Agreements will under most circumstances permit the Fund to maintain a constant
NAV per share and to pay dividends that will generally reflect over time both
the income
of, and market gains and losses on, the
Covered Assets held by the Fund less the expenses of the Fund. However, there
can be no guarantee that the Fund will maintain a constant NAV per share or that
any Plan or Plan participant will realize the same investment return as might be
realized by investing directly in the Fund's assets other than the Wrapper
Agreements. For example, under the valuation procedures adopted by the Fund's
Board of Trustees, the Crediting Rate under the Wrapper Agreements is an
important factor in determining the return realized by Fund shareholders. In
most circumstances, the Crediting Rate is expected to reflect the current yield
of the underlying funds, adjusted for expenses and the stabilizing effect of the
Wrapper Agreements. Under certain circumstances (i.e., rising interest rates
during a period when net Fund redemptions are at a high level), the Crediting
Rate, and thus a shareholder's return, may be substantially below that of
otherwise comparable investments, such as a money market fund.
11
<PAGE>
Furthermore, a default by the issuer of a Wrapper Agreement on its
obligations might result in a decrease in the value of the Fund's shares.
Additionally, a Plan may realize more or less than the actual investment return
on the Fund's shares depending upon the timing of the Plan's purchases and
redemption of Fund shares, as well as those of other Plans. Furthermore, there
can be no assurance that the Fund will be able at all times to obtain Wrapper
Agreements. Although it is the current intention of the Fund to obtain such
agreements covering all of its assets, the Fund may elect not to cover some or
all of its assets with Wrapper Agreements should Wrapper Agreements become
unavailable due to uncompetitive cost which, in the Manager's sole discretion,
render their purchase inadvisable.
In order to reduce the Fund's exposure to the credit risk of any one
Wrapper Provider, the Manager will not permit any one provider to provide Book
Value protection for the Covered Assets of more than (i) the greater of $150
million or 25% of the Fund's net asset value if such Wrapper Provider is rated
AA- or better by Standard & Poor's or Aa- or better by Moody's, or (ii) the
greater of $50 million or 15% of the Fund's net asset value if such Wrapper
Provider is rated A by Standard & Poor's or Moody's. If the credit rating of any
Wrapper Provider is downgraded below the limits described above, the Fund will
not purchase any further Wrapper Agreements from that provider. If any Wrapper
Provider's credit rating is downgraded below investment grade, the Fund will
substitute for that provider's Wrapper Agreements within 90 days of the
downgrade the Wrapper Agreements of providers that meet the credit limits
described above.
If, in the event of a default of a Wrapper Provider, the Fund were unable
to obtain a replacement Wrapper Agreement, Plan participants redeeming shares
might experience losses if the market value of the Fund's assets no longer
covered by the Wrapper Agreement is below Book Value. The combination of the
default of a Wrapper Provider and an inability to obtain a replacement agreement
could render the Fund unable to achieve its investment objective of maintaining
a stable NAV per share. If the Board of Trustees of the Fund determines that a
Wrapper Provider is unable to make payments when due, the Board may assign a
fair value to the Wrapper Agreement that is less than the difference between the
Book Value and the market value of the applicable Covered Assets and the Fund
might be unable to maintain NAV stability.
Some Wrapper Agreements may require that the Fund maintain a specified
percentage of its total assets in the Money Market Fund or overnight repurchase
agreements ("Liquidity Reserve"). The Liquidity Reserve must be used for the
payment of withdrawals from the Fund and Fund expenses. The obligation to
maintain a Liquidity Reserve may result in a lower return for the Fund than if
these assets were invested in shares of the other underlying funds. The
Liquidity Reserve required by all Wrapper Agreements is not expected to exceed
20% of the Fund's total assets. However, the Liquidity Reserve amount may be
required to be increased above this limit as a result of anticipated Plan
redemptions within one year. Please see the Statement of Additional Information
Fund for additional information concerning Wrapper Agreements, including the
risks of investing in them.
o Hedging. As described below, the Fund may purchase and sell certain kinds
of futures contracts, put and call options, and options on futures. These are
all referred to as "hedging instruments." The Fund does not use hedging
instruments for speculative purposes, and has limits
12
<PAGE>
on the use of them, described below. The hedging instruments the Fund may use
are described below and in greater detail in "Hedging" in the Statement of
Additional Information.
The Fund may buy and sell options and futures to try to manage its exposure
to changing interest rates. 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 and
writing put options, tend to increase the Fund's exposure to the securities
market as a temporary substitute for purchasing securities. Writing put options
or covered call options may also provide income to the Fund for liquidity
purposes or to raise cash for the Fund to distribute to shareholders.
o Futures. The Fund may buy and sell futures contracts that relate to
interest rates (these are referred to as Interest Rate Futures) and commodities
(these are referred to as Commodity Futures). Interest Rate Futures are
described in "Hedging" in the Statement of Additional Information.
o Put and Call Options. The Fund may buy and sell certain kinds of put
options (puts) and call options (calls). Calls the Fund buys or sells must be
listed on a securities or commodities exchange, or quoted on the Automated
Quotation System ("NASDAQ") of the Nasdaq Stock Market, Inc., or traded in the
over-the-counter market. A call or put option may not be purchased if the value
of all of the Fund's put and call options would exceed 5% of the Fund's total
assets.
The Fund may buy calls only on Interest Rate Futures and
securities, or to terminate its
obligation on a call the Fund previously wrote. The Fund may
write (that is, sell) covered call options
on futures contracts.
When the Fund writes a call, it receives cash (called a premium). The call
gives the buyer the ability to buy the investment on which the call was written
from the Fund at the call price during the period in which the call may be
exercised. If the value of the investment does not rise above the call price, it
is likely that the call will lapse without being exercised, while the Fund keeps
the cash premium (and the investment). After the Fund writes a call, not more
than 25% of the Fund's total assets may be subject to calls. Each call the Fund
writes must be "covered" while it is outstanding. That means the Fund owns the
investment on which the call was written or securities that are acceptable for
the escrow requirements. The Fund may write calls on Futures contracts it owns,
but these calls must be covered by securities or other liquid assets the Fund
owns and segregates to enable it to satisfy its obligations if the call is
exercised.
The Fund may purchase put options. Buying a put on an investment gives the
Fund the right to sell the investment at a set price to a seller of a put on
that investment. The Fund can buy a put on an Interest Rate Future whether or
not the Fund owns the particular Future in its portfolio. The Fund may write
puts on Interest Rate Futures in an amount up to 50% of its total assets only if
such puts are covered by segregated liquid assets. In writing puts, there is a
risk that the Fund may be required to buy the underlying security at a
disadvantageous price.
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<PAGE>
Options trading involves the payment of premiums and has
special tax effects on the Fund.
There are also special risks in particular hedging strategies. If
a covered call written by the Fund is
exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price. In writing puts, there is a risk that the Fund may be required to buy the
underlying security at a disadvantageous price.
o Special Risks of Hedging Instruments. The use of hedging instruments
requires special skills and knowledge of investment techniques that are
different from what is required for normal portfolio management. If the Manager
uses a hedging instrument at the wrong time or judges market conditions
incorrectly, hedging strategies may reduce the Fund's return. The Fund could
also experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.
o 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. The Fund will not enter into
repurchase agreements unless ownership and control of the securities subject to
the agreement are transferred to the Fund. Repurchase agreements must be fully
collateralized. However, if the vendor fails to pay the resale price on the
delivery date, the Fund may experience costs in disposing of the collateral and
may experience losses if there is any delay in doing so. The Fund will not enter
into a repurchase agreement that will cause more than 10% of its net assets to
be subject to repurchase agreements maturing in more than seven days. 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.
o Borrowing for Liquidity. The Fund may borrow up to 33% of the value of
its assets from banks on an unsecured basis to raise cash for liquidity
purposes. The Fund can borrow only if it maintains a 300% ratio of net assets to
borrowing at all times in the manner set forth in the Investment Company Act. If
the Fund engages in borrowing, it may be subject to greater costs than funds
that do not borrow. More detail is provided in "Borrowing for Liquidity" in the
Statement of Additional Information.
Other Investment Restrictions. The Fund has certain investment
restrictions that are fundamental
policies. Under this restriction, the Fund cannot:
o Concentrate investments in any particular industry except for investment
companies which are members of the OppenheimerFunds family of mutual funds.
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 on an
ongoing basis, 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.
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<PAGE>
How the Fund is Managed
Organization and History. The Fund was organized June 2, 1998 as a Massachusetts
business trust. The Fund is an open-end, non-diversified management investment
company, with an unlimited number of authorized shares of beneficial interest.
The Fund is governed by a Board of Trustees, which is responsible for
protecting the interest of shareholders under Massachusetts law. The Trustees
periodically meet throughout the year to oversee the Fund's activities, review
its performance, and review the actions of the Manager. The Trustees are elected
by shareholders of the Fund; the initial Board was elected by the Manager as
sole initial shareholder. "Trustees and Officers of the Fund" in the Statement
of Additional Information names the Trustees and officers of the Fund and
provides more information about them. Although the Fund will not normally hold
annual meetings of Fund 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. Each class has
its own dividends and distributions and pays certain expenses, which may be
different for the different classes. Each class may have a different net asset
value. Each share has one vote at shareholder meetings, with fractional shares
voting proportionally. Only 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 handling 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 to pay 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 $85 billion as of March 31, 1998 and
with more than 4 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
systems in use today cannot distinguish the year 2000 from the year 1900 because
of the way dates are encoded and calculated. Failure to properly recognize dates
after 1999 could have a negative impact on handling securities trades, pricing
and accounting 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
15
<PAGE>
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.
o Portfolio Manager. The Portfolio Manager of the Fund is
Jerry Webman, who is
employed by the Manager. He is the person principally responsible
for the day-to-day management
of the Fund's portfolio. Mr. Webman also serves as an officer and
portfolio manager for other
Oppenheimer funds. Previously, Mr. Webman was an officer and
analyst with Prudential Mutual
Funds.
o Fees and Expenses. The Fund pays expenses related to its daily
operations, such as custodian fees, Trustees' fees, transfer agency fees,
Wrapper Agreement fees, legal fees 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 other expenses paid by the Fund is contained in the Statement of
Additional Information.
o 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 other Oppenheimer
funds and is sub-distributor for funds managed by a subsidiary of the Manager.
o 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 the other
Oppenheimer funds. Plan sponsors should
direct inquiries about their Plan accounts to the Transfer Agent
at the address and toll-free number
shown below in this Prospectus and on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "total return"
and "yield" 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 data may help you see how well your
investment has done over time and to compare it to other mutual funds or market
indices.
It is important to understand that the Fund's yields and total returns
represent past performance and should not be considered to be predictions of
future returns or performance. This performance data is described below, but
more detailed information about how total returns and yields 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
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<PAGE>
investment performance will vary over time, depending on market conditions, the
composition of the portfolio, expenses and which class of shares purchased.
o 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
including the effect of the sales charge and those returns would be less if
sales charges were deducted.
o Yield. Different types of yields may be quoted to show performance. Each
class of shares calculates its standardized yield by dividing the annualized net
investment income per share on the portfolio during a 30-day period by the
maximum offering price on the last day of the period. The yield of each class
will differ because of the different expenses of each class of shares. The yield
data represents a hypothetical investment return on the portfolio, and does not
measure an investment return based on dividends actually paid to shareholders.
To show that return, a dividend yield may be calculated. Dividend yield is
calculated by dividing the dividends of a class paid for a stated period by the
maximum offering price on the last day of the period and annualizing the result.
Yields for Class A shares normally reflect the deduction of the maximum initial
sales charge, but may also be shown without deducting the sales charge. Yields
for Class B shares and Class C shares do reflect the deduction of the wrapper
fees but do not reflect the deduction of the contingent deferred sales charge or
the redemption fee.
ABOUT FUND ACCOUNTS
How to Buy Shares
Plan Participants. The purchase of Fund shares by Plan participants are handled
in accordance with each Plan's specific provisions. Plan participants should
contact their Plan administrator for details concerning how they may purchase
shares of the Fund. It is the responsibility of the Plan administrator or other
Plan service provider to forward instructions for purchase transactions to the
Fund's transfer agent. The following discussion of how to purchase Fund shares
is intended for the Plan administrator or other Plan service provider.
Classes of Shares. The Fund offers Plans four different classes of shares. 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.
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<PAGE>
o Class A Shares. If a Plan purchases Class A shares, it will pay an
initial sales charge on investments up to $500,000. If a Plan purchases Class A
shares as part of an investment of at least $500,000 in shares of one or more
Oppenheimer funds, or if the Plan has 100 or more eligible participants, has
plan assets of at least $500,000, or the Plan certifies that it projects to have
annual plan purchases of $200,000 or more, then the Plan will not pay an initial
sales charge, but if the Plan sells any of those shares within 18 months of
buying them, the Plan may pay a contingent deferred sales charge. The amount of
that sales charge will vary depending on the amount invested. Sales charge rates
are described in "Buying Class A Shares," below.
o Class B Shares. If a Plan purchases Class B shares, it will pay no sales
charge at the time of purchase, but if it sells those shares within five years
of buying them, the Plan may pay a contingent deferred sales charge. That sales
charge varies depending on how long the Plan owned the shares as described in
"Buying Class B Shares," below.
o Class C Shares. If a Plan purchases Class C Shares, it will pay no sales
charge at the time of purchase, but if the Plan sells those shares within 12
months of buying them, it may pay a contingent deferred sales charge of 1%, as
discussed in "Buying Class C Shares", below.
o Class Y Shares. Class Y Shares are sold at net asset value per share
without the imposition of a sales charge at the time of purchase to retirement
plans that have a special agreement with the Distributor. Class Y shares are not
subject to a contingent deferred sales charge, asset-based sales charge or
service fee.
How Much Must a Plan Invest? A Plan can open a Fund account in Class A, B, or C
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25.
How are Shares Purchased? A Plan can buy shares several ways -- through any
dealer, broker or financial institution that has a sales agreement with the
Distributor, directly through the Distributor, or automatically from a 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. Be sure to specify
either Class A, Class B, Class C or, if the Plan qualifies, Class Y shares on
the Account Application when opening Fund accounts. If a plan does not choose a
Class of shares, its investment in the Fund will be made in Class A shares.
Buying Shares Through A Dealer. The Plan's designated dealer will place purchase
orders with the Distributor on behalf of the Plan. 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.
o 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 the Plan doesn't
list a dealer on the application, the
Distributor will act as the Plan's agent in buying the shares. However, we
recommend that the Plan discuss its investment first with a financial advisor,
to be sure it is appropriate for the Plan.
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<PAGE>
o Buying Shares Through OppenheimerFunds AccountLink. A Plan can use
AccountLink to link its Fund account with an account at a U.S. bank or other
financial institution that is an Automated Clearing House (ACH) member to
transmit funds electronically to purchase shares, or to have the Transfer Agent
send redemption proceeds.
Shares are purchased for an account on AccountLink on the regular business
day the Distributor is instructed by a Plan representative to initiate the ACH
transfer to buy shares. A Plan can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. A Plan should request
AccountLink privileges on the application or dealer settlement instructions used
to establish the account. Please refer to "AccountLink," below for more details.
o Asset Builder Plans. A Plan may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from an account at a bank
or other financial institution under an Asset Builder Plan with AccountLink.
Details are in the Statement of Additional Information.
o At What Prices Are Shares Sold? Shares of the Fund 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 a Plan to receive that day's offering
price, the Distributor or an authorized entity must receive the purchase 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 a Plan buys shares through a dealer, the dealer must receive the
purchase order by the close of The New York Stock Exchange on a regular business
day and 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.
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, where purchases are not subject to an initial sales charge, the
offering price may be net asset value. In some cases, reduced sales charges may
be available, as described below. Out of the amount a Plan invests, the Fund
receives the net asset value to invest for Plan accounts. The sales charge
varies depending on the amount purchased. A portion of the sales charge may be
retained by the Distributor and allocated to the dealer as commission. The
current sales charge rates and commissions paid to dealers and brokers are as
follows:
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<PAGE>
Front-End Front-End
Sales Charge Sales Charge Commission
As PercentageAs Percentage of As Percentage of
Amount of Purchase Offering PricAmount Invested Offering Price
- -----------------------------------------------------------------------------
Less than $100,000 3.50% 3.63% 3.00%
- -----------------------------------------------------------------------------
$100,000 or more but
less than $250,000 3.00% 3.09% 2.50%
- -----------------------------------------------------------------------------
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
- ----------------------------------------------------------------------------
$500,000 or more None None None
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.
o 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:
o Purchases by a retirement plan qualified under section 401(a) or 401(k)
of the Internal Revenue Code if the retirement plan has total plan assets of
$500,000;
o 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,
employee benefit plan, group retirement plan, an employee's 403(b)(7) custodial
plan, 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.
o Purchases by an OppenheimerFunds Rollover IRA if the purchases are made
(1) through a broker, dealer, bank or registered investment advisor 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.
The Distributor pays dealers of record commissions on those purchases in
an amount equal to 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. 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 a Plan redeems any of those shares 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") will be deducted from the redemption
proceeds. That sales charge may be equal to 1.0% of
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<PAGE>
the lesser of (1) the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
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 commissions the Distributor paid to
the selling dealer on all Class A shares of all Oppenheimer funds the Plan
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 the Plan 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 sales charge will
apply.
Reduced Sales Charges for Class A Share Purchases. A Plan may be eligible to buy
Class A shares at reduced sales charge rates in one or more of the following
ways:
o Right of Accumulation. To qualify for the lower sales charge rates that
apply to larger purchases of Class A shares, a Plan can add together Class A and
Class B shares it purchases. A fiduciary can count all shares purchased for one
or more employee benefit plans of the same employer that has multiple accounts.
Additionally, a Plan 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 for current purchases of Class A shares. A Plan can also include
Class A and Class B shares of Oppenheimer funds it 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 the Plan still holds
its investment in one of the Oppenheimer funds. The Distributor will add the
value, at current offering price, of the shares it 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 a Plan buys shares.
o Letter of Intent. Under a Letter of Intent, if a Plan purchases Class A
shares or Class A and Class B shares of the Fund and other Oppenheimer funds
during a 13-month period, the Plan can reduce the sales charge rate that applies
to its purchases of Class A shares. The total amount of a Plan's 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. More
information is contained in the Application and in "Reduced Sales Charges" in
the Statement of Additional Information.
o 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"
21
<PAGE>
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 and no dealer commission is paid:
o retirement plans established by 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;
o registered management investment companies, or separate accounts of
insurance companies having an agreement with the Manager or the Distributor for
that purpose;
o 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;
o retirement plans established by 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 retirement plan account (or for the
retirement plan of such employee's spouse or minor children);
o dealers, brokers or registered investment advisors that have entered
into an agreement with the Distributor providing specifically for the use of
shares of the Fund in particular products or employee benefit plans made
available to their clients (those clients may be charged a transaction fee by
their dealer, broker, bank or advisor for the purchase or sale of Fund shares);
o 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;
o retirement plans established for 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;
o retirement accounts for which Oppenheimer Capital is the investment
advisor (the Distributor must be advised of this arrangement);
o 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 are
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 and no dealer commission is paid:
o shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
o shares purchased by the reinvestment of loan repayments by a participant
in a retirement plan for which the Manager or one of its affiliates acts as
sponsor;
22
<PAGE>
o 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; and
o shares purchased and paid for with the proceeds of shares redeemed in
the prior 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 shares of the Fund, and the Distributor may require evidence
of a Plan's qualification for this waiver.
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:
o to make Automatic Withdrawal Plan payments that are limited annually to
no more than 12% of the original account value;
o involuntary redemptions of shares by operation of law or involuntary
redemptions of small accounts (see "Shareholder Account Rules and Policies,"
below);
o 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 Manger 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;
o for distributions from Retirement Plans having 500 or more eligible
participants, except distributions due to termination of all of the Oppenheimer
funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing for this
waiver.
o 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 accounts that hold
Class A shares. Reimbursement is made quarterly at 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 Plan accounts 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 Service Plan.
23
<PAGE>
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 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 Service 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 an initial sales charge. However, if Class B shares are redeemed within
five 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 purchase price (which is the original net asset value). The contingent
deferred sales charge is not imposed on the amount of a Plan's account value
represented by the increase in net asset value over the initial purchase price.
The Class B contingent deferred sales charge is paid to the Distributor to
compensate it for 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 5 years, and (3) shares held the longest during the 5-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 the purchase was made and the dollar amount being
redeemed, according to the following schedule:
Years Since Beginning of Contingent Deferred Sales Charge
Month in which On Redemptions in That Year
Purchase Order Was Accepted (As % of Amount Subject to Charge)
- --------------------------------------------------------------------------
0-1 4.0%
- -----------------------------------------------------------------------------
1-2 3.0%
- -----------------------------------------------------------------------------
2-3 2.0%
- -----------------------------------------------------------------------------
3-4 2.0%
- -----------------------------------------------------------------------------
4-5 1.0%
- -----------------------------------------------------------------------------
5 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.
24
<PAGE>
o Automatic Conversion of Class B Shares. 72 months after a
Plan purchases 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.
Buying Class C Shares. Class C shares are sold at net asset value per share
without an initial sales charge. However, if Class C shares are redeemed within
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 purchase price (which is the original net asset value). The contingent
deferred sales charge is not imposed on the amount of a Plan's 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.
All purchases are considered to have been made on the first regular business day
of the month in which the purchase was made.
o 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
compensate the Distributor for
distributing Class B and C shares and servicing accounts. Under
the Distribution and Service Plans,
the Fund pays the Distributor an annual "asset-based sales charge" of 0.75% per
year on Class B shares that are outstanding for 6 years or less and on Class C
shares. The Distributor also receives a service fee of 0.25% per year under each
Distribution and
Service Plan.
Under each Distribution and Service 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 and Class C expenses by up to
1.00% of the net assets per year of the respective class.
The Distributor uses the service fees to compensate dealers for providing
personal services for Plan accounts that hold Class B or 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.
25
<PAGE>
The asset-based sales charge allows investors to buy Class B or 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 2.75% 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 sales of
Class B shares is 3.00% of the purchase price. The Fund pays the asset-based
sales charge to the Distributor for its services rendered in connection with the
distribution of Class B shares. Those payments, retained by the Distributor, are
at a fixed rate which 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
shares. If a dealer has a special agreement with the Distributor, the
Distributor will 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 of Class C 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 C shares is therefore 1.00% of the purchase price. The Distributor retains
the asset-based sales charge during the first year Class C shares are
outstanding to recoup sales commissions it has paid, the advances of service fee
payments it has made, and its financing cost and other expenses. If a dealer has
a special agreement with the Distributor, the Distributor shall 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 plans to pay the asset-based sales charge as an ongoing commission
to the dealer on Class C shares that have been outstanding for a year or more.
Because the Distributor's actual expenses in selling Class B and 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 C shares, those expenses may be carried over and
paid in future years. If either Plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales charge
to the Distributor for certain expenses it incurred before the Plan was
terminated.
o 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 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 in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares in
the following cases:
26
<PAGE>
o 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);
o returns of excess contributions to Retirement Plans;
o distributions from retirement plans to make "substantially
equal periodic payments" as
permitted in Section 72(t) of the Internal Revenue Code that do not exceed 10%
of the account value annually, measured from the date the Transfer Agent
receives the request; or
o 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;
o 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:
o 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;
o shares issued in plans of reorganization to which the Fund
is a party; and
o shares redeemed involuntarily, as described in "Shareholder Account
Rules and Policies," below.
Special Shareholder Services
AccountLink. OppenheimerFunds AccountLink links a Plan's Fund account to it's
account at a bank or financial institution to enable the Plan 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 its bank account. Please call the Transfer
Agent for more information.
AccountLink privileges should be requested on the Application used to buy
shares, or on the dealer's settlement instructions if the Plan buys shares
through a dealer. After the Plan's account is established, it can request
AccountLink privileges by sending signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each Plan account as well
as to the Plan's dealer representative of record unless and until the Transfer
Agent receives written instructions terminating or changing those privileges.
After a Plan establishes AccountLink for its Fund account, any change of bank
account information must be made by signature-guaranteed instructions to the
Transfer Agent signed by the Plan Trustee or Plan Sponsor.
27
<PAGE>
o Using AccountLink to Buy Shares. Purchases may be made by telephone only
after the Plan's 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 the Plan's bank
account.
o PhoneLink. PhoneLink is the OppenheimerFunds automated telephone system
that enables Plan sponsors or Plan Trustees to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after obtaining a Personal Identification
Number (PIN), by calling the special PhoneLink number: 1-800- 533-3310.
o Purchasing Shares. A Plan may purchase shares in amounts up to $100,000
by phone, by calling 1-800-533-3310. The Plan must have established AccountLink
privileges to link its bank account with the Fund, to pay for these purchases.
o Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, the Plan Sponsor or Plan Trustee can exchange shares
automatically by phone from the Plan's Fund account to certain other Oppenheimer
funds accounts the Plan has already established by calling the special PhoneLink
number. Please refer to "How to Exchange Shares," below, for details.
o Selling Shares. A Plan can redeem shares by telephone automatically by
calling the PhoneLink number and the Fund will send the proceeds directly to the
Plan's 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 Plan account
balances, 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 the Plan fiduciary authorized to perform transactions on behalf
of the Plan 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 the Plan sponsor does not wish to have Internet
account transactions capability for its plan accounts, 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
a Plan to sell shares automatically or exchange them to another Oppenheimer
funds account on a regular basis:
o Automatic Withdrawal Plans. If the Plan's Fund account is
worth $5,000 or more, the
Plan can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly,
28
<PAGE>
quarterly, semi-annual or annual basis. The checks may be sent to the Plan
Trustee or Plan Sponsor or sent automatically to the Plan's bank account on
AccountLink.
You may even set up certain types
of withdrawals of up to $1,500 per month by telephone. Consult
the Statement of Additional
Information for more details.
o Automatic Exchange Plans. A Plan can authorize the Transfer Agent to
exchange an amount established in advance automatically for shares of up to five
other Oppenheimer funds (other then Oppenheimer Money Market Fund, Oppenheimer
Limited-Term Government Fund or Oppenheimer Cash Reserves) 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 a Plan redeems some or all of its Class A or Class B
shares of the Fund, it has up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other Oppenheimer funds
without paying a sales charge. This privilege applies to Class A shares that are
purchased subject to an initial sales charge and to Class A or Class B shares on
which the Plan paid a contingent deferred sales charge when it redeemed them.
This privilege does not apply to Class C shares. The Plan Trustee or Plan
Sponsor must be sure to ask the Distributor for this privilege when sending
payment. Please consult the Statement of Additional Information for more
details.
Retirement Plans. Fund shares are only available as an investment solely to
employee benefit plans and 403(b)(7) Custodial 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; not all of which may invest in the Fund.
o Individual Retirement Accounts including rollover IRAs and Roth IRAs,
for individuals and their spouses and SIMPLE IRAs for employers
o 403(b)(7) Custodial Plans for employees of eligible
tax-exempt organizations, such as
schools, hospitals and charitable organizations
o SEP-IRAs (Simplified Employee Pension Plans) for small business owners
or people with income from self-employment
o Pension and Profit-Sharing Plans for self-employed persons
and other employers
o 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
Plan Participants. The redemption of Fund shares by Plan participants are
handled in accordance with each Plan's specific provisions. Plans may have
different provisions with respect to the timing and method of redemptions by
Plan participants. Plan participants should contact their Plan administrator for
details concerning how they may redeem shares of the Fund. It is the
responsibility of the Plan administrator or other Plan service providers to
forward instructions for redemption
29
<PAGE>
transactions to the Fund's transfer agent. The following
discussion pertains to the Plan sponsor or
Plan administrator.
Plan Sponsors and Plan Administrators. A Plan can arrange to take money out of
its Fund account by selling (redeeming) some or all of its shares on any regular
business day. A Plan's shares will be sold at the next net asset value
calculated after an order is received and accepted by the Transfer Agent. The
Fund offers Plans a number of ways to sell Fund shares: in writing or by
telephone. A Plan can also set up Automatic Withdrawal Plans to redeem shares on
a regular basis, as described above. If the Plan's administrator has questions
about any of these procedures, please call the Transfer Agent first, at
1-800-525-7048, for assistance.
Redemption Fees. Redemptions of Fund shares made for reasons other than benefit
responsive withdrawals by Plan participants (i.e., upon the Plan participant's
death, retirement, disability or separation from service; to fund Plan
participant loans and other "in service" withdrawals made pursuant to the terms
of the Plan; and for transfers to other Plan investment options that are not
competing funds. A competing fund is defined to be any fixed income investment
option of the Plan with a targeted average effective portfolio duration of three
years or less, including money market funds), will be subject to a redemption
fee, payable to the Fund, of 2.0% of the proceeds of the redemption, whether the
redemption is made in kind (described below) or in cash. The Fund reserves the
right to withhold from the redemption proceeds the 2.0% redemption fee if 15% or
more of Plan assets invested in the Fund are redeemed within five business days
pending a determination of whether the redemption fee is applicable. See the
Statement of Additional Information for information about the applicability of
the Redemption Fee to withdrawals caused by certain employer events.
Redemption In-Kind. The Fund reserves the right to honor any requests for
redemptions by making payment in whole or in part in Covered Assets and in
Wrapper Agreements, selected solely in the discretion of the Manager. To the
extent that a redemption in kind includes Wrapper Agreements, the Fund will
assign to the redeeming Plan one or more Wrapper Agreements issued by the
Wrapper Providers covering the Covered Assets distributed in kind. The terms and
conditions of Wrapper Agreements provided to a redeeming Plan will be the same
or substantially similar to the terms and conditions of the Wrapper Agreements
held by the Fund. Please refer to "Redemptions In-Kind" in the Statement of
Additional Information for further details.
o Certain Requests Require a Signature Guarantee. To
protect the Plan and the Fund
from fraud, certain redemption requests must be in writing and
must include a guarantee of the Plan
sponsor's or Plan administrator's signature in the following situations (there
may be other situations also requiring a signature guarantee):
o The Plan wishes to redeem more than $50,000 worth of
shares and receive a check
o The redemption check is not payable to the Plan listed on
the account statement
o The redemption check is not sent to the Plan's address of
record on the account statement
o Shares are being transferred to a Fund account with a
different owner or name
o Shares are redeemed by someone other than the owners (such
as an Executor)
30
<PAGE>
o Where Can a Plan Sponsor or Plan Administrator Have
His/Her Signature
Guaranteed? The Transfer Agent will accept a guarantee of the
Plan sponsor's or Plan
administrator's 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. The Plan
sponsor or Plan administrator must include his/her fiduciary title
in the signature.
Selling Shares by Mail. Write a "letter of instructions" that
includes:
o The Plan's name
o The Fund's name
o The Plan's account number (from the account statement) o The dollar
amount or number of shares to be redeemed o Any special payment
instructions o Any share certificates for the shares being sold o The
signatures of all persons authorized to negotiate the
account on behalf of the Plan
o 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 requests by mail:
OppenheimerFunds Services
P.O. Box 5270, Denver, Colorado 80217
Send courier or Express Mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
Selling Shares by Telephone. Plan sponsors and Plan administrators may also sell
shares by telephone. To receive the redemption price on a regular business day,
all calls 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. Plan sponsors and Plan administrators may not redeem shares held in an
OppenheimerFunds-sponsored retirement plan or under a share certificate by
telephone.
o To redeem shares through a service representative, call
1-800-852-8457
o To redeem shares automatically on PhoneLink, call
1-800-533-3310
A Plan may have a check sent to the address on the account statement, or,
if the Plan has linked its Fund account to its bank account on AccountLink, the
Plan may have the proceeds wired to that bank account.
o Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone,
once in any 7-day period. The check must be payable to all owners
of record of the shares and must
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<PAGE>
be sent to the address on the account statement. This service is
not available within 30 days of
changing the address on an account.
o Telephone Redemptions Through AccountLink or Wire. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated when
establishing AccountLink. Normally the ACH transfer to the Plan's bank is
initiated on the business day after the redemption. A Plan does not receive
dividends on the proceeds of the shares redeemed while they are waiting to be
transferred.
Selling Shares Through a 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 and
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 those Oppenheimer funds
designated as investment options for your Plan at net asset value per share at
the time of exchange, without sales charge. Shares of the Fund may not be
exchanged for shares of Oppenheimer Money Market Fund, Oppenheimer Limited-Term
Government Fund or Oppenheimer Cash Reserves. To exchange shares, the Plan must
meet several conditions:
o Shares of the fund selected for exchange must be available for sale in
the Plan sponsor's state of organization.
o The prospectuses of this Fund and the fund whose shares the Plan wants
to buy must offer the exchange privilege.
o The Plan must hold the shares purchased when it establishes its account
for at least 7 days before the Plan can exchange them; after the account is open
7 days, the Plan can exchange shares every regular business day.
o The Plan must meet the minimum purchase requirements for the fund it
purchased by exchange.
o Before exchanging into a fund, the Plan sponsor 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, the Plan can
exchange Class A shares of this Fund only for Class A shares of another fund. 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:
o Written Exchange Requests. Submit an OppenheimerFunds
Exchange Request form,
signed by the Plan sponsor or Plan administrator. Send it to the
Transfer Agent at the addresses listed
in "How to Sell Shares."
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<PAGE>
o 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 names and address. Shares held under
certificates may not be exchanged by telephone.
There are certain exchange policies shareholders should be aware of:
o 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 being exchanged into up to 7
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 disposition of
securities at a time or price disadvantageous to the Fund.
o 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.
o The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund will attempt to provide shareholders notice whenever it
is reasonably able to do so, it may impose these changes at any time.
o If the Transfer Agent cannot exchange all the shares a shareholder
requests because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
o 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.
Under most circumstances, the total value of the Fund's shares are
expected to equal Book Value of the Covered Assets. The Fund's shares will be
valued daily by applying a daily accumulation factor, based on the Crediting
Rate under the Wrapper Agreements. Pursuant to procedures adopted by the Fund's
Board of Trustees, fair value of a Wrapper Agreement ("Wrapper Value") generally
will be equal to the difference between the Book Value and the market value of
the applicable Covered Assets. The Book Value of the Covered Assets will
generally equal the Wrapper Value plus the net asset value of the Class Y shares
of Limited-Term Government Fund, Bond Fund, U.S. Government Trust, Strategic
Income Fund and the shares of Money Market Fund, plus the value of any hedging
instruments and repurchase agreements, minus the Fund's expenses. The Crediting
Rate under each Wrapper Agreement is reset each month using a standard formula
contained in the Wrapper
33
<PAGE>
Agreement. Each Wrapper Agreement is expected to use the same reset formula. If
the market value of the Covered Assets is greater than their Book Value, the
Wrapper Value will be reflected as a liability of the Fund in the amount of the
difference, i.e., a negative value, reflecting the potential liability of the
Fund to the provider of the Wrapper Agreement. If the market value of the
Covered Assets is less than their Book Value, the Wrapper Value will be
reflected as an asset of the Fund in the amount of the difference, i.e., a
positive value, reflecting the potential liability of the provider of the
Wrapper Agreement to the Fund. In performing its fair value determination, the
Fund's Board expects to consider the creditworthiness and ability of a provider
of a Wrapper Agreement to pay amounts due under the Wrapper Agreements. If the
Board determines that a provider of Wrapper Agreements is unable to make such
payments, the Board may assign a fair value to the Wrapper Agreement that is
less than the difference between the Book Value and the market value of the
applicable Covered Assets and the Fund might be unable to maintain NAV
stability.
o 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.
o 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 person authorized to negotiate the account, the Fund and the
Transfer Agent may rely on the instructions of any one such individual.
Telephone privileges apply to each person authorized to negotiate the account
and the dealer representative of record for the account unless and until the
Transfer Agent receives cancellation instructions from a person authorized to
negotiate the account.
o 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 a Plan sponsor or Plan administrator is unable to
reach the Transfer Agent during periods of unusual market activity, those
individuals may not be able to complete a telephone transaction and should
consider placing an order by mail.
o 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.
o 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.
o 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
34
<PAGE>
delay may be avoided if a Plan purchases shares by federal funds wire, certified
check or arrange with its bank to provide telephone or written assurance to the
Transfer Agent that its purchase
payment has cleared.
o Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $1,000 for any reason other than 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.
o "Backup Withholding" of Federal income tax may be applied at the rate of
31% from dividends, distributions and redemption proceeds (including exchanges)
if a Plan sponsor fails to furnish the Fund a correct and properly certified
Taxpayer Identification Number of the Plan or the Plan sponsor when they sign
the application.
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 each regular business day and pays
those dividends to shareholders monthly. Normally, dividends are paid on the
last business day every month, but the Board of Trustees can change that date.
Distributions may be made monthly from any net short-term capital gains the Fund
realizes in selling securities. Dividends paid on Class Y shares generally are
expected to be higher than for Class A, Class B and Class C shares because
expenses allocable to Class A, Class B and Class C shares will generally be
higher.
The Fund may declare and pay dividends in amounts which are not equal to
the amount of the net investment income it actually earns. In the event
distributions exceed the income earned by the Fund, the excess may be considered
a return of capital. In the event the income earned by the Fund exceeds the
amount of the dividends distributed, the Fund may make an additional
distribution of such excess amount. The Board of Trustees, in an effort to
maintain a stable NAV per share in the event of an additional distribution, may
declare, effective on the ex-distribution date of an additional distribution, a
reverse split of the shares of the Fund in an amount that will cause the total
number of shares held by each shareholder, including shares acquired on
reinvestment of that distribution, to remain the same as before that
distribution was paid.
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, which is June 30.
Long-term capital gains will be separately
identified in the tax information the Fund sends to the Plan sponsor or Plan
administrator 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. Since shares of the Fund are
sold only to Plans, it is expected that all dividends and capital gains
distributions will be reinvested in additional shares of the Fund.
Taxes. The Fund intends to qualify to be treated as a regulated investment
company under the Internal Revenue Code of 1986, as amended. As a regulated
investment company, the Fund will not be subject to U.S. federal income tax on
its investment company taxable income and net capital gain, if any, that it
distributes to its shareholders. For Plan participants utilizing the Fund as an
investment option under their Plan, dividend and capital gain distributions from
the Fund generally will not be
35
<PAGE>
subject to current taxation, but will accumulate on a tax-deferred basis. In
general, Plans are governed by a complex set of tax rules. Plan participants
should contact their Plan administrator, the Plan's Summary Plan Description,
and/or a professional tax advisor regarding the tax consequences of
participating in the Plan and of any Plan contributions or withdrawals.
This information is only a summary of certain federal tax information
about Fund investments. More information is contained in the Statement of
Additional Information.
36
<PAGE>
Oppenheimer Stable Value Fund
Two World Trade Center
New York, NY 10048-0203
1-800-525-7048
Investment Advisor
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 and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
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.
*Printed on recycled paper
stabpsp.#2
37
<PAGE>
<PAGE>
Oppenheimer Stable Value 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 Stable Value 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.................................2
Other Investment Techniques and Strategies.....................5
Other Investment Restrictions.................................14
How the Fund is Managed..........................................15
Organization and History......................................15
Trustees and Officers of the Fund.............................16
The Manager and Its Affiliates................................20
Brokerage Policies of the Fund...................................22
Performance of the Fund..........................................23
Distribution and Service Plans.....................................
About Your Account
How to Buy Shares................................................30
How to Sell Share..................................................
How to Exchange Shares.............................................
Dividends, Capital Gains and Taxes...............................45
Additional Information about the Fund............................46
Financial Information About the Fund
Independent Auditors' Report.....................................47
Financial Statements.............................................48
Appendix
Industry Classifications........................................A-1
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<PAGE>
ABOUT THE FUND
Investment Objective And Policies. The investment objective and
policies of the Fund are
described in the Prospectus.
Investment Policies and Strategies of Underlying Oppenheimer Funds. The
Prospectus contains a brief description of Oppenheimer Limited-Term Government
Fund (" Limited-Term Government Fund"), Oppenheimer Bond Fund ("Bond Fund"),
Oppenheimer U.S. Government Trust ("U.S. Government Trust"), Oppenheimer
Strategic Income Fund ("Strategic Income Fund"), and Oppenheimer Money Market
Fund, Inc. ("Money Market Fund") (collectively referred to as the "underlying
funds"), including each underlying funds investment objective. Set forth below
is supplemental information about the types of securities each underlying fund
may invest in, as well as strategies each underlying fund may use to try to
achieve its objection. For more complete information about each underlying
fund's investment policies and strategies, please refer to each underlying
fund's prospectus. You may obtain a copy of each underlying fund's prospectus by
calling 1-800-525-7048.
o U.S. Government Securities. Each of the underlying
Funds may purchase U.S. Government
securities. These include obligations issued or guaranteed by the
U.S. Government or any of its agencies
or instrumentalities. These may include direct obligations of the U.S. Treasury,
such as Treasury bills, notes and bonds. Other U.S. Government Securities are
supported by the full faith and credit of the United States, such as
pass-through certificates issued by the Government National Mortgage
Association. Others may be supported by the right of the issuer to borrow from
the U.S. Treasury, such as securities of Federal Home Loan Banks. Others may be
supported only by the credit of the instrumentality, such as obligations of the
Federal National Mortgage Association.
o Mortgage-Backed Securities. Limited-Term Government
Fund, Bond Fund, U.S.
Government Trust and Strategic Income Fund may also purchase
mortgage-backed securities and
collateralized mortgage obligations issued or guaranteed by the
U.S. government or its agencies or
instrumentalities. Bond Fund may also purchase mortgage-backed
securities and collateralized mortgage
obligations issued by private issuers. Limited-Term Government
Fund, Bond Fund, U.S. Government
Trust and Strategic Income Fund may also invest in "stripped"
mortgage-backed securities, CMOs or other
securities issued by agencies or instrumentalities of the U.S.
Government, and Bond Fund may invest in
private-issuer stripped securities. Bond Fund, U.S. Government Trust and
Strategic Income Fund may also enter into "forward roll" transactions with
mortgage backed securities. In a forward roll transaction, the fund sells
mortgage-backed securities it holds to banks or other buyers and simultaneously
agrees to repurchase a similar security from that party at a later date at an
agreed-upon price.
o Asset-Backed Securities. Bond Fund, Strategic Income
Fund and Money Market Fund may
invest in asset-backed securities (securities that represent interests in pools
of consumer loans and other trade receivables, similar to mortgage-backed
securities).
o Zero Coupon Securities. Bond Fund and Strategic Income Fund may invest
in zero coupon securities (securities which may be issued by the U.S.
government, its agencies or instrumentalities or by private issuers, that are
offered at a substantial discount from their face value and do not pay interest
but mature at face value), and Strategic Income Fund may invest in zero coupon
corporate securities (which are similar to U.S. Government zero coupon Treasury
securities but are issued by companies).
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<PAGE>
o Debt Securities of Domestic Companies. Bond Fund and
Strategic Income Fund may invest
in debt securities of U.S. companies. Those corporate debt securities may be
rated as low as "D" by Standard & Poor's or "C" by Moody's. Bond Fund may invest
up to 35% of its assets in lower-grade securities (often called junk bonds) and
Strategic Income Fund may invest up to 100% of its assets in junk bonds.
o Debt Securities of Foreign Governments and Companies. Bond Fund and
Strategic Income Fund may invest in debt securities issued or guaranteed by
foreign companies, "supranational" entities such as the World Bank, and foreign
governments or their agencies. These foreign securities may include debt
obligations such as government bonds, debentures issued by companies and notes.
Some of these debt securities may have variable interest rates or "floating"
interest rates that change in different market conditions.
o Preferred Stocks. Bond Fund and Strategic Income Fund may invest in
preferred stocks. Preferred stocks, unlike common stocks, generally offers a
stated dividend rate payable from the corporation's earnings.
o Participation Interests. Strategic Income Fund may
acquire participation interests in loans
that are made to U.S. or foreign companies. They may be interests
in, or assignments of, the loan and are
acquired from banks or brokers that have made the loan or are members of the
lending syndicate.
o Short-term Debt Securities. In addition to U.S.
Government securities, the Money Market
Fund will invest in the following types of money market
securities: (i) bank obligations, such as time
deposits, certificates of deposit and bankers' acceptances, of a domestic bank
or foreign bank with total assets of at least $1 billion, (ii) commercial paper,
(iii) corporate obligations, (iv) other money market obligations other than
those listed above if they are subject to repurchase agreements or guaranteed as
to their principal and interest by a domestic bank having total assets in excess
of $500 million or by a corporation whose commercial paper may be purchased by
the fund, and (v) U.S. dollar-denominated short-term investments that the Money
Market Fund's Board of Directors determines present minimal credit risk and
which are of "high quality" as determined by a nationally-recognized statistical
rating organization. Money Market Fund is required to purchase only those
securities that the fund's manager, under Board- approved procedures, has
determined have minimal credit risks and have a high credit rating.
The investment techniques and strategies used by the underlying funds
include the following:
Each underlying fund may invest in illiquid and restricted securities, and
repurchase agreements. Limited-Term Government Fund, U.S. Government Trust,
Strategic Income Fund and Bond Fund may purchase "when-issued" and delayed
delivery transactions (securities that have been created and for which a market
exists, but which are not available for immediate delivery), and hedging
instruments, including certain kinds of futures contracts and put and call
options, and options on futures, or enter into interest rate swap agreements.
Bond Fund and Strategic Income Fund may enter into foreign currency exchange
contracts. None of the underlying funds use hedging instruments for speculative
purposes. Limited-Term Government Fund, U.S. Government Trust, Strategic Income
Fund and Bond Fund may also invest in derivative investments (a
specially-designed investment whose performance is linked to the performance of
another investment or security, such as an option, future or index).
Limited-Term Government Fund and U.S. Government Trust may enter into reverse
repurchase agreements and Bond Fund and U.S. Government Trust may lend their
portfolio securities, subject to certain limitations, to brokers, dealers and
other financial institutions.
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<PAGE>
o Investment Risks of Investing in Underlying Funds. Set forth below is a
brief description of the risks involved in the Fund's investment in the
underlying funds. For a more complete description of these risks, please refer
to the Prospectus and Statement of Additional Information of the underlying
funds.
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 obligation 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 certain
underlying funds may hold are described below. They affect the value of each
underlying fund's investments, its investment performance, and the prices of its
shares. These risks collectively form the risk profile of the Fund.
o Interest Rate Risks. In addition to credit risks, described below, debt
securities are subject to changes in their value due to changes in prevailing
interest rates. When prevailing interest rates fall, the values 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 each
underlying 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 each
underlying fund's portfolio of debt securities. The use of Wrapper Agreements is
designed to offset interest rate risk.
o Credit Risks. Debt securities are also subject to credit risks. Credit
risk relates to the ability of the issuer of a debt security to make interest or
principal payments on the security as they become due. Generally,
higher-yielding, lower-rated bonds (which the Bond Fund may hold) are subject to
greater credit risk than higher-rated bonds. Securities issued or guaranteed by
the U.S. Government are subject to little, if any, credit risk. Wrapper
Agreements are subject to credit risk. While the manager of the underlying funds
may rely to some extent on credit ratings by nationally recognized rating
agencies, such as Standard & Poor's or Moody's, in evaluating the credit risk of
securities selected for each underlying fund's portfolio, and Wrapper Agreements
for the Fund, it may also use its own research and analysis. However, many
factors affect an issuer's ability to make timely payments, and there can be no
assurance that the credit risks of a particular security will not change over
time.
o Foreign Securities Have Special Risks. There are certain
risks of holding foreign securities.
The first is the risk of changes in foreign currency values.
Because the Bond Fund may purchase securities
denominated in foreign currencies, a change in the value of a foreign currency
against the U.S. dollar will result in a change in the U.S. dollar value of the
Bond Fund's securities denominated in that currency. The currency rate change
will also affect its income available for distribution. Although the Bond Fund's
investment income from foreign securities may be received in foreign currencies,
the Bond Fund will be required to distribute its income in U.S. dollars.
Therefore, the Bond Fund will absorb the cost of currency fluctuations. If the
Bond Fund suffers losses on foreign currencies after it has distributed its
income during the year, the Fund may find that it has distributed more income
than was available from actual investment income. That could result in a return
of capital to shareholders.
There are other risks of foreign investing. For example, foreign issuers
are not required to use generally-accepted accounting principles. If foreign
securities are not registered for sale in the U.S. under U.S. securities laws,
the issuer does not have to comply with the disclosure requirements of our laws,
which are generally more stringent than foreign laws. The values of foreign
securities investments will be affected by other factors, including exchange
control regulations or currency blockage and possible expropriation
-4-
<PAGE>
or nationalization of assets. There may also be changes in governmental
administration or economic or monetary policy in the U.S. or abroad that can
affect foreign investing. In addition, it is generally more difficult to obtain
court judgments outside the United States if the Bond Fund has to sue a foreign
broker or issuer. Additional costs may be incurred because foreign broker
commissions are generally higher than U.S. rates, and there are additional
custodial costs associated with holding securities abroad.
o Special Risks of Lower Grade Securities. High yield, lower-grade
securities, whether rated or unrated, often have speculative characteristics.
Lower-grade securities, often referred to as "junk bonds," have special risks
that make them riskier investments than investment grade securities. They may be
subject to greater market fluctuations and risk of loss of income and principal
than lower yielding, investment-grade securities. There may be less of a market
for them and therefore they may be harder to sell at an acceptable price. There
is a relatively greater possibility that the issuer's earnings may be
insufficient to make the payments of interest due on the bonds. The issuer's low
creditworthiness may increase the potential for its insolvency.
These risks mean that the Bond Fund may not achieve the expected income
from lower-grade securities, and that the Fund's net asset value per share may
be affected by declines in value of these securities. The Bond Fund is not
obligated to dispose of securities when issuers are in default or if the rating
of the security is reduced. For foreign lower-grade securities, these risks are
in addition to the risks described in "Foreign Securities Have Special Risks."
Convertible securities may be less subject to some of these risks than other
debt securities, to the extent they can be converted into stock, which may be
more liquid and less affected by these other risk factors.
o Hedging instruments can be volatile investments and may involve special
risks. The use of hedging instruments requires special skills and knowledge of
investment techniques that are different from what is required for normal
portfolio management. If the manager uses a hedging instrument at the wrong time
or judges market conditions incorrectly, hedging strategies may reduce the
Fund's or the underlying funds' returns. The Fund or the underlying fund could
also experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.
Options trading involves the payment of premiums and has special tax
effects. There are also special risks in particular hedging strategies. For
example, if a covered call written by the Fund or an underlying fund is
exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price. In writing puts, there is a risk that the Fund or an underlying fund may
be required to buy the underlying security at a disadvantageous price. The Bond
Fund's use of Forward Contracts may reduce the gain that would otherwise result
from a change in the relationship between the U.S. dollar and a foreign
currency. Interest rate swaps are subject to the risk that the other party will
fail to meet its obligations (or that the underlying issuer will fail to pay on
time), as well as interest rate risks. The Fund or an underlying fund could be
obligated to pay more under its swap agreements than it receives under them, as
a result of interest rate changes. These risks are described in greater detail
in the Statement of Additional Information of Limited-Term Government Fund and
Bond Fund.
o Special Risks in Investing in Derivative Investments.
The company issuing the instrument
may fail to pay the amount due on the maturity of the instrument.
Also, the underlying investment or
security on which the derivative is based, and the derivative
itself, might not perform the way the Fund
manager expected it to perform. Markets, underlying securities
and indices may move in a direction not
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anticipated by the manager of the underlying fund. Performance of derivative
investments may also be influenced by interest rate and stock market changes in
the U.S.
and abroad. All of this can mean that the
investing fund will realize less principal or income from the investment than
expected. Certain derivative investments held by the Fund or an underlying Fund
may be illiquid.
Wrapper Agreements. Wrapper Agreements are structured with a number of
different features. Wrapper Agreements purchased by the Fund are of three basic
types: (1) non-participating, (2) participating and (3) "hybrid". In addition,
the Wrapper Agreements will either be of fixed- maturity or open-end maturity
("evergreen"). The Fund enters into particular types of Wrapper Agreements
depending upon their respective cost to the Fund and the Wrapper Provider's
creditworthiness, as well as upon other factors. Under most circumstances, it is
anticipated that the Fund will enter into participating or hybrid Wrapper
Agreements of open-end maturity.
Under a non-participating Wrapper Agreement, the Wrapper Provider becomes
obligated to make a payment to the Fund whenever the Fund sells Covered Assets
at a price below Book Value to meet withdrawals of a type covered by the Wrapper
Agreement (a "Benefit Event"). Conversely, the Fund becomes obligated to make a
payment to the Wrapper Provider whenever the Fund sells Covered Assets at a
price above their Book Value in response to a Benefit Event. In neither case is
the Crediting Rate adjusted at the time of the Benefit Event. Accordingly, under
this type of Wrapper Agreement, while the Fund is protected against decreases in
the market value of the Covered Assets below Book Value, it does not realize
increases in the market value of the Covered Assets above Book Value; those
increases are realized by the Wrapper Providers.
Under a participating Wrapper Agreement, the obligation of the Wrapper
Provider or the Fund to make payments to each other typically does not arise
until all of the Covered Assets have been liquidated. Instead of payments being
made on the occurrence of each Benefit Event, these obligations are a factor in
the periodic adjustment of the Crediting Rate.
Under a hybrid Wrapper Agreement, the obligation of the Wrapper Provider
or the Fund to make payments does not arise until withdrawals exceed a specified
percentage of the Covered Assets,
after which time payment covering the difference between market value and Book
Value will occur.
A fixed-maturity Wrapper Agreement terminates at a specified date, at
which time settlement of any difference between Book Value and market value of
the Covered Assets occurs. A fixed- maturity Wrapper Agreement tends to ensure
that the Covered Assets provide a relatively fixed rate of return over a
specified period of time through bond immunization, which targets the duration
of the Covered Assets to the remaining life of the Wrapper Agreement.
An evergreen Wrapper Agreement has no fixed maturity date on which payment
must be made, and the rate of return on the Covered Assets accordingly tends to
vary. Unlike the rate of return under a fixed-maturity Wrapper Agreement, the
rate of return on assets covered by an evergreen Wrapper Agreement tends to more
closely track prevailing market interest rates and thus tends to rise when
interest rates rise and fall when interest rates fall. An evergreen Wrapper
Agreement may be converted into a fixed-maturity Wrapper Agreement that will
mature in the number of years equal to the duration of the Covered Assets.
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Wrapper Providers are banks, insurance companies and other financial
institutions. The number of Wrapper Providers have been increased in recent
years. There are currently approximately 19 Wrapper Providers rated in the top
two long-term rating categories by Moody's, S&P or another nationally recognized
statistical rating organization. The cost of Wrapper Agreements is typically
0.10% to 0.25% per dollar of Covered Asset per annum.
o Risks of Investing in Wrapper Agreements. In the event of the default of
a Wrapper Provider, the Fund could potentially lose the Book Value protections
provided by the Wrapper Agreements with that Wrapper Provider. However, the
impact of such a default on the Fund as a whole may be minimal or non-existent
if the market value of the Covered Assets thereunder is greater than their Book
Value at the time of the default, because the Wrapper Provider would have no
obligation to make payments to the Fund under those circumstances.
In addition, the Fund may be
able to obtain another Wrapper Agreement from another Wrapper Provider to
provide Book Value protections with respect to those Covered Assets. The cost of
the replacement Wrapper Agreement might be higher than the initial Wrapper
Agreement due to market conditions or if the market value of those Covered
Assets is less than their Book Value at the time of entering into the
replacement agreement. Such cost would also be in addition to any premiums
previously paid to the defaulting Wrapper Provider. If the Fund were unable to
obtain a replacement Wrapper Agreement, participants redeeming Shares might
experience losses if the market value of the Fund's assets no longer covered by
the Wrapper Agreement is below Book Value. The combination of the default of a
Wrapper Provider and an inability to obtain a replacement agreement could render
the Fund unable to achieve its investment objective of seeking to maintain a
stable value per Share.
With respect to payments made under the Wrapper Agreements between the
Fund and the Wrapper Provider, some Wrapper Agreements, as noted in the Fund's
prospectus, provide that payments may be due upon disposition of the Covered
Assets or upon termination of the Wrapper Agreement. In none of these cases,
however, would the terms of the Wrapper Agreements specify which Covered Assets
are to be disposed of or liquidated. Moreover, because it is anticipated that
each Wrapper Agreement will cover all Covered Assets up to a specified dollar
amount, if more than one Wrapper Provider becomes obligated to pay to the Fund
the difference between Book Value and market value, each Wrapper Provider will
pay a pro-rata amount in proportion to the maximum dollar amount of coverage
provided. Thus, the Fund will not have the option of choosing which Wrapper
Agreement to draw upon in any such payment situation. In the event of
termination of a Wrapper Agreement or conversion of an evergreen Wrapper
Agreement to a fixed maturity, some Wrapper Agreements may require that the
duration of some portion of the Fund's portfolio securities be reduced to
correspond to the fixed maturity or termination date.
The Wrapper Agreements typically provide that either the Wrap Provider or
the Fund may terminate the Wrapper Agreement upon specified notice to the other
party. If a Wrapper Agreement is terminated the Fund intends to purchase a new
Wrapper Agreement from another financial institution on terms substantially
similar to those of the terminated Wrapper Agreement. However, there may be
certain circumstances in which substitute Wrapper Agreements are unavailable or
are available only on terms the Fund considers disadvantageous.
In such circumstances, the Wrapper Agreements permit the Fund to convert
the terminating Wrapper Agreement into a maturing Wrapper Agreement. The
maturity period for a terminating
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Wrapper Agreement will approximate the investment duration of the Fund at that
time. During that maturity period the Wrapper Agreement will apply to a distinct
investment portfolio within the Fund. That distinct portfolio will be managed to
a declining investment duration, as required by the Wrapper Agreement. The
terminating Wrap Provider will continue to be responsible for paying its
proportionate share of any payments required to satisfy redemption requests. The
terminating Wrapper Agreement will have a distinct Crediting Rate, reflecting
its distinct investment portfolio. The Fund's overall Crediting Rate will
reflect a blending of the Crediting Rate on the terminating Wrapper Agreement
and the Crediting Rate on the remaining Wrapper Agreements.
o Hedging. As described in the Prospectus, the Fund may employ one or more
types of Hedging Instruments to manage its exposure to changing interest rates
and securities prices. The Fund's strategy of hedging with Futures and options
on Futures will be incidental to the Fund's activities in the underlying cash
market. For hedging purposes, the Fund may use Interest Rate Futures and call
and put options on debt securities and Interest Rate Futures (all of the
foregoing are referred to as "Hedging Instruments"). Hedging Instruments may be
used to protect against possible declines in the market value of the Fund's
portfolio resulting from downward trends in the debt securities markets
(generally due to a rise in interest rates). A call or put may be purchased only
if, after such purchase, the value of all call and put options held by the Fund
would not exceed 5% of the Fund's total assets. The Fund will not use Futures
and options on Futures for speculation. The Hedging Instruments the Fund may use
are described below.
The Fund may use hedging to attempt to protect against declines in the
market value of the Fund's portfolio. To do so the Fund may: (i) sell Interest
Rate Futures, (ii) purchase puts on such Futures or U.S. Government Securities,
or (iii) write covered calls on securities held by it or on Futures. When
hedging to attempt to protect against the possibility that portfolio securities
are not fully included in a rise in value of the debt securities market, the
Fund may: (i) purchase Futures, or (ii) purchase calls on such Futures or on
U.S. Government Securities. Covered calls and puts may also be written on debt
securities to attempt to increase the Fund's income.
Additional Information about the Hedging Instruments the Fund may use is
provided below. At present, the Fund does not intend to enter into Futures and
options on Futures if, after any such purchase, the sum of margin deposits on
Futures and premiums paid on Futures options exceeds 5% of the value of the
Fund's total assets. 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, legally permissible and adequately disclosed.
o Writing Covered Calls. The Fund may write (i.e. sell) call options
("calls") on U.S. Government Securities to enhance income through the receipt of
premiums from expired calls and any net profits from closing purchase
transactions, subject to the limitations stated in the Prospectus. All such
calls written by the Fund must be "covered" while the call is outstanding (i.e.
the Fund must own the securities subject to the call or other securities
acceptable for applicable escrow requirements). Calls on Futures (discussed
below) must be covered by deliverable securities or by liquid assets segregated
to satisfy the Futures contract. When the Fund writes a call on a security, it
receives a premium and agrees to sell the callable investment to a purchaser of
a corresponding call on the same security 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 security), regardless of market price changes during the
call period. The Fund has retained the risk of loss should the price of the
underlying security decline during the call period, which may be offset to some
extent by the premium.
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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 written was more
or less than the price of the call subsequently purchased. A profit may also be
realized if the call expires unexercised, because the Fund retains the
underlying investment and the premium received. Any such profits are considered
short-term capital gains for Federal income tax purposes, and when distributed
by the Fund are taxable as ordinary income. 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 a deliverable bond, provided that at the time the call is written, the Fund
covers the call by segregating in escrow an equivalent dollar amount of liquid
assets. The Fund will segregate additional liquid assets if the value of the
escrowed assets drops below 100% of the current value of 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.
o Writing Put Options. The Fund may write put options on U.S. Government
securities or Interest Rate Futures but only if such puts are covered by
segregated liquid assets. The Fund will not write puts if, as a result, more
than 50% of the Fund's net assets would be required to be segregated to cover
such put obligations. In writing puts, there is the risk that the Fund may be
required to buy the underlying security at a disadvantageous price. A put option
on securities 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. Similar to writing covered calls where the Fund must own the
security subject to the call or other securities acceptable for applicable
escrow requirements, puts must be covered by segregated liquid assets equal to
the exercise price of the put. 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 current market value 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, 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 put option. 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
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<PAGE>
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 described 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.
o Purchasing Calls and Puts. The Fund may purchase calls on
U.S. Government Securities or
on Interest Rate Futures, in order to protect against the
possibility that the Fund's portfolio will not fully
participate in an anticipated rise in value of the long-term debt
securities market. The value of U.S.
Government Securities underlying calls purchased by the Fund will not exceed the
value of the portion of the Fund's portfolio invested in cash or cash
equivalents (i.e. securities with maturities of less than one year). When the
Fund purchases a call (other than in a closing purchase transaction), it pays a
premium and, except as to calls on indices or 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 Future, it pays a premium, but settlement is in cash
rather than by delivery of the underlying investment to the Fund. In purchasing
a call, 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 exercise price, 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.
The Fund may purchase put options ("puts") which relate to
U.S. Government Securities
(whether or not it holds such securities in its portfolio) or
Futures. When the Fund purchases a put, it
pays a premium and, except as to puts on 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 such 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 Interest Rate Futures or U.S. Government Securities
permits the Fund either to resell the put or 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 the bond market, 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 Interest Rate Futures or U.S. Government
Securities not held by it, the put protects the Fund to the extent that the
prices of the underlying Future or U.S. Government Security move in a similar
pattern to the prices of the U.S. Government Securities in the Fund's portfolio.
An option position may be closed out only on a market which provides
secondary trading for options of the same series and there is no assurance that
a liquid secondary market will exist for any particular option. The Fund's
option activities may affect its turnover rate and brokerage commissions. The
exercise by the Fund of puts on securities will cause the sale of related
investments, increasing portfolio turnover. Although such exercise is within the
Fund's control, holding a put might cause the
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Fund to sell the related investments for reasons which would not exist in the
absence of the put. The Fund may pay a brokerage commission each time it buys a
put or call, sells a call, or buys or sells an underlying investment in
connection with the exercise of a put or call. Such commissions may be higher
than those which would apply to direct purchases or sales of such underlying
investments. Premiums paid for options are small in relation to the market value
of the related investments, and consequently, put and call options offer large
amounts of leverage. The leverage offered by trading in options could result in
the Fund's net asset value being more sensitive to changes in the value of the
underlying investments.
o Interest Rate Futures. The Fund may buy and sell Interest
Rate Futures. No price is paid or
received upon the purchase or sale of an Interest Rate Future. An
Interest Rate Future obligates the seller
to deliver and the purchaser to take a specific type of debt
security at a specific future date for a fixed
price. That obligation may be satisfied by actual delivery of the
debt security or by entering 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 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 made 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 realized
for tax purposes. Although Interest Rate Futures by their terms call for
settlement by delivery or acquisition of debt securities, 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.
o Additional Information About Hedging Instruments and Their Use. The
Fund's Custodian, or a securities depository acting for the Custodian, will act
as the Fund's escrow agent, through the facilities of the Options Clearing
Corporation ("OCC"), as to the investments on which the Fund has written options
traded on exchanges or as to other acceptable escrow securities, so that no
margin will be required for such transactions. OCC will release the securities
covering a call on the expiration of the option or upon the Fund entering into a
closing purchase transaction. An option position may be closed out only on a
market which provides secondary trading for options of the same series, and
there is no assurance that a liquid secondary market will exist for any
particular option.
When the Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a primary U.S. Government securities dealer, which
would establish a formula price at which the Fund would have the absolute right
to repurchase that OTC option. That formula price would generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the market price of the underlying security (that
is, the extent to which the option "is in-the-money"). When the Fund writes an
OTC option, it will treat as illiquid (for purposes of the limit on its assets
that may be invested in illiquid securities, stated in the Prospectus) the
mark-to-market value of any OTC option held by it. The Securities and Exchange
Commission ("SEC") is evaluating whether OTC options should be considered liquid
securities, and the procedure described above could be affected by the outcome
of that evaluation.
o 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 thereon as established by the
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Commodities Futures Trading Commission ("CFTC"). In particular, the Fund is
excluded from registration as a "commodity pool operator" if it 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 net assets for hedging strategies that are not
considered bona fide hedging strategies under the Rule.
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 through one or more 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, when the Fund purchases a Future, the Fund will
maintain, in a segregated account or accounts with its Custodian, cash or
readily- 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.
o Risks Of Hedging With Options and Futures. In addition to the risks with
respect to hedging discussed in the Prospectus and above, there is a risk in
using short hedging by selling Futures to attempt to protect against decline in
value of the Fund's portfolio securities (due to an increase in interest rates)
that the prices of such 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 offsetting
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.
o Repurchase Agreements. The Fund may acquire securities
that are subject to repurchase
agreements, in order to generate income while providing liquidity.
In a repurchase transaction, the
Fund acquires a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date. An "approved vendor" is a
U.S. commercial bank, 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
the credit requirements set by the Fund's Board of Trustees from time to time.
The sale 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 resale typically will occur within one to five days of
the purchase. Repurchase agreements are considered "loans" under the Investment
Company Act of 1940 (the "Investment Company Act"), collateralized by the
underlying security. The Fund's repurchase agreements will require that at all
times while the repurchase agreement is in
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<PAGE>
effect, the collateral's value 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. If the vendor of a
repurchase agreement fails to pay the agreed-upon resale price on the delivery
date, the Fund's risks in such event may include any costs of disposing of the
collateral, and any loss from any delay in foreclosing on the collateral.
o Borrowing for Liquidity. From time to time, the Fund may borrow from
banks on an unsecured basis 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 the
borrowing, is equal to at least 300% of all borrowing, 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 in
the underlying funds at a time when independent investment judgement would not
dictate such sale. Interest on money borrowed is an expense the Fund would not
otherwise incur, so that during periods of substantial borrowing, its expenses
may increase more than similar funds that do not borrow.
Other Investment Restrictions
The Fund's most significant investment restriction is set forth in the
Prospectus. There are additional investment restrictions that the Fund must
follow that are also fundamental policies. Fundamental policies and the Fund's
investment objective, cannot be changed without the vote of a "majority" of the
Fund's outstanding voting securities. Under the Investment Company Act, such a
"majority" vote is defined 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:
(1) purchase or sell real estate, commodities or commodity contracts;
however, the Fund may use hedging instruments approved by its Board whether or
not such hedging instruments are considered commodities or commodity contracts;
(2) invest in interests in oil, gas, or other mineral exploration or
development programs;
(3) purchase securities on margin or make short sales of securities;
however the Fund may make margin deposits in connection with its use of hedging
instruments approved by its Board;
(4) underwrite securities except to the extent the Fund may be deemed to
be an underwriter in connection with the sale of securities held in its
portfolio;
(5) enter into reverse repurchase agreements that will cause more than 25%
of the Fund's total assets to be subject to such agreements;
(6) make investments for the purpose of exercising control of management;
(7) purchase or retain securities of any company if, to the knowledge of
the Fund, its officers and trustees and officers and directors of the Manager
who individually own more than 0.5% of the securities of such company together
own beneficially more than 5% of such securities; or
(8) purchase or sell standby commitments.
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<PAGE>
For purposes of the Fund's policy not to concentrate its assets, described
in the last restriction above, the Fund has adopted the industry classifications
set forth in the Appendix to this Statement of Additional Information. This is
not a fundamental policy.
The percentage restrictions described above and in the Prospectus are
applicable only at the time of investment and require no action by the Fund as a
result of subsequent changes in value of the investments or the size of the
Fund.
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 at least 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.
Shares of the Fund represent an interest in the Fund proportionately equal
to the interest of each other share of the same class and entitle the holder to
one vote per share (and a fractional vote for a fractional share) on matters
submitted to their vote at shareholders' meetings. Shareholders of the Fund vote
together in the aggregate on certain matters at shareholders' meetings, such as
the election of Trustees and ratification of appointment of auditors for the
Trust. Shareholders of a particular class vote separately on proposals which
affect that class, and shareholders of a class which is not affected by that
matter are not entitled to vote on the proposal. Shareholders of a class vote on
certain amendments to the Distribution and/or Service Plans if the amendments
affect that class.
The Trustees are authorized to create new series and classes
of series. The Trustees may
reclassify unissued shares of the Trust or its series or classes
into additional series or classes of shares.
The Trustees may also divide or combine the shares of a class into a greater or
lesser number of shares provided that the proportionate beneficial interest of a
shareholder in the Fund is not changed. Shares do not have cumulative voting
rights or preemptive or subscription rights. Shares may be voted in person or by
proxy.
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
-14-
<PAGE>
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 Fund, and any shareholder of
the Fund, agrees under the Fund's Declaration of Trust to look solely to the
assets of the Fund for satisfaction of any claim or demand which may arise out
of any dealings with the Fund, 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 and occupations during the past
five years are set forth below. The address for each Trustee and officer is Two
World Trade Center, New York, New York 10048-0203, unless another address is
listed below. All of the Trustees are also trustees or directors of Oppenheimer
Growth Fund, Oppenheimer Municipal Bond Fund, Oppenheimer Money Market Fund,
Inc., Oppenheimer Capital Appreciation Fund, Oppenheimer U.S. Government Trust,
Oppenheimer New York Municipal Fund, Oppenheimer California Municipal Fund,
Oppenheimer Multi-State Municipal Trust, Oppenheimer Multiple Strategies Fund,
Oppenheimer Developing Markets Fund, Oppenheimer Gold & Special Minerals Fund,
Oppenheimer Discovery Fund, Oppenheimer Enterprise Fund, Oppenheimer Series
Fund, Inc., Oppenheimer International Growth Fund, Oppenheimer Global Fund,
Oppenheimer Global Growth & Income Fund, Oppenheimer Multi-Sector Income Trust
and Oppenheimer World Bond Fund, Oppenheimer International Small Company Fund
and Oppenheimer Large Cap Fund (collectively, the "New York-based Oppenheimer
funds"), except that Ms. Macaskill is not a director of Oppenheimer Money Market
Fund, Inc. Ms. Macaskill and Messrs. Bishop, Bowen, Donohue, Farrar and Zack
hold the same offices with the other New York-based Oppenheimer funds as with
the Fund. As of ____________, 1998, the Trustees and officers of the Fund as a
group owned less than 1% of the outstanding Class A, Class B, Class C or Class Y
shares of the Fund. That statement does not include ownership of shares held of
record by an employee benefit plan for employees of the Manager (one of the
Trustees of the Fund listed below, Ms. Macaskill, and one of the officers, Mr.
Donohue, are trustees of that plan) other than the shares beneficially owned
under that plan by the officers of the Fund listed above.
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).
-15-
<PAGE>
Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, FL 33469
Formerly he held the following positions: Vice Chairman of 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; a trustee or director 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.
- -----------------
* A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
-16-
<PAGE>
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: 68
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.
- -----------------
* A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
-17-
<PAGE>
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: 62
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); a trustee or director and an officer of
other Oppenheimer funds.
Jerry A. Webman, Vice President and Portfolio Manager; Age: 48
Senior Vice President of the Manager (since February 1996); an
officer of other Oppenheimer
funds; previously an officer and portfolio manager with Prudential
Mutual Funds -- Investment
Management Inc.
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.
-18-
<PAGE>
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.
|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
Manager receive no salary or fee from the Fund. Mr. Galli received no salary or
fee 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
current fiscal year. The compensation from all of the New York-based Oppenheimer
funds includes the Fund and is compensation received as a director, trustee or
member of a committee of the Board during the 1997 calendar year.
Retirement Total
Aggregate Benefits Compensation
Compensation Accrued as From All
From Part of Fund New York-based
Name and Position the Fund(1) Expenses Oppenheimer
Funds(2)
Leon Levy, $ $ $158,500
Chairman and Trustee
Robert G. Galli $ $ $0
Study Committee Member,
Audit Committee Member
and Trustee
Benjamin Lipstein $ $ $137,000
Study Committee Chairman,
Audit Committee Member
and Trustee
Elizabeth B. Moynihan $ $ $ 96,500
Study Committee Member
and Trustee
Kenneth A. Randall $ $ $ 88,500
Audit Committee Chairman
and Trustee
Edward V. Regan $ $ $ 87,500
Proxy Committee Chairman,
Audit Committee Member
and Trustee
-19-
<PAGE>
Russell S. Reynolds, J$. $ $ 65,500
Proxy Committee Member
and Trustee
Pauline Trigere, Trust$e $ $ 58,500
Clayton K. Yeutter(3) $ $ $ 65,500
Proxy Committee Member
and Trustee
- ----------------------
(1) Estimated to be received during the Fund's current fiscal year ending
__________, 1998.
(2) For the 1997 calendar year.
(3) Includes $_____ deferred under the Deferred Compensation Plan described
below.
Deferred Compensation Plan. The Board of Trustees has adopted a
Deferred Compensation Plan
for disinterested trustees that enables them to elect to defer
receipt of all or a portion of the annual
fees they are entitled to receive from the 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 Trustee 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 and 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 an order issued by the Securities and
Exchange Commission, the Fund may invest in the funds selected by the Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustee's deferred fee account.
Major Shareholders. As ______________, no person owned of record or was known by
the Fund to own beneficially 5% or more of the Fund's outstanding Class A, Class
B or Class C shares.
The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition
Corporation ("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 two of whom (Ms.
Bridget A. Macaskill and Mr. James
C. Swain) serve as Trustees 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.
o Portfolio Management. The Portfolio Manager of the Fund
is Jerry Webman, who is
principally responsible for the day-to-day management of the
Fund's portfolio. Mr. Webman's
background is described in the Prospectus under "Portfolio
Manager."
-20-
<PAGE>
o 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 Distribution 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. Under
the Investment Advisory Agreement, the Manager does not charge the Fund a fee
for its services.
The Investment Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the Investment Advisory
Agreement, the Manager is not liable for any loss resulting from any good faith
errors or omissions in connection with any matters to which the Agreement
relates. The Investment Advisory Agreement permits the Manager to act as
investment advisor to any other person, firm or corporation.
o The Distributor. Under its Distribution 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 (other than
those paid under the Distribution and Service Plans, but 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.
-21-
<PAGE>
o 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.
Performance of the Fund
Yield and Total Return Information. From time to time the "standardized yield,"
"dividend yield," "average annual total return", "total return," and "total
return at net asset value" of an investment in a class of the Fund may be
advertised. An explanation of how yields and total returns are calculated for
each class and the components of those calculations is set forth below.
The Fund's advertisement of its performance 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) 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 yields and total 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. Yields and
total returns for any given past period are not a prediction or representation
by the Fund of future yields or rates of return on its shares. The yields and
total returns of Class A, Class B, Class C and Class Y shares of the Fund are
affected by portfolio quality, the type of investments the Fund holds and its
operating expenses allocated to a particular class.
o Yield
o Standardized Yield. The "standardized yield" (referred to as "yield") is
shown for a class of shares for a stated 30-day period. It is not based on
actual distributions paid by the Fund to shareholders in the 30-day period, but
is a hypothetical yield based upon the net investment income from the Fund's
portfolio investments for that period. It may therefore differ from the
"dividend yield" for the same class of shares, described below. It is calculated
using the following formula set forth in rules adopted by the Securities and
Exchange Commission, designed to assure uniformity in the way that all funds
calculate their yields: Standardized ~ Yield ~ = ~ 2~ [~ (~ {a-b} over cd ~ +~
1~ ) SUP 6~ -~ 1~ ]
The symbols above represent the following factors:
a =dividends and interest earned during the 30-day period.
b =expenses accrued for the period (net of any expense
reimbursements).
c =the average daily number of shares of that class outstanding during
the 30-day period that were entitled to receive dividends.
d =the maximum offering price per share of the class on the last day of
the period, using the current maximum sales charge rate adjusted for
undistributed net investment income.
-22-
<PAGE>
The standardized yield for a 30-day period may differ from its yield for
any other period. The SEC formula assumes that the standardized yield for a
30-day period occurs at a constant rate for a six-month period and is annualized
at the end of the six-month period. Additionally, because each class of shares
is subject to different expenses, it is likely that the standardized yields of
the Fund's classes of shares will differ for any 30-day period.
o Dividend Yield. The Fund may quote a "dividend yield" for each class of
its shares. Dividend yield is based on the dividends paid on shares of a class
during the actual dividend period. To calculate dividend yield, the dividends of
a class declared during a stated 30-day period are added together and the sum is
multiplied by 12 (to annualize the yield) and divided by the maximum offering
price on the last day of the dividend period. The formula is shown below:
Dividend Yield = dividends paid x 12/maximum offering
price (payment date)
The maximum offering price for Class A shares includes the maximum initial
sales charge. The maximum offering price for Class B and Class C shares is the
net asset value per share, without considering the effect of contingent deferred
sales charges. The Class A dividend yield may also be quoted without deducting
the maximum initial sales charge.
o Total Return Information
o 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:
LEFT ( {~ERV~} OVER P~ right) SUP
{1/n}~-1~=~Average~Annual~Total~ Return
o 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~ } OVER P ~=~Cumulative~Total ~ Return
In calculating total returns for Class A shares, the current maximum sales
charge of 3.50% (as a percentage of the offering price) is deducted from the
initial investment ("P") (unless the return is shown at net asset value, as
discussed below). For Class B shares, the payment of the current contingent
deferred sales charge (4.0% for the first year, 3.0% for the second year, 2.0%
for the third and fourth years, 1.0% in the fifth year and none thereafter) is
applied to the investment result for the time period shown (unless the total
return is shown at net asset value, as described below). 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 to buy additional
shares at net asset value per share, and that the investment is redeemed at the
end of the period.
o 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.
Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A, Class B, Class C or Class Y shares by Lipper Analytical
Services, Inc. ("Lipper"), a widely- recognized independent mutual fund
monitoring service. Lipper monitors the performance of regulated investment
companies, including the Fund, and ranks their performance for various periods
based on categories relating to investment objectives. The performance of the
Fund's classes are ranked against [ ] . The Lipper performance rankings are
based on total returns that include the reinvestment of capital gains
distributions and income dividends but does not take sales charges or taxes into
consideration.
From time to time the Fund may publish the star ranking 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, municipal bond funds, based on risk-adjusted total
investment returns. The Fund is ranked among __________________. 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 a 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 and investment 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.
-23-
<PAGE>
The total return on an investment made in Class A, Class B, Class C or
Class Y shares of the Fund may also be compared with the performance for the
same period of: [ ]. The performance of the Fund's Class A, Class B, Class C, or
Class Y shares may also be compared in publications to (i) the performance of
various market indices or other investments for which reliable performance data
is available, and (ii) to averages, performance rankings or other benchmarks
prepared by recognized mutual fund statistical services.
From time to time the Fund may also include in its advertisements and
sales literature performance information about the Fund or rankings of the
Fund's performance cited in newspapers or periodicals, such as The New York
Times. These articles may include quotations of performance from other sources,
such as Lipper or Morningstar.
From time to time, the Fund's Manager may publish rankings or ratings of
the Manager (or the Transfer Agent), by independent third-parties, on the
investor services provided by them to shareholders of the Oppenheimer funds,
other than the performance rankings of the Oppenheimer funds themselves. These
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. in relation to
other equity funds.
When comparing yield, total return and investment risk of an investment in
Class A, Class B or Class C shares of the Fund with other investments, investors
should understand that certain other investments have different risk
characteristics than an investment
in shares of the Fund. For example,
certificates of deposit may have fixed rates of return and may be
insured as to principal and interest
by the FDIC, while the Fund's returns will fluctuate and its share
values and returns are not
guaranteed. U.S. Treasury securities are guaranteed as to
principal and interest by the full faith and
credit of the U.S. government.
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 will compensate 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.
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, and those payments are 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 to Recipients from their own
resources.
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Unless terminated as described below, each Plan continues in effect from
year to year but only as long as such continuance is specifically approved at
least annually by the Fund's Board of Trustees including 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. No Plan 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 of the Fund
automatically convert into Class A shares after six years, the Fund is required
by a Securities and Exchange Commission rule 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 Class A 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 Board and the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund is to 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 the payments were made and the identity of each Recipient that
received any such payment and the purpose of the payments. 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 any such 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 did 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. Any unreimbursed expenses incurred by the Distributor with
respect to Class A shares for any fiscal quarter by the Distributor may not be
recovered under the Class A Plan in subsequent fiscal quarters. Payments
received by the Distributor under the Plan for Class A shares will not be used
to pay any interest expense, carrying charges, or other financial costs, or
allocation of overhead by the Distributor.
The Class B and Class C Plans allow the service fee payments to be paid by
the Distributor to Recipients in advance for the first year Class B and Class C
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 the Class B
and Class C shares sold. An exchange of shares does not entitle the Recipient to
an advance payment of the service fee. In the event Class B or Class C shares
are redeemed during the first year such shares are outstanding, the Recipient
will be obligated to repay a pro rata portion of the advance of the service fee
payment to the Distributor.
Although the Class B and the Class C Plans permit the Distributor to
retain both the asset-based sales charges and the service fee, or to pay
Recipients the service fee on a quarterly basis,
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without payment in advance, the Distributor presently 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 Plan and the Class C Plan by the Board. Initially,
the Board has set no minimum holding
period. All payments under the Class B Plan and the Class C Plan are subject to
the limitations imposed by the Conduct Rules of the National Association of
Securities Dealers, Inc. 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 contingent deferred sales charges collected on
redeemed Class B or Class C shares) the sales commissions paid to authorized
brokers or dealers.
Asset-based sales charge payments are designed to permit an investor to
purchase shares of the Fund without the assessment of a front-end sales load and
at the same time permit the Distributor to compensate brokers and dealers in
connection with the sale of Class B and Class C shares of the Fund. The Class B
and Class C Plans provide for the Distributor to be compensated at a flat rate
whether the Distributor's distribution expenses are more or less than the
amounts paid by the Fund during that period. Such payments are made in
recognition that the Distributor (i) pays sales commissions to authorized
brokers and dealers at the time of sale, (ii) may finance such commissions
and/or the advance of the service fee payment to Recipients under those Plans or
provide such financing from its own resources, or from an affiliate, (iii)
employs personnel to support distribution of shares, and (iv) costs of sales
literature, advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees and certain other
distribution expenses.
ABOUT A PLAN'S ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B, Class C and Class Y Shares.
The availability of four classes of shares permits a Plan to choose the method
of purchasing shares that is more beneficial to the Plan depending on the amount
of the purchase,
the length of time the Plan expects
to hold shares and other relevant circumstances. Plans 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 will not accept any order for $500,000 or $1 million or more of
Class B or Class C shares, respectively, on behalf of a single Plan (not
including dealer "street name" or omnibus accounts) because generally it will be
more advantageous for that Plan to purchase Class A shares of the Fund instead.
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 advisor, to the effect
that the conversion of Class B shares does not constitute a taxable event for
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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 and Class C shares recognizes two
types of expenses. General expenses that do not pertain specifically to any
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 net 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 unaffiliated 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 and/or Service 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 on each day the Exchange is
open by dividing the value of the Fund's net assets attributable to that class
by the number of shares of that class outstanding. The Exchange normally closes
at 4:00 P.M., New York time, but may close earlier on some days (for example, in
case of weather emergencies or on days falling before a holiday). The Exchange's
most recent annual holiday schedule (which is subject to change) states that it
will close 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. Trading may occur in U.S.
Government Securities at times when the Exchange is closed (including weekends
and holidays or after 4:00 P.M., on a regular business day). Because the net
asset values of the Fund 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.
Pursuant to procedures adopted by the Fund's Board, the Wrapper Value
generally will be equal to the difference between the Book Value and the market
value of the applicable Covered Assets. If the market value of the Covered
Assets is greater than their Book Value, the Wrapper Value will be reflected as
a liability of the Fund in the amount of the difference, i.e., a negative value,
reflecting the potential liability of the Fund to the Wrapper Provider. If the
market value of the Covered Assets is less than their Book Value, the Wrapper
Value will be reflected as an asset of the Fund in the amount of the difference,
i.e., a positive value, reflecting the potential liability of the Wrapper
Provider to the Fund. In performing its fair value determination, the Fund's
Board expects to consider the creditworthiness and ability of a Wrapper Provider
to pay amounts due under the
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Wrapper Agreement. If the Fund's Board determines that a Wrapper Provider is
unable to make such payments, the Board may assign a fair value to the Wrapper
Agreement that is less than the difference between the Book Value and the market
value of the applicable Covered Assets and the Fund might be unable to maintain
NAV stability.
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 ("ACH")
transfer to buy the shares. Dividends will begin to accrue on shares purchased
by the proceeds of ACH transfers on the business day the Fund receives Federal
Funds for such purchase through the ACH system before the close of The New York
Stock Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days. If the 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 three 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 Letters
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 or broker-dealer incurs little or no selling expenses.
o 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:
Limited Term New York Municipal Fund Oppenheimer Convertible Securities Fund
Oppenheimer Bond Fund Oppenheimer California Municipal Fund Oppenheimer Capital
Appreciation Fund Oppenheimer Champion Income Fund Oppenheimer Developing
Markets Fund Oppenheimer Disciplined Allocation Fund Oppenheimer Disciplined
Value Fund Oppenheimer Discovery Fund Oppenheimer Enterprise Fund Oppenheimer
Equity Income Fund Oppenheimer Florida Municipal Fund Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund Oppenheimer High Yield Fund Oppenheimer Multiple
Strategies Fund Oppenheimer Intermediate Municipal Fund
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<PAGE>
Oppenheimer Insured Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund Oppenheimer Main Street Income
& Growth Fund Oppenheimer MidCap Fund Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest Capital Value Fund, Inc. Oppenheimer Quest Global Value Fund,
Inc. Oppenheimer Quest Small Cap Value Fund Oppenheimer Quest Opportunity Value
Fund Oppenheimer Quest Officers Value Fund Oppenheimer Quest Growth & Income
Fund Oppenheimer Strategic Income Fund Oppenheimer Real Asset Fund Oppenheimer
Total Return Fund, Inc. Oppenheimer U.S. Government Trust Oppenheimer World Bond
Fund Rochester Fund Municipals*
the following "Money Market Funds":
Centennial Money Market Trust
Centennial Government Trust
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
- ----------------------
* Shares of the Fund are not presently exchangeable for shares of
these funds.
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 CDSC).
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<PAGE>
o 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 of Class A shares 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
total purchases. If total eligible purchases during the Letter of Intent period
exceed the intended 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.
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<PAGE>
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.
o 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 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 total minimum investment 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 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 acquired subject to a contingent deferred sales
charge, and (c) Class A shares or Class 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.
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<PAGE>
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
Oppenheimer Cash Reserves to use those accounts for monthly automatic purchases
of shares of up to four other Oppenheimer funds.
There is a front-end sales charge on the purchase of Class A shares 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 Transfer Agent, 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 deferred
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, 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 has made special
arrangements with the Distributor and all members of the group participating in
the plan 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.
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<PAGE>
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"); (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.
o 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 $___ 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.
o Selling Shares by Wire. The wire of redemption proceeds
may be delayed if the Fund's
Custodian bank is not open for business on a day when the Fund
would normally authorize the wire
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to be made, which is usually the Fund's next regular business day following the
redemption. In those circumstances, the wire will not be transmitted until the
next bank business day on which the Fund is open for business. No dividends will
be paid on the proceeds of redeemed shares awaiting transfer by wire.
o Payments "In Kind." The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, conditions exist
that make cash payments undesirable, or for other reasons 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 and Wrapper Agreements, in lieu of
cash, in conformity with applicable rules of the Securities and Exchange
Commission. The shares of the underlying funds distributed in-kind shall be the
net asset value for those securities and the Wrapper Agreements shall be valued
as they are for purposes of computing the Fund's net asset value. To the extent
that a redemption in-kind includes Wrapper Agreements, the Fund will assign to
the redeeming Plan one or more Wrapper Agreements issued by the Wrapper
Providers covering the securities of the underlying fund that are distributed
in-kind. The terms and conditions of Wrapper Agreements provided to a redeeming
Plan will be the same or substantially similar to the terms and conditions of
the Wrapper Agreements held by the Fund. Wrapper Agreements are not liquid
securities and may impose restrictions on termination or withdrawal, including
notice periods of one year or more for non-participant directed withdrawals. The
maintenance of Wrapper Agreements distributed in-kind may also require that a
Plan pay fees to the Wrapper Provider directly, rather than through the Fund.
Such fees are anticipated to be comparable to the fees paid by the Fund with
respect to Covered Assets (typically 0.10% to 0.25% per dollar of Covered
Assets). And, in most circumstances the Wrapper Agreements will be of value to
the Plan only as long as the Plan holds shares of the underlying funds.
A Wrapper Provider, prior to the assignment of a Wrapper Agreement to a
shareholder, may require the shareholder to represent and warrant that such
assignment does not violate any applicable laws. Moreover, the Wrapper Provider
may require the shareholder to obtain at its own expense the services of a
qualified professional asset manager acceptable to the Wrapper Provider to
manage the Covered Assets distributed in-kind in conformity with the Wrapper
Agreement provisions. In the event a Wrapper Agreement cannot be assigned to the
shareholder, the Fund in its discretion may satisfy the redemption request
through (a) a cash payment, (b) a redemption in-kind consisting entirely of
Covered Assets, (c) a combination of cash and Covered Assets, or (d) the Fund
may give the redeeming shareholder the opportunity to choose between one of the
foregoing options or providing the Fund with 12 months notice of its request for
such redemption (which 12-month notice option would cause the redemption not to
be subject to the redemption fee).
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.
o Redemption Fee. If a plan (or group of affiliated plans) holds shares of
the Fund, and if any decision or action of an employer or plan sponsor which
affects a significant number of plan participants, such as, but not limited to,
plant closings, divestitures, partial plan termination, bankruptcy, layoff or
early retirement incentive programs, results in redemption of Fund shares
without 12 months notice, then those redemptions may be subject to a redemption
fee. However, the
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<PAGE>
redemption fee will not be assessed against any such redemptions if, as a direct
result of such decision or action by the employer or plan sponsor, the affected
Plan participants suffer an immediate, involuntary loss of employment.
Reinvestment Privilege. Within six months of a redemption, a plan may reinvest
all or part of the redemption proceeds of (i) Class A shares that the plan
purchased subject to an initial sales charge, or (ii) Class B shares on which
the plan paid a contingent deferred sales charge when it redeemed them, without
sales charge. This privilege does not apply to Class C shares. 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. Class A, Class B and Class C shares are not subject to the
payment of a contingent deferred sales charge 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 and
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, 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 or 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
-35-
<PAGE>
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 closes (normally,
that is 4:00 P.M., but may be earlier on 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 document as described in the
Prospectus.
Automatic Exchange Plans. By requesting an Automatic Exchange Plan, the
shareholder agrees to the terms and conditions as stated below [and in the
provisions of the OppenheimerFunds Application relating to such Plans], 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.
o 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.
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.
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<PAGE>
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 the 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 Tax Exempt Trust, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial California
Tax Exempt Trust, Centennial America Fund, L.P. and Daily Cash Accumulation Fund
Inc., which only offer Class A shares and Oppenheimer Main Street California Tax
Exempt 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 Bond Fund for Growth, Class M shares can be exchanged only for
Class A shares of other Oppenheimer funds. Exchanges to Class M shares of
Oppenheimer Bond Fund for Growth 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).
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
any class purchased 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 12 months 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. The Class
C contingent deferred sales charge is imposed on
-37-
<PAGE>
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 and 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.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may be less
than the number requested if the exchange or the number requested would include
shares subject to a restriction cited in the Prospectus or this Statement of
Additional Information or would include shares covered by a share certificate
that is not tendered with the request. In those cases, only the shares available
for exchange without restriction will be exchanged.
When exchanging shares by telephone, the 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 request 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.
-38-
<PAGE>
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on shares held of record
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 the Fund 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 the 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, Class C and Class Y 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 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. Dividends on Class A shares are expected to be lower than dividends on
Class Y shares as a result of the service fee.
If prior distributions must be re-characterized at the end of the fiscal
year as a result of the effect of the Fund's investment policies, shareholders
may have a non-taxable return of capital, which will be identified in notices to
shareholders. A return of capital is a return of a shareholder's original
investment and is therefore not to be considered a taxable distribution. There
is no fixed dividend rate and there can be no assurance as to the payment of any
dividends or the realization of any capital gains.
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 to determine whether the Fund will qualify, and the
Fund might not meet those tests 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
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<PAGE>
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 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.
Additional Information About The Fund
The Custodian. Citibank, N.A. 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 with 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. The Fund's cash balances with the Custodian in excess of $100,000
are not protected by Federal deposit insurance. Those uninsured balances at
times may be substantial.
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.
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<PAGE>
Investment Advisor
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 and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
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
<PAGE>
OPPENHEIMER STABLE VALUE FUND
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
(a) Financial Statements:
--------------------
(1) Financial Highlights (See Parts A and B): Not applicable.
(2) Report of Independent Auditors (See Part B):*
(3) Statement of Investments (See Part B): Not applicable.
(4) Statement of Assets and Liabilities (See Part
B):*
(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.
- --------------
* To be filed by amendment
(b) Exhibits:
--------
(1) Declaration of Trust dated June 2, 1998: Filed herewith.
(2) By-Laws dated June 2, 1998: Filed herewith.
(3) Not applicable.
(4) Not applicable.
(5) Investment Advisory Agreement*
(6) (i) General Distributor's Agreement*
- ----------------
* To be filed by amendment.
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<PAGE>
(ii) Form of Oppenheimer Funds Distributor, Inc.
Dealer Agreement: Filed with Post-Effective Amendment No. 14 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 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 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, Inc. dated October 1,
1986: Previously 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 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) Not applicable.
(8) Custody Agreement between Registrant and
Citibank,
N.A.: To be filed by amendment.
(9) Not applicable.
(10) Opinion and Consent of Counsel: To be filed by amendment.
(11) Independent Auditors' Consent: To be filed by amendment.
(12) Not applicable.
(13) Investment Letter from OppenheimerFunds, Inc. to Registrant: To
be filed by amendment.
(14) (i) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plans and Money Purchase Plans 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.
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<PAGE>
(ii) Form of Individual Retirement Account Trust
Agreement: Filed with Post-Effective Amendment No. 21 of
Oppenheimer U.S. Government Trust (Reg. 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:
Previously 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 of
Oppenheimer Strategic Income & Growth Fund (Reg. No. 33-47378),
9/28/95, and incorporated by reference.
(v) Form of Prototype 401(k) Plan: Previously 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 under Rule
12b-1: To be filed by amendment.
(ii) Distribution and Service Plan and Agreement for Class B
shares under Rule 12b-1: To be filed by amendment.
(iii) Distribution and Service Plan and Agreement for Class C
shares under Rule 12b-1: To be filed by amendment.
(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
3/18/96: Previously filed with the initial Registration Statement on Form N-1A
of Oppenheimer MidCap Fund (Reg. No. 333- 31533), 7/18/97, and incorporated
herein by reference.
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<PAGE>
-- Powers of Attorney and Certified Board Resolutions:
Filed herewith.
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
Title of Class this Registration
Statement
- --------------
- --------------------------
Class A Shares of Beneficial Interest
Class B Shares of Beneficial Interest
Class C Shares of Beneficial Interest
Class Y Shares of Beneficial Interest
Item 27. Indemnification
- -------- ---------------
Reference is made to the provisions of Article Seventh of Registrant's
Declaration of Trust filed as Exhibit 24(b)(1) to this Registration Statement.
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
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<PAGE>
same capacity to other registered investment companies as described in Parts A
and B hereof and listed in Item 28(b) below.
(b) There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each officer and
director of OppenheimerFunds, Inc. is, or at any time during the past two fiscal
years has been, engaged for his/her own account or in the capacity of director,
officer, employee, partner or trustee.
Name and Current Position with Other Business and Connections
OppenheimerFunds, Inc.("OFI") 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).
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; 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.
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<PAGE>
John R. Blomfield, Formerly, Senior Product Manager
(November,
1996
Vice President - 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
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<PAGE>
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
Senior 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 & DirectAn 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
C-7
<PAGE>
Bruce Dunbar, None.
Vice President
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
C-8
<PAGE>
Advisors, Inc. and General
Counsel (June,
1993 - January 1996) of Rochester
Capital
Advisors, L.P.
Jennifer Foxson,
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.
Mikhail Goldverg
Assistant Vice President None.
Jeremy Griffiths,
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,
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.
Glenna Hale,
Vice President Formerly, Vice President
(1994-1997) of
Retirement Plans Services for
OppenheimerFunds Services.
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.
C-9
<PAGE>
Dorothy Hirshman, None.
Assistant Vice President
Alan Hoden,
Vice President None.
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.
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.
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
C-10
<PAGE>
at Connecticut Mutual Life
Insurance Co.
Mitchell J. Lindauer,
Vice President 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 the NASDAQ Stock
Market, Inc.
and 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, Formerly, Senior Marketing
Manager (May,
1996 -
Assistant Vice President 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.
C-11
<PAGE>
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,
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.
Caitlin Pincus, Formerly, Manager (June, 1995 -
December,
1997)
Vice President of McKinsey & Co.
John Pirie,
Assistant Vice President Formerly, a Vice President with
Cohane
Rafferty Securities, Inc.
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.
C-12
<PAGE>
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.
Ruxandra Risko,
Vice President None.
Adam Rochlin,
Vice President None.
Michael S. Rosen,
Vice President; President,
Rochester Division 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 & DirectNone.
Valerie Sanders,
Vice President None.
Scott Scharer
Assistant 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 DivisioAssistant Vice President (since
1995) of
Rochester Capitol Advisors, L.P.
C-13
<PAGE>
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
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; President and a
Director of Centennial; formerly,
President and Director of OAMC,
and
Chairman of the Board of SSI.
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.
Gary Tyc,
Vice President, Assistant
Secretary and Assistant TreasurerAssistant Treasurer of the
Distributor and
SFSI.
Ashwin Vasan,
Vice President An officer and/or portfolio manager
of certain Oppenheimer funds.
Teresa Ward,
Assistant Vice President None.
Dorothy Warmack,
Vice President An officer and/or portfolio manager
of certain Oppenheimer funds.
Jerry Webman,
Senior Vice President Director of New York-based
tax-exempt
fixed income Oppenheimer funds.
Christine Wells,
Vice President None.
C-14
<PAGE>
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
C-15
<PAGE>
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer MidCap 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 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
C-16
<PAGE>
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
28(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
George C. Bowen(1) Vice President and Vice President and
Treasurer Treasurer of the
Oppenheimer funds.
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Maryann Bruce(2) Senior Vice President; None
Director: Financial
Institution Division
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)
C-17
<PAGE>
Daniel Deckman Vice President None
12252 Rockledge Circle
Boca Raton, FL 33428
Christopher DeSimone Vice President None
110 W. Grant Street, #25A
Minneapolis, MN 55403
Rhonda Dixon-Gunner(1) Assistant Vice PresidentNone
Andrew John Donohue(2) Executive Vice Secretary of the
President & Director Oppenheimer funds.
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
41 Craig Place
Cranford, NJ 07016
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
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 Vice President None
950 First St., S.
Suite 204
Winter Haven, FL 33880
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
C-18
<PAGE>
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
C. Webb Heidinger Vice President None
28 Cable Road
Rye, NH 03870
Byron Ingram(2) Assistant Vice PresidentNone
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
Michael Keogh(2) Vice President None
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) Assistant Vice PresidentNone
Todd Lawson Vice President None
3333 E. Bayaud Avenue
Unit 714
Denver, CO 80209
Wayne A. LeBlang Senior Vice President None
23 Fox Trail
Lincolnshire, IL 60069
Dawn Lind Vice President None
7 Maize Court
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Todd Marion Vice President None
39 Coleman Avenue
Chatham, N.J. 07928
C-19
<PAGE>
Marie Masters Vice President None
520 E. 76th Street
New York, NY 10021
LuAnn Mascia(2) Assistant Vice PresidentNone
Theresa-Marie Maynier Vice President None
4411 Spicewood Springs, #811
Austin, TX 78759
John McDonough Vice President None
6010 Ocean Front Avenue
Virginia Beach, VA 23451
Tanya Mrva(2) Assistant Vice PresidentNone
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
60 Myrtle Beach Drive
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
1777 Larimer St. #807
Denver, CO 80202
Steve Puckett Vice President None
2555 N. Clark, #209
Chicago, IL 60614
Elaine Puleo(2) Senior Vice President None
Minnie Ra Vice President None
100 Delores Street, #203
C-20
<PAGE>
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
867 Pemberton
Grosse Pointe Park, MI 48230
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Michael S. Rosen(3) Vice President None
Kenneth Rosenson Vice President None
28214 Rey de Copas Lane
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
Robert Shore Vice President None
26 Baroness Lane
Laguna Niguel, CA 92677
Timothy Stegman Vice President None
749 Jackson Street
Denver, CO 80206
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
7123 Cornelia Lane
Dallas, TX 75214
C-21
<PAGE>
David G. Thomas Vice President None
8116 Arlingon Blvd. #123
Falls Church, VA 22042
Sarah Turpin Vice President None
2201 Wolf Street, #5202
Dallas, TX 75201
Gary Paul Tyc(1) Assistant Treasurer None
Mark Stephen Vandehey(1) Vice President None
Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331
(1) 6803 South Tucson Way, Englewood, Colorado 80112
(2) Two World Trade Center, New York, NY 10048-0203
(3) 350 Linden Oaks, Rochester, NY 14625-2807
(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) Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six months from
the effective date of its registration statement under the Securities Act of
1933.
C-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant 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 4th day of June, 1998
OPPENHEIMER STABLE VALUE FUND
By: /s/ James C. Swain
------------------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the June 4, 1998
- -------------- Board of Trustees
Leon Levy
/s/ Bridget A. Macaskill* President, Chief June 4, 1998
- ------------------------ Executive Officer
Bridget A. Macaskill and Trustee
/s/ George Bowen* Treasurer and June 4, 1998
- ----------------- Principal Financial
George Bowen and Accounting
Officer
/s/ Robert G. Galli* Trustee June 4, 1998
- --------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee June 4, 1998
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee June 4, 1998
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee June 4, 1998
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee June 4, 1998
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee June 4, 1998
- -----------------------------
Russell S. Reynolds, Jr.
C-23
<PAGE>
/s/ Donald W. Spiro* Trustee June 4, 1998
- --------------------
Donald W. Spiro
/s/ Pauline Trigere* Trustee June 4, 1998
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee June 4, 1998
- -----------------------
Clayton K. Yeutter
*By: /s/Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER STABLE VALUE FUND
EXHIBIT INDEX
Form N-1A
Item No. Description
24(b)(1) Declaration of Trust dated 6/2/98
24(b)(2) By-Laws dated 6/2/98
-- Powers of Attorney and Certified Board
Resolutions
DECLARATION OF TRUST
OF
OPPENHEIMER STABLE VALUE FUND
This DECLARATION OF TRUST, made this 2nd day of June, 1998, by and among
the individuals executing this Declaration of Trust as the Trustees.
WHEREAS, the Trustees wish to establish a trust fund under the laws of the
Commonwealth of Massachusetts, for the investment and reinvestment of funds
contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust in trust as herein set forth below.
FIRST: This Trust shall be known as OPPENHEIMER STABLE
VALUE FUND. The
address of Oppenheimer Stable Value Fund is Two World Trade
Center, New York, NY 10048. The
Registered Agent for Service is Massachusetts Mutual Life
Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111, Attention: Stephen Kuhn, Esq.
SECOND: Whenever used herein, unless otherwise required by
the context or specifically
provided:
1. All terms used in this Declaration of Trust that are defined in the
1940 Act (defined below) shall have the meanings given to them in the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means
the Board of Trustees of the
Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from
time to time.
4. "Class" means a class of a series of shares of the Trust established
and designated under or in accordance with the provisions of Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" shall mean this Declaration of Trust as it may
be amended or restated from time to time.
7. The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations of the Commission thereunder, all as amended from time to
time.
8. "Series" refers to series of shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.
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9. "Shareholder" means a record owner of Shares of the Trust.
10."Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Series or Class of the Trust (as the
context may require) shall be divided from time to time and includes fractions
of Shares as well as whole Shares.
11.The "Trust" refers to the Massachusetts business trust created by this
Declaration of Trust, as amended or restated from time to time.
12."Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the time
being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is
formed and the business or objects
to be transacted, carried on and promoted by it are as follows:
1. To hold, invest or reinvest its funds, and in connection therewith to
hold part or all of its funds in cash, and to purchase or otherwise acquire,
hold for investment or otherwise, sell, sell short, assign, negotiate, transfer,
exchange or otherwise dispose of or turn to account or realize upon, securities
(which term "securities" shall for the purposes of this Declaration of Trust,
without limitation of the generality thereof, be deemed to include any stocks,
shares, bonds, financial futures contracts, indexes, debentures, notes,
mortgages or other obligations, and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein, or in
any property or assets) created or issued by any issuer (which term "issuer"
shall for the purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any persons, firms, associations,
corporations, syndicates, business trusts, partnerships, investment companies,
combinations, organizations, governments, or subdivisions thereof) and in
financial instruments (whether they are considered as securities or
commodities); and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to do any
and all acts and things for the preservation, protection, improvement and
enhancement in value of any or all such securities or financial instruments.
2. To borrow money and pledge assets in connection with any of the objects
or purposes of the Trust, and to issue notes or other obligations evidencing
such borrowings, to the extent permitted by the 1940 Act and by the Trust's
fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration (including without limitation thereto, securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue, redeem or cancel its Shares, or to classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series or Class
into one or more Series or Classes that may have been established and designated
from time to time, all without the vote or consent of the Shareholders of the
Trust,
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in any manner and to the extent now or hereafter permitted by this
Declaration of Trust.
5. To conduct its business in all its branches at one or more offices in
New York, Colorado and elsewhere in any part of the world, without restriction
or
limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any stock of, or share of interest in, any issuer, and in
connection therewith or make or enter into such deeds or contracts with any
issuers and to do such acts and things and to exercise such powers, as a natural
person could lawfully make, enter into, do or exercise.
7. To do any and all such further acts and things and to exercise any and
all such further powers as may be necessary, incidental, relative, conducive,
appropriate or desirable for the accomplishment, carrying out or attainment of
all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of this Declaration
of Trust, and shall each be regarded as independent and construed as powers as
well as objects and purposes, and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Trust now or hereafter conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state, territory, district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into Shares, all
without par value, but the Trustees shall have the authority from time to time,
without obtaining shareholder approval, to create one or more Series of Shares
in addition to the Series specifically established and designated in part 3 of
this Article FOURTH, and to divide the shares of any Series into four or more
Classes pursuant to Part 2 of this Article FOURTH, all as they deem necessary or
desirable, to establish and designate such Series and Classes, and to fix and
determine the relative rights and preferences as between the different Series of
Shares or Classes as to right of redemption and the price, terms and manner of
redemption, liabilities and expenses to be borne by any Series or Class, special
and relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion on liquidation, conversion
rights, and conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid, all Shares of
the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares of each
Series and each Class of a Series that may be issued is unlimited, and the
Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split-up), all without action or approval of
the
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Shareholders. All Shares when so issued on the terms determined
by the Trustees shall be fully paid
and non-assessable. The Trustees may classify or reclassify any
unissued Shares or any Shares
previously issued and reacquired of any Series into one or more
Series or Classes of Series that may
be established and designated from time to time. The Trustees may hold as
treasury Shares (of the same or some other Series), reissue for such
consideration and on such terms as they may determine, or cancel, at their
discretion from time to time, any Shares of any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any Class of any
Series in addition to that established and designated in part 3 of this Article
FOURTH shall be effective upon the execution by a majority of the Trustees of an
instrument setting forth such establishment and designation and the relative
rights and preferences of such Series or such Class of such Series or as
otherwise provided in such instrument. At any time that there are no Shares
outstanding of any particular Series previously established and designated, the
Trustees may by an instrument executed by a majority of their number abolish
that Series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall be an amendment to this Declaration of
Trust, and the Trustees may make any such amendment without shareholder
approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold and
dispose of Shares of any Series or Class of any Series of the Trust to the same
extent as if such person were not a Trustee, officer or other agent of the
Trust; and the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any such person or any
such organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of Shares of such Series or Class
generally.
2. The Trustees shall have the authority from time to time, without
obtaining shareholder approval, to divide the Shares of any Series into four or
more Classes as they deem necessary or desirable, and to establish and designate
such Classes. In such event, each Class of a Series shall represent interests in
the designated Series of the Trust and have such voting, dividend, liquidation
and other rights as may be established and designated by the Trustees. Expenses
and liabilities related directly or indirectly to the Shares of a Class of a
Series may be borne solely by such Class (as shall be determined by the
Trustees) and, as provided in Article FIFTH, a Class of a Series may have
exclusive voting rights with respect to matters relating solely to such Class.
The bearing of expenses and liabilities solely by a Class of Shares of a Series
shall be appropriately reflected (in the manner determined by the Trustees) in
the net asset value, dividend and liquidation rights of the Shares of such Class
of a Series. The division of the Shares of a Series into Classes and the terms
and conditions pursuant to which the Shares of the Classes of a Series will be
issued must be made in compliance with the 1940 Act. No division of Shares of a
Series into Classes shall result in the creation of a Class of Shares having a
preference as to dividends or distributions or a preference in the event of any
liquidation, termination or winding up of the Trust, to the extent such a
preference is prohibited by Section 18 of the 1940 Act as to the Trust.
The relative rights and preferences Class A shares, Class B shares, Class
C shares and Class Y shares shall be the same in all respects except that, and
unless
and until the Board of Trustees shall
determine otherwise: (i) when a vote of Shareholders is required
under this Declaration of Trust or
when a meeting of Shareholders is called by the Board of Trustees,
the Shares of a Class shall vote
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exclusively on matters that affect that Class only; (ii) the expenses and
liabilities related to a Class shall be borne solely by such Class (as
determined and allocated to such Class by the Trustees from time to time in a
manner consistent with parts 2 and 3 of Article FOURTH); and (iii) pursuant to
paragraph 10 of Article NINTH, the Shares of each Class shall have such other
rights and preferences as are set forth from time to time in the then effective
prospectus and/or statement of additional information relating to the Shares.
Dividends and distributions on the Class A, Class B, Class C or Class Y Shares
may differ from the dividends and distributions on any other such Class, and the
net asset value of Class A, Class B, Class C or Class Y Shares may differ from
the net asset value of any other such Class.
3. Without limiting the authority of the Trustees set forth in part 1 of
this Article FOURTH to establish and designate any further Series, the Trustees
hereby establish one Series of Shares having the same name as the Trust, and
said Shares shall be
divided into four Classes, which shall be
designated Class A, Class B, Class C and Class Y. The Shares of that Series and
any Shares of any further Series or Classes that may from time to time be
established and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Series or Classes at the time of
establishing and designating the same) have the following relative rights and
preferences:
(a) Assets Belonging to Series. All consideration received by the Trust
for the issue or sale of Shares of a particular Series, together with all assets
in which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are herein
referred to as "assets belonging to" that Series. In the event that there are
any assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series
(collectively "General Items"), the Trustees shall allocate such General Items
to and among any one or more of the Series established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular Series
shall belong to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all purposes.
(b) (1) Liabilities Belonging to Series. The liabilities, expenses,
costs, charges and reserves attributable to each Series shall be charged and
allocated to the assets belonging to each particular Series. Any general
liabilities, expenses, costs, charges and reserves of the Trust which are not
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves allocated and so charged to each Series
are herein referred to as "liabilities belonging to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.
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(2) Liabilities Belonging to a Class. If a Series is divided into
more than one Class, the liabilities, expenses, costs, charges and reserves
attributable to a Class shall be charged and allocated to the Class to which
such liabilities, expenses, costs, charges or reserves are attributable. Any
general liabilities, expenses, costs, charges or reserves belonging to the
Series which are not identifiable as belonging to any particular Class shall be
allocated and charged by the Trustees to and among any one or more of the
Classes established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Classes for all
purposes.
(c) Dividends. Dividends and distributions on Shares of a particular
Series or Class may be paid to the holders of Shares of that Series or Class,
with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine, from such of the income,
capital gains accrued or realized, and capital and surplus, from the assets
belonging to that Series, as the Trustees may determine, after providing for
actual and accrued liabilities belonging to such Series or Class. All dividends
and distributions on Shares of a particular Series or Class shall be distributed
pro rata to the Shareholders of such Series or Class in proportion to the number
of Shares of such Series or Class held by such Shareholders at the date and time
of record established for the payment of such dividends or distributions, except
that in connection with any dividend or distribution program or procedure the
Trustees may determine that no dividend or distribution shall be payable on
Shares as to which the Shareholder's purchase order and/or payment have not been
received by the time or times established by the Trustees under such program or
procedure.
Such dividends and distributions
may be made in cash or Shares or a combination thereof as determined by the
Trustees or pursuant to any program that the Trustees may have in effect at the
time for the election by each Shareholder of the mode of the making of such
dividend or distribution to that Shareholder. Any such dividend or distribution
paid in Shares will be paid at the net asset value thereof as determined in
accordance with paragraph 13 of Article SEVENTH.
(d) Liquidation. In the event of the liquidation or dissolution of the
Trust, the Shareholders of each Series and all Classes of each Series that have
been established and designated shall be entitled to receive, as a Series or
Class, when and as declared by the Trustees, the excess of the assets belonging
to that Series over the liabilities belonging to that Series or Class. The
assets so distributable to the Shareholders of any particular Class and Series
shall be distributed among such Shareholders in proportion to the number of
Shares of such Class of that Series held by them and recorded on the books of
the Trust.
(e) Transfer. All Shares of each particular Series or Class shall be
transferable, but transfers of Shares of a particular Class and Series will be
recorded on the Share transfer records of the Trust applicable to such Series or
Class of that Series only at such times as Shareholders shall have the right to
require the Trust to redeem Shares of such Series or Class of that Series and at
such other times as may be permitted by the Trustees.
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(f) Equality. Each Share of a Series shall represent an equal
proportionate interest in the assets belonging to that Series (subject to the
liabilities belonging to such Series or any Class of that Series), and each
Share of any particular Series shall be equal to each other Share of that Series
and shares of each Class of a Series shall be equal to each other Share of such
Class; but the provisions of this sentence shall not restrict any distinctions
permissible under this Article FOURTH that may exist with respect to Shares of
the different Classes of a Series. The Trustees may from time to time divide or
combine the Shares of any particular Class or Series into a greater or lesser
number of Shares of that Class or Series without thereby changing the
proportionate beneficial interest in the assets belonging to that Series or
allocable to that Class in any way affecting the rights of Shares of any other
Class or Series.
(g) Fractions. Any fractional Share of any Class and Series, if any
such fractional Share is outstanding, shall carry proportionately all the rights
and obligations of a whole Share of that Class and Series, including those
rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the requirements of
the 1940 Act, the Trustees shall have the authority to provide that (i) holders
of Shares of any Series shall have the right to exchange said Shares into Shares
of one or more other Series of Shares, (ii) holders of shares of any Class shall
have the right to exchange said Shares into Shares of one or more other Classes
of the same or a different Series, and/or (iii) the Trust shall have the right
to carry out exchanges of the aforesaid kind, in each case in accordance with
such requirements and procedures as may be established by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be recorded on
the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Class and Series
that has been established and designated. No certification certifying the
ownership of Shares need be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Class and Series held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept investments in
the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent or other person to accept orders for the purchase or
sale of Shares that conform to such authorized terms and to reject any purchase
or sale orders for Shares whether or not conforming to such authorized terms.
FIFTH: The following provisions are hereby adopted with
respect to voting Shares of the
Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the election of
Trustees when that issue is submitted to them, (b) with respect to the amendment
of this Declaration of Trust except
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where the Trustees are given authority to amend the Declaration of Trust without
shareholder approval, (c) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders, and (d) with respect to those
matters relating to the Trust as may be required by the 1940 Act or required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
registration statement of the Trust filed with the Commission or any State, or
as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless required by the
1940 Act, the provisions of this Declaration of Trust, or any other applicable
law. The Trustees may call a meeting of shareholders from time to time.
3. Except as herein otherwise provided, at all meetings of Shareholders,
each Shareholder shall be entitled to one vote on each matter submitted to a
vote of the Shareholders of the affected Series for each Share standing in his
name on the books of the
Trust on the date, fixed in accordance
with the By-Laws, for determination of Shareholders of the affected Series
entitled to vote at such meeting (except, if the Board so determines, for Shares
redeemed prior to the meeting), and each such Series shall vote separately
("Individual Series Voting"); a Series shall be deemed to be affected when a
vote of the holders of that Series on a matter is required by the 1940 Act;
provided, however, that as to any matter with respect to which a vote of
Shareholders is required by the 1940 Act or by any applicable law that must be
complied with, such requirements as to a vote by Shareholders shall apply in
lieu of Individual Series Voting as described above. If the shares of a Series
shall be divided into Classes as provided in Article FOURTH, the shares of each
Class shall have identical voting rights except that the Trustees, in their
discretion, may provide a Class of a Series with exclusive voting rights with
respect to matters which relate solely to such Classes. If the Shares of any
Series shall be divided into Classes with a Class having exclusive voting rights
with respect to certain matters, the quorum and voting requirements described
below with respect to action to be taken by the Shareholders of the Class of
such Series on such matters shall be applicable only to the Shares of such
Class. Any fractional Share shall carry proportionately all the rights of a
whole Share, including the right to vote and the right to receive dividends. The
presence in person or by proxy of the holders of one-third of the Shares, or of
the Shares of any Series or Class of any Series, outstanding and entitled to
vote thereat shall constitute a quorum at any meeting of the Shareholders or of
that Series or Class, respectively; provided however, that if any action to be
taken by the Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in person or
by proxy of the holders of a majority of the shares outstanding and entitled to
vote at such a meeting shall constitute a quorum for all purposes. At a meeting
at which is a quorum is present, a vote of a majority of the quorum shall be
sufficient to transact all business at the meeting, except as otherwise provided
in Article NINTH. If at any meeting of the Shareholders there shall be less than
a quorum present, the Shareholders or the Trustees present at such meeting may,
without further notice, adjourn the same from time to time until a quorum shall
attend, but no business shall be transacted at any such adjourned meeting except
such as might have been lawfully transacted had the meeting not been adjourned.
4. Each Shareholder, upon request to the Trust in proper form determined
by the Trust, shall be entitled to require the Trust to redeem from the net
assets of that Series all or part of the
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Shares of such Series and Class standing in the name of such Shareholder. The
method of computing such net asset value, the time at which such net asset value
shall be computed and the time within which the Trust shall make payment
therefor, shall be determined as hereinafter provided in Article SEVENTH of this
Declaration of Trust. Notwithstanding the foregoing, the Trustees, when
permitted or required to do so by the 1940 Act, may suspend the right of the
Shareholders to require the Trust to redeem Shares.
5. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any Shares of the Trust which it may issue or sell, other than
such right, if any, as the Trustees, in their discretion, may determine.
6. All persons who shall acquire Shares shall acquire the same subject to
the provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not be allowed.
SIXTH:
1. The persons who shall act as initial Trustees until the first meeting
or until their successors are duly chosen and qualify are the initial trustees
executing this Declaration of Trust or any counterpart thereof. However, the
By-Laws of the Trust may fix the number of Trustees at a number greater or
lesser than the number of initial Trustees and may authorize the Trustees to
increase or decrease the number of Trustees, to fill any vacancies on the Board
which may occur for any reason including any vacancies created by any such
increase in the number of Trustees, to set and alter the terms of office of the
Trustees and to lengthen or lessen their own terms of office or make their terms
of office of indefinite duration, all subject to the 1940 Act. Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative vote of the holders of two-thirds of
the outstanding Shares, present in person or by proxy at any meeting of
Shareholders called for such purpose; such a meeting shall be called by the
Trustees when requested in writing to do so by the record holders of not less
than ten per centum of the outstanding Shares. A Trustee may also be removed by
the Board of Trustees as provided in the By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses of all
Shareholders as recorded on the books of the Trust, upon receipt of the request
in writing signed by not less than ten Shareholders (who have been shareholders
for at least six months) holding in the aggregate shares of the Trust valued at
not less than $25,000 at current offering price (as defined in the then
effective Prospectus and/or Statement of Additional Information relating to the
Shares under the Securities Act of 1933, as amended from time to time) or
holding not less than 1% in amount of the entire amount of Shares issued and
outstanding; such request must state that such Shareholders wish to communicate
with other Shareholders with a view to obtaining signatures to a request for a
meeting to take action pursuant to part 2 of this Article SIXTH and be
accompanied by a form of communication to the Shareholders. The Trustees may, in
their discretion, satisfy their obligation under this part 3 by either making
available the Shareholder list to such Shareholders at the principal
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offices of the Trust, or at the offices of the Trust's transfer agent, during
regular business hours, or by mailing a copy of such communication and form of
request, at the expense of such requesting Shareholders, to all other
Shareholders, and the Trustees may also take such other action as may be
permitted under Section 16(c) of the 1940 Act.
4. The Trust may at any time or from time to time apply to the Commission
for one or more exemptions from all or part of said Section 16(c) of the 1940
Act, and, if an exemptive order or orders are issued by the Commission, such
order or orders shall be deemed part of said Section 16(c) for the purposes of
parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for
the purpose of defining, limiting
and regulating the powers of the Trust, the Trustees and the
Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest in the
new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or incapacity
of the Trustees, or any one of them, shall not operate to annul or terminate the
Trust but the Trust shall continue in full force and effect pursuant to the
terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of beneficial interest in the Trust, any authority, power or right
whatsoever to transact business for or on behalf of the Trust, or on behalf of
the Trustees, in connection with the property or assets of the Trust, or in any
part thereof.
4. The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute, and to
authorize the officers and agents of the Trust to make and execute, any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Trustees shall not in any way
be bound or limited by present or future laws or customs in regard to Trust
investments, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
accomplish the purpose of this Trust. Subject to any applicable limitation in
this Declaration of Trust or by the By-Laws of the Trust, the Trustees shall
have power and authority:
(a) to adopt By-Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent that they do not reserve that right to the Shareholders;
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(b) to elect and remove such officers and appoint and terminate such
officers as they consider appropriate with or without cause, and to appoint and
designate from among the Trustees such committees as the Trustees may determine,
and to terminate any such committee and remove any member of such committee;
(c) to employ as custodian of any assets of the Trust a bank or trust
company or any other entity qualified and eligible to act as a custodian,
subject to any conditions set forth in this Declaration of Trust or in the
By-Laws;
(d) to retain a transfer agent and shareholder servicing agent, or
both;
(e) to provide for the distribution of Shares either through a
principal underwriter or the Trust itself or both;
(f) to set record dates in the manner provided for in the By-Laws of
the Trust;
(g) to delegate such authority as they consider desirable to any
officers of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities held in trust hereunder;
(j) to hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, either in its
own name or in the name of a custodian or a nominee or nominees, subject in
either case to proper safeguards according to the usual practice of
Massachusetts business trusts or investment companies;
(k) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited to,
claims for taxes;
(m) to make, in the manner provided in the By-Laws, distributions of
income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted by the
1940 Act and the Trust's fundamental policy thereunder as to borrowing;
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(o) to enter into investment advisory or management contracts, subject
to the 1940 Act, with any one or more corporations, partnerships, trusts,
associations or other persons;
(p) to change the name of the Trust or any Class or Series of the Trust
as they consider appropriate without prior shareholder approval;
(q) to establish officers' and Trustees' fees or compensation and fees
or compensation for committees of the Trustees to be paid by the Trust or each
Series thereof in such manner and amount as the Trustees may determine;
(r) to invest all or substantially all of the Trust's assets in another
registered investment company;
(s) to determine whether a minimum and/or maximum value should apply to
accounts holding shares, to fix such values and establish the procedures to
cause the involuntary redemption of accounts that do not satisfy such criteria;
and
(t) to engage, employ or appoint any person or entities to perform any
act for the Trust or the Trustees and to authorize their compensation.
5. No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
6. (a) The Trustees shall have no power to bind any Shareholder personally
or to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or otherwise. This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder based upon the acts or omissions of such shareholder or for any
other reason. There is hereby expressly disclaimed shareholder and Trustee
liability for the acts and obligations of the Trust. Every note, bond, contract
or other undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a notice and provision limiting the
obligation represented thereby to the Trust and its assets (but the omission of
such notice and provision shall not operate to impose any liability or
obligation on any Shareholder).
(b) Whenever this Declaration of Trust calls for or permits any action
to be taken by the Trustees hereunder, such action shall mean that taken by the
Board of Trustees by vote of the majority of a quorum of Trustees as set forth
from time to time in the By-Laws of the Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such additional
powers as are reasonably implied from the powers herein contained such as may be
necessary or convenient in the conduct of any business or enterprise of the
Trust, to do and perform anything necessary, suitable, or proper for the
accomplishment of any of the purposes, or the attainment of any one or more of
the objects, herein enumerated, or which shall at any time appear conducive to
or expedient for the protection or benefit of the Trust, and to do and perform
all other acts and things necessary or
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incidental to the purposes herein before set forth, or that may be
deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not inconsistent
with the 1940 Act, to determine conclusively whether any moneys, securities, or
other properties of the Trust are, for the purposes of this Trust, to be
considered as capital or income and in what manner any expenses or disbursements
are to be borne as between capital and income whether or not in the absence of
this provision such moneys, securities, or other properties would be regarded as
capital or income and whether or not in the absence of this provision such
expenses or disbursements would ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class of Trustee
shall be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting and thereafter for a
period shorter than the interval between meetings or for a period longer than
five years, and the term of office of at least one class shall expire each year.
8. The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable regulations of
the Trustees, not contrary to Massachusetts law, as to whether and to what
extent, and at what times and places, and under what conditions and regulations,
such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by the Shareholders
or otherwise, may be removed at any time, with or without cause, in such lawful
manner as may be provided in the By-Laws of the Trust.
10.The Trustees shall have power to hold their meetings, to have an office
or offices and, subject to the provisions of the laws of Massachusetts, to keep
the books of the Trust outside of said Commonwealth at such places as may from
time to time be designated by them. Action may be taken by the Trustees without
a meeting by unanimous written consent or by telephone or similar method of
communication.
11.Securities held by the Trust shall be voted in person or by proxy by
the President or a Vice-President, or such officer or officers of the Trust as
the Trustees shall designate for the purpose, or by a proxy or proxies thereunto
duly authorized by the Trustees, except as otherwise ordered by vote of the
holders of a majority of the Shares outstanding and entitled to vote in respect
thereto.
12.(a) Subject to the provisions of the 1940 Act, any Trustee, officer or
employee, individually, or any partnership of which any Trustee, officer or
employee may be a member, or any corporation or association of which any
Trustee, officer or employee may be an officer, partner, director, trustee,
employee or stockholder, or otherwise may have an interest, may be a party to,
or may be pecuniarily or otherwise interested in, any contract or transaction of
the Trust, and in the absence of fraud no contract or other transaction shall be
thereby affected or invalidated; provided that in such case a Trustee, officer
or employee or a partnership, corporation or association of which a Trustee,
officer or employee is a member, officer, director, trustee, employee or
stockholder is so interested, such fact shall be disclosed or shall have been
known to the Trustees including those Trustees who are not so interested and who
are neither "interested" nor "affiliated" persons as those
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terms are defined in the 1940 Act, or a majority thereof; and any Trustee who is
so interested, or who is also a director, officer, partner, trustee, employee or
stockholder of such other corporation or a member of such partnership or
association which is so interested, may be counted in determining the existence
of a quorum at any meeting of the Trustees which shall authorize any such
contract or transaction, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not so interested.
(b) Specifically, but without limitation of the foregoing, the Trust
may enter into a management or investment advisory contract or underwriting
contract and other contracts with, and may otherwise do business with any
manager or investment adviser for the Trust and/or principal underwriter of the
Shares of the Trust or any subsidiary or affiliate of any such manager or
investment adviser and/or principal underwriter and may permit any such firm or
corporation to enter into any contracts or other arrangements with any other
firm or corporation relating to the Trust notwithstanding that the Trustees of
the Trust may be composed in part of partners, directors, officers or employees
of any such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm or
corporation, and in the absence of fraud the Trust and any such firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or corporation shall be invalidated or in
any way affected thereby, nor shall any Trustee or officer of the Trust be
liable to the Trust or to any Shareholder or creditor thereof or to any other
person for any loss incurred by it or him solely because of the existence of any
such contract or transaction; provided that nothing herein shall protect any
director or officer of the Trust against any liability to the trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(c) As used in this paragraph the following terms shall have the
meanings set forth below:
(i) the term "indemnitee" shall mean any present or former Trustee,
officer or employee of the Trust, any present or former Trustee, partner,
Director or officer of another trust, partnership, corporation or association
whose securities are or were owned by the Trust or of which the Trust is or was
a creditor and who served or serves in such capacity at the request of the
Trust, and the heirs, executors, administrators, successors and assigns of any
of the foregoing; however, whenever conduct by an indemnitee is referred to, the
conduct shall be that of the original indemnitee rather than that of the heir,
executor, administrator, successor or assignee;
(ii)the term "covered proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which an indemnitee is or was a party or is
threatened to be made a party by reason of the fact or facts under which he or
it is an indemnitee as defined above;
(iii)the term "disabling conduct" shall mean willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office in question;
(iv)the term "covered expenses" shall mean expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by an indemnitee
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in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to any
covered proceeding and as to any indemnitee, an adverse determination as to the
indemnitee whether by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of disabling
conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding, whether
or not there is an adjudication of liability as to such indemnitee, such
indemnification by the Trust to be to the fullest extent now or hereafter
permitted by any applicable law unless the By-laws limit or restrict the
indemnification to which any indemnitee may be entitled. The Board of Trustees
may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right of the Trust
and/or any indemnitee to acquire and pay for any insurance covering any or all
indemnities to the extent permitted by applicable law or to affect any other
indemnification rights to which any indemnitee may be entitled to the extent
permitted by applicable law. Such rights to indemnification shall not, except as
otherwise provided by law, be deemed exclusive of any other rights to which such
indemnitee may be entitled under any statute, By-Law, contract or otherwise.
13.The Trustees are empowered, in their absolute discretion, to establish
bases or times, or both, for determining the net asset value per Share of any
Class and Series in accordance with the 1940 Act and to authorize the voluntary
purchase by any Class and Series, either directly or through an agent, of Shares
of any Class and Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with the 1940
Act.
14.Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for
redemption to the Trust for such purpose
together with any additional documentation that may be reasonably required by
the Trust or its transfer agent to evidence the authority of the tenderor to
make such request, plus any period of time during which the right of the holders
of the shares of such Class of that Series to require the Trust to redeem such
shares has been suspended. Any such payment may be made in portfolio securities
of such Class of that Series and/or in cash, as the Trustees shall deem
advisable, and no Shareholder shall have a right, other than as determined by
the Trustees, to have Shares redeemed in kind.
15.The Trust shall have the right, at any time and without prior notice to
the Shareholder, to redeem Shares of the Class and Series held by such
Shareholder held in any account registered in the name of such Shareholder for
its current net asset value, if and to the extent that such redemption is
necessary to reimburse either that Series or Class of the Trust or the
distributor (i.e., principal underwriter) of the Shares for any loss either has
sustained by reason of the failure of such Shareholder to make timely and good
payment for Shares purchased or subscribed for by such
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Shareholder, regardless of whether such Shareholder was a Shareholder at the
time of such purchase or subscription, subject to and upon such terms and
conditions as the Trustees may from time to time prescribe.
EIGHTH: The name "Oppenheimer" included in the name of the Trust and of
any Series shall be used pursuant to a royalty-free, non-exclusive license from
OppenheimerFunds, Inc. ("OFI"), incidental to and as part of any one or more
advisory, management or supervisory contracts which may be entered into by the
Trust with OFI. Such license shall allow OFI to inspect and subject to the
control of the Board of Trustees to control the nature and quality of services
offered by the Trust under such name. The license may be terminated by OFI upon
termination of such advisory, management or supervisory contracts or without
cause upon 60 days' written notice, in which case neither the Trust nor any
Series or Class shall have any further right to use the name "Oppenheimer" in
its name or otherwise and the Trust, the Shareholders and its officers and
Trustees shall promptly take whatever action may be necessary to change its name
and the names of any Series or Classes accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or the Shareholders, heirs, executors, administrators or
other legal representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the Trust estate
to be held harmless from and indemnified against all loss and expense arising
from such liability. The Trust shall, upon request by the Shareholder, assume
the defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a partnership is
created hereby. No individual Trustee hereunder shall have any power to bind the
Trust, the Trust's officers or any Shareholder. All persons extending credit to,
doing business with, contracting with or having or asserting any claim against
the Trust or the Trustees shall look only to the assets of the Trust for payment
under any such credit, transaction, contract or claim; and neither the
Shareholders nor the Trustees, nor any of their agents, whether past, present or
future, shall be personally liable therefor; notice of such disclaimer shall be
given in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. Nothing in this Declaration of Trust shall protect a
Trustee against any liability to which such Trustee would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee
hereunder.
3. The exercise by the Trustees of their powers and discretion hereunder
in good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of
paragraph 2 of this Article NINTH, the Trustees shall not be liable for errors
of judgment or mistakes of fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and operations of this Declaration
of Trust, applicable laws, contracts, obligations, transactions or any other
business the Trust may enter into, and subject to the provisions of paragraph 2
of this Article NINTH, shall be under no liability for any act or omission
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in accordance with such advice or for failing to follow such advice. The
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
4. This Trust shall continue without limitation of time but subject to the
provisions of subsections (a), (b), (c) and (d) of this paragraph 4.
(a) The Trustees, with the favorable vote of the holders of a majority
of the outstanding voting securities, as defined in the 1940 Act, of any one or
more Series entitled to vote, may sell and convey the assets of that Series
(which sale may be subject to the retention of assets for the payment of
liabilities and expenses) to another issuer for a consideration which may be or
include securities of such issuer. Upon making provision for the payment of
liabilities, by assumption by such issuer or otherwise, the Trustees shall
distribute the remaining proceeds ratably among the holders of the outstanding
Shares of the Series the assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders of a majority
of the outstanding voting securities, as defined in the 1940 Act, of any one or
more Series entitled to vote, may at any time sell and convert into money all
the assets of that Series. Upon making provisions for the payment of all
outstanding obligations, taxes and other liabilities, accrued or contingent, of
that Series, the Trustees shall distribute the remaining assets of that Series
ratably among the holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a majority
of the outstanding voting securities, as defined in the 1940 Act, of any one or
more Series entitled to vote, may otherwise alter, convert or transfer the
assets of that Series or those Series.
(d) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-sections (a) and (b), and in subsection
(c) where applicable, the Series the assets of which have been so transferred
shall terminate, and if all the assets of the Trust have been so transferred,
the Trust shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and interest of
all parties shall be canceled and discharged.
5. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental or restated declaration of trust shall be
filed with the Secretary of the Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental or restated declarations of
trust have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such supplemental or restated declaration of trust. In this instrument or in
any such supplemental or restated declaration of trust, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as amended or affected by any such
supplemental or restated declaration of trust. This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.
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6. The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption of the
Shares held in any account if the aggregate net asset value of such Shares
(taken at cost or value, as determined by the Board) has been reduced to $1,000
or less upon such notice to the shareholder in question, with such permission to
increase the investment in question and upon such other terms and conditions as
may be fixed by the Board of Trustees in accordance with the 1940 Act.
8. In the event that any person advances the organizational expenses of
the Trust, such advances shall become an obligation of the Trust subject to such
terms and conditions as may be fixed by, and on a date fixed by, or determined
with criteria fixed by the Board of Trustees, to be amortized over a period or
periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust including
action which is required or permitted by the 1940 Act or any other applicable
law, such action shall be deemed to have been properly taken if such action is
in accordance with the construction of the 1940 Act or such other applicable law
then in effect as expressed in "no action" letters of the staff of the
Commission or any release, rule, regulation or order under the 1940 Act or any
decision of a court of competent jurisdiction, notwithstanding that any of the
foregoing shall later be found to be invalid or otherwise reversed or modified
by any of the foregoing.
10.Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof in
the then effective prospectus and/or statement of additional information
relating to the Shares under
the Securities Act of 1933 or in any
proxy statement of the Trust rather than by formal resolution of
the Board.
11.Whenever under this Declaration of Trust, the Board of Trustees is
permitted or required to place a value on assets of the Trust, such action may
be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.
12.If authorized by vote of the Trustees and, if a vote of Shareholders is
required under this Declaration of Trust, the favorable vote of the holders of a
"majority" of the outstanding voting securities, as defined in the 1940 Act,
entitled to vote, or by any larger vote which may be required by applicable law
in any particular case, the Trustees may amend or otherwise supplement this
instrument, by making a Restated Declaration of Trust or a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof; any such
Supplemental or Restated Declaration of Trust may be executed by and on behalf
of the Trust and the Trustees by an officer or officers of the Trust.
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 2nd day of June, 1998.
/s/ Robert G. Galli /s/ Leon Levy
- ------------------- -------------
Robert G. Galli Leon Levy
19750 Beach Road One Sutton Place
Jupiter Island, FL 33469 New York, NY 10022
/s/ Benjamin Lipstein /s/ Bridget A. Macaskill
- --------------------- ------------------------
Benjamin Lipstein Bridget A. Macaskill
591 Breezy Hill Road 160 E. 81st Street
Hillsdale, NY 12529 New York, New York 10028
/s/ Elizabeth B. Moynihan /s/ Kenneth A. Randall
- ------------------------- ----------------------
Elizabeth B. Moynihan Kenneth A. Randall
801 Pennsylvania Avenue 6 Whittaker's Mill
Washington, DC 20004 Williamsburg, VA 23185
/s/ Edward V. Regan /s/ Russell S. Reynolds
- ------------------- -------------------
Edward V. Regan Russell S. Reynolds
40 Park Avenue 39 Clapboard Ridge Road
New York, NY 10016 Greenwich, CT 06830
/s/ Donald W. Spiro /s/ Pauline Trigere
- ------------------- -------------------
Donald W. Spiro Pauline Trigere
399 Ski Trail 525 Park Avenue
Kinnelon, NJ 07405 New York, NY 10021
/s/ Clayton K. Yeutter
- ----------------------
Clayton K. Yeutter
1325 Merrie Ridge Road
McLean, Virginia 22101
orgzn\stable.dot
BY-LAWS
OF
OPPENHEIMER STABLE VALUE FUND
(the "Trust")
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which terms
as used herein shall, together with all other terms defined in the Declaration
of Trust, have the same meaning as in the Declaration of Trust) shall be held at
the principal office of the Trust or at such other place as may from time to
time be designated by the Board of Trustees and stated in the notice of meeting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board of Trustees, if
any, or by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding
not less than one third of the entire number of Shares issued and outstanding
and entitled to vote thereat. Such request shall state the purpose or purposes
of the proposed meeting. In addition, meetings of the Shareholders shall be
called by the Board of Trustees upon receipt of the request in writing signed by
Shareholders that hold not less than ten percent of the entire number of Shares
issued and outstanding and entitled to vote thereat, stating that the purpose of
the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Not less than ten days' and
not more than 120 days' written notice of every meeting of Shareholders, stating
the time and place thereof (and the general nature of the business proposed to
be transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote thereat by leaving the same with him or at his
residence or usual place of business or by mailing it, postage prepaid and
addressed to him at his address as it appears upon the books of the Trust.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance or from
time to time, a record date not exceeding 120 days and not less than 10 days
preceding the date of any meeting of Shareholders or of the shareholders of any
Series or Class for the determination of the Shareholders of record entitled to
notice of and to vote at a Shareholders' meeting; for the determination of
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shareholders entitled to receive dividends, distributions, rights or allotments
of rights; or for any other purpose requiring the fixing of a record date. Only
such Shareholders of record on such date shall be entitled to notice of and to
vote at such meeting, receive such dividends, rights or allotments, or otherwise
participate as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all shareholders as recorded on
the books of the Trust, upon receipt of the request in writing signed by not
less than ten Shareholders (who have been such for at least 6 months) holding
Shares of the Trust valued at $25,000 or more at current offering price (as
defined in the Trust's Prospectus) or holding not less than one percent in
amount of the entire number of shares of the Trust issued and outstanding; such
request must state that such Shareholders wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a meeting to
remove one or more trustees pursuant to Section 2 of Article I and Section 2 of
Article II of these By-Laws and be accompanied by a form of communication to the
Shareholders. The Board of Trustees may, in its discretion, satisfy its
obligation under this Section 5 by either, as required by Section 16(c) of the
Investment Company Act, making available the Shareholder List to such
Shareholders at the principal offices of the Trust, or at the offices of the
Trust's transfer agent, during regular business hours, or by mailing a copy of
such Shareholders' proposed communication and form of request, at their expense,
to all other Shareholders. Notwithstanding the foregoing, the Board of Trustees
may also take such other action as may be permitted under Section 16(c) of the
Investment Company Act.
Section 6. Quorum, Adjournment of Meetings. The presence in person or by
proxy of the holders of record of more than one-third of the Shares, or of the
shares of any Series or Class, of the Trust issued and outstanding and entitled
to vote thereat, shall constitute a quorum, respectively, at all meetings of the
Shareholders; provided, however, that if any action to be taken by the
Shareholders or by a Series or Class at a meeting requires an affirmative vote
of a majority, or more than a majority, of the shares outstanding and entitled
to vote, then in such event the presence in person or by proxy of the holders of
a majority of the shares outstanding and entitled to vote at such a meeting
shall constitute a quorum for all purposes. At a meeting at which a quorum is
present, a vote of a majority of the quorum shall be sufficient to transact all
business at the meeting. If at any meeting of the Shareholders there shall be
less than a quorum present, the Shareholders or Trustees present at such meeting
may, without further notice, adjourn the same from time to time until a quorum
shall attend, but no business shall be transacted at any such adjourned meeting
except such as might have been lawfully transacted had the meeting not been
adjourned.
Section 7. Voting and Inspectors. At all meetings of Shareholders, each
Shareholder shall be entitled to one vote on each matter submitted to a vote of
the Shareholders of the affected Series or Class for each Share standing in his
name on the books of the Trust on the date fixed for determination of
Shareholders of the affected Series or Class entitled to vote at such meeting
(except, if the Board so determines, for Shares redeemed prior to the meeting),
and each such Series shall vote as an individual class ("Individual Class
Voting"); a Series or Class shall be deemed to be affected when a vote of the
holders of that Series or Class on a matter is required by the Investment
Company
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<PAGE>
Act of 1940; provided, however, that as to any matter with respect to which a
vote of Shareholders is required by the Investment Company Act of 1940 or by any
applicable law that must be complied with, such requirements as to a vote by
Shareholders shall apply in lieu of Individual Class Voting as described above.
Any fractional Share shall carry proportionately all the rights of a whole
Share, including the right to vote and the right to receive dividends. Any
Shareholder thus entitled to vote at any such meeting of Shareholders shall be
entitled to vote either in person or by proxy appointed by instrument in writing
subscribed by such Shareholder or his duly authorized attorney-in-fact.
All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each case
at a duly constituted meeting, except as otherwise provided in the Declaration
of Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust or in these
By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may, or,
if they have not so acted, the Chairman of the meeting may, and upon the request
of the holders of ten percent (10%) of the Shares entitled to vote at such
election shall, appoint two inspectors of election who shall first subscribe an
oath or affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote taken.
No candidate for the office of Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the Shares entitled to vote on such election or
matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees, if
any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President, or if none of the Chairman of the Board of
Trustees, the President or any Vice-President is present, by a chairman to be
elected at the meeting. The Secretary of the Trust, if present, shall act as
Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act, or if neither the Secretary nor an Assistant Secretary is present,
than the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 7, in which event such
inspectors of election shall decide all such questions.
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<PAGE>
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and affairs of the
Trust shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the next meeting of Shareholders of the Trust
following his election called for the purpose of electing Trustees or until his
successor is duly elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The Board
of Trustees, by the vote of a majority of the entire Board, may increase the
number of Trustees to a number not exceeding fifteen, and may elect Trustees to
fill the vacancies created by any such increase in the number of Trustees until
the next meeting called for the purpose of electing Trustees or until their
successors are duly elected and qualify; the Board of Trustees, by
the vote of a majority of the entire
Board, may likewise decrease the number of Trustees to a number not less than
three but the tenure of office of any Trustee shall not be affected by any such
decrease. Vacancies occurring other than by reason of any such increase shall be
filled by a vote of a majority of the entire Board then sitting. In the event
that after the proxy material has been printed for a meeting of Shareholders at
which Trustees are to be elected and any one or more nominees named in such
proxy material should die, become incapacitated or fail to stand for election,
the authorized number of Trustees shall be automatically reduced by the number
of such nominees, unless the Board of Trustees prior to the meeting shall
otherwise determine.
A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of not less than
two-thirds of the outstanding Shares of the Trust, present in person or by proxy
at any meeting of Shareholders at which such vote may be taken, provided that a
quorum is present. Any Trustee at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Trustees provided that
notice thereof is contained in the notice of such meeting and that such
resolution is adopted by the vote of at least two thirds of the Trustees whose
removal is not proposed. As used herein, "for cause" shall mean any cause which
under Massachusetts law would permit the removal of a Trustee of a business
trust.
Section 3. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust outside Massachusetts, at
any office or offices of the Trust or at any other place as they may from time
to time by resolution determine, or, in the case of meetings, as they may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board
of Trustees shall be held at such
time and on such notice, if any, as the Trustees may from time to
time determine.
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<PAGE>
Section 5. Special Meetings. Special meetings of the Board of Trustees may
be held from time to time upon call of the Chairman of the Board of Trustees, if
any, the President or two or more of the Trustees, by oral, telegraphic or
written notice duly served on or sent or mailed to each Trustee not less than
one day before such meeting. No notice need be given to any Trustee who attends
in person or to any Trustee who in writing executed and filed with the records
of the meeting either before or after the holding thereof, waives such notice.
Such notice or waiver of notice need not state the purpose or purposes of such
meeting.
Section 6. Quorum. A majority of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board there
shall be less than a quorum present (in person or by open telephone line, to the
extent permitted by the Investment Company Act of 1940 (the "1940 Act")), a
majority of those present may adjourn the meeting from time to time until a
quorum shall have been obtained. The act of the majority of the Trustees present
at any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by statute, by the Declaration of
Trust or by these By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees (but not less than
two) as the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from the Trustees.
When the Board of Trustees is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Trustees in the
management of the business and affairs of the Trust (including the power to
authorize the seal of the Trust to be affixed to all papers which may require
it) except as provided by law and except the power to increase or decrease the
size of, or fill vacancies on, the Board. The Executive Committee may fix its
own rules of procedure, and may meet, when and as provided by such rules or by
resolution of the Board of Trustees, but in every case the presence of a
majority shall be necessary to constitute a quorum. In the absence of any member
of the Executive Committee, the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint a member of the Board of Trustees
to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members of the Board (not less than two)
and shall have and may exercise such powers as the Board may determine in the
resolution appointing them. A majority of all members of any such committee may
determine its action, and fix the time and place of its meetings, unless the
Board of Trustees shall otherwise provide. The Board of Trustees shall have
power at any time to change the members and powers of any such committee, to
fill vacancies, and to discharge any such committee.
Section 9. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of the
Board of Trustees or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members
-5-
<PAGE>
of the Board, or of such committee, as the case may be. Trustees or members of a
committee of the Board of Trustees may participate in a meeting by means of a
conference telephone or similar communications equipment; such participation
shall, except as otherwise required by the 1940 Act, have the same effect as
presence in person.
Section 10. Compensation of Trustees and Committee Members.
Trustees and members of
the Committees appointed by the Board shall be entitled to receive such
compensation from the Trust for their services as may from time to time be voted
by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the Shares of
any Series or Class of the Trust may, but need not be, declared by specific
resolution of the Board as to each dividend or distribution; in lieu of such
specific resolutions, the Board may, by general resolution, determine the method
of computation thereof, the method of determining the Shareholders of the Series
or Class to which they are payable and the methods of determining whether and to
which Shareholders they are to be paid in cash or in additional Shares.
Section 12. Indemnification. Before an indemnitee shall be indemnified by
the Trust, there shall be a reasonable determination upon review of the facts
that the person to be indemnified was not liable by reason of disabling conduct
as defined in the Declaration of Trust. Such determination may be made either by
vote of a majority of a quorum of the Board who are neither "interested persons"
of the Trust or the investment adviser nor parties to the proceeding or by
independent legal counsel. The Trust may advance attorneys' fees and expenses
incurred in a covered proceeding to the indemnitee if the indemnitee undertakes
to repay the advance unless it is determined that he is entitled to
indemnification under the Declaration of Trust. Also at least one of the
following conditions must be satisfied: (1) the indemnitee provides security for
his undertaking, or (2) the Trust is insured against losses arising by reason of
lawful advances, or (3) a majority of the disinterested nonparty Trustees or
independent legal counsel in a written opinion shall determine, based upon
review of all of the facts, that there is reason to believe that the indemnitee
will ultimately be found entitled to indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust shall
include a Chairman of the Board of Trustees, a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Trustees),
a Secretary and a Treasurer.
The Chairman of the Board and
the President shall be selected from among the Trustees. The Board of Trustees
may also in its discretion appoint Assistant Secretaries, Assistant Treasurers,
and other officers, agents and employees, who shall have authority and perform
such duties as the Board or the Executive Committee may determine. The Board of
Trustees may fill any vacancy which may occur in any office. Any two offices,
except those of Chairman of the Board and Secretary, and President and
Secretary, may be held by the same person, but no officer shall execute,
acknowledge or verify any
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<PAGE>
instrument in more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Board of
Trustees or the Executive Committee. Unless otherwise ordered by the Board of
Trustees, the Chairman of the Board shall be the Chief Executive Officer.
ARTICLE IV
SHARES
Section 1. Share Certificates. The Board of Trustees has discretion to
determine from time to time whether (i) all of the Shares of the Trust or any
Series or Class shall be issued without certificates, or (ii) if certificates
are to be issued for any Shares, the extent and conditions for such issuance,
and the form(s) of such certificates.
Section 2. Transfer of Shares. Shares of any Series or Class shall be
transferable on the books of the Trust by the holder thereof in person or by his
duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series or Class, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the signature as
the Trust or its agent may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be imposed by
the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing the
name and address of the Shareholders of each Series or Class of the Trust and
the number of shares of that Series or Class, held by them respectively, shall
be kept at the principal offices of the Fund or, if the Trust employs a transfer
agent, at the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Trustees
may determine the conditions upon which a new certificate may be issued in place
of a certificate which is alleged to have been lost, stolen or destroyed; and
may, in their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Trust and the
transfer agent, if any, to indemnify it and such transfer agent against any and
all loss or claims which may arise by reason of the issue of a new certificate
in the place of the one so lost, stolen or destroyed.
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<PAGE>
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed by
the Shareholders or by majority vote of the entire Board of Trustees, but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Board of Trustees may be altered or repealed by the Shareholders.
ORGZN\stable.byl
OPPENHEIMER STABLE VALUE FUND
CERTIFIED RESOLUTIONS OF THE BOARD
June 4, 1998
At a meeting of the Board for the above referenced fund (the "Fund") held
on June 4, 1998, the members thereof by unanimous vote of those present adopted
and approved the following resolutions:
"RESOLVED, that Andrew J. Donohue or Robert G. Zack, and each of
them, be, and the same hereby is, appointed the attorney-in-fact and agent of
Donald W. Spiro, as President of the Fund (Principal Executive Officer), and
George C. Bowen, as Treasurer of the Fund (Principal Financial and Accounting
Officer), with full power of substitution and resubstitution, to sign on the
behalf of such officers of the Fund any and all Registration Statements
(including any post-effective amendments to such Registration Statements) under
the Securities Act of 1933 and the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission; and be it
further
RESOLVED, that Andrew J. Donohue or Robert G. Zack, and each of them,
hereby is authorized, empowered and directed, in the name and on behalf of the
Fund, to take such additional action and to execute and deliver such additional
documents and instruments as any of them may deem necessary or appropriate to
implement the provisions of the foregoing resolution, the authority for the
taking of such action and the execution and delivery of such documents and
instruments of such documents and instruments to be conclusively evidenced
thereby."
In witness whereof, the undersigned has hereunto set his hand this 4th day
of June, 1998.
/s/ Robert G. Zack
------------------
Robert G. Zack
Assistant Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Leon Levy
- -------------
Leon Levy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Robert G. Galli
- -------------------
Robert G. Galli
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Benjamin Lipstein
- ---------------------
Benjamin Lipstein
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as President,
Principal Executive Officer and Trustee of Oppenheimer Stable Value Fund, a
Massachusetts business trust (the "Fund"), to sign on his (her) behalf any and
all Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities Act of 1933, the Investment
Company Act of 1940 and any amendments and supplements thereto, and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Bridget A. Macaskill
- ------------------------
Bridget A. Macaskill
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Elizabeth B. Moynihan
- -------------------------
Elizabeth B. Moynihan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Kenneth A. Randall
- ----------------------
Kenneth A. Randall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Edward V. Regan
- -------------------
Edward V. Regan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Russell S. Reynolds, Jr.
- ----------------------------
Russell S. Reynolds, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Donald W. Spiro
- -------------------
Donald W. Spiro
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Pauline Trigere
- -------------------
Pauline Trigere
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a trustee of
Oppenheimer Stable Value Fund, a Massachusetts business trust (the "Fund"), to
sign on his (her) behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities Act
of 1933, the Investment Company Act of 1940 and any amendments and supplements
thereto, and other documents in connection thereunder, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ Clayton K. Yeutter
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Clayton K. Yeutter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Andrew J. Donohue or Robert G. Zack, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her capacities as a Treasurer
(Principal Financial and Accounting Officer) of Oppenheimer Stable Value Fund, a
Massachusetts business trust (the "Fund"), to sign on his (her) behalf any and
all Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities Act of 1933, the Investment
Company Act of 1940 and any amendments and supplements thereto, and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys- in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys- in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1998.
/s/ George C. Bowen
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George C. Bowen
POWERS\stable
