Registration No. 333-79707
File No. 811-9365
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [X]
Post-Effective Amendment No. 2 [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 4 [X]
OPPENHEIMER TRINITY VALUE FUND
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(Exact Name of Registrant as Specified in Charter)
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6803 South Tucson Way, Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
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212-323-0200
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(Registrant's Telephone Number, including Area Code)
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Andrew J. Donohue, Esq.
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OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On November 28, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] On January 22, 2001 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Oppenheimer
Trinity Value FundSM
Prospectus dated January 22, 2001
Oppenheimer Trinity Value FundSM is
a mutual fund that seeks long-term
growth of capital. The Fund invests
primarily in "undervalued" stocks
that are included in the S&P
500/BARRA Value Index.
This Prospectus contains
important information about the
Fund's objective, its investment
policies, strategies and risks. It
also contains important information
about how to buy and sell shares of
the Fund and other account
features. Please read this
Prospectus carefully before you
invest and keep it for future
reference about your account.
As with all mutual funds, the
Securities and Exchange Commission
has not approved or disapproved the
Fund's securities nor has it
determined that this Prospectus is
accurate or complete. It is a
criminal offense to represent
otherwise.
(OppenheimerFunds logo)
<PAGE>
24
3
Contents
About The Fund
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The Fund's Investment Objective and Strategies
Main Risks of Investing in the Fund
The Fund's Performance
Fees and Expenses of the Fund
About the Fund's Investments
How the Fund is Managed
About Your Account
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How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class N Shares
Class Y Shares
Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Web Site
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Financial Highlights
<PAGE>
ABOUT THE FUND
The Fund's Investment Objective and Strategies
WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's investment objective is
to seek long-term growth of capital.
WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests in common stocks that
are included in the S&P 500/BARRA Value Index, a subset of stocks included in
the Standard & Poor's Composite Index of 500 Stocks ("S&P 500 Index"). The
Fund does not expect to invest in all of the stocks included in the S&P
500/BARRA Value Index at the same time, and the Fund's investments in
particular stocks may be allocated in amounts that vary from the proportional
weightings of those stocks in the S&P 500/BARRA Value Index. Therefore, the
Fund is not an "index" fund.
HOW DOES THE SUB-ADVISOR DECIDE WHAT SECURITIES TO BUY OR SELL?
The Fund's investment Manager, OppenheimerFunds, Inc. has engaged a
Sub-Advisor, Trinity Investment Management Corporation, to select the
securities for the Fund's portfolio. The Sub-Advisor primarily uses
value-oriented investment analyses to determine which stocks to buy and sell
on behalf of the Fund. In using these approaches, the Sub-Advisor looks for
stocks that appear to be temporarily undervalued by various measures. The
Sub-Advisor seeks stocks having prices that are relatively low in relation to
what the team considers to be their real worth or future prospects, with the
expectation that the Fund will realize appreciation in the value of its
holdings.
The Sub-Advisor generally adheres to the following systematic,
disciplined investment process. While the Fund's investment process and its
implementation may vary in particular cases, the process includes the
following strategies:
o The Sub-Advisor considers stocks that are included in the S&P 500/BARRA
Value Index as investments for the Fund's portfolio. Under normal
circumstances, at least 80% of the Fund's assets will be invested in
stocks included in the index.
o The Sub-Advisor uses proprietary quantitative valuation models
incorporating data derived from qualitative fundamental research to
identify stocks within the S&P 500/BARRA Value Index that it
considers undervalued. Individual stocks are selected for the
Fund's portfolio using a ranking process based on those valuation
models.
o Seeking to reduce the Fund's overall risk, the Sub-Advisor diversifies
the Fund's portfolio by allocating the Fund's investments among
industries within the S&P 500/BARRA Value Index.
The investment process is more fully described under "About the Fund's
Investments," below.
WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking capital growth in their investment over the long term. Investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund investing in stocks. The Fund is not designed for
investors requiring current income. Because of its focus on long-term growth,
the Fund may be appropriate for a portion of a retirement plan investment.
The Fund is not a complete investment program.
Main Risks of Investing in the Fund
All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors described below.
There is also the risk that poor security selection by the Sub-Advisor will
cause the Fund to underperform other funds having a similar objective.
RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund focuses its investments in
stocks, the value of the Fund's portfolio will be affected by changes in the
stock markets. This market risk will affect the Fund's net asset value per
share, which will fluctuate as the values of the Fund's portfolio securities
change.
A variety of factors can affect the price of a particular stock and the
prices of individual stocks do not move in the same direction uniformly or at
the same time. Because the Fund limits its stock investments to stocks traded
on U.S. exchanges; the Fund's net asset value per share will be affected
primarily by changes in U.S. stock markets.
Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events. The Fund does not concentrate 25% or
more of its assets in any one industry, and the portfolio management team
seeks to reduce the effects of industry risks by diversifying the Fund's
investments among 34 industry groups defined by the Sub-Advisor within the
S&P 500/BARRA Value Index. However, there is no assurance that this
diversification strategy will reduce fluctuations in the value of the Fund's
shares related to events affecting the stocks of issuers in a particular
industry.
Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer.
HOW RISKY IS THE FUND OVERALL? These risks collectively form the risk profile
of the Fund and can affect the value of the Fund's investments, its
investment performance and its price per share. Particular investments and
important strategies also have risks. These risks mean that you can lose
money by investing in the Fund. When you redeem your shares, they may be
worth more or less than what you paid for them. There is no assurance that
the Fund will achieve its investment objective.
The Fund focuses its investments in stocks for long-term growth of
capital, however, in the short term, stocks can be volatile. The price of the
Fund's shares can go up and down substantially. The Fund generally does not
use income-oriented investments to help cushion the Fund's total return from
changes in stock prices, except for temporary defensive purposes. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but more aggressive than funds that invest in
stocks and bonds.
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An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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The Fund's Performance
Because the Fund commenced operations on September 1, 1999, calendar year
performance information for 1999 is not included in this Prospectus. To
obtain the Fund's performance information, you can either contact the
Transfer Agent at the toll free number on the back cover of this prospectus
to request the Fund's annual report, or visit the OppenheimerFunds Internet
web site at www.oppenheimerfunds.com.
Fees and Expenses of the Fund
The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services. Those expenses
are subtracted from the Fund's assets to calculate the Fund's net asset value
per share. All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as sales charges and account
transaction charges. The following tables are provided to help you
understand the fees and expenses you may pay if you buy and hold shares of
the Fund. The numbers below are based on the Fund's expenses during its
fiscal period ended July 31, 2000, except that the numbers for Class N
shares, which is a new class, are based on the Fund's anticipated expenses
for Class N shares during the upcoming year.
<TABLE>
<CAPTION>
Shareholder Fees (charges paid directly from your investment):
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<S> <C> <C> <C> <C> <C>
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
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Maximum Sales Charge 5.75% None None None
(Load)
on purchases
(as % of offering
price) None
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Maximum Deferred Sales None1 5%2 1%3 None
Charge (Load) (as % of
the
lower of the original
offering
price or redemption 1%4
proceeds)
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1. A contingent deferred sales charge may apply to redemptions of
investments of $1 million or more ($500,000 for retirement plan accounts)
of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent
deferred sales charge declines to 1% in the sixth year and is eliminated
after that.
3. Applies to shares redeemed within 12 months of purchase.
Applies to shares redeemed within 18 months of retirement plan's first
purchase of Class N shares.
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
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Management Fees 0.75% 0.75% 0.75% 0.75% 0.75%
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Distribution and/or 0.11% 1.00% 1.00% N/A
Service
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(12b-1) Fees 0.50%
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Other Expenses 0.67% 0.66% 0.66% 0.67% 0.67%
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Total Annual Operating 1.53% 2.41% 2.41% 1.92% 1.42%
Expenses
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</TABLE>
Expenses may vary in future years. "Other expenses" are estimates of the
transfer agent fees, custodial fees, and accounting and legal expenses that
the Fund pays. Class N shares were not offered for sale during the Fund's
last fiscal year. The expenses above for Class N shares are based on the
expected expenses for that class of shares for the current fiscal year.
EXAMPLES. The following examples are intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in a class of shares of the Fund for
the time periods indicated and reinvest your dividends and distributions.
The first example assumes that you redeem all of your shares at the end
of those periods. The second example assumes that you keep your shares. Both
examples also assume that your investment has a 5% return each year and that
the class's operating expenses remain the same. Your actual costs may be
higher or lower because expenses will vary over time. Based on these
assumptions your expenses would be as follows:
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---------------------- 5 Years 10 Years 1
If shares are 1 Year 3 Years
redeemed:
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Class A Shares $722 $1,031 $1,361 $2,294
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Class B Shares $744 $1,051 $1,485 $2,327
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Class C Shares $344 $751 $1,285 $2,746
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Class N Shares $295 $603 $1,037 $2,243
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Class Y Shares $145 $449 $776 $1,702
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If shares are not 1 Year 3 Years 5 Years 10 Years 1
redeemed:
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Class A Shares $722 $1,031 $1,361 $2,294
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Class B Shares $244 $751 $1,285 $2,327
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Class C Shares $244 $751 $1,285 $2,746
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Class N Shares $195 $603 $1,037 $2,243
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Class Y Shares $145 $449 $ 776 $1,702
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In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C or Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges.
1 Class B expenses for years 7 through 10 are based on Class A expenses,
since Class B shares automatically convert to Class A after 6 years.
About the Fund's Investments
THE FUND'S PRINCIPAL INVESTMENT POLICIES. The Fund purchases only stocks that
are included in the S&P 500/BARRA Value Index. In rare instances, the Fund
may temporarily hold stocks that are removed from the S&P 500/BARRA Value
Index or even the S&P 500 Index.
S&P 500 Index. The S&P 500 Index is an unmanaged index of equity securities
that is a broad-based measure of changes in domestic stock market
conditions based on the average performance of 500 widely held stocks.
Standard & Poor's Corporation selects the stocks included in the index
and determines their relative weightings within the index. The index is
generally considered a "large cap" index. The Sub-Advisor's research
capabilities cover approximately 98% of the stocks included in the S&P
500 Index.
S&P 500/BARRA Value Index. The S&P 500/BARRA Value Index is a subset of
stocks included in the S&P 500 Index. The S&P 500/BARRA Value Index is
constructed by dividing the stocks in the S&P 500 Index according to a
single attribute: book-to-price ratio. The S&P 500/BARRA Value Index
contains stocks with higher book-to-price ratios. Stocks with lower
book-to-price ratios are contained in the S&P 500/BARRA Growth Index.
Each stock in the S&P 500 Index is assigned to either the S&P 500/BARRA
Value Index or the S&P 500/BARRA Growth Index so that the two indices
together comprise the S&P 500 Index.
Stocks included in the S&P 500/BARRA Value Index are generally
considered to be currently undervalued by the market and therefore
thought to provide an opportunity for long-term potential returns.
Stocks included in the S&P 500/BARRA Growth Index are generally
considered to be those with the best relative short-term appreciation
potential among the stocks included in the S&P 500 Index.
Investment Process. In selecting stocks for the Fund's portfolio, the
Sub-Advisor follows a three-step process intended to identify the
stocks within the S&P 500/BARRA Value Index that provide opportunity
for long-term potential returns.
The Sub-Advisor first divides the S&P 500/BARRA Value Index into 11
broad economic sectors it has defined (see the chart on next page).
Second, each day the New York Stock Exchange is open for trading, the
Sub-Advisor ranks the stocks in each of the 11 economic sectors of the
index according to their underlying values, which might be quite
different from their current stock market valuations.
The Sub-Advisor ranks each of the stocks in the 11 economic sectors
using quantitative models based upon the factors that have historically
affected the prices for stocks included in each sector. To identify
these factors, the Sub-Advisor uses a proprietary research library that
includes a database of historical stock prices and fundamental
information such as earnings, dividend yields, and other relevant
financial information.
The most undervalued stocks or most attractive stocks, as identified by
the Sub-Adviser's models, are assigned a ranking of 1 (the highest
ranking). The most overvalued stocks, as identified by the
Sub-Adviser's value models, are assigned a ranking of 10 (the lowest
ranking). The most undervalued or most attractive stocks are candidates
for purchase by the Fund. Although lower ranked or less attractive
stocks generally are candidates for sale if held by the Fund, the Fund
does invest in some lower ranked or less attractive stocks in an
attempt to reduce overall portfolio risk.
Third, in order to diversify the Fund's investment portfolio and
attempt to reduce overall portfolio risk, the Sub-Advisor seeks to
align the Fund's portfolio investments to the sector weights of the S&P
500/BARRA Value Index (see the chart on next page). The size of the
Fund's portfolio positions in the "undervalued" stocks generally is
related to the proportionate weights of those stocks within the S&P 500
Index. The size of the Fund's portfolio positions in lower ranked or
less attractive stocks generally are less than the proportionate
weights of those stocks within the index.
The Sub-Adviser generally will construct a portfolio of 50 to 100
stocks for the Fund across the 11 economic sectors and 34 industry
groups. The Fund's portfolio characteristics, such as its yield, price
to earnings ratio and price to book ratio, will generally reflect the
underlying characteristics of the S&P 500/BARRA Value Index.
There is no assurance the Fund's selection strategy will result in the
Fund achieving its objective of long-term growth of capital. Nor can
there be any assurance that the Fund's diversification strategy will
actually reduce the volatility of an investment in the Fund. The
Statement of Additional Information contains additional information
about the Fund's investment policies and risks.
S&P 500/BARRA Value Index
11 Economic Sectors, 34 Industry Groups
Consumer Cyclicals
Retail/Merchandise
Entertainment
Building Materials
Lodging & Restaurant
Publishing
Consumer Durables
Retail/Clothing
Consumer Cyclicals
Retail/Merchandise
Entertainment
Building Materials
Lodging & Restaurant
Publishing
Consumer Durables
Retail/Clothing
Capital Goods
Electric Equipment
Aerospace
Machinery
Capital Goods
Electric Equipment
Aerospace
Machinery
Basic Materials
Chemicals
Forest Products
Metals
Basic Materials
Chemicals
Forest Products
Metals
Consumer Staples
Food/Bev/Tobacco
Household Products
Food & Drug Retail
Consumer Staples
Food/Bev/Tobacco
Household Products
Food & Drug Retail
Energy
Integrated Oils
Oil Products/Svcs
Energy
Integrated Oils
Oil Products/Svcs
Finance
Consumer Finance
Money Center Banks
Insurance
Regional Banks
Finance
Consumer Finance
Money Center Banks
Insurance
Regional Banks
Health Care
Drugs
Hospital/Hospital Supply
Health Care
Drugs
Hospital/Hospital Supply
Miscellaneous
Miscellaneous
Miscellaneous
Miscellaneous
Utilities
Telephones
Electric Utilities
Gas & Water
Utilities
Telephones
Electric Utilities
Gas & Water
Transportation
Automotive
Transportation
Auto Parts
Transportation
Automotive
Transportation
Auto Parts
Technology
Computer Hardware
Computer Software
Electronics
Technology
Computer Hardware
Computer Software
Electronics
Basic Materials Miscellaneous
Chemicals Miscellaneous
Forest Products
Metals Technology
Computer Hardware
Consumer Staples Computer Software
Food/Bev/Tobacco Electronics
Household Products
Food & Drug Retail Consumer Cyclicals
Retail/Merchandise
Health Care Entertainment
Drugs Building Materials
Hospital/Hospital Supply Lodging & Restaurant
Publishing
Transportation Consumer Durables
Automotive Retail/Clothing
Transportation
Auto Parts Finance
Consumer Finance
Capital Goods Money Center Banks
Electric Equipment Insurance
Aerospace Regional Banks
Machinery
Utilities
Energy Telephones
Integrated Oils Electric Utilities
Oil Products/Svcs Gas & Water
CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is not a fundamental policy, but will not be changed by the Fund's
Board of Trustees without advance notice to shareholders. Investment
restrictions that are fundamental policies are listed in the Statement of
Additional Information. An investment policy is not fundamental unless this
Prospectus or the Statement of Additional Information says that it is.
OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use
the investment techniques and strategies described below. The Fund may or
may not use these investment techniques. These techniques have certain
risks, although some are designed to help reduce the overall investment or
market risks.
Portfolio Turnover. The Fund's investment process may cause the Fund to
engage in active and frequent trading. Therefore, the Fund may engage
in short-term trading while trying to achieve its objective. Portfolio
turnover increases brokerage costs the Fund pays (and reduces
performance). Additionally, securities trading can cause the Fund to
realize capital gains that are distributed to shareholders as taxable
distributions.
Temporary Defensive Investments. In times of adverse or unstable market,
economic or political conditions, the Fund can invest up to 100% of its
assets in temporary defensive investments. Generally they would be
high-quality, short-term money market instruments, such as U.S.
government securities, highly rated commercial paper, short-term
corporate debt obligations, bank deposits or repurchase agreements. To
the extent the Fund invests defensively in these securities, it might
not achieve its investment objective of long-term growth of capital.
How the Fund Is Managed
THE MANAGER. The Manager, supervises the Fund's investment program and
handles its day-to-day business. The Manager carries out its duties, subject
to the policies established by the Board of Trustees, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Fund pays to the Manager and describes the expenses that
the Fund is responsible to pay to conduct its business.
The Manager has been as an investment adviser since January 1960. The
Manager (including subsidiaries and an affiliate) managed more than $125
billion in assets as of November 30, 2000, including other Oppenheimerfunds
with more than 5 million including shareholder accounts. The Manager is
located at Two World Trade Center, 34th Floor, New York, New York 10048-0203.
The Manager's Fees. Under the Investment Advisory Agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: 0.75% of the first $200 million
of average annual net assets of the Fund, 0.72% of the next $200
million, 0.69% of the next $200 million, 0.66% of the next $200
million, and 0.60% of average annual net assets in excess of $800
million. The Fund's management fee for the period ended July 31, 2000
was 0.75% of average annual net assets for each class of shares.
The Sub-Advisor The Manager retained the Sub-Advisor to provide day-to-day
portfolio management for the Fund. The Sub-Advisor has operated as an
investment advisor since 1980. As of September 30, 2000, the
Sub-Advisor managed over $3.7 billion for approximately 74 clients. The
Sub-Advisor also serves as sub-advisor to other investment companies
for which the Manager serves as investment advisor. The Sub-Advisor is
an affiliate of the Manager, and is located at 301 North Spring Street,
Bellefonte, Pennsylvania 16823. The Manager, not the Fund, pays the
Sub-Advisor an annual fee under a Sub-Advisory Agreement between the
Manager and the Sub-Advisor.
Portfolio Management Team. The Fund is managed by a team of individuals
employed by the Sub-Advisor. The portfolio management team is
primarily responsible for the selection of the Fund's portfolio
securities.
ABOUT YOUR ACCOUNT
How to Buy Shares
HOW DO YOU BUY SHARES? You can buy shares several ways, as described below.
o through any dealer, broker or financial institution that has a sales
agreement with the Fund's Distributor, OppenheimerFunds Distributor,
Inc., or
o directly through the Distributor, or
o automatically through an Asset Builder Plan under the OppenheimerFunds
AccountLink service.
The Fund's Distributor OppenheimerFunds Distributor, Inc., may appoint
servicing agents to accept purchase (and redemption) orders. The Distributor,
in its sole discretion, may reject any purchase order for the Fund's shares.
Buying Shares Through Your Dealer. You can buy shares through any dealer,
broker, or financial institution that has a sales agreement with the
Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New
Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. If you don't list a dealer on the application, the
Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment with a financial advisor
before you make a purchase to be sure that the Fund is appropriate for
you.
Buying Shares by Federal Funds Wire. Shares purchased through the
Distributor may be paid for by Federal Funds wire. The minimum
investment is $2,500. Before sending a wire, call the Distributor's
Wire Department at 1.800.525.7048 to notify the Distributor of the
wire, and to receive further instructions.
Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you
pay for shares by electronic funds transfers from your bank account.
Shares are purchased for your account on the regular business day the
Distributor is instructed by you to initiate the Automated
ClearingHouse (ACH) transfer to buy shares. You can provide those
instructions automatically, under an Asset Builder Plan, described
below, or by telephone instructions using OppenheimerFunds PhoneLink,
also described below. Please refer to "AccountLink," below for more
details.
Buying Shares Through Asset Builder Plans. You may purchase shares of the
Fund (and up to four other Oppenheimer funds) automatically each month
from your account at a bank or other financial institution under an
Asset Builder Plan with AccountLink. Details are in the Asset Builder
Application and the Statement of Additional Information.
HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial
investment of $1,000 and make additional investments at any time with as
little as $25. There are reduced minimum investments under special investment
plans.
o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
military allotment plans, you can make initial and subsequent
investments for as little as $25 you can make additional purchases
of at least $25 AccountLink.
o Under retirement plans, such as IRAs, pension and profit-sharing plans
and 401(k) plans, you can start your account with as little as $250.
If your IRA is started under an Asset Builder Plan, the $25 minimum
applies. Additional purchases may be as little as $25.
o The minimum investment requirement does not apply to reinvesting
dividends from the Fund or other Oppenheimer funds (a list of them
appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or reinvesting
distributions from unit investment trusts that have made
arrangements with the Distributor.
AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price (the
net asset value per share plus any initial sales charge that applies). The
offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Denver, Colorado,
or after any agent appointed by the Distributor receives the order and sends
it to the Distributor.
Net Asset Value. The net asset value of each class of shares is determined as
of the close of The New York Stock Exchange, on each day the Exchange
is open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., New York
time, but may close earlier on some days. All references to time in
this Prospectus mean "New York time."
The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class by the number of shares
of that class that are outstanding. To determine net asset value, the
Fund's Board of Trustees has established procedures to value the Fund's
securities, in general based on market value. The Board has adopted
special procedures for valuing illiquid and restricted securities and
obligations for which market values cannot be readily obtained.
Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays, the values of foreign
investments might change significantly on days when investors cannot
buy or redeem shares.
The Offering Price. To receive the offering price for a particular day, in
most cases the Distributor or its designated agent must receive your
order by the time of day The New York Stock Exchange closes that day.
If your order is received on a day when the Exchange is closed or after
it has closed, the order will receive the next offering price that is
determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must
receive the order by the close of The New York Stock Exchange and
transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally
5:00 P.M.) to receive that day's offering price. Otherwise, the order
will receive the next offering price that is determined.
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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject
to different expenses and will likely have different share prices. When you
buy shares, be sure to specify the class of shares. If you do not choose a
class, your investment will be made in Class A shares.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or $500,000 for
certain retirement plans). The amount of that sales charge will vary
depending on the amount you invest. The sales charge rates are listed
in "How Can I Buy Class A Shares?" below.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within six years of buying them, you will
normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares,
as described in "How Can I Buy Class B Shares?" below.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1%, as described in
"How Can I Buy Class C Shares?" below.
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Class N Shares. Class N shares are offered only through retirement plans
(including IRAs and 403(b) plans) that purchase $500,000 or more of
Class N shares of one or more Oppenheimer funds or through retirement
plans (not including IRAs and 403(b) plans) that have assets of
$500,000 or more or 100 or more eligible plan participants.
Non-retirement plan investors cannot buy Class N shares directly. If
you buy Class N shares, you pay no sales charge at the time of
purchase, but you will pay an annual asset-based sales charge. If you
sell your shares within 18 months of the retirement plan's first
purchase of Class N shares, you may pay a contingent deferred sales
charge of 1%, as described in "Who Can Buy Class N Shares," below.
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Class Y Shares. Class Y shares are offered only to certain institutional
investors that have special agreements with the Distributor.
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WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much
you plan to invest and how long you plan to hold your investment. If your
goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider
another class of shares. The Fund's operating costs that apply to a class of
shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.
The discussion below is not intended to be investment advice or a
recommendation, because each investor's financial considerations are
different. The discussion below assumes that you will purchase only one class
of shares, and not a combination of shares of different classes. Of course,
these examples are based on approximations of the effect of current sales
charges and expenses projected over time, and do not detail all of the
considerations in selecting a class of shares. You should analyze your
options carefully with your financial advisor before making that choice.
How Long Do You Expect to Hold Your Investment? While future financial needs
cannot be predicted with certainty, knowing how long you expect to hold
your investment will assist you in selecting the appropriate class of
shares. Because of the effect of class-based expenses, your choice
will also depend on how much you plan to invest. For example, the
reduced sales charges available for larger purchases of Class A shares
may, over time, offset the effect of paying an initial sales charge on
your investment, compared to the effect over time of higher class-based
expenses on shares of Class B or Class C. For retirement plans that
qualify to purchase Class N shares, Class N shares generally will be
more advantageous than Class C shares. Class B shares are not available
for purchase by such retirement plans.
o Investing for the Shorter Term. While the Fund is meant to be a
long-term investment, if you have a relatively short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C
shares rather than Class B shares. That is because of the effect of the
Class B contingent deferred sales charge if you redeem within six
years, as well as the effect of the Class B asset-based sales charge on
the investment return for that class in the short-term. Class C shares
might be the appropriate choice (especially for investments of less
than $100,000), because there is no initial sales charge on Class C
shares, and the contingent deferred sales charge does not apply to
amounts you sell after holding them one year.
However, if you plan to invest more than $100,000 for the shorter term,
then as your investment horizon increases toward six years, Class C
shares might not be as advantageous as Class A shares. That is because
the annual asset-based sales charge on Class C shares will have a
greater impact on your account over the longer term than the reduced
front-end sales charge available for larger purchases of Class A
shares.
And for non-retirement plan investors who invest $1 million or more, in
most cases Class A shares will be the most advantageous choice, no
matter how long you intend to hold your shares. For that reason, the
Distributor normally will not accept purchase orders of $500,000 or
more of Class B shares or $1 million or more of Class C shares from a
single investor.
o Investing for the Longer Term. If you are investing less than $100,000
for the longer-term, for example for retirement, and do not expect to
need access to your money for seven years or more, Class B shares may
be appropriate.
Are There Differences In Account Features That Matter To You? Some account
features may not be available to Class B, Class C or Class N
shareholders. Other features may not be advisable (because of the
effect of the contingent deferred sales charge) for Class B, Class C or
Class N shareholders. Therefore, you should carefully review how you
plan to use your investment account before deciding which class of
shares to buy.
Additionally, the dividends payable to Class B, Class C and Class N
shareholders will be reduced by the additional expenses borne by those
classes that are not borne by Class A or Class Y shares, such as the
Class B, Class C and Class N asset-based sales charge described below
and in the Statement of Additional Information. Share certificates are
not available for Class B, Class C and Class N shares, and if you are
considering using your shares as collateral for a loan, that may be a
factor to consider.
How Do Share Classes Affect Payments To My Broker? A salesperson, such as a
broker, may receive different compensation for selling one class of
shares than for selling another class. It is important to remember
that Class B, Class C and Class N contingent deferred sales charges and
asset-based sales charges have the same purpose as the front-end sales
charge on sales of Class A shares: to compensate the Distributor for
concessions and expenses it pays to dealers and financial institutions
for selling shares. The Distributor may pay additional 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.
SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B to the Statement
of Additional Information details the conditions for the waiver of sales
charges that apply in certain cases, and the special sales charge rates that
apply to purchases of shares of the Fund by certain groups, or under
specified retirement plan arrangements or in other special types of
transactions. To receive a waiver or special sales charge rate, you must
advise the Distributor when purchasing shares or the Transfer Agent when
redeeming shares that the Special conditions apply.
HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering
price, which is normally net asset value plus an initial sales charge.
However, in some cases, described below, purchases are not subject to an
initial sales charge, and the offering price will be the net asset value. In
other cases, reduced sales charges may be available, as described below or in
the Statement of Additional Information. Out of the amount you invest, the
Fund receives the net asset value to invest for your account.
The sales charge varies depending on the amount of your purchase. A
portion of the sales charge may be retained by the Distributor or allocated
to your dealer as concession. The Distributor reserves the right to pay the
entire concession to dealers. The current sales charge rates and concessions
paid to dealers and brokers are as follows:
--------------------------------------------------------------------------------
Front-End Sales Front-End Sales
Charge As a Charge As a Concession As
Percentage of Percentage of Net Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$25,000 or more but 5.50% 5.82% 4.75%
less than $50,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$50,000 or more but 4.75% 4.99% 4.00%
less than $100,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$100,000 or more
but less than 3.75% 3.90% 3.00%
$250,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$250,000 or more
but less than 2.50% 2.56% 2.00%
$500,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$500,000 or more 2.00% 2.04% 1.60%
but less than $1
million
--------------------------------------------------------------------------------
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 aggregating $1 million or more or for certain purchases by
particular types of retirement plans described in Appendix B to the
Statement of Additional Information. The Distributor pays dealers of
record concessions in an amount equal to 1.0% of purchases of $1
million or more other than purchases by those retirement accounts. For
those retirement plan accounts, the concession is 1.0% of the first
$2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of
purchases over $5 million, calculated on a calendar year basis. In
either case, the concession will be paid only on purchases that were
not previously subject to a front-end sales charge and dealer
concession.1
If you redeem any of those shares within in 18-months "holding period"
measured from the end of the calendar month of their purchase, a
contingent deferred sales charge (called the "Class A contingent
deferred sales charge") may be deducted from the redemption proceeds.
That sales charge will be equal to 1.0% of the lesser of (1) the
aggregate net asset value of the redeemed shares at the time of
redemption (excluding shares purchased by reinvestment of dividends or
capital gain distributions) or (2) the original net asset value of the
redeemed shares. However, the Class A contingent deferred sales charge
will not exceed the aggregate amount of the concessions the Distributor
paid to your dealer on all purchases of Class A shares of all
Oppenheimer funds you made that were subject to the Class A contingent
deferred sales charge.
Can You Reduce Class A Sales Charges? You may be eligible to buy Class A
shares at reduced sales charge rates under the Fund's "Right of
Accumulation" or a Letter of Intent, as described in "Reduced Sales
Charges" in the Statement of Additional Information. The Class A
initial and contingent deferred sales charges are not imposed in the
circumstances described in Appendix B to the Statement of Additional
Information.
HOW CAN YOU BUY 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 6 years of the end of the calendar month of their purchase, a
contingent deferred sales charge will be deducted from the redemption
proceeds. The Class B 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 B shares.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule for the Class B contingent deferred sales
charge holding period:
<PAGE>
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Contingent Deferred Sales Charge on
Years Since Beginning of Month in Redemptions in That Year
Which (As % of Amount Subject to Charge)
Purchase Order was Accepted
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0 - 1 5.0%
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1 - 2 4.0%
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2 - 3 3.0%
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3 - 4 3.0%
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4 - 5 2.0%
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5 - 6 1.0%
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6 and following None
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In the table, a "year" is a 12-month period.
Automatic Conversion of Class B Shares. Class B shares automatically convert
to Class A shares 72 months after you purchase them. 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 you hold convert, a prorated portion
of your Class B shares that were acquired by reinvesting 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 the Statement of Additional Information.
HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value
per share without an initial sales charge. However, if Class C shares are
redeemed within a holding period of 12 months from the end of the calendar
month of their purchase, a contingent deferred sales charge of 1.0% will be
deducted from the redemption proceeds. 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.
WHO CAN BUY CLASS N SHARES? Class N shares are offered only through
retirement plans (including IRAs and 403(b) plans) that purchase $500,000 or
more of Class N shares of one or more Oppenheimer funds or through retirement
plans (not including IRAs and 403(b) plans) that have assets of $500,000 or
more or 100 or more eligible participants. Non-retirement plan investors
cannot buy Class N shares directly.
A contingent deferred sales charge of 1.00% will be imposed if:
o The retirement plan (not including IRAs and 403(b) plans) is terminated
or Class N shares of all Oppenheimer funds are terminated as an
investment option of the plan and Class N shares are redeemed within 18
months after the plan's first purchase of Class N shares of any
Oppenheimer fund, or
o With respect to an individual retirement plan or 403(b) plan, Class N
shares are redeemed within 18 months of the plan's first purchase of
Class N shares of any Oppenheimer fund.
Retirement plans that offer Class N shares may impose charges on plan
participant accounts. The procedures for buying, selling, exchanging and
transferring the Fund's other classes of shares (other than the time those
orders must be received by the Distributor or Transfer Agent in Colorado)
and the special account features applicable to purchasers of those other
classes of shares described elsewhere in this prospectus do not apply to
Class N shares offered through a group retirement plan. Instructions for
purchasing redeeming, exchanging or transferring Class N shares offered
through a group retirement plan must be submitted by the plan, not by plan
participants for whose benefit the shares are held.
WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per
share without sales charge directly to institutional investors that have
special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies and employee benefit
plans. For example, Massachusetts Mutual Life Insurance Company, an affiliate
of the Manager, may purchase Class Y shares of the Fund and other Oppenheimer
funds (as well as Class Y shares of funds advised by MassMutual) for asset
allocation programs, investment companies or separate investment accounts it
sponsors and offers to its customers. Individual investors are not able to
buy Class Y shares directly.
An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those accounts. The procedures for buying,
selling, exchanging and transferring the Fund's other classes of shares and
the special account features available to investors buying those other
classes of shares do not apply to Class Y shares. An exception is that the
time those orders must be received by the Distributor or its agents or by the
Transfer Agent is the same for Class Y as for other share classes. However,
those instructions must be submitted by the institutional investor, not by
its customers for whose benefit the shares are held.
DISTRIBUTION AND SERVICE (12B-1) PLANS
Service Plan for Class A Shares. The Fund has adopted a Service Plan for
Class A shares. It reimburses the Distributor for a portion of its
costs incurred for services provided to accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate of up to
0.25% of the average annual net assets of Class A shares of the Fund.
The Distributor currently uses all of those fees to pay dealers,
brokers, banks and other financial institutions quarterly for providing
personal service and maintenance of accounts of their customers that
hold Class A shares.
Distribution and Service Plans for Class B, Class C and Class N Shares. The
Fund has adopted Distribution and Service Plans for Class B, Class C
and Class N shares to compensate the Distributor for its services and
costs in distributing Class B, Class C and Class N shares and servicing
accounts. Under the plans, the Fund pays the Distributor an annual
asset-based sales charge of 0.75% per year on Class B shares and on
Class C shares and the Fund pays the Distributor an annual asset-based
sales charge of 0.25% per year on Class N shares. The Distributor also
receives a service fee of 0.25% per year under each plan.
The asset-based sales charge and service fees increase Class B and
Class C expenses by up to 1.00% and increase Class N expenses by up to
0.50% of the net assets per year of the respective class. Because these
fees are paid out of the Fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you
more than other types of sales charges.
The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B, Class C or
Class N shares. The Distributor pays the 0.25% service fees to dealers
in advance for the first year after the shares were sold by the
dealer. After the shares have been held for a year, the Distributor
pays the service fees to dealers on a quarterly basis.
The Distributor currently pays sales concessions of 3.75% of the
purchase price of Class B shares to dealers from its own resources at
the time of sale. Including the advance of the service fee, the total
amount paid by the Distributor to the dealer at the time of sale of
Class B shares is therefore 4.00% of the purchase price. The
Distributor retains the Class B asset-based sales charge.
The Distributor currently pays sales concessions 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 pays the asset-based sales charge as an ongoing concession
to the dealer on Class C shares that have been outstanding for a year
or more.
The Distributor currently pays a sales concession of 0.75% of the
purchase price of Class N 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 N shares is therefore 1.00% of the purchase price. The
Distributor retains the asset-based sales charge on Class N shares.
Special Investor Services
ACCOUNTLINK. You can use our AccountLink feature to link your Fund account
with an account at a U.S. bank or other financial institution. It must be an
Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through
a service representative or by PhoneLink) or automatically under
Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends
and distributions directly to your bank account. Please call the
Transfer Agent for more information.
You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.852.8457. The purchase payment
will be debited from your bank account.
AccountLink privileges should be requested on your Application or your
dealer's settlement instructions if you buy your shares through a dealer.
After your account is established, you can request AccountLink privileges by
sending signature-guaranteed instructions to the Transfer Agent. AccountLink
privileges will apply to each shareholder listed in the registration on your
account as well as to your dealer representative of record unless and until
the Transfer Agent receives written instructions terminating or changing
those privileges. After you establish AccountLink for your account, any
change of bank account information must be made by signature-guaranteed
instructions to the Transfer Agent signed by all shareholders who own the
account.
PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the special PhoneLink number, 1.800.533.3310.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
phone, by calling 1.800.533.3310. You must have established
AccountLink privileges to link your bank account with the Fund to pay
for these purchases.
Exchanging Shares. With the OppenheimerFunds exchange privilege, described
below, you can exchange shares automatically by phone from your Fund account
to another OppenheimerFunds account you have already established by calling
the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling
the PhoneLink number and the Fund will send the proceeds directly to
your AccountLink bank account. Please refer to "How to Sell Shares,"
below for details.
CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for
certain types of account transactions to the Transfer Agent by fax
(telecopier). Please call 1.800.525.7048 for information about which
transactions may be handled this way. 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. You can obtain information about the
Fund, as well as your account balance, on the OppenheimerFunds Internet web
site, at http://www.oppenheimerfunds.com. Additionally, shareholders listed
in the account registration (and the dealer of record) may request certain
account transactions through a special section of that web site. To perform
account transactions, you must first obtain a personal identification number
(PIN) by calling the Transfer Agent at 1.800.533.3310. If you do not want to
have Internet account transaction capability for your account, please call
the Transfer Agent at 1.800.525.7048. At times, the web site may be
inaccessible or its transaction features may be unavailable.
AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis. Please call the Transfer Agent
or consult the Statement of Additional Information for details.
REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B
shares of the Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other Oppenheimer funds
without paying a sales charge. This privilege applies only to Class A shares
that you purchased subject to an initial sales charge and to Class A or Class
B shares on which you paid a contingent deferred sales charge when you
redeemed them. This privilege does not apply to Class C, Class N or Class Y
shares. You must be sure to ask the Distributor for this privilege when you
send your payment.
RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan
account. If you participate in a plan sponsored by your employer, the plan
trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans individuals
and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs,
SIMPLE IRAs, rollover IRAs and Education IRAs.
SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business
owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax deferred plans for employees of
eligible tax-exempt organizations, such as schools, hospitals and
charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and
self-employed individuals.
Please call the Distributor for OppenheimerFunds retirement plan
documents, which include applications and important plan information.
How to Sell Shares
You can sell (redeem) some or all of your shares on any regular business
day. Your shares will be sold at the next net asset value calculated after
your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent. The
Fund lets you sell your shares by writing a letter or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular basis.
If you have questions about any of these procedures, and especially if you
are redeeming shares in a special situation, such as due to the death of the
owner or from a retirement plan account, please call the Transfer Agent
first, at 1.800.525.7048, for assistance.
Certain Requests Require a Signature Guarantee. To protect you and the Fund
from fraud, the following redemption requests must be in writing and
must include a signature guarantee (although there may be other
situations that also require a signature guarantee):
o You wish to redeem more than $100,000 and receive a check
o The redemption check is not payable to all shareholders listed on the
account statement
o The redemption check is not sent to the address of record on your
account statement
o Shares are being transferred to a Fund account with a different owner
or name
o Shares are being redeemed by someone (such as an Executor) other than
the owners
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept
a guarantee of your signature by a number of financial institutions,
including:
o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities
or government securities,
o a U.S. national securities exchange, a registered securities
association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the
signature.
Retirement Plan Accounts. There are special procedures to sell shares in an
OppenheimerFunds retirement plan account. Call the Transfer Agent for a
distribution request form. Special income tax withholding requirements
apply to distributions from retirement plans. You must submit a
withholding form with your redemption request to avoid delay in getting
your money and if you do not want tax withheld. If your employer holds
your retirement plan account for you in the name of the plan, you must
ask the plan trustee or administrator to request the sale of the Fund
shares in your plan account.
HOW DO I SELL SHARES BY MAIL? Write a letter of instructions that includes:
o Your name
o The Fund's name
o Your Fund account number (from your 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 you are selling
o The signatures of all registered owners exactly as the account is
registered, and
o Any special documents requested by the Transfer Agent to assure proper
authorization of the person asking to sell the shares.
--------------------------------------------------------------------------------
Use the following address for requests Send courier or express mail requests
by mail: to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217-5270 Denver, Colorado 80231
--------------------------------------------------------------------------------
HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange
that day, which is normally 4:00 P.M., but may be earlier on some days. You
may not redeem shares held in an OppenheimerFunds retirement plan account 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
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.
Are There Limits on Amounts Redeemed by Telephone?
Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by
telephone in any 7-day period. The check must be payable to all owners
of record of the shares and must be sent to the address on the account
statement. This service is not available within 30 days of changing
the address on an account.
Telephone Redemptions Through AccountLink. There are no dollar limits on
telephone redemption proceeds sent to a bank account designated when
you establish AccountLink. Normally the ACH transfer to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be transferred.
CAN YOU SELL SHARES THROUGH YOUR DEALER? The Distributor has made
arrangements to repurchase Fund shares from dealers and brokers on behalf of
their customers. Brokers or dealers may charge for that service. If your
shares are held in the name of your dealer, you must redeem them through your
dealer.
HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase
shares subject to a Class A, Class B, Class C or Class N contingent deferred
sales charge and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be
deducted from the redemption proceeds, unless you are eligible for a waiver
of that sales charge based on the categories listed in Appendix B to the
Statement of Additional Information and you advise the Transfer Agent of your
eligibility for the waiver when you place your redemption request. With
respect to Class N shares, a 1% contingent deferred sales charge will be
imposed if:
o The retirement plan (not including IRAs and 403(b) plans) is terminated
or Class N shares of all Oppenheimer funds are terminated as an investment
option of the plan and Class N shares are redeemed within 18 months after
the plan's first purchase of Class N shares of any Oppenheimer fund, or,
o With respect to an individual retirement plan or 403(b) plan, Class N
shares are redeemed within 18 months of the plan's first purchase of Class
N shares of any Oppenheimer fund.
A 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 net asset value. A contingent deferred sales charge is not imposed
on:
o the amount of your account value represented by an increase in net
asset value over the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains
distributions, or
o shares redeemed in the special circumstances described in Appendix B to
the Statement of Additional Information.
To determine whether a 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 the holding period that applies to that class, and
(3) shares held the longest during the holding period.
Contingent deferred sales charges are not charged when you exchange
shares of the Fund for shares of other Oppenheimer funds. However, if you
exchange them within the applicable contingent deferred sales change holding
period, the holding period will carry over to the fund whose shares you
acquire. Similarly, if you acquire shares of this Fund by exchanging shares
of another Oppenheimer fund that are still subject to a contingent deferred
sales charge holding period, that holding period will carry over to this Fund.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share at the time of exchange, without sales charge.
To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The prospectuses of this Fund and the fund whose shares you want to buy
must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them. After the account is open
7 days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose
share you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you
can exchange Class A shares of this Fund only for Class A shares of another
fund. In some cases, sales charges may be imposed on exchange transactions.
For tax purposes, exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result
in a capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.
You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or obtain one by calling
a service representative at 1.800.525.7048. That list can change from time
to time.
HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or
by telephone:
Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the
certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
by calling a service representative at 1.800.852.8457, or by using
PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
exchanges may be made only between accounts that are registered with
the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
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 conforms
to the policies described above. It must be received by the close of
The New York Stock Exchange that day, which is normally 4:00 P.M.
but may be earlier on some days. However, either fund may delay the
purchase of shares of the fund you are exchanging into up to seven
days if it determines it would be disadvantaged by a same-day
exchange. For example, the receipt of multiple exchange requests
from a "market timer" might require the Fund to sell securities at a
disadvantageous time or price.
o Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange
request that it believes 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. The Fund may impose these changes at any time, although it
will provide you notice when it is able to do so or when it is
required to do so.
o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
More information about the Fund's policies and procedures for buying,
selling, and exchanging shares is contained in the Statement of Additional
Information.
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.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Fund at any time. If an
account has more than one owner, the Fund and the Transfer Agent may
rely on the instructions of any one owner. Telephone privileges apply
to each owner of the account and the dealer representative of record
for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.
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. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
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.
Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions, and are responsible to their clients who
are shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.
The redemption price for shares will vary from day to day because the value
of the securities in the Fund's portfolio fluctuates. The redemption
price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more
or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check or through AccountLink or by Federal Funds wire (as elected by
the shareholder) within seven days after the Transfer Agent receives
redemption instructions in proper form. However, under unusual
circumstances determined by the Securities and Exchange Commission,
payment may be delayed or suspended. For accounts registered in the
name of a broker-dealer, payment will normally be forwarded within
three business days after redemption.
The Transfer Agent may delay forwarding a check or processing a payment via
AccountLink for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the
date the shares were purchased. That delay may be avoided if you
purchase shares by Federal Funds wire or certified check, or arrange
with your bank to provide telephone or written assurance to the
Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.
"Backup Withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if
you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
mail only one copy of each prospectus, annual and semi-annual report to
shareholders having the same last name and address on the Fund's
records. The consolidation of these mailings, called householding,
benefits the Fund through reduced mailing expense.
If you want to receive multiple copies of these materials, you may call
the Transfer Agent at 1.800.525.7048. You may also notify the Transfer
Agent in writing. Individual copies of prospectuses and reports will
be sent to you within 30 days after the Transfer Agent receives your
request to stop householding.
Dividends, Capital Gains and Taxes
DIVIDENDS. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid on Class A and Class Y shares will generally
be higher than dividends for Class B, Class C and Class N shares, which
normally have higher expenses than Class A and Class Y. The Fund has no fixed
dividend rate and cannot guarantee that it will pay any dividends or
distributions.
CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.
WHAT CHOICES DO I HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all
dividends and capital gains distributions in additional shares of the
Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
distributions (dividends, short-term capital gains or long-term capital
gains distributions) in the Fund while receiving other types of
distributions by check or having them sent to your bank account through
AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
dividends and capital gains distributions or have them sent to your
bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
reinvest all distributions in the same class of shares of another
OppenheimerFunds account you have established
TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Long-term capital gains
are taxable as long-term capital gains when distributed to shareholders. It
does not matter how long you have held your shares. Whether you reinvest your
distributions in additional shares or take them in cash, the tax treatment is
the same.
Every year the Fund will send you and the IRS a statement showing the
amount of any taxable distribution you received in the previous year. Any
long-term capital gains will be separately identified in the tax information
the Fund sends you after the end of the calendar year.
Avoid "Buying a Distribution". If you buy shares on or just before the
ex-dividend date or just before the Fund declares a capital gain
distribution, you will pay the full price for the shares and then
receive a portion of the price back as a taxable dividend or capital
gain.
Remember, There May Be Taxes on Transactions. Because the Fund's share price
fluctuates, you may have a capital gain or loss when you sell or
exchange your shares. A capital gain or loss is the difference between
the price you paid for the shares and the price you received when you
sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
Fund may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to
shareholders.
This information is only a summary of certain federal income tax
information about your investment. You should consult with your tax adviser
about the effect of an investment in the Fund on your particular tax
situation.
Financial Highlights
The Financial Highlights Table is presented to help you understand the Fund's
financial performance over the fiscal year. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP, the Fund's
independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request. Class N shares were not publicly offered during any of
the periods shown. Therefore, information about Class N shares is not
included in the following tables or in the Fund's other financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
CLASS A CLASS B CLASS C CLASS Y
------------------ ----------------- ----------------- -----------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00 $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .05 .01 (.02) .07
Net realized and unrealized loss (.50) (.53) (.41) (.50)
------------------ ----------------- ----------------- -----------------
Total loss from investment operations (.45) (.52) (.43) (.43)
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.03) -- (2) (.04)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.52 $9.45 $9.57 $9.53
================== ================= ================= =================
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (4.50)% (5.18)% (4.27)% (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $3,798 $643 $851 $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,802 $235 $260 $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss) 0.52% (0.36)% (0.36)% 0.62%
Expenses 1.53% 2.41% 2.41% 1.42%
Expenses, net of indirect expenses 1.47% 2.35% 2.35% 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 285% 285% 285% 285%
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or commencement of operations), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
4. Annualized for periods of less than one full year.
Oppenheimer Trinity Value Fund
<PAGE>
INFORMATION AND SERVICES
For More Information on Oppenheimer Trinity Value FundSM:
The following additional information about the Fund is available without
charge upon request:
STATEMENT OF ADDITIONAL INFORMATION This document includes additional
information about the Fund's investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS Additional information about the Fund's
investments and performance will be available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report will include a
discussion of market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year.
How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports (when they are available), and other information
about the Fund or your account:
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.525.7048
By Mail: Write to: OppenheimerFunds Services,
P.O. Box 5270
Denver, Colorado 80217-5270
On the Internet: You can send us a request by e-mail or read or
down-load
documents on the OppenheimerFunds web
site:
http://www.oppenheimerfunds.com
You can also obtain copies of the Statement of Additional Information and
other Fund documents and reports by visiting the SEC's Public Reference Room
in Washington, D.C. (Phone 1.202.942.8090) or the EDGAR database on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment
of a duplicating fee by electronic request at the SEC's e-mail address:
[email protected] or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or
to make any representations about the Fund other than what is contained
in this Prospectus. This Prospectus is not an offer to sell shares of the
Fund, nor a solicitation of an offer to buy shares of the Fund, to any
person in any state or other jurisdiction where it is unlawful to make
such an offer.
The Fund's shares are
distributed by:
[logo] OppenheimerFunds
Distributors, Inc.
The Fund's SEC File No. 811-09361
PR0381.001.0101
Printed on recycled paper.
<PAGE>
Oppenheimer Trinity Value FundSM
------------------------------------------------------------------------------
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
Statement of Additional Information dated January 22, 2001
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated January 22, 2001. 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,
or by downloading it from the OppenheimerFunds Internet web site at
www.oppenheimerfunds.com.
Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks..
The Fund's Investment Policies.....................................
Other Investment Techniques and Strategies.........................
Investment Restrictions............................................
How the Fund is Managed ...............................................
Organization and History...........................................
Trustees and Officers..............................................
The Manager........................................................
The Sub-Advisor....................................................
Brokerage Policies of the Fund.........................................
Distribution and Service Plans.........................................
Performance of the Fund................................................
About Your Account
How To Buy Shares......................................................
How To Sell Shares.....................................................
How To Exchange Shares.................................................
Dividends, Capital Gains and Taxes.....................................
Additional Information About the Fund..................................
Financial Information About the Fund
Independent Auditors' Report...........................................
Financial Statements...................................................
Appendix A: Economic Sectors and Industry Groups....................... A-1
Appendix B: Special Sales Charge Arrangements and Waivers.............. B-1
<PAGE>
ABOUT THE FUND
Additional Information About the Fund's Investment Policies and Risks
The investment objective, the principal investment policies and the
main risks of the Fund are described in the Prospectus. This Statement of
Additional Information contains supplemental information about those policies
and risks and the types of securities that the Fund can purchase. Additional
information is also provided about the strategies that the Fund may use to
try to achieve its objective.
The Fund's Investment Policies. The composition of the Fund's portfolio and
the techniques and strategies that the Fund's Sub-Advisor, Trinity Investment
Management Corporation, can use in selecting portfolio securities may vary
over time. The Fund is not required to use the investment techniques and
strategies described below at all times in seeking its goal. It may use some
of the special investment techniques and strategies at some times or not at
all. Nonetheless, when selecting the Fund's portfolio investments, the Fund's
the Sub-Advisor, who is retained by the Manager, OppenheimerFunds, Inc.,
typically adheres to the following disciplined, systematic approach, which is
more fully described in the Prospectus.
Each day the New York Stock Exchange is open for trading, the
Sub-Advisor ranks nearly all of the stocks comprising the S&P 500/BARRA Value
Index according to their relative valuations, which may vary substantially
from current market valuations. The S&P 500/BARRA Value Index is a subset of
the Standard & Poor's Composite Index of 500 Stocks, consisting of
approximately 300 to 400 common stocks. The Sub-Advisor determines these
rankings by dividing the S&P 500/BARRA Value Index into 11 broad economic
sectors (Appendix A) and using specially selected valuation models.
After identifying the most undervalued and most overvalued stocks in
the S&P 500/BARRA Value Index, the Sub-Advisor generally selects the most
undervalued stocks for the Fund's portfolio. In order to diversify the Fund's
portfolio investments and attempt to reduce overall portfolio risk, the
Sub-Advisor seeks to align the Fund's portfolio investments with the sector
weights of the index (See Appendix A).
In selecting stocks for the Fund's portfolio, the portfolio management
team, whose members are employed by the Sub-Advisor, primarily uses
value-oriented investment analyses. In using these approaches, the portfolio
management team looks for stocks that appear to be temporarily undervalued by
various measures. The portfolio management team seeks stocks having prices
that are relatively low in relation to what the team considers to be their
real worth or future prospects, with the expectation that the Fund will
realize appreciation in the value of its holdings.
Some of the measures used to identify undervalued stocks include, among
others:
|_| Dividend Discount, which calculates the present
value of the projected stream of future dividends; stocks that sell at
discounts to present value are favored.
|_| Earnings Momentum, which is based on the
percentage change in trailing four-quarter earnings per share over the
last three months.
|_| Cashflow Plowback, which seeks high cashflow relative to
capital structure and low price/cashflow ratio. The plowback feature is
based on net cashflow (cashflow minus dividends) retained by a company
each year and available for reinvestment or plowback into the business,
providing a basis for future growth.
|_| Price/earnings Ratio, which is the stock's price divided by
its earnings per share. A stock having a price/earnings ratio lower than its
historical range, or lower than the market as a whole or that of similar
companies may offer attractive investment opportunities.
|_| Price/book value Ratio, which is the stock price divided by
the book value of the company per share. It measures the company's stock
price in relation to its asset value.
|_| Dividend Yield, which is measured by dividing the annual
dividend by the stock price per share.
There is no assurance the Fund's stock selection strategy will result
in the Fund achieving its objective of long-term capital growth. Nor can
there be any assurance that the Fund's diversification strategy will actually
reduce the volatility of an investment in the Fund.
|X| Portfolio Turnover. "Portfolio turnover" describes the rate at
which the Fund trades its portfolio securities during prior fiscal years. For
example, if the Fund sold all of its securities during the year, its
portfolio turnover rate would be 100% or more. The Fund's portfolio turnover
rate will fluctuate from year to year. The Fund may have a portfolio turnover
rate of 100% or more annually. Increased portfolio turnover creates higher
brokerage and transaction costs for the Fund, which may reduce its overall
performance. Additionally, the realization of capital gains from selling
portfolio securities may result in distributions of taxable capital gains to
shareholders, since the Fund will normally distribute all of its capital
gains realized each year, to avoid excise taxes under the Internal Revenue
Code.
Other Investment Techniques and Strategies
|X| Temporary Defensive Investments. For temporary defensive
purposes, the Fund can invest in repurchase agreements and a variety of
"money market securities." Money market securities are high-quality,
short-term debt instruments that may be issued by the U.S. government,
corporations, banks or other entities. They may have fixed, variable or
floating interest rates. The following is a brief description of the types of
money market securities the Fund may invest in.
|_| Repurchase Agreements. The Fund can acquire securities
subject to repurchase agreements. It might do so for liquidity purposes to
meet anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio
securities transactions, or for defensive purposes.
In a repurchase transaction, the Fund buys a security from, and
simultaneously resells it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Fund's Board of Trustees from time to
time.
The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's fundamental policy limits on holding illiquid
investments. The Fund cannot enter into a repurchase agreement that causes
more than 10% of its total assets to be subject to repurchase agreements
having a maturity beyond seven days. There is no limit on the amount of the
Fund's assets that may be subject to repurchase agreements having maturities
of seven days or less.
Repurchase agreements, considered "loans" under the Investment Company
Act, are collateralized by the underlying security. The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase price
to fully collateralize the repayment obligation. However, if the vendor fails
to pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay
in its ability to do so. The Sub-Advisor will monitor the vendor's
creditworthiness to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.
|_| U.S. Government Securities. These include obligations
issued or guaranteed by the U.S. Treasury or other U.S. government agencies
or corporate entities referred to as "instrumentalities" of the U.S.
government. The obligations of U.S. government agencies or instrumentalities
in which the Fund may invest may or may not be guaranteed or supported by the
"full faith and credit" of the United States. "Full faith and credit" means
generally that the taxing power of the U.S. government is pledged to the
payment of interest and repayment of principal on a security. If a security
is not backed by the full faith and credit of the United States, the owner of
the security must look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim against the United
States if the issuing agency or instrumentality does not meet its commitment.
The Fund will invest in securities of U.S. government agencies and
instrumentalities only if the Sub-Advisor is satisfied that the credit risk
with respect to such agency or instrumentality is minimal.
|_| Bank Obligations. The Fund may buy time deposits,
certificates of deposit and bankers' acceptances. They must be :
o obligations issued or guaranteed by a domestic or foreign bank
(including a foreign branch of a domestic bank) having
total assets of at least $1 billion,
o banker's acceptances (which may or may not be supported by letters of
credit) only if guaranteed by a U.S. commercial bank with
total assets of at least U.S. $1 billion.
The Fund can make time deposits. These are
non-negotiable deposits in a bank for a specified period of time. They
may be subject to early withdrawal penalties. Time deposits that are
subject to early withdrawal penalties are subject to the Fund's limits on
illiquid investments, unless the time deposit matures in seven days or
less. "Banks" include commercial banks, savings banks and savings and
loan associations.
|_| Commercial Paper. The Fund may invest in commercial paper,
if it is rated within the top two rating categories of Standard & Poor's and
Moody's. If the paper is not rated, it may be purchased if issued by a
company having a credit rating of at least "AA" by Standard & Poor's or "Aa"
by Moody's.
The Fund may buy commercial paper, including U.S. dollar-denominated
securities of foreign branches of U.S. banks, issued by other entities if the
commercial paper is guaranteed as to principal and interest by a bank,
government or corporation whose certificates of deposit or commercial paper
may otherwise be purchased by the Fund.
|_| Variable Amount Master Demand Notes. Master demand notes are
corporate obligations that permit the investment of fluctuating amounts by
the Fund at varying rates of interest under direct arrangements between the
Fund, as lender, and the borrower. They permit daily changes in the amounts
borrowed. The Fund has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount. The borrower may prepay up to the full amount of the note without
penalty. These notes may or may not be backed by bank letters of credit.
Because these notes are direct lending arrangements between the lender
and borrower, it is not expected that there will be a trading market for
them. There is no secondary market for these notes, although they are
redeemable (and thus are immediately repayable by the borrower) at principal
amount, plus accrued interest, at any time. Accordingly, the Fund's right to
redeem such notes is dependent upon the ability of the borrower to pay
principal and interest on demand.
The Fund has no limitations on the type of issuer from whom these notes
will be purchased. However, in connection with such purchases and on an
ongoing basis, the Sub-Advisor will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such notes
made demand simultaneously. Investments in master demand notes are subject to
the limitation on investments by the Fund in illiquid securities. Currently,
the Fund does not intend that its investments in variable amount master
demand notes will exceed 5% of its total assets.
|X| Loans of Portfolio Securities. To raise cash for liquidity
purposes, the Fund can lend its portfolio securities to brokers, dealers and
other types of financial institutions approved by the Fund's Board of
Trustees. These loans are limited to not more than 10% of the value of the
Fund's total assets. The Fund currently does not intend to engage in loans of
securities, but if it does so, such loans will not likely exceed 5% of the
Fund's total assets.
There are some risks in connection with securities lending. The Fund
might experience a delay in receiving additional collateral to secure a loan,
or a delay in recovery of the loaned securities if the borrower defaults. The
Fund must receive collateral for a loan. Under current applicable regulatory
requirements (which are subject to change), on each business day the loan
collateral must be at least equal to the value of the loaned securities. It
must consist of cash, bank letters of credit, securities of the U.S.
government or its agencies or instrumentalities, or other cash equivalents in
which the Fund is permitted to invest. To be acceptable as collateral,
letters of credit must obligate a bank to pay amounts demanded by the Fund if
the demand meets the terms of the letter. The terms of the letter of credit
and the issuing bank both must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the
dividends or interest on loaned securities. It also receives one or more of
(a) negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on any short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The Fund
may also pay reasonable finder's, custodian and administrative fees in
connection with these loans. The terms of the Fund's loans must meet
applicable tests under the Internal Revenue Code and must permit the Fund to
reacquire loaned securities on five days' notice or in time to vote on any
important matter.
|X| Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable price. A
restricted security is one that has a contractual restriction on its resale
or which cannot be sold publicly until it is registered under the Securities
Act of 1933.
As a fundamental policy, the Fund will not invest more than 10% of its
total assets in illiquid or restricted securities, including repurchase
agreements having a maturity beyond seven days, portfolio securities for
which market quotations are not readily available and time deposits that
mature in more than 2 days. Certain restricted securities that are eligible
for resale to qualified institutional purchasers, as described below, may not
be subject to that limit. The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity.
To enable the Fund to sell its holdings of a restricted security not
registered under the Securities Act of 1933, the Fund may have to cause those
securities to be registered. The expenses of registering restricted
securities may be negotiated by the Fund with the issuer at the time the Fund
buys the securities. When the Fund must arrange registration because the Fund
wishes to sell the security, a considerable period may elapse between the
time the decision is made to sell the security and the time the security is
registered so that the Fund could sell it. The Fund would bear the risks of
any downward price fluctuation during that period.
The Fund may also acquire restricted securities through private
placements. Those securities have contractual restrictions on their public
resale. Those restrictions might limit the Fund's ability to dispose of the
securities and might lower the amount the Fund could realize upon the sale.
The Fund has limitations that apply to purchases of restricted
securities, as stated above. Those percentage restrictions do not limit
purchases of restricted securities that are eligible for sale to qualified
institutional purchasers under Rule 144A of the Securities Act of 1933, if
those securities have been determined to be liquid by the Manager under
Board-approved guidelines. Those guidelines take into account the trading
activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in a
particular Rule 144A security, the Fund's holdings of that security may be
considered to be illiquid.
Investment Restrictions
|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, a "majority" vote is defined as
the vote of the holders of the lesser of:
|_| 67% or more of the shares present or represented by proxy
at a shareholder meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or
|_| more than 50% of the outstanding shares.
Policies described in the Prospectus or this Statement of Additional
Information are "fundamental" only if they are identified as such. The Fund's
Board of Trustees can change non-fundamental policies without shareholder
approval. However, significant changes to investment policies will be
described in supplements or updates to the Prospectus or this Statement of
Additional Information, as appropriate. The Fund's principal investment
policies are described in the Prospectus.
|X| Does the Fund Have Fundamental Policies? The following investment
restrictions are fundamental policies of the Fund.
|_| The Fund cannot buy securities issued or guaranteed by any one
issuer if more than 5% of its total assets would be invested in securities of
that issuer or if it would then own more than 10% of that issuer's voting
securities. That restriction applies to 75% of the Fund's total assets. This
limitation does not apply to securities issued by the U.S. government or any
of its agencies or instrumentalities or securities of other investment
companies.
|_| The Fund cannot invest in companies for the purpose of acquiring
control or management of them.
|_| The Fund cannot lend money. However, it can invest in debt
securities that the Fund's investment policies and restrictions permit it to
purchase. The Fund may also lend its portfolio securities and enter into
repurchase agreements.
|_| The Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in companies in any one industry.
Obligations of the U.S. government, its agencies and instrumentalities are
not considered to be part of an "industry" for the purposes of this
restriction.
|_| The Fund cannot invest in real estate or in interests in real
estate. However, the Fund can purchase readily-marketable securities of
companies holding real estate or interests in real estate.
|_| The Fund cannot underwrite securities of other companies. A
permitted exception is in case it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own
portfolio.
|_| The Fund cannot invest in physical commodities or commodity
contracts. This does not prohibit the Fund from purchasing or selling options
and futures or from buying or selling hedging instruments as permitted by any
of its other investment policies.
|_| The Fund cannot borrow money except from banks in amounts not in
excess of 5% of its assets as a temporary measure to meet redemptions.
|_| The Fund cannot pledge, mortgage or hypothecate any of its assets.
However, this does not prohibit the escrow arrangements contemplated by the
put and call activities of the Fund or other collateral or margin
arrangements in connection with any of the hedging instruments permitted by
any of its other policies.
|_| The Fund cannot issue "senior securities," but this does not
prohibit certain investment activities for which assets of the Fund are
designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples of those activities
include borrowing money, reverse repurchase agreements, delayed-delivery and
when-issued arrangements for portfolio securities transactions, and contracts
to buy or sell derivatives, hedging instruments, options or futures.
Unless the Prospectus or this Statement of Additional Information
states that a percentage restriction applies on an on-going basis, it applies
only at the time the Fund makes an investment with the exception of the
borrowing policy. 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.
|X| Does the Fund Have Additional Restrictions That Are Not
"Fundamental" Policies?
The Fund has the additional operating policies that are not
"fundamental," and which can be changed by the Board of Trustees without
shareholder approval.
|_| The Fund can invest all of its assets in the securities of a single
open-end management investment company for which the Manager, one of its
subsidiaries or a successor is the investment advisor or sub-advisor. That
fund must have substantially the same fundamental investment objective,
policies and limitations as the Fund.
For purposes of the Fund's policy not to concentrate its investments as
described above, the Fund has adopted the industry
classifications set forth in Appendix A to this Statement of
Additional Information. That is not a fundamental policy.
How the Fund Is Managed
Organization and History. The Fund is an open-end, diversified management
investment company with an unlimited number of authorized shares of
beneficial interest. The Fund was organized as a Massachusetts business trust
in May 1999.
The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager and
Sub-Advisor. Although the Fund will not normally hold annual meetings of its
shareholders, it may hold shareholder meetings from time to time on important
matters, and shareholders have the right to call a meeting to remove a
Trustee or to take other action described in the Fund's Declaration of Trust.
|_| Classes of Shares. 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 five classes of
shares: Class A, Class B, Class C, Class N and Class Y. All classes invest in
the same investment portfolio. Each class of shares:
o has its own dividends and distributions,
o pays certain expenses which may be different for the different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which interests of one
class are different from interests of another class, and
o votes as a class on matters that affect that class alone.
Shares are freely transferable, and each share of
each class has one vote at shareholder meetings, with fractional shares
voting proportionally on matters submitted to the vote of shareholders.
Each share of the Fund represents an interest in the Fund proportionately
equal to the interest of each other share of the same class.
The Trustees are authorized to create new series and classes of shares.
The Trustees may reclassify unissued shares of the Fund into additional
series or classes of shares. The Trustees also may divide or combine the
shares of a class into a greater or lesser number of shares without changing
the proportionate beneficial interest of a shareholder in the Fund. Shares do
not have cumulative voting rights or preemptive or subscription rights.
Shares may be voted in person or by proxy at shareholder meetings.
|_| Meetings of Shareholders. 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. It will also do so
when a shareholder meeting is called by the Trustees or upon proper request
of the shareholders.
Shareholders have the right, upon the declaration in writing or vote of
two-thirds of the outstanding shares of the Fund, to remove a Trustee. The
Trustees will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the record holders of 10% of its
outstanding shares. If the Trustees receive a request from at least 10
shareholders 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. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Fund valued at $25,000 or more or
constituting at least 1% of the Fund's outstanding shares, whichever is less.
The Trustees may also take other action as permitted by the Investment
Company Act.
|_| Shareholder and Trustee Liability. The Fund's Declaration of
Trust contains an express disclaimer of shareholder or Trustee liability for
the Fund's obligations. It also provides for indemnification and
reimbursement of expenses out of the Fund's property for any shareholder held
personally liable for its obligations. The Declaration of Trust also states
that upon request, the Fund shall assume the defense of any claim made
against a shareholder for any act or obligation of the Fund and shall satisfy
any judgment on that claim. Massachusetts law permits a shareholder of a
business trust (such as the Fund) to be held personally liable as a "partner"
under certain circumstances. However, the risk that a Fund shareholder will
incur financial loss from being held liable as a "partner" of the Fund is
limited to the relatively remote circumstances in which the Fund would be
unable to meet its obligations.
The Fund's contractual arrangements state that any person doing
business with the Fund (and each shareholder of the Fund) agrees under its
Declaration of Trust to look solely to the assets of the Fund for
satisfaction of any claim or demand that may arise out of any dealings with
the Fund. Additionally, 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 listed below. Trustees denoted with an asterisk (*) below
are deemed to be "interested persons" of the Fund under the Investment
Company Act. All of the Trustees are trustees or directors of the following
New York-based Oppenheimer funds:2
Oppenheimer California Municipal Fund Oppenheimer International Small Company
Fund Oppenheimer Capital Appreciation Fund Oppenheimer Large Cap Growth Fund
Oppenheimer Capital Preservation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Multi-Sector Income Trust Oppenheimer
Emerging Growth Fund Oppenheimer Multi-State Municipal Trust Oppenheimer
Emerging Technologies Fund Oppenheimer Municipal Bond Fund Oppenheimer
Enterprise Fund Oppenheimer New York Municipal Fund Oppenheimer Europe Fund
Oppenheimer Series Fund, Inc. Oppenheimer Global Fund Oppenheimer U.S.
Government Trust Oppenheimer Global Growth & Income Fund Oppenheimer Trinity
Core Fund Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Growth
Fund Oppenheimer Growth Fund Oppenheimer Trinity Value Fund Oppenheimer
International Growth Fund Oppenheimer World Bond Fund
Ms. Macaskill and Messrs. Spiro, Donohue, Wixted,
Zack, Bishop and Farrar respectively hold the same offices with the other
New York-based Oppenheimer funds as with the Fund.
Leon Levy, Chairman of the Board of Trustees, Age: 75.
280 Park Avenue, New York, NY 10017
General Partner of Odyssey Partners, L.P. (investment partnership) (since
1982) and Chairman of Avatar Holdings, Inc. (real estate development).
Donald W. Spiro, Vice Chairman of the Board of Trustees, Age: 75.
399 Ski Trail, Smoke Rise, New Jersey 07405
Formerly he held the following positions: Chairman Emeritus (August 1991 -
August 1999), Chairman (November 1987 - January 1991) and a director (January
1969 - August 1999) of the Manager; President and Director of
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager and the
Fund's Distributor (July 1978 - January 1992).
Bridget A. Macaskill*, President and Trustee; Age: 52.
Two World Trade Center, New York, New York 10048-0203
Chairman (since August 2000), Chief Executive Officer (since September 1995)
and a director (since December 1994) of the Manager; President (since
September 1995) and a director (since October 1990) of Oppenheimer
Acquisition Corp., the Manager's parent holding company; President, Chief
Executive Officer and a director (since March 2000) of OFI Private
Investments, Inc., an investment adviser subsidiary of the Manager; Chairman
and a director of Shareholder Services, Inc. (since August 1994) and
Shareholder Financial Services, Inc. (since September 1995), transfer agent
subsidiaries of the Manager; President (since September 1995) and a director
(since November 1989) of Oppenheimer Partnership Holdings, Inc., a holding
company subsidiary of the Manager; President and a director (since October
1997) of OppenheimerFunds International Ltd., an offshore fund management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; a director
of HarbourView Asset Management Corporation (since July 1991) and of
Oppenheimer Real Asset Management, Inc. (since July 1996), investment adviser
subsidiaries of the Manager; a director (since April 2000) of
OppenheimerFunds Legacy Program, a charitable trust program established by
the Manager; a director of Prudential Corporation plc (a U.K. financial
service company); President and a trustee of other Oppenheimer funds;
formerly President of the Manager (June 1991 - August 2000).
Robert G. Galli, Trustee, Age: 67.
19750 Beach Road, Jupiter, FL 33469
A Trustee or Director of other Oppenheimer funds. Formerly he held the
following positions: Vice Chairman (October 1995 - December 1997) and
Executive Vice President (December 1977 - October 1995) of the Manager;
Executive Vice President and a director (April 1986 - October 1995) of
HarbourView Asset Management Corporation.
Phillip A. Griffiths, Trustee, Age: 62.
97 Olden Lane, Princeton, N. J. 08540
The Director of the Institute for Advanced Study, Princeton, N.J. (since
1991) and a member of the National Academy of Sciences (since 1979); formerly
(in descending chronological order) a director of Bankers Trust Corporation,
Provost and Professor of Mathematics at Duke University, a director of
Research Triangle Institute, Raleigh, N.C., and a Professor of Mathematics at
Harvard University.
Benjamin Lipstein, Trustee, Age: 77.
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
Elizabeth B. Moynihan, Trustee, Age: 71.
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institute), Executive Committee of Board of Trustees of the
National Building Museum; a member of the Trustees Council, Preservation
League of New York State.
Kenneth A. Randall, Trustee, Age: 73.
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), and 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: 70.
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 director of
RBAsset (real estate manager); a director of OffitBank; Trustee, Financial
Accounting Foundation (FASB and GASB); President, Baruch College of the City
University of New York; formerly New York State Comptroller and trustee, New
York State and Local Retirement Fund.
Russell S. Reynolds, Jr., Trustee, Age: 69.
8 Sound Shore Drive, Greenwich, Connecticut 06830
Chairman of The Directorship Search Group, Inc. (corporate governance
consulting and executive recruiting); a director of Professional Staff
Limited (a U.K. temporary staffing company); a life trustee of International
House (non-profit educational organization), and a trustee of the Greenwich
Historical Society.
Clayton K. Yeutter, Trustee, Age: 69.
10475 E. Laurel Lane, Scottsdale, Arizona 85259
Of Counsel, Hogan & Hartson (a Washington, D.C. law firm). Other
directorships: Allied Zurich Pl.c; ConAgra, Inc.; FMC Corporation; Farmers
Group Inc.; Oppenheimer Funds; Texas Instruments Incorporated; Weyerhaeuser
Co. and Zurich Allied AG.
Andrew J. Donohue, Secretary; Age: 50.
Two World Trade Center, New York, New York 10048-0203
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 OppenheimerFunds Distributor, Inc.; Executive Vice
President, General Counsel and a director (since September 1995) of
HarbourView Asset Management Corporation, Shareholder Services, Inc.,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000), and of PIMCO Trust
Company (since May 2000); President and a director of Centennial Asset
Management Corporation (since September 1995) and of Oppenheimer Real Asset
Management, Inc. (since July 1996); Vice President and a director (since
September 1997) of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; a director (since April 2000) of OppenheimerFunds
Legacy Program; General Counsel (since May 1996) and Secretary (since April
1997) of Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer and Principal Financial and Accounting Officer,
Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
PIMCO Trust Company; Assistant Treasurer (since March 1999) of Oppenheimer
Acquisition Corp. and of Centennial Asset Management Corporation; an officer
of other Oppenheimer funds; formerly Principal and Chief Operating Officer,
Bankers Trust Company - Mutual Fund Services Division (March 1995 - March
1999); Vice President and Chief Financial Officer of CS First Boston
Investment Management Corp. (September 1991 - March 1995).
Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager; Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer, Age: 42.
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 of the Manager.
Scott T. Farrar, Assistant Treasurer, Age: 35.
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 of the Manager.
|X| Remuneration of Trustees. The officers of the Fund and certain
Trustees of the Fund (Ms. Macaskill) who are affiliated with the Manager
receive no salary or fee from the Fund. The remaining Trustees of the Fund
received the compensation shown below from the Fund with respect to the
Fund's first fiscal year ended July 31, 2000. The compensation from all of
the New York-based Oppenheimer funds (including the Fund) represented
compensation received as a director, trustee or member of a committee of the
boards of those funds during the calendar year 1999.
<PAGE>
--------------------------------------------------------------------------------
Retirement Total Compensation
Benefits from all
Trustee's Name Aggregate Accrued as Part New York based
------------------------ Compensation of Fund Oppenheimer
and Other Positions from Fund1 Expenses Funds (29 Funds)2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leon Levy $22 $0 $166,700
Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donald Spiro $5 $0 $10,250
Vice Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Galli $12 $0 $177,715
Study Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip A. Griffiths $5 $0 $5,125
Trustee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin Lipstein
Study Committee
Chairman, $20 $0 $144,100
Audit Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth B. Moynihan $14 $0 $101,500
Study Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kenneth A. Randall $13 $0 $93,100
Audit Committee Member
--------------------------------------------------------------------------------
------------------------------------------------------------------------------
Proxy Committee
Chairman, Audit $13 $0 $92,100
Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Russell S. Reynolds, Jr. $10 $0 $68,900
Proxy Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Clayton K. Yeutter $8 $0 $51,675
Proxy Committee Member
--------------------------------------------------------------------------------
1. Aggregate compensation includes fees, deferred compensation, if any, and
retirement plan benefits accrued for a trustee. Effective January 1, 2000,
Pauline Trigere resigned as a trustee of the Fund.
2. For the 1999 calendar year.
3. Calendar year 1999 figures include compensation from the Oppenheimer New
York, Quest and Rochester funds.
4. Includes $5 deferred under Deferred Compensation Plan described below.
5. Includes $2 deferred under Deferred Compensation Plan described below.
|X| Retirement Plan for Trustees. The Fund has
adopted a retirement plan that provides for payments to retired Trustees.
Payments are up to 80% of the average compensation paid during a
Trustee's five years of service in which the highest compensation was
received. A Trustee must serve as trustee for any of the New York-based
Oppenheimer funds for at least 15 years to be eligible for the maximum
payment. Each Trustee's retirement benefits will depend on the amount of
the Trustee's future compensation and length of service. Therefore the
amount of those benefits cannot be determined at this time, nor can we
estimate the number of years of credited service that will be used to
determine those benefits.
|X| Deferred Compensation Plan for Trustees. 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 or net income per share. The plan will not
obligate the Fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to 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 of December 21, 2000, the only persons who owned
of record or who were known by the Fund to own beneficially 5% or more of the
Fund's outstanding Class A, Class B, Class C, Class N and Class Y shares were:
OppenheimerFunds, Inc., c/o VP Financial Analysis, 6803 S. Tucson Way,
Englewood, Colorado 80112-3942, which owned 210,000.000 Class A shares,
representing 44.31% of the Class A shares then outstanding, Blake D. Gall, 131
Blackberry Ln., Boalsburg, PA 16827-1062, who owned 23,729.780 Class A shares,
representing 5.00% of the Class A shares then outstanding, NFSC FEBO
#EBP-392219, NFSCFMTC IRA Rollover, FBO George M. Luning, 560 Jacobs Drive,
Williamstown, KY 41097 who owned 14,610.506 Class C shares, representing 8.22%
of the Class C shares then outstanding, NFSC FEBO #BMA-862843, William H.
Martin, FMT CO TTEE NFRP MP, U/A 01/01/1982, 265 Brush Valley Rd., Boalsburg, PA
16827, who owned 10,070.493 Class C shares, representing 5.67% of the Class C
shares then outstanding, and OppenheimerFunds, Inc., c/o VP Financial Analysis,
6803 S. Tucson Way, Englewood, CO 80112-39245 which owned 100,000 Class Y
shares, representing 100.00% of the Class Y shares then outstanding.
The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company.
|X| Code of Ethics. The Fund, the Manager and the Distributor have a
Code of Ethics. It is designed to detect and prevent improper personal
trading by certain employees, including portfolio managers, that would
compete with or take advantage of the Fund's portfolio transactions. Covered
persons include persons with knowledge of the investments and investment
intentions of the Fund and other funds advised by the Manager. The Code of
Ethics does permit personnel subject to the Code to invest in securities,
including securities that may be purchased or held by the Fund, subject to a
number of restrictions and controls. Compliance with the Code of Ethics is
carefully monitored and enforced by the Manager.
The Code of Ethics is an exhibit to the Fund's registration statement
filed with the Securities and Exchange Commission and can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by
calling the SEC at 1-202-942-8090. The Code of Ethics can also be viewed as
part of the Fund's registration statement on the SEC's EDGAR database at the
SEC's Internet web site at http://www.sec.gov. Copies may be obtained, after
paying a duplicating fee, by electronic request at the following E-mail
address: [email protected]., or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.
|_| The Investment Advisory Agreement. The Manager provides
investment advisory and management services to the Fund under an investment
advisory agreement between the Manager and the Fund. The Manager handles the
Fund's day-to-day business, and the agreement permits the Manager to enter
into sub-advisory agreements with other registered investment advisors to
obtain specialized services for the Fund, as long as the Fund is not
obligated to pay any additional fees for those services. The Manager has
retained the Sub-Advisor pursuant to a separate Sub-Advisory Agreement,
described below, under which the Sub-Advisor buys and sells portfolio
securities for the Fund. The members of the portfolio management team of the
Fund are employed by the Sub-Advisor and are the persons principally
responsible for the day-to-day management of the Fund's portfolio, as
described below.
Under the investment advisory agreement, the Fund pays the Manager an
annual fee in monthly installments, based on the average daily net assets of
the Fund. That fee is described in the prospectus.
The investment advisory agreement between the Fund and the Manager
requires the Manager, at its expense, to provide the Fund with adequate
office space, facilities and equipment. It also requires the Manager to
provide and supervise the activities of all administrative and clerical
personnel required to provide effective administration for the Fund. Those
responsibilities include the compilation and maintenance of records with
respect to its operations, the preparation and filing of specified reports,
and composition of proxy materials and registration statements for continuous
public sale of shares of the Fund.
The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The investment advisory agreement lists examples of
expenses paid by the Fund. The major categories relate to calculation of the
Fund's net asset values per share, interest, taxes, brokerage commissions,
fees to certain Trustees, legal and audit expenses, custodian and transfer
agent expenses, share issuance costs, certain printing and registration costs
and non-recurring expenses, including litigation costs. The management fees
paid by the Fund to the Manager are calculated at the rate described above,
which is applied to the assets of the Fund as a whole. The fees are allocated
to each class of shares based upon the relative proportion of the Fund's net
assets represented by that class.
---------------------------------------------------------
Management Fees Paid to
Period Ended: OppenheimerFunds, Inc.
---------------------------------------------------------
---------------------------------------------------------
7/31/001 $22,550
---------------------------------------------------------
1. For the period from 9/1/99 (commencement of operations).
The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains
for any investment, adoption of any investment policy, or the purchase, sale
or retention of any security.
The agreement permits the Manager to act as investment advisor for any
other person, firm or corporation and to use the names "Oppenheimer" and
"Trinity" in connection with other investment companies for which it may act
as investment advisor or general distributor. If the Manager shall no longer
act as investment advisor to the Fund, the Manager may withdraw the right of
the Fund to use the names "Oppenheimer" or "Trinity" as part of its name.
The Sub-Advisor. The Sub-Advisor is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp., a holding company controlled by Massachusetts Mutual Life
Insurance Company. The Manager and the Sub-Advisor are affiliates.
|_| The Sub-Advisory Agreement. Under the Sub-Advisory Agreement
between the Manager and the Sub-Advisor, the Sub-Advisor shall regularly
provide investment advice with respect to the Fund and invest and reinvest
cash, securities and the property comprising the assets of the Fund. Under
the Sub-Advisory Agreement, the Sub-Advisor agrees not to change the
portfolio management team of the Fund without the written approval of the
Manager. The Sub-Advisor also agrees to provide assistance in the
distribution and marketing of the Fund.
Under the Sub-Advisory Agreement, the Manager pays the Sub-Advisor an
annual fee in monthly installments, based on the average daily net assets of
the Fund. The fee paid to the Sub-Advisor under the Sub-Advisory Agreement is
paid by the Manager, not by the Fund. The fee declines on additional assets
as the Fund grows: 0.25% of the first $150 million of average annual net
assets of the Fund, 0.17% of the next $350 million, and 0.14% of average
annual net assets in excess of $500 million.
The Sub-Advisory Agreement states that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations, the Sub-Advisor shall not be liable to the Manager for any act
or omission in the course of or connected with rendering services under the
Sub-Advisory Agreement or for any losses that may be sustained in the
purchase, holding or sale of any security.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory Agreement and the
Sub-Advisory Agreement. One of the duties of the Sub-Advisor under the
Sub-Advisory Agreement is to arrange the portfolio transactions for the Fund.
The Fund's investment advisory agreement with the Manager and the
Sub-Advisory Agreement contain provisions relating to the employment of
broker-dealers to effect the Fund's portfolio transactions. The Manager and
the Sub-Advisor are authorized to employ broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company Act.
They may employ broker-dealers that, in their best judgment based on all
relevant factors, will implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" of the Fund's portfolio
transactions. Among other things, "best execution" means prompt and reliable
execution at the most favorable price obtainable.
The Manager and the Sub-Advisor need not seek competitive commission
bidding. However, they are expected to be aware of the current rates of
eligible brokers and to minimize the commissions paid to the extent
consistent with the interests and policies of the Fund as established by its
Board of Trustees.
The Manager and the Sub-Advisor may select brokers (other than
affiliates) that provide brokerage and/or research services for the Fund
and/or the other accounts over which the Manager, the Sub-Advisor or their
respective affiliates have investment discretion. The commissions paid to
such brokers may be higher than another qualified broker would charge, if the
Manager or Sub-Advisor, as applicable, makes a good faith determination that
the commission is fair and reasonable in relation to the services provided.
Subject to those considerations, as a factor in selecting brokers for the
Fund's portfolio transactions, the Manager and the Sub-Advisor may also
consider sales of shares of the Fund and other investment companies for which
the Manager or an affiliate serves as investment advisor.
The Sub-Advisory Agreement permits the Sub-Advisor to enter into
"soft-dollar" arrangements through the agency of third parties to obtain
services for the Fund. Pursuant to these arrangements, the Sub-Advisor will
undertake to place brokerage business with broker-dealers who pay third
parties that provide services. Any such "soft-dollar" arrangements will be
made in accordance with policies adopted by the Board of the Trust and in
compliance with applicable law.
Brokerage Practices Followed by the Manager. Brokerage for the Fund is
allocated subject to the provisions of the investment advisory agreement and
the Sub-Advisory agreement and the procedures and rules described above.
Generally, the Sub-Advisor's portfolio traders allocate brokerage based upon
recommendations from the Fund's portfolio management team. In certain
instances, the team may directly place trades and allocate brokerage. In
either case, the Sub-Advisor's executive officers supervise the allocation of
brokerage.
Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers. In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets. Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions in the secondary market. Otherwise brokerage commissions
are paid only if it appears likely that a better price or execution can be
obtained by doing so.
The Sub-Advisor serves as investment manager to a number of
clients, including other investment companies, and may in the future act
as investment manager or advisor to others. It is the practice of the
Sub-Advisor to allocate purchase or sale transactions among the Fund and
other clients whose assets it manages in a manner it deems equitable. In
making those allocations, the Sub-Advisor considers several main factors,
including the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability
of cash for investment, the size of investment commitments generally held
and the opinions of the persons responsible for managing the portfolios
of the Fund and other client's accounts.
When orders to purchase or sell the same security on identical
terms are placed by more than one of the funds and/or other advisory
accounts managed by the Sub-Advisor or its affiliates, the transactions
are generally executed as received, although a fund or advisory account
that does not direct trades to a specific broker (these are called "free
trades") usually will have its order executed first. Orders placed by
accounts that direct trades to a specific broker will generally be
executed after the free trades. All orders placed on behalf of the Fund
are considered free trades. However, having an order placed first in the
market does not necessarily guarantee the most favorable price. Purchases
are combined where possible for the purpose of negotiating brokerage
commissions. In some cases that practice might have a detrimental effect
on the price or volume of the security in a particular transaction for
the Fund.
Purchases of portfolio securities from underwriters include a
commission or concession paid by the issuer to the underwriter. Purchases
from dealers include a spread between the bid and asked prices. The Fund
seeks to obtain prompt execution of these orders at the most favorable net
price.
The investment advisory agreement and the Sub-Advisory agreement permit
the Manager and the Sub-Advisor to allocate brokerage for research services.
The research services provided by a particular broker may be useful only to
one or more of the advisory accounts of the Sub-Advisor and its affiliates.
The investment research received for the commissions of those other accounts
may be useful both to the Fund and one or more of the Sub-Advisor's other
accounts. Investment research may be supplied to the Sub-Advisor by a third
party at the instance of a broker through which trades are placed.
Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If a research
service also assists the Sub-Advisor in a non-research capacity (such as
bookkeeping or other administrative functions), then only the percentage or
component that provides assistance to the Sub-Advisor in the investment
decision-making process may be paid in commission dollars.
The research services provided by brokers broadens the scope and
supplements the research activities of the Sub-Advisor. That research
provides additional views and comparisons for consideration, and helps the
Sub-Advisor to obtain market information for the valuation of securities that
are either held in the Fund's portfolio or are being considered for purchase.
The Sub-Advisor provides information to the Manager and the Board about the
concessions paid to brokers furnishing such services, together with the
Sub-Advisor's representation that the amount of such concessions was
reasonably related to the value or benefit of such services.
---------------------------------------------------------------------
Period Ended 7/31: Total Brokerage Concessions Paid by the
Fund2
---------------------------------------------------------------------
---------------------------------------------------------------------
20001 $12,3073
---------------------------------------------------------------------
1. For the period from 9/1/99 (commencement of operations).
2. Amounts do not include spreads or concessions on principal
transactions on a net trade basis.
3. In the period ended 7/31/00, the amount of transactions
directed to brokers for research services was $445,816 and the
amount of the concessions paid to broker-dealers for those
services was $611.
Distribution and Service Plans
The Distributor. Under its General Distributor's Agreement with the Fund, the
Distributor acts as the Fund's principal underwriter in the continuous public
offering of shares of the Fund's Class A, Class B, Class C, Class N and Class
Y shares. The Distributor is not obligated to sell a specific number of
shares. Expenses normally attributable to sales are borne by the Distributor.
Class N shares were not publicly offered during the periods shown below.
The compensation paid to (or retained by) the Distributor from the sale
of shares or on the redemption of shares during the Fund's three most recent
fiscal years is shown in the table below.
<PAGE>
-------------------------------------------------------------------------------
Period Aggregate Class A Concessions Concessions Concessions
Front-End Front-
Sales End Sales on Class A on Class B on Class C
Charges Charges Shares Shares Shares
Ended on Class A Retained by Advanced by Advanced by Advanced by
7/31: Shares Distributor* Distributor Distributor Distributor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2000 $10,091 $2,654 $1,281 $18,872 $6,991
-------------------------------------------------------------------------------
*Includes amounts retained by a broker-dealer that is an affiliate or a
parent of the Distributor.
<PAGE>
-------------------------------------------------------------------------------
Period Class A Class B Class C
Contingent Deferred Contingent Deferred Contingent Deferred
Sales Charges Sales Charges Sales
Ended Retained Retained Charges Retained by
7/31 by Distributor by Distributor Distributor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2000 $0 $1,041 $208
-------------------------------------------------------------------------------
For additional information about distribution of the Fund's shares,
including fees and expenses, please refer to "Distribution and Service
Plans," below.
Distribution and Service Plans. The Fund has adopted a Service Plan for Class
A shares and Distribution and Service Plans for Class B, Class C and Class N
shares under Rule 12b-1 of the Investment Company Act. Under those plans the
Fund pays the Distributor for all or a portion of its costs incurred in
connection with the distribution and/or servicing of the shares of the
particular class.
Each plan has been approved by a vote of the Board of Trustees,
including a majority of the Independent Trustees3, cast in person at a
meeting called for the purpose of voting on that plan. The shareholder vote
for the Service Plan for Class A shares and the Distribution and Service
Plans for Class B and Class C shares was cast by the Manager as the sole
initial holder of Class A, Class B and Class C shares of the Fund.
Under the plans, the Manager and the Distributor may make payments to
affiliates, in their sole discretion, from time to time, and may use their
own resources to make payments to brokers, dealers or other financial
institutions for distribution and administrative services they perform, at no
cost to the Fund to make those perform.payments. The Manager may use its
profits from the advisory fee it receives from the Fund. In their sole
discretion, the Distributor and the Manager may increase or decrease the
amount of payments they make from their own resources to plan recipients.
Unless a plan is terminated as described below, the plan continues in
effect from year to year but only if the Fund's Board of Trustees and its
Independent Trustees specifically vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting called for the purpose
of voting on continuing the plan. A 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.
The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be approved by shareholders of the
class affected by the amendment. Because Class B shares of the Fund
automatically convert into Class A shares, the Fund must obtain the approval
of both Class A and Class B shareholders for a proposed material amendment to
the Class A Plan that would materially increase payments under the Plan. That
approval must be by a "majority" (as defined in the Investment Company Act)
of the shares of each class, voting separately by class.
While the Plans are in effect, the Treasurer of the Fund shall provide
separate written reports on the plans to the Board of Trustees at least
quarterly for its review. The Reports shall detail the amount of all payments
made under a plan and the purpose for which the payments were made. Those
reports are subject to the review and approval of the Independent Trustees.
Each Plan states 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 the selection and nomination
process as long as the final decision as to selection or nomination is
approved by a majority of the Independent Trustees.
Under the plans for a class, no payment will be made to any recipient
in any quarter in which the aggregate net asset value of all Fund shares of
that class held by the recipient for itself and its customers does not exceed
a minimum amount, if any, that may be set from time to time by a majority of
the Independent Trustees. The Board of Trustees has set no minimum amount of
assets to qualify for payments under the plans.
|_| Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares. The services 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. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of
Class A shares. While the plan permits the Board to authorize payments to the
Distributor to reimburse itself for services under the plan, the Board has
not yet done so. The Distributor makes payments to plan recipients quarterly
at an annual rate not to exceed 0.25% of the average annual net assets
consisting of Class A shares held in the accounts of the recipients or their
customers.
Any unreimbursed expenses the Distributor incurs with respect to Class
A shares in any fiscal year cannot be recovered in subsequent years. The
Distributor may not use payments received under the Class A Plan to pay any
of its interest expenses, carrying charges, or other financial costs, or
allocation of overhead.
|_| Class B, Class C and Class N Service and Distribution Plan Fees.
Under each plan, service fees and distribution 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 Class B,
Class C and Class N 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 under the plan during the period for which
the fee is paid. The types of services that recipients provide in return for
service fees are similar to the services provided under the Class A service
plan, described above.
The Class B, Class C and Class N Plans permit the Distributor to retain
both the asset-based sales charges and the service fees or to pay recipients
the service fee on a quarterly basis, without payment in advance. However,
the Distributor currently intends to pay the service fee to recipients in
advance for the first year after the shares are purchased. After the first
year shares are outstanding, the Distributor makes service fee payments
quarterly on those shares. The advance payment is based on the net asset
value of shares sold. Shares purchased by exchange do not qualify for the
advance service fee payment. If Class B, Class C or Class N shares are
redeemed during the first year after their purchase, the recipient of the
service fees on those shares will be obligated to repay the Distributor a pro
rata portion of the advance payment of the service fee made on those shares.
In cases where the Distributor is the broker of record for Class B and Class
C shares, i.e. shareholder without the services of a broker directly invests
in the Fund, the Distributor will retain asset-based sales charge and service
fee for Class B and Class C shares.
The asset-based sales charge and service fees increase Class B and
Class C expenses by 1.00% and the asset-based sales charge and service fees
increases Class N expenses by 0.50% of the net assets per year of the
respective class.
The Distributor retains the asset-based sales charge on Class B
and Class N shares. The Distributor retains the asset-based sales charge
on Class C shares during the first year the shares are outstanding. It
pays the asset-based sales charge as an ongoing concession to the
recipient on Class C shares outstanding for a year or more. If a dealer
has a special agreement with the Distributor, the Distributor will pay
the Class B, Class C or Class N service fee and the asset-based sales
charge to the dealer quarterly in lieu of paying the sales concessions
and service fee in advance at the time of purchase.
The asset-based sales charges on Class B, Class C and Class N shares
allow investors to buy 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, Class C and Class N shares. The payments are made to
the Distributor in recognition that the Distributor:
o pays sales concessions to authorized brokers and dealers at the time of
sale and pays service fees as described above,
o may finance payment of sales concessions and/or the advance of the
service fee payment to recipients under the plans, or may provide
such financing from its own resources or from the resources of an
affiliate,
o employs personnel to support distribution of Class B, Class C and Class
N shares, and
o bears the 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.
The Distributor's actual expenses in selling Class B, Class C and Class
N shares may be more than the payments it receives from the contingent
deferred sales charges collected on redeemed shares and from the Fund under
the plans. If the Class B, Class C or Class N 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 distributing shares before
the plan was terminated. The plans allow for the carry-forward of
distribution expenses, to be recovered from asset-based sales charges in
subsequent fiscal periods.
------------------------------------------------------------------------------
Distribution Fees Paid to the Distributor for the Period Ended 7/31/00*
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class: Total Amount Distributor's Distributor's
Aggregate Unreimbursed
Unreimbursed Expenses as %
Payments Retained by Expenses of Net Assets
Under Plan Distributor Under Plan of Class
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class B Plan $2,132 $1,988 $17,104 2.66%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class C Plan $2,359 $2,198 $9,503 1.12%
------------------------------------------------------------------------------
*Class N shares were not offered for sale during the Fund's fiscal year ended
7/31/00.
All payments under the Class B and the Class C plans are subject to the
limitations imposed by the Conduct Rules of the National Association of
Securities Dealers, Inc. on payments of asset-based sales charges and service
fees.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. You can obtain current
performance information by calling the Fund's Transfer Agent at
1-800-525-7048 or by visiting the OppenheimerFunds Internet web site at
http://www.oppenheimerfunds.com.
The Fund's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. In general, any advertisement by the Fund of its performance data
must include the average annual total returns for the advertised class of
shares of the Fund. Those returns must be shown for the 1-, 5- and 10-year
periods (or the life of the class, if less) ending as of the most recently
ended calendar quarter prior to the publication of the advertisement (or its
submission for publication).
Use of standardized performance calculations 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 the
Fund's performance information as a basis for comparison with other
investments:
|_| Total 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. Your account's performance will vary
from the model performance data if your dividends are received in
cash, or you buy or sell shares during the period, or you bought
your shares at a different time and price than the shares used in
the model.
|_| An investment in the Fund is not insured by the FDIC or any other
government agency.
|_| The Fund's performance returns do not reflect the effect of taxes on
dividends and capital gains distributions.
|_| The principal value of the Fund's shares and total returns are not
guaranteed and normally will fluctuate on a daily basis.
|_| When an investor's shares are redeemed, they may be worth more or less
than their original cost.
|_| Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.
The performance of each class of shares is shown separately, because
the performance of each class of shares will usually be different. That is
because of the different kinds of expenses each class bears. The total
returns of each class of shares of the Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of debt
investments, the types of investments the Fund holds, and its operating
expenses that are allocated to the particular class.
|X| Total Return Information. There are different types of "total
returns" 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 and that the investment is redeemed at the end of the
period. Because of differences in expenses for each class of shares, the
total returns for each class are separately measured. 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 actual
year-by-year performance. The Fund uses standardized calculations for its
total returns as prescribed by the SEC. The methodology is discussed below.
In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering price) is
deducted from the initial investment ("P") (unless the return is shown
without sales charge, as described below). For Class B shares, payment of
the applicable contingent deferred sales charge is applied, depending on
the period for which the return is shown: 5.0% in the first year, 4.0% in
the second year, 3.0% in the third and fourth years, 2.0% in the fifth
year, 1.0% in the sixth year and none thereafter. For Class C shares, the
1% contingent deferred sales charge is deducted for returns for the
1-year period. There is no sales charge on Class Y shares.
|_| Average Annual Total Return. 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" in the formula) to achieve an
Ending Redeemable Value ("ERV" in the formula) of that investment, according
to the following formula:
------------------------------------------------------------------------------
[OBJECT OMITTED]
------------------------------------------------------------------------------
|_| Cumulative Total Return. 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:
------------------------------------------------------------------------------
[OBJECT OMITTED]
------------------------------------------------------------------------------
|_| Total Returns at Net Asset Value. From time to time the
Fund may also quote a cumulative or an average annual total return "at net
asset value" (without deducting sales charges) for Class A, Class B, Class C
or Class N 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.
-------------------------------------------------------------------------------
The Fund's Total Returns for the Periods Ended 7/31/00*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cumulative Average Annual Total Returns
Class of Total Returns
Shares (10 years or
Life of Class)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1-Year 5-Year or Life 10-Year or Life
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
After Without After Without After Without After Without
Sales Sales Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge Charge Charge
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class A -9.99%1 -4.50%1 N/A N/A N/A N/A N/A
N/A
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class B -9.90%1 -5.18%1 N/A N/A N/A N/A N/A
N/A
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class C -5.23%1 -4.27%1 N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------
Class Y -4.33%1 -4.33%1 N/A N/A N/A N/A N/A
N/A
-------------------------------------------------------------------------------
1. Inception of Class A, Class B, Class C and Class Y: 9/01/99
*Class N shares were not offered for sale during the periods shown.
Other Performance Comparisons. The Fund compares its performance annually to
that of an appropriate broadly-based market index in its Annual Report to
shareholders. You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this
Statement of Additional Information. The Fund may also compare its
performance to that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking entities. Examples of
these performance comparisons are set forth below.
|_| Lipper Rankings. From time to time the Fund may publish the
ranking of the performance of its classes of shares by Lipper Analytical
Services, Inc. Lipper is 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. Lipper
currently ranks the Fund's performance against all other growth funds. The
Lipper performance rankings are based on total returns that include the
reinvestment of capital gain distributions and income dividends but do not
take sales charges or taxes into consideration. Lipper also publishes
"peer-group" indices of the performance of all mutual funds in a category
that it monitors and averages of the performance of the funds in particular
categories.
|_| Morningstar Ratings and Rankings. From time to time the Fund may
publish the ranking and/or star rating of the performance of its classes of
shares by Morningstar, Inc., an independent mutual fund monitoring service.
Morningstar rates and ranks mutual funds in broad investment categories:
domestic stock funds, international stock funds, taxable bond funds and
municipal bond funds. The Fund is included in the domestic stock funds
category.
Morningstar proprietary star ratings reflect historical risk-adjusted
total investment return. 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 is
measured by a fund's (or class's) performance below 90-day U.S. Treasury bill
returns. Risk and investment return are combined to produce star ratings
reflecting performance relative to the other funds in the fund's category.
Five stars is the "highest" ranking (top 10% of funds in a category), 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 rating is the fund's (or class's) overall rating,
which is the fund's 3-year rating or its combined 3- and 5-year ranking
(weighted 60%/40% respectively), or its combined 3-, 5-, and 10-year rating
(weighted 40%/30%/30%, respectively), depending on the inception date of the
fund (or class). Ratings are subject to change monthly.
The Fund may also compare its total return ranking to that of other
funds in its Morningstar category, in addition to its star rating. Those
total return rankings are percentages from one percent to one hundred percent
and are not risk-adjusted. For example, if a fund is in the 94th percentile,
that means that 94% of the funds in the same category performed better than
it did.
|_| Performance Rankings and Comparisons by Other Entities and
Publications. From time to time the Fund may include in its advertisements
and sales literature performance information about the Fund cited in
newspapers and other periodicals such as The New York Times, The Wall Street
Journal, Barron's, or similar publications. That information may include
performance quotations from other sources, including Lipper and Morningstar.
The performance of the Fund's classes of shares may be compared in
publications to the performance of various market indices or other
investments, and averages, performance rankings or other benchmarks prepared
by recognized mutual fund statistical services.
Investors may also wish to compare the returns on the Fund's share
classes to the return on fixed-income investments available from banks and
thrift institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share price are not guaranteed or insured by
the FDIC or any other agency and will fluctuate daily, while bank depository
obligations may be insured by the FDIC and may provide fixed rates of return.
Repayment of principal and payment of interest on Treasury securities is
backed by the full faith and credit of the U.S. government.
From time to time, the Fund may publish rankings or ratings of the
Manager or Transfer Agent, and of the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of shareholder and
investor services by third parties may include comparisons of their services
to those provided by other mutual fund families selected by the rating or
ranking services. They may be based upon the opinions of the rating or
ranking service itself, using its research or judgment, or based upon surveys
of investors, brokers, shareholders or others.
ABOUT YOUR ACCOUNT
How to Buy Shares
Additional information is presented below about the methods that can be
used to buy shares of the Fund. Appendix B contains more information about
the special sales charge arrangements offered by the Fund, and the
circumstances in which sales charges may be reduced or waived for certain
classes of investors.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25. Shares will be purchased two regular business days
following the regular business day you instruct the Distributor to initiate
the Automated Clearing House ("ACH") transfer to buy the shares. That
instruction must be received prior to the close of The New York Stock
Exchange that day. Dividends will begin to accrue on shares purchased with
the proceeds of ACH transfers on the business day after the shares are
purchased. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. If the proceeds of the ACH
transfer are not received on a timely basis, the Distributor reserves the
right to cancel the purchase order. The Distributor and the Fund are not
responsible for any delays in purchasing shares resulting from delays in ACH
transmissions.
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
Appendix B to this Statement of Additional Information because the
Distributor or dealer or broker incurs little or no selling expenses.
|_| Right of Accumulation. To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can add
together:
|_| Class A and Class B shares you purchase for your individual
accounts, or for your joint accounts, or for trust or custodial
accounts on behalf of your children who are minors, and
|_| current purchases of Class A and Class B shares of the Fund
and other Oppenheimer funds to reduce the sales charge rate that
applies to current purchases of Class A shares, and
|_| Class A and Class B shares of Oppenheimer funds you
previously purchased subject to an initial or contingent deferred
sales charge to reduce the sales charge rate for current
purchases of Class A shares, provided that you still hold your
investment in one of the Oppenheimer funds.
A fiduciary can count all shares purchased for a trust, estate or other
fiduciary account (including one or more employee benefit plans of the same
employer) that has multiple accounts. The Distributor will add the value, at
current offering price, of the shares you previously purchased and currently
own to the value of current purchases to determine the sales charge rate that
applies. The reduced sales charge will apply only to current purchases. You
must request it when you buy shares.
|_| The Oppenheimer Funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the
sub-distributor and currently include the following:
Oppenheimer Bond Fund Oppenheimer Main Street Growth & Income
Fund
Oppenheimer California Municipal Fund Oppenheimer Main Street Opportunity Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Income Fund Oppenheimer MidCap Fund
Oppenheimer Capital Preservation Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Champion Income Fund Oppenheimer Municipal Bond Fund
Oppenheimer Convertible Securities Fund Oppenheimer New York Municipal Fund
Oppenheimer Developing Markets Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Disciplined Value Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund,
Oppenheimer Discovery Fund Inc.
Oppenheimer Quest Global Value Fund,
Oppenheimer Emerging Growth Fund Inc.
Oppenheimer Emerging Technologies Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Enterprise Fund Oppenheimer Quest Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Florida Municipal Fund Oppenheimer Real Asset Fund
Oppenheimer Global Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Strategic Income Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Growth Fund Oppenheimer Trinity Core Fund
Oppenheimer High Yield Fund Oppenheimer Trinity Growth Fund
Oppenheimer Intermediate Municipal Fund Oppenheimer Trinity Value Fund
Oppenheimer International Bond Fund Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund Oppenheimer World Bond Fund
Oppenheimer International Small Company
Fund Limited-Term New York Municipal Fund
Oppenheimer Large Cap Growth Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund
and the following money market funds:
Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
There is an initial sales charge on the purchase of Class A shares of
each of the Oppenheimer funds except the money market funds. Under certain
circumstances described in this Statement of Additional Information,
redemption proceeds of certain money market fund shares may be subject to a
contingent deferred sales charge.
|_| Letters of Intent. Under a Letter of Intent, if you purchase Class
A shares or Class A and Class B shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your
intended purchases of both Class A and Class B shares will determine the
reduced sales charge rate for the Class A shares purchased during that
period. You can include purchases made up to 90 days before the date of the
Letter.
A Letter of Intent is an investor's statement in writing to the
Distributor of the intention to purchase Class A shares or Class
A and Class B shares of the Fund (and other Oppenheimer funds)
during a 13-month period (the "Letter of Intent period"). At the
investor's request, this may 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
offering price (including the sales charge) that applies to a single lump-sum
purchase of shares in the amount intended to be purchased under the Letter.
In submitting a Letter, the investor makes no commitment to purchase
shares. However, 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. That amount is described in "Terms
of Escrow," below (those terms may be amended by the Distributor 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 a Letter of Intent. If those terms are amended, as they may be from time
to time by the Fund, the investor agrees to be bound by the amended terms and
that those amendments will apply automatically to existing Letters of Intent.
If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the concessions
previously paid to the dealer of record for the account and the amount of
sales charge retained by the Distributor will be adjusted to the rates
applicable to actual total purchases. If total eligible purchases during the
Letter of Intent period exceed the intended purchase amount and exceed the
amount needed to qualify for the next sales charge rate reduction set forth
in the Prospectus, the sales charges paid will be adjusted to the lower rate.
That adjustment will be made only if and when the dealer returns to the
Distributor the excess of the amount of concessions allowed or paid to the
dealer over the amount of concessions that apply to the actual amount of
purchases. The excess concessions 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.
The Transfer Agent will not hold shares in escrow for purchases of
shares of the Fund and other Oppenheimer funds by OppenheimerFunds prototype
401(k) plans under a Letter of Intent. If the intended purchase amount under
a Letter of Intent 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 concessions paid to the broker-dealer or financial
institution of record for accounts held in the name of that plan.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer of
record and/or the investor to advise the Distributor about the Letter in
placing any purchase orders for the investor during the Letter of Intent
period. All of such purchases must be made through the Distributor.
|_| Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value up to
5% of the intended purchase amount specified in the Letter shall be held in
escrow by the Transfer Agent. For example, if the intended purchase amount is
$50,000, the escrow shall be shares valued in the amount of $2,500 (computed
at the 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 purchase amount specified in the Letter, the
investor must remit to the Distributor an amount equal to the
difference between the dollar amount of sales charges actually
paid and the amount of sales charges which would have been paid
if the total amount purchased had been made at a single time.
That sales charge adjustment will apply to any shares redeemed
prior to the completion of the Letter. If the difference in sales
charges is not paid within twenty days after a request from the
Distributor or the dealer, the Distributor will, within sixty
days of the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales
charges. Full and fractional shares remaining after such
redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional
sales charge, the sales charge will be withheld from the
redemption proceeds.
4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for redemption
any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include:
(a) Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge,
(b) Class B shares of other Oppenheimer funds acquired subject to a
contingent deferred sales charge, and
(c) Class A or Class B shares acquired by exchange of either (1) 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 (2) Class B shares of one of the other Oppenheimer funds that
were acquired subject to a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be exchanged
for shares of another fund to which an exchange is requested, as described in
the section of the Prospectus entitled "How to Exchange Shares" and the
escrow will be transferred to that other fund.
Asset Builder Plans. To establish an Asset Builder Plan to buy shares
directly from a bank account, you must enclose a check (the minimum is $25)
for the initial purchase with your application. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the redemption
restrictions for recent purchases described in the Prospectus. Asset Builder
Plans are available only if your bank is an ACH member. Asset Builder Plans
may not be used to buy shares for OppenheimerFunds employer-sponsored
qualified retirement accounts. Asset Builder Plans also enable shareholders
of Oppenheimer Cash Reserves to use their fund account to make monthly
automatic purchases of shares of up to four other Oppenheimer funds.
If you make payments from your bank account to purchase shares of the Fund,
your bank account will be debited automatically. Normally, the debit will be
made two business days prior to the investment dates you selected on your
Application. Neither the Distributor, the Transfer Agent nor the Fund shall
be responsible for any delays in purchasing shares that result from delays in
ACH transmissions.
Before you establish Asset Builder payments, you should obtain a
prospectus of the selected fund(s) from your financial advisor (or the
Distributor) and request an application from the Distributor. Complete the
application and return it. You may change the amount of your Asset Builder
payment or you can terminate these automatic investments at any time by
writing to the Transfer Agent. The Transfer Agent requires a reasonable
period (approximately 10 days) after receipt of your instructions to
implement them. The Fund reserves the right to amend, suspend, or discontinue
offering Asset Builder plans at any time without prior notice.
Retirement Plans. Certain types of Retirement Plans are entitled to purchase
shares of the Fund without sales charge or at reduced sales charge rates, as
described in Appendix B to this Statement of Additional Information. Certain
special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner & Smith, Inc. or an independent record keeper
that has a contract or special arrangement with Merrill Lynch. If on the date
the plan sponsor signed the Merrill Lynch record keeping service agreement
the plan has less than $3 million in assets (other than assets invested in
money market funds) invested in applicable investments, then the retirement
plan may purchase only Class B shares of the Oppenheimer funds. Any
retirement plans in that category that currently invest in Class B shares of
the Fund will have their Class B shares converted to Class A shares of the
Fund when the Plan's applicable investments reach $5 million.
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.
Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund. However, each class has
different shareholder privileges and features. The net income attributable to
Class B, Class C or Class N shares and the dividends payable on Class B,
Class C or Class N shares will be reduced by incremental expenses borne
solely by that class. Those expenses include the asset-based sales charges to
which Class B and Class C are subject.
The availability of different classes of shares permits an investor to
choose the method of purchasing shares that is more appropriate for the
investor. That may depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant circumstances. Class
A shares normally are sold subject to an initial sales charge. While Class B,
Class C and Class N shares have no initial sales charge, the purpose of the
deferred sales charge and asset-based sales charge on Class B and Class C
shares is the same as that of the initial sales charge on Class A shares - to
compensate the Distributor and brokers, dealers and financial institutions
that sell shares of the Fund. A salesperson who is entitled to receive
compensation from his or her firm for selling Fund shares may receive
different levels of compensation for selling one class of shares than
another.
The Distributor will not accept any order in the amount of $500,000 or
more for Class B shares or $1 million or more for Class C shares on behalf of
a single investor (not including dealer "street name" or omnibus accounts).
That is because generally it will be more advantageous for that investor to
purchase Class A shares of the Fund.
|_| Class B Conversion. The conversion of Class B shares to Class A
shares is subject to the continuing availability of a private letter ruling
from the Internal Revenue Service, or an opinion of counsel or tax adviser,
to the effect that the conversion of Class B shares does not constitute a
taxable event for the shareholder 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 shareholder,
and absent such exchange, Class B shares might continue to be subject to the
asset-based sales charge for a longer period of time.
|_| Allocation of Expenses. The Fund pays expenses related to its
daily operations, such as custodian fees, Trustees' fees, transfer agency
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.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's share classes recognizes two types of expenses.
General expenses that do not pertain specifically to any one class are
allocated pro rata to the shares of all classes. The allocation is based on
the percentage of the Fund's total assets that is represented by the assets
of each class, and then equally to each outstanding share within a given
class. Such general expenses include management fees, legal, bookkeeping and
audit fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current
shareholders, fees to unaffiliated Trustees, custodian expenses, share
issuance costs, organization and start-up costs, interest, taxes and
brokerage concessions, and non-recurring expenses, such as litigation costs.
Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class. Examples of
such expenses include distribution and service plan (12b-1) fees, transfer
and shareholder servicing agent fees and expenses and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).
Determination of Net Asset Values Per Share. The net asset values per share
of each class of shares of the Fund are determined as of the close of
business of The New York Stock Exchange on each day that the Exchange is
open. The calculation is done 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 Exchange normally closes at 4:00 P.M., New York time, but
may close earlier on some other days (for example, in case of weather
emergencies or on days falling before a holiday). The Exchange's most recent
annual announcement (which is subject to change) states that it will close on
New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. It may also close on other days.
Dealers other than Exchange members may conduct trading in certain
securities on days on which the Exchange is closed (including weekends and
holidays) or after 4:00 P.M. on a regular business day. The Fund's net asset
values will not be calculated on those days and the values of some of the
Fund's portfolio securities may change significantly on these days, when
shareholders may not purchase or redeem shares. Additionally, trading on
European and Asian stock exchanges and over-the-counter markets normally is
completed before the close of The New York Stock Exchange.
Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of The New York Stock Exchange, will not
be reflected in the Fund's calculation of its net asset values that day
unless the Manager determines that the event is likely to effect a material
change in the value of the security. The Manager may make that determination,
under procedures established by the Board.
|_| Securities Valuation. The Fund's Board of Trustees has
established procedures for the valuation of the Fund's securities. In general
those procedures are as follows:
|_| Equity securities traded on a U.S. securities exchange or on
NASDAQ are valued as follows:
(1) If last sale information is regularly reported, they are valued at the
last reported sale price on the principal exchange on which they
are traded or on NASDAQ, as applicable, on that day, or
(2) if last sale information is not available on a valuation date, they are
valued at the last reported sale price preceding the valuation
date if it is within the spread of the closing "bid" and "asked"
prices on the valuation date or, if not, at the closing "bid"
price on the valuation date.
|_| Equity securities traded on a foreign securities exchange
generally are valued in one of the following ways:
(1) at the last sale price available to the pricing service approved by the
Board of Trustees, or
(2) at the last sale price obtained by the Manager from the report of the
principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or
(3) at the mean between the "bid" and "asked" prices obtained from the
principal exchange on which the security is traded or, on the
basis of reasonable inquiry, from two market makers in the
security.
|_| Long-term debt securities having a remaining maturity in excess
of 60 days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
|_| The following securities are valued at the mean between the "bid"
and "asked" prices determined by a pricing service approved by the Fund's
Board of Trustees or obtained by the Manager from two active market makers in
the security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than 397 days when
issued,
(2) debt instruments that had a maturity of 397 days or less when issued
and have a remaining maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity of 397 days or
less when issued and which have a remaining maturity of 60 days
or less.
|_| The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:
(1) money market debt securities held by a non-money market fund that had a
maturity of less than 397 days when issued that have a remaining
maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining
maturity of 397 days or less.
|_| Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).
In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the Board of Trustees. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield and
maturity. Other special factors may be involved (such as the tax-exempt
status of the interest paid by municipal securities). The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.
The closing prices in the London foreign exchange market on a
particular business day that are provided to the Manager by a bank, dealer or
pricing service that the Manager has determined to be reliable are used to
value foreign currency, including forward contracts, and to convert to U.S.
dollars securities that are denominated in foreign currency.
Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded or on Nasdaq, as applicable, as
determined by a pricing service approved by the Board of Trustees or by the
Manager. If there were no sales that day, they shall be valued at the last
sale price on the preceding trading day if it is within the spread of the
closing "bid" and "asked" prices on the principal exchange or on Nasdaq on
the valuation date. If not, the value shall be the closing bid price on the
principal exchange or on Nasdaq on the valuation date. If the put, call or
future is not traded on an exchange or on Nasdaq, it shall be valued by the
mean between "bid" and "asked" prices obtained by the Manager from two active
market makers. In certain cases that may be at the "bid" price if no "asked"
price is available.
When the Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset. An
equivalent credit is included in the liability section. The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the premium
received. If a call or put written by the Fund expires, the Fund has a gain
in the amount of the premium. If the Fund enters into a closing purchase
transaction, it will have a gain or loss, depending on whether the premium
received was more or less than the cost of the closing transaction. If the
Fund exercises a put it holds, the amount the Fund receives on its sale of
the underlying investment is reduced by the amount of premium paid by the
Fund.
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below provides additional information about the
procedures and conditions for redeeming shares.
How to Sell Shares
Reinvestment Privilege. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of:
|_| Class A shares purchased subject to an initial sales charge or
Class A shares on which a contingent deferred sales charge was paid, or
|_| Class B shares that were subject to the Class B contingent
deferred sales charge when redeemed.
The reinvestment may be made without sales charge
only in Class A shares of the Fund or any of the other Oppenheimer funds
into which shares of the Fund are exchangeable as described in "How to
Exchange Shares" below. Reinvestment will be at the net asset value next
computed after the Transfer Agent receives the reinvestment order. The
shareholder must ask the Transfer Agent for that privilege at the time of
reinvestment. This privilege does not apply to Class C, Class N or Class
Y shares. 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.
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.
Payments "In Kind". The Prospectus states that payment for shares tendered
for redemption is ordinarily made in cash. However, the Board of Trustees of
the Fund may determine that it would be detrimental to the best interests of
the remaining shareholders of the Fund to make payment of a redemption order
wholly or partly in cash. In that case, the Fund may pay the redemption
proceeds in whole or in part by a distribution "in kind" of liquid securities
from the portfolio of the Fund, in lieu of cash.
The Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act. Under that rule, the Fund is obligated to redeem shares solely
in cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder. If shares are redeemed in
kind, the redeeming shareholder might incur brokerage or other costs in
selling the securities for cash. The Fund will value securities used to pay
redemptions in kind using the same method the Fund uses to value its
portfolio securities described above under "Determination of Net Asset Values
Per Share." That valuation will be made as of the time the redemption price
is determined.
Involuntary Redemptions. The Fund's Board of Trustees has the right to cause
the involuntary redemption of the shares held in any account if the aggregate
net asset value of those shares is less than $500 or such lesser amount as
the Board may fix. The Board will not cause the involuntary redemption of
shares in an account if the aggregate net asset value of such shares has
fallen below the stated minimum solely as a result of market fluctuations. If
the Board exercises this right, it may also fix the requirements for any
notice to be given to the shareholders in question (not less than 30 days).
The Board may alternatively set requirements for the shareholder to increase
the investment, or set other terms and conditions so that the shares would
not be involuntarily redeemed.
Transfers of Shares. A transfer of shares to a different registration is not
an event that triggers the payment of sales charges. Therefore, shares are
not subject to the payment of a contingent deferred sales charge of any class
at the time of transfer to the name of another person or entity. It does not
matter whether the transfer occurs by absolute assignment, gift or bequest,
as long as it does not involve, directly or indirectly, a public sale of the
shares. When shares subject to a contingent deferred sales charge are
transferred, the transferred shares will remain subject to the
contingent deferred sales charge. It will be 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,
Class C or Class N 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
(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the distribution is
premature; and
(3) conform to the requirements of the plan and the Fund's other redemption
requirements.
Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Fund held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary must sign
the request.
Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided the Transfer
Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Fund, the Manager, the Sub-Advisor, the
Distributor, 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. Shareholders should contact
their 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 an order placed by the dealer or broker. However, 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 customers prior to the time the Exchange closes.
Normally, the Exchange closes at 4:00 P.M., but may do so earlier on some
days. Additionally, the order must have been 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. The signature(s) of the registered owners on the
redemption documents must be guaranteed as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(having a value of at least $50) automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to $1,500
per month may be requested by telephone if payments are to be made by check
payable to all shareholders of record. Payments must also be sent to the
address of record for the account and the address must not have been changed
within the prior 30 days. Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this
basis.
Payments are normally made by check, but shareholders having
AccountLink privileges (see "How To Buy Shares") may arrange to have
Automatic Withdrawal Plan payments transferred to the bank account designated
on the Account Application or by signature-guaranteed instructions sent to
the Transfer Agent. Shares are normally redeemed pursuant to an Automatic
Withdrawal Plan three business days before the payment transmittal date you
select in the Account Application. If a contingent deferred sales charge
applies to the redemption, the amount of the check or payment will be reduced
accordingly.
The Fund cannot guarantee receipt of a payment on the date requested.
The Fund reserves the right to amend, suspend or discontinue offering these
plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional
Class A share purchases while participating in an Automatic Withdrawal Plan.
Class B, Class C and Class N shareholders should not establish withdrawal
plans, because of the imposition of the contingent deferred sales charge on
such withdrawals (except where the contingent deferred sales charge is waived
as described in Appendix B to this Statement of Additional Information.
By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions that apply to such plans, as stated below.
These provisions may be amended from time to time by the Fund and/or the
Distributor. When adopted, any amendments will automatically apply to
existing Plans.
|X| Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent 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.
Instructions should be provided on the OppenheimerFunds Application or
signature-guaranteed instructions. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this Statement of Additional
Information.
|X| Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales charge
will be redeemed first. Shares acquired with reinvested dividends and capital
gains distributions will be redeemed next, followed by shares acquired with a
sales charge, to the extent necessary to make withdrawal payments. Depending
upon the amount withdrawn, the investor's principal may be depleted. Payments
made under these plans should not be considered as a yield or income on your
investment.
The Transfer Agent will administer the investor's Automatic Withdrawal
Plan as agent for the shareholder(s) (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent. Neither the
Fund nor the Transfer Agent shall incur any liability to the Planholder for
any action taken or not taken by the Transfer Agent in good faith to
administer the Plan. Share certificates will not be issued for shares of the
Fund purchased for and held under the Plan, but the Transfer Agent will
credit all such shares to the account of the Planholder on the records of the
Fund. Any share certificates held by a Planholder may be surrendered
unendorsed to the Transfer Agent with the Plan application so that the shares
represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.
Shares will be redeemed to make withdrawal payments at the net asset
value per share determined on the redemption date. Checks or AccountLink
payments representing the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the
payment, according to the choice specified in writing by the Planholder.
Receipt of payment on the date selected cannot be guaranteed.
The amount and the interval of disbursement payments and the address to
which checks are to be mailed or AccountLink payments are to be sent may be
changed at any time by the Planholder by writing to the Transfer Agent. The
Planholder should allow at least two weeks' time after mailing such
notification for the requested change to be put in effect. The Planholder
may, at any time, instruct the Transfer Agent by written notice to redeem
all, or any part of, the shares held under the Plan. That notice must be in
proper form in accordance with the requirements of the then-current
Prospectus of the Fund. In that case, the Transfer Agent will redeem the
number of shares requested at the net asset value per share in effect and
will mail a check for the proceeds to the Planholder.
The Planholder may terminate a Plan at any time by writing to the
Transfer Agent. The Fund may also give directions to the Transfer Agent to
terminate a Plan. The Transfer Agent will also terminate a Plan upon its
receipt of evidence satisfactory to it that the Planholder has died or is
legally incapacitated. Upon termination of a Plan by the Transfer Agent or
the Fund, shares that have not been redeemed will be held in uncertificated
form in the name of the Planholder. The account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his or her executor or
guardian, or another authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued without
causing the withdrawal checks to stop. However, should such uncertificated
shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to
act as agent in administering the Plan.
How to Exchange Shares
As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged only
for shares of the same class of other Oppenheimer funds. Shares of
Oppenheimer deemedMoney Market Fund, Inc. are deemed to be "Class A" shares
for this purpose. You can obtain a current list showing which funds offer
which classes by calling the Distributor at 1-800-525-7048.
|_| All of the Oppenheimer funds currently offer Class A, B and C
shares except Oppenheimer Money Market Fund, Inc., Centennial Money Market
Trust, Centennial Tax Exempt Trust, Centennial Government Trust, Centennial
New York Tax Exempt Trust, Centennial California Tax Exempt Trust, and
Centennial America Fund, L.P., which only offer Class A shares.
|_| Oppenheimer Main Street California Municipal Fund currently
offers only Class A and Class B shares.
|_| Class B, Class C and Class N 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.
Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for
shares of any other Fund.
|_| Only certain Oppenheimer funds currently offer Class N shares, which
are only offered to retirement plans as described in the Prospectus. Class N
shares can be exchanged only for Class N shares of other Oppenheimer funds.
Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any money market fund offered by the Distributor. 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. They may also be used to purchase shares of Oppenheimer funds
subject to a contingent deferred sales charge.
Shares of Oppenheimer Money Market Fund, Inc. purchased with the
redemption proceeds of shares of other mutual funds (other than funds managed
by the Manager or its subsidiaries) redeemed within the 30 days prior to that
purchase may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales charge. 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. If requested, they must
supply proof of entitlement to this privilege.
For accounts established on or before March 8, 1996 holding Class M
shares of Oppenheimer Convertible Securities Fund, Class M shares can be
exchanged only for Class A shares of other Oppenheimer funds. Exchanges to
Class M shares of Oppenheimer Convertible Securities Fund are permitted from
Class A shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
Reserves that were acquired by exchange of Class M shares. No other exchanges
may be made to Class M shares.
Shares of the Fund acquired by reinvestment of dividends or
distributions from any of the other Oppenheimer funds 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.
The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund may impose these changes at any time, it will provide
you with notice of such changes when it is able to do so. It may also be
required to provide 60 days notice prior to materially amending or
terminating the exchange privilege. That 60 day notice is not required in
extraordinary circumstances.
|_| How Exchanges Affect Contingent Deferred Sales Charges. No
contingent deferred sales charge is imposed on exchanges of shares of any
class purchased subject to a contingent deferred sales charge. However, when
Class A shares acquired by exchange of Class A shares of other Oppenheimer
funds purchased subject to a Class A contingent deferred sales charge are
redeemed within 18 months of the end of the calendar month of the initial
purchase of the exchanged Class A shares, the Class A contingent deferred
sales charge is imposed on the redeemed shares. The Class B contingent
deferred sales charge is imposed on Class B shares acquired by exchange if
they are redeemed within 6 years of the initial purchase of the exchanged
Class B shares. The Class C contingent deferred sales charge is imposed on
Class C shares acquired by exchange if they are redeemed within 12 months of
the initial purchase of the exchanged Class C shares. With respect to Class N
shares, a 1% contingent deferred sales charge will be imposed if the
retirement plan (not including IRAs and 403(b) plans) is terminated or Class
N shares of all Oppenheimer funds are terminated as an investment option of
the plan and Class N shares are redeemed within 18 months after the plan's
first purchase of Class N shares of any Oppenheimer fund or with respect to
an individual retirement plan or 403(b) plan, Class N shares are redeemed
within 18 months of the plan's first purchase of Class N shares of any
Oppenheimer fund.
When Class B or Class C shares are redeemed to effect an exchange, the
priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or the Class C contingent deferred sales charge
will be followed in determining the order in which the shares are exchanged.
Before exchanging shares, shareholders should take into account how the
exchange may affect any contingent deferred sales charge that might be
imposed in the subsequent redemption of remaining shares.
If Class B shares of any Oppenheimer fund are exchanged for Class B
shares of Oppenheimer Limited-Term Government Fund or Limited-Term New York
Municipal Fund and are subsequently redeemed from those two funds, they will
be subject to the contingent deferred sales charge of the Oppenheimer fund
from which they were exchanged (which will be at a higher rate). They will
not be subject to the contingent deferred sales charge of Oppenheimer
Limited-Term Government Fund or Limited-Term New York Municipal Fund.
Shareholders owning shares of more than one class must specify which
class of shares they wish to exchange.
|_| Limits on Multiple Exchange Orders. 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.
|_| Telephone Exchange Requests. When exchanging shares by telephone,
a shareholder must have an existing account in the fund to which the exchange
is to be made. Otherwise, the investors must obtain a Prospectus of that fund
before the exchange request may be submitted. For full or partial exchanges
of an account made by telephone, any special account features such as Asset
Builder Plans and Automatic Withdrawal Plans 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.
|_| Processing Exchange Requests. Shares to be exchanged are redeemed
on the regular business day the Transfer Agent receives an exchange request
in proper form (the "Redemption Date"). Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases may be
delayed by either fund up to five business days if it determines that it
would be disadvantaged by an immediate transfer of the redemption proceeds.
The Fund reserves the right, in its discretion, to refuse any exchange
request that may disadvantage it. For example, if the receipt of multiple
exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the Fund,
the Fund may refuse the request.
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.
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks. A shareholder should assure that
the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of one
fund and a purchase of shares of another. "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of redemption proceeds
in such cases. The Fund, the Distributor, and the Transfer Agent are unable
to provide investment, tax or legal advice to a shareholder in connection
with an exchange request or any other investment transaction.
Dividends, Capital Gains and Taxes
Dividends and Distributions. The Fund has no fixed dividend rate and there
can be no assurance as to the payment of any dividends or the realization of
any capital gains. The dividends and distributions paid by a class of shares
will 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. Dividends are calculated in the same manner, at the same time,
and on the same day for each class of shares. However, dividends on Class B,
Class C and Class N shares are expected to be lower than dividends on Class A
and Class Y shares. That is because of the effect of the asset-based sales
charge on Class B, Class C and Class N shares. Those dividends will also
differ in amount as a consequence of any difference in the net asset values
of the different classes of shares.
Dividends, distributions and proceeds of the redemption of Fund shares
represented by checks returned to the Transfer Agent by the
Postal Service as undeliverable will be invested in shares of
Oppenheimer Money Market Fund, Inc. Reinvestment will be made 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. Unclaimed accounts may be subject to state
escheatment laws, and the Fund and the Transfer Agent will not be
liable to shareholders or their representatives for compliance
with those laws in good faith.
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is briefly
highlighted in the Prospectus.
Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders. Long-term capital gains distributions are not
eligible for the deduction. The amount of dividends paid by the Fund that
may qualify for the deduction is limited to the aggregate amount of
qualifying dividends that the Fund derives from portfolio investments
that the Fund has held for a minimum period, usually 46 days. A corporate
shareholder will not be eligible for the deduction on dividends paid on
Fund shares held for 45 days or less. To the extent the Fund's dividends
are derived from gross income from option premiums, interest income or
short-term gains from the sale of securities or dividends from foreign
corporations, those dividends will not qualify for the deduction.
Under the Internal Revenue Code, by December 31 each year,
the Fund must distribute 98% of its taxable investment income
earned from January 1 through December 31 of that year and 98% of
its capital gains realized in the period from November 1 of the
prior year through October 31 of the current year. If it does
not, the Fund must pay an excise tax on the amounts not
distributed. It is presently anticipated that the Fund will meet
those requirements. However, the Board of Trustees and the
Manager might determine in a particular year that it would be in
the best interests 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.
The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (although it reserves the right not to qualify).
That qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them. This avoids
a double tax on that income and capital gains, since shareholders normally
will be taxed on the dividends and capital gains they receive from the Fund
(unless the Fund's shares are held in a retirement account or the shareholder
is otherwise exempt from tax). 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 Internal Revenue Code contains a number of complex tests
relating to qualification which the Fund might not meet in any particular
year. If it did not so qualify, the Fund would be treated for tax purposes as
an ordinary corporation and receive no tax deduction for payments made to
shareholders.
If prior distributions made by the Fund must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Fund's investment policies, they will be identified as such
in notices sent to shareholders.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds listed above. Reinvestment
will be made without sales charge at the net asset value per share in effect
at the close of business on the payable date of the dividend or distribution.
To elect this option, the shareholder must notify the Transfer Agent in
writing and must have an existing account in the fund selected for
reinvestment. Otherwise the shareholder first must obtain a prospectus for
that fund and an application from the Distributor to establish an account.
Dividends and/or distributions from shares of certain other Oppenheimer funds
(other than Oppenheimer Cash Reserves) may be invested in shares of this Fund
on the same basis.
Additional Information About the Fund
The Distributor. The Fund's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as
the Fund's Distributor. The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor for funds managed by a subsidiary of
the Manager.
The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder
servicing and administrative functions. It acts on an "at-cost" basis. It
also acts as shareholder servicing agent for the other Oppenheimer funds.
Shareholders should direct inquiries about their accounts to the Transfer
Agent at the address and toll-free numbers shown on the back cover.
The Custodian. The Bank of New York is the custodian of the Fund's assets.
The custodian bank's responsibilities include safeguarding and controlling
the Fund's portfolio securities and handling the delivery of such securities
to and from the Fund. It will be the practice of the Fund to deal with the
custodian bank in a manner uninfluenced by any banking relationship the
custodian bank 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. KPMG LLP is the independent auditor of the Fund. The
firm audits the Fund's financial statements and performs other related audit
services. KPMG LLP also acts as auditor for certain other funds advised by
the Manager and its affiliates.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of Oppenheimer Trinity Value Fund:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Oppenheimer Trinity Value Fund as of July 31,
2000, and the related statement of operations, statement of changes in net
assets and financial highlights for the period from September 1, 1999
(commencement of operations) to July 31, 2000. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2000, by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Oppenheimer Trinity Value Fund as of July 31, 2000, and the results of its
operations, the changes in its net assets and financial highlights for the
period from September 1, 1999 (commencement of operations) to July 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
August 21, 2000
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS July 31, 2000
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 96.4%
-------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS - 3.4%
-------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 2.4%
-------------------------------------------------------------------------------------------------------------------------
Dow Chemical Co. 2,900 $ 83,375
-------------------------------------------------------------------------------------------------------------------------
Du Pont (E.I.) de Nemours & Co. 900 40,781
----------------
124,156
-------------------------------------------------------------------------------------------------------------------------
PAPER - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Westvaco Corp. 1,900 52,131
-------------------------------------------------------------------------------------------------------------------------
CAPITAL GOODS - 8.0%
-------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE - 1.1%
-------------------------------------------------------------------------------------------------------------------------
TRW, Inc. 1,300 58,419
-------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.8%
-------------------------------------------------------------------------------------------------------------------------
Rockwell International Corp. 1,200 42,075
-------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 6.1%
-------------------------------------------------------------------------------------------------------------------------
Bemis Co., Inc. 800 27,500
-------------------------------------------------------------------------------------------------------------------------
Crane Co. 1,400 30,800
-------------------------------------------------------------------------------------------------------------------------
Danaher Corp. 300 15,281
-------------------------------------------------------------------------------------------------------------------------
Deere & Co. 1,700 65,556
-------------------------------------------------------------------------------------------------------------------------
Parker-Hannifin Corp. 200 7,112
-------------------------------------------------------------------------------------------------------------------------
Tektronix, Inc. 300 18,450
-------------------------------------------------------------------------------------------------------------------------
Temple-Inland, Inc. 1,000 43,437
-------------------------------------------------------------------------------------------------------------------------
Tyco International Ltd. 1,500 80,250
-------------------------------------------------------------------------------------------------------------------------
United Technologies Corp. 600 35,025
----------------
323,411
-------------------------------------------------------------------------------------------------------------------------
COMMUNICATION SERVICES - 9.3%
-------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-LONG DISTANCE - 5.5%
-------------------------------------------------------------------------------------------------------------------------
AT&T Corp. 2,900 89,719
-------------------------------------------------------------------------------------------------------------------------
Sprint Corp. (Fon Group) 3,200 114,000
-------------------------------------------------------------------------------------------------------------------------
Verizon Communications 1,600 75,200
-------------------------------------------------------------------------------------------------------------------------
WorldCom, Inc. (1) 300 11,719
----------------
290,638
-------------------------------------------------------------------------------------------------------------------------
TELEPHONE UTILITIES - 3.8%
-------------------------------------------------------------------------------------------------------------------------
BellSouth Corp. 1,900 75,644
-------------------------------------------------------------------------------------------------------------------------
SBC Communications, Inc. 3,000 127,687
----------------
203,331
-------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS - 9.2%
-------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Ford Motor Co. 1,100 51,219
-------------------------------------------------------------------------------------------------------------------------
Fortune Brands, Inc. 2,400 54,000
-------------------------------------------------------------------------------------------------------------------------
General Motors Corp. 1,200 68,325
-------------------------------------------------------------------------------------------------------------------------
Whirlpool Corp. 2,100 90,694
----------------
264,238
-------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Marriott International, Inc., Cl. A 1,500 60,000
-------------------------------------------------------------------------------------------------------------------------
MEDIA - 0.5%
-------------------------------------------------------------------------------------------------------------------------
Meredith Corp. 800 25,450
</TABLE>
9 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Retail: General - 1.2%
-------------------------------------------------------------------------------------------------------------------------
Sears Roebuck & Co. 2,100 $ 62,737
-------------------------------------------------------------------------------------------------------------------------
RETAIL: SPECIALTY - 1.4%
-------------------------------------------------------------------------------------------------------------------------
Target Corp. 2,600 75,400
-------------------------------------------------------------------------------------------------------------------------
CONSUMER STAPLES - 5.0%
-------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT - 0.7%
-------------------------------------------------------------------------------------------------------------------------
McDonald's Corp. 1,200 37,800
-------------------------------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS - 1.0%
-------------------------------------------------------------------------------------------------------------------------
CVS Corp. 1,400 55,212
-------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD GOODS - 3.3%
-------------------------------------------------------------------------------------------------------------------------
Kimberly-Clark Corp. 1,000 57,437
-------------------------------------------------------------------------------------------------------------------------
Procter & Gamble Co. 2,100 119,437
----------------
176,874
-------------------------------------------------------------------------------------------------------------------------
ENERGY - 11.4%
-------------------------------------------------------------------------------------------------------------------------
ENERGY SERVICES - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Halliburton Co. 500 23,062
-------------------------------------------------------------------------------------------------------------------------
Schlumberger Ltd. 300 22,181
-------------------------------------------------------------------------------------------------------------------------
Transocean Sedco Forex, Inc. 300 14,850
----------------
60,093
-------------------------------------------------------------------------------------------------------------------------
OIL: DOMESTIC - 8.6%
-------------------------------------------------------------------------------------------------------------------------
Apache Corp. 200 9,950
-------------------------------------------------------------------------------------------------------------------------
Burlington Resources, Inc. 1,200 39,150
-------------------------------------------------------------------------------------------------------------------------
Chevron Corp. 800 63,200
-------------------------------------------------------------------------------------------------------------------------
Exxon Mobil Corp. 3,300 264,000
-------------------------------------------------------------------------------------------------------------------------
Kerr-McGee Corp. 200 10,975
-------------------------------------------------------------------------------------------------------------------------
ONEOK, Inc. 600 16,012
-------------------------------------------------------------------------------------------------------------------------
Texaco, Inc. 1,000 49,437
----------------
452,724
-------------------------------------------------------------------------------------------------------------------------
OIL: INTERNATIONAL - 1.7%
-------------------------------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares 1,500 87,375
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL - 29.0%
-------------------------------------------------------------------------------------------------------------------------
BANKS - 15.4%
-------------------------------------------------------------------------------------------------------------------------
Bank of America Corp. 1,500 71,062
-------------------------------------------------------------------------------------------------------------------------
BB&T Corp. 4,200 104,737
-------------------------------------------------------------------------------------------------------------------------
Firstar Corp. 2,400 47,400
-------------------------------------------------------------------------------------------------------------------------
J.P. Morgan & Co., Inc. 1,000 133,500
-------------------------------------------------------------------------------------------------------------------------
Northern Trust Corp. 1,400 104,825
-------------------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc. 2,400 114,900
-------------------------------------------------------------------------------------------------------------------------
U.S. Bancorp 3,700 70,994
-------------------------------------------------------------------------------------------------------------------------
Wells Fargo Co. 4,000 165,250
----------------
812,668
-------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 11.6%
-------------------------------------------------------------------------------------------------------------------------
American Express Co. 2,100 119,044
-------------------------------------------------------------------------------------------------------------------------
Citigroup, Inc. 4,200 296,362
-------------------------------------------------------------------------------------------------------------------------
Fannie Mae 2,700 134,663
-------------------------------------------------------------------------------------------------------------------------
Freddie Mac 1,100 43,381
-------------------------------------------------------------------------------------------------------------------------
Synovus Financial Corp. 1,000 18,000
----------------
611,450
</TABLE>
10 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Insurance - 2.0%
-------------------------------------------------------------------------------------------------------------------------
American International Group, Inc. 900 $ 78,919
-------------------------------------------------------------------------------------------------------------------------
Torchmark Corp. 1,100 27,363
----------------
106,282
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE - 3.5%
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/DRUGS - 2.2%
-------------------------------------------------------------------------------------------------------------------------
Pharmacia Corp. 1,038 56,831
-------------------------------------------------------------------------------------------------------------------------
UnitedHealth Group, Inc. 700 57,269
----------------
114,100
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 1.3%
-------------------------------------------------------------------------------------------------------------------------
Biomet, Inc. 500 22,375
-------------------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp. (1) 3,500 20,781
-------------------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp. 900 27,394
----------------
70,550
-------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY - 9.7%
-------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE - 5.6%
-------------------------------------------------------------------------------------------------------------------------
Apple Computer, Inc. (1) 1,100 55,894
-------------------------------------------------------------------------------------------------------------------------
Compaq Computer Corp. 3,800 106,638
-------------------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co. 700 76,431
-------------------------------------------------------------------------------------------------------------------------
Pitney Bowes, Inc. 1,700 58,863
----------------
297,826
-------------------------------------------------------------------------------------------------------------------------
ELECTRONICS - 3.1%
-------------------------------------------------------------------------------------------------------------------------
Advanced Micro Devices, Inc. (1) 900 64,744
-------------------------------------------------------------------------------------------------------------------------
Molex, Inc. 900 42,342
-------------------------------------------------------------------------------------------------------------------------
Motorola, Inc. 900 29,756
-------------------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc. (1) 500 26,969
----------------
163,811
-------------------------------------------------------------------------------------------------------------------------
PHOTOGRAPHY - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Eastman Kodak Co. 900 49,388
-------------------------------------------------------------------------------------------------------------------------
Xerox Corp. 300 4,463
----------------
53,851
-------------------------------------------------------------------------------------------------------------------------
UTILITIES - 7.9%
-------------------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES - 3.1%
-------------------------------------------------------------------------------------------------------------------------
AES Corp. (The) (1) 1,400 74,813
-------------------------------------------------------------------------------------------------------------------------
Duke Energy Corp. 1,400 86,363
----------------
161,176
-------------------------------------------------------------------------------------------------------------------------
GAS UTILITIES - 4.8%
-------------------------------------------------------------------------------------------------------------------------
El Paso Energy Corp. 200 9,675
-------------------------------------------------------------------------------------------------------------------------
Enron Corp. 2,100 154,613
-------------------------------------------------------------------------------------------------------------------------
Sempra Energy 4,900 91,875
----------------
256,163
----------------
Total Common Stocks (Cost $5,082,045) 5,099,941
</TABLE>
11 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc.,
6.53%, dated 7/31/00, to be repurchased at $265,048 on
8/1/00, collateralized by U.S. Treasury Nts., 4.25%-7.875%,
8/31/00--8/15/09, with a value of $193,589 and U.S. Treasury
Bonds, 5.25%--14%, 8/15/03--11/15/28, with a value of
$77,326 (Cost $265,000) $ 265,000 $ 265,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $5,347,045) 101.4% 5,364,941
-------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.4) (71,941)
--------------- -----------
NET ASSETS 100.0% $5,293,000
=============== ===========
</TABLE>
1. Non-income-producing security.
See accompanying Notes to Financial Statements.
12 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES July 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C>
Investments, at value (cost $5,347,045) - see accompanying statement $5,364,941
-------------------------------------------------------------------------------------------------------------------------------
Cash 1,343
-------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold 20,884
Interest 4,168
Investments sold 3,869
Other 4
-----------------
Total assets 5,395,209
-------------------------------------------------------------------------------------------------------------------------------
LIABILITIES Payables and other liabilities:
Investments purchased 73,491
Shares of beneficial interest redeemed 19,672
Distribution and service plan fees 2,389
Shareholder reports 1,775
Transfer and shareholder servicing agent fees 171
Trustees' compensation 95
Other 4,616
-----------------
Total liabilities 102,209
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $5,293,000
=================
-------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Paid-in capital $5,330,493
-------------------------------------------------------------------------------------------------------------------------------
Undistributed net investment income 5,131
-------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 17,896
-----------------
Net assets $5,293,000
=================
</TABLE>
13 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES Continued
-------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
Class A Shares:
<S> <C>
Net asset value and redemption price per share (based on net assets of
$3,797,560 and 398,732 shares of beneficial interest outstanding) $9.52
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $10.10
-------------------------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $643,078
and 68,050 shares of beneficial interest outstanding) $9.45
-------------------------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $851,409
and 88,928 shares of beneficial interest outstanding) $9.57
-------------------------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $953 and 100 shares of beneficial interest outstanding) $9.53
</TABLE>
See accompanying Notes to Financial Statements.
14 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Period from September 1, 1999
(commencement of operations) to July 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S> <C>
Dividends $51,860
-------------------------------------------------------------------------------------------------------------------------------
Interest 8,116
-----------------
Total income 59,976
-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees 22,550
-------------------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 2,769
Class B 2,132
Class C 2,359
-------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 1,660
Class B 184
Class C 210
Class Y --
-------------------------------------------------------------------------------------------------------------------------------
Shareholder reports 8,989
-------------------------------------------------------------------------------------------------------------------------------
Registration and filing fees 4,040
-------------------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees 1,727
-------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 1,655
-------------------------------------------------------------------------------------------------------------------------------
Insurance expense 1,264
-------------------------------------------------------------------------------------------------------------------------------
Trustees' compensation 122
-------------------------------------------------------------------------------------------------------------------------------
Other 197
-----------------
Total expenses 49,858
Less expenses paid indirectly (1,654)
-----------------
Net expenses 48,204
-------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 11,772
-------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments 17,896
-----------------
Net realized and unrealized loss (42,624)
--------------------------------------------------------------------------------------------------------------=================
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ($30,852)
=================
</TABLE>
See accompanying Notes to Financial Statements.
15 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
PERIOD ENDED
JULY 31, 2000(1)
-------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
<S> <C>
Net investment income $ 11,772
-------------------------------------------------------------------------------------------------------------------------------
Net realized loss (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 17,896
-----------------
Net decrease in net assets resulting from operations (30,852)
-------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment
income:
Class A (7,408)
Class B (185)
Class C (1)
Class Y (4)
-------------------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from
beneficial interest transactions:
Class A 3,769,200
Class B 630,688
Class C 828,562
Class Y --
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
Total increase 5,190,000
-------------------------------------------------------------------------------------------------------------------------------
Beginning of period 103,000 (2)
-----------------
End of period (including undistributed net investment
income of $5,131 for the period ended July 31, 2000) $5,293,000
=================
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to July
31, 2000.
2. Reflects the value of the Manager's initial seed money investment at
August 18, 1999.
See accompanying Notes to Financial Statements.
16 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
CLASS A CLASS B CLASS C CLASS Y
------------------ ----------------- ----------------- -----------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00 $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .05 .01 (.02) .07
Net realized and unrealized loss (.50) (.53) (.41) (.50)
------------------ ----------------- ----------------- -----------------
Total loss from investment operations (.45) (.52) (.43) (.43)
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.03) -- (2) (.04)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.52 $9.45 $9.57 $9.53
================== ================= ================= =================
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (4.50)% (5.18)% (4.27)% (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $3,798 $643 $851 $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,802 $235 $260 $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss) 0.52% (0.36)% (0.36)% 0.62%
Expenses 1.53% 2.41% 2.41% 1.42%
Expenses, net of indirect expenses 1.47% 2.35% 2.35% 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 285% 285% 285% 285%
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or commencement of operations), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
4. Annualized for periods of less than one full year.
See accompanying Notes to Financial Statements.
17 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Trinity Value Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund's investment objective is to seek long-term growth of capital. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold at their offering price, which is normally net asset value plus a front-end
sales charge. Class B and Class C shares are sold without a front-end sales
charge but may be subject to a contingent deferred sales charge (CDSC). Class Y
shares are sold to certain institutional investors without either a front-end
sales charge or a CDSC. All classes of shares have identical rights to earnings,
assets and voting privileges, except that each class has its own expenses
directly attributable to that class and exclusive voting rights with respect to
matters affecting that class. Classes A, B and C have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares. Class B
shares will automatically convert to Class A shares six years after the date of
purchase. The following is a summary of significant accounting policies
consistently followed by the Fund.
SECURITIES VALUATION Securities listed or traded on National Stock Exchanges or
other domestic or foreign exchanges are valued based on the last sale price of
the security traded on that exchange prior to the time when the Fund's assets
are valued. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees, or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
REPURCHASE AGREEMENTS The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
FEDERAL TAXES The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required. As of July 31, 2000, the
Fund had available for federal income tax purposes an unused capital loss
carryover as follows:
EXPIRING
--------------
2008 $60,520
TRUSTEES' COMPENSATION The Fund has adopted an unfunded retirement plan for the
Fund's independent Board of Trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service.
The Board of Trustees has adopted a deferred compensation plan for independent
trustees that enables trustees to elect to defer receipt of all or a portion of
annual compensation they are entitled to receive from the Fund. Under the plan,
the compensation deferred is periodically adjusted as though an equivalent
amount had been invested for the Board of Trustees in shares of one or more
Oppenheimer funds selected by the trustee. The amount paid to the Board of
Trustees under the plan will be determined based upon the performance of the
selected funds. Deferral of trustees' fees under the plan will not affect the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.
18 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
1. SIGNIFICANT ACCOUNTING POLICIES Continued
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from its
ultimate characterization for federal income tax purposes. Also, due to timing
of dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
The Fund adjusts the classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax regulations. Accordingly, during the period ended
July 31, 2000, amounts have been reclassified to reflect a decrease in paid-in
capital of $957. Undistributed net investment income was increased by the same
amount. Net assets of the Fund were unaffected by the reclassifications.
EXPENSE OFFSET ARRANGEMENTS Expenses paid indirectly represent a reduction of
custodian fees for earnings on cash balances maintained by the Fund.
OTHER Investment transactions are accounted for as of trade date and dividend
income is recorded on the ex-dividend date. Certain dividends from foreign
securities will be recorded as soon as the Fund is informed of the dividend if
such information is obtained subsequent to the ex-dividend date. Realized gains
and losses on investments and unrealized appreciation and depreciation are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
19 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of beneficial
interest of each class. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
PERIOD ENDED JULY 31, 2000(1)
SHARES AMOUNT
<S> <C> <C>
----------------------------------------------------------------------------------------
CLASS A
Sold 436,509 $4,185,851
Dividends and/or distributions reinvested 120 1,147
Redeemed (47,897) (417,798)
-------- ----------
Net increase 388,732 $3,769,200
======== ==========
----------------------------------------------------------------------------------------
CLASS B
Sold 78,094 $ 727,466
Dividends and/or distributions reinvested 19 182
Redeemed (10,163) (96,960)
-------- ----------
Net increase 67,950 $ 630,688
======== ==========
----------------------------------------------------------------------------------------
CLASS C
Sold 91,083 $ 850,172
Dividends and/or distributions reinvested -- --
Redeemed (2,255) (21,610)
-------- ----------
Net increase 88,828 $ 828,562
======== ==========
----------------------------------------------------------------------------------------
CLASS Y
Sold -- $ --
Dividends and/or distributions reinvested -- --
Redeemed -- --
-------- ---------
Net increase -- $ --
======== =========
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to
July 31, 2000.
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the period ended July 31, 2000, were
$14,545,705 and $9,403,139, respectively.
As of July 31, 2000, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $5,347,045 was:
<TABLE>
<S> <C>
Gross unrealized appreciation $274,178
Gross unrealized depreciation (256,282)
--------
Net unrealized appreciation $ 17,896
========
</TABLE>
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee of 0.75% of
the first $200 million of average annual net assets of the Fund, 0.72% of the
next $200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, and 0.60% of average annual net assets in excess of $800 million. The
Fund's management fee for the period ended July 31, 2000 was an annualized rate
of 0.75%, before any waiver by the Manager if applicable.
20 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES CONTINUED
TRANSFER AGENT FEES OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund on an
"at-cost" basis. OFS also acts as the transfer and shareholder servicing agent
for the other Oppenheimer funds.
SUB-ADVISOR FEES The Manager pays Trinity Investment Management Corporation (the
Sub-Advisor) based on the fee schedule set forth in the Prospectus. For the
period ended July 31, 2000, the Manager paid $6,458 to the Sub-Advisor.
DISTRIBUTION AND SERVICE PLAN FEES Under its General Distributor's Agreement
with the Manager, the Distributor acts as the Fund's principal underwriter in
the continuous public offering of the different classes of shares of the Fund.
The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.
<TABLE>
<CAPTION>
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
AGGREGATE CLASS A FRONT-END COMMISSIONS ON COMMISSIONS ON COMMISSIONS ON
FRONT-END SALES SALES CHARGES CLASS A SHARES CLASS B SHARES CLASS C SHARES
CHARGES ON CLASS RETAINED BY ADVANCED BY ADVANCED BY ADVANCED BY
PERIOD ENDED A SHARES DISTRIBUTOR DISTRIBUTOR(1) DISTRIBUTOR(1) DISTRIBUTOR(1)
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
July 31, 2000 $10,091 $2,654 $1,281 $18,872 $6,991
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
</TABLE>
1. THE DISTRIBUTOR ADVANCES COMMISSION PAYMENTS TO DEALERS FOR CERTAIN
SALES OF CLASS A SHARES AND FOR SALES OF CLASS B AND CLASS C SHARES FROM
ITS OWN RESOURCES AT THE TIME OF SALE.
<TABLE>
<CAPTION>
---------------------- ------------------------------ ---------------------------- ---------------------------
CLASS A CONTINGENT DEFERRED CLASS B CONTINGENT CLASS C CONTINGENT
SALES CHARGES RETAINED BY DEFERRED SALES CHARGES DEFERRED SALES CHARGES
PERIOD ENDED DISTRIBUTOR RETAINED BY DISTRIBUTOR RETAINED BY DISTRIBUTOR
----------------------- ------------------------------ ---------------------------- ---------------------------
<S> <C> <C> <C>
July 31, 2000 $-- $1,041 $--
----------------------- ------------------------------ ---------------------------- ---------------------------
</TABLE>
The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B and Class C shares under Rule 12b-1 of the Investment
Company Act. Under those plans the Fund pays the Distributor for all or a
portion of its costs incurred in connection with the distribution and/or
servicing of the shares of the particular class.
CLASS A SERVICE PLAN FEES Under the Class A service plan, the Distributor
currently uses the fees it receives from the Fund to pay brokers, dealers and
other financial institutions. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of Class A
shares purchased. The Distributor makes payments to plan recipients quarterly at
an annual rate not to exceed 0.25% of the average annual net assets consisting
of Class A shares of the Fund. For the period ended July 31, 2000, payments
under the Class A plan totaled $2,769 prior to Manager waivers if applicable,
all of which were paid by the Distributor to recipients. Any unreimbursed
expenses the Distributor incurs with respect to Class A shares in any fiscal
year cannot be recovered in subsequent years.
CLASS B AND CLASS C DISTRIBUTION AND SERVICE PLAN FEES Under each plan, service
fees and distribution 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 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 under
the plan during the period for which the fee is paid.
The Distributor retains the asset-based sales charge on Class B shares. The
Distributor retains the asset-based sales charge on Class C shares during the
first year the shares are outstanding. The asset-based sales charges on Class B
and Class C shares allow investors to buy shares without a front-end sales
charge while allowing the Distributor to compensate dealers that sell those
shares.
21 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
The Distributor's actual expenses in selling Class B and Class C shares may be
more than the payments it receives from the contingent deferred sales charges
collected on redeemed shares and asset-based sales charges from the Fund under
the plans. If any 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 distributing shares before the plan was terminated. The plans
allow for the carry-forward of distribution expenses, to be recovered from
asset-based sales charges in subsequent fiscal periods.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
DISTRIBUTION FEES PAID TO THE DISTRIBUTOR FOR THE PERIOD ENDED JULY
31, 2000, WERE AS FOLLOWS:
----------------------------------------------------------------------------------------------------------------------
DISTRIBUTOR'S
DISTRIBUTOR'S AGGREGATE UNREIMBURSED EXPENSES
TOTAL PAYMENTS AMOUNT RETAINED BY UNREIMBURSED EXPENSES AS % OF NET ASSETS OF
UNDER PLAN DISTRIBUTOR UNDER PLAN CLASS
------------------- --------------------- ---------------------- ---------------------------- ------------------------
<S> <C> <C> <C> <C>
CLASS B PLAN $2,132 $1,988 $17,104 2.66%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
CLASS C PLAN 2,359 2,198 9,503 1.12
------------------- --------------------- ---------------------- ---------------------------- ------------------------
</TABLE>
5. BANK BORROWINGS
The Fund may borrow from a bank for temporary or emergency purposes including,
without limitation, funding of shareholder redemptions provided asset coverage
for borrowings exceeds 300%. The Fund has entered into an agreement which
enables it to participate with other Oppenheimer funds in an unsecured line of
credit with a bank, which permits borrowings up to $400 million, collectively.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the Federal Funds Rate plus 0.45%. Borrowings are payable 30 days after such
loan is executed. The Fund also pays a commitment fee equal to its pro rata
share of the average unutilized amount of the credit facility at a rate of 0.08%
per annum.
The Fund had no borrowings outstanding during the period ended July 31, 2000.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of Oppenheimer Trinity Value Fund:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Oppenheimer Trinity Value Fund as of July 31,
2000, and the related statement of operations, statement of changes in net
assets and financial highlights for the period from September 1, 1999
(commencement of operations) to July 31, 2000. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2000, by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Oppenheimer Trinity Value Fund as of July 31, 2000, and the results of its
operations, the changes in its net assets and financial highlights for the
period from September 1, 1999 (commencement of operations) to July 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
August 21, 2000
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS July 31, 2000
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 96.4%
-------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS - 3.4%
-------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 2.4%
-------------------------------------------------------------------------------------------------------------------------
Dow Chemical Co. 2,900 $ 83,375
-------------------------------------------------------------------------------------------------------------------------
Du Pont (E.I.) de Nemours & Co. 900 40,781
----------------
124,156
-------------------------------------------------------------------------------------------------------------------------
PAPER - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Westvaco Corp. 1,900 52,131
-------------------------------------------------------------------------------------------------------------------------
CAPITAL GOODS - 8.0%
-------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE - 1.1%
-------------------------------------------------------------------------------------------------------------------------
TRW, Inc. 1,300 58,419
-------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.8%
-------------------------------------------------------------------------------------------------------------------------
Rockwell International Corp. 1,200 42,075
-------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 6.1%
-------------------------------------------------------------------------------------------------------------------------
Bemis Co., Inc. 800 27,500
-------------------------------------------------------------------------------------------------------------------------
Crane Co. 1,400 30,800
-------------------------------------------------------------------------------------------------------------------------
Danaher Corp. 300 15,281
-------------------------------------------------------------------------------------------------------------------------
Deere & Co. 1,700 65,556
-------------------------------------------------------------------------------------------------------------------------
Parker-Hannifin Corp. 200 7,112
-------------------------------------------------------------------------------------------------------------------------
Tektronix, Inc. 300 18,450
-------------------------------------------------------------------------------------------------------------------------
Temple-Inland, Inc. 1,000 43,437
-------------------------------------------------------------------------------------------------------------------------
Tyco International Ltd. 1,500 80,250
-------------------------------------------------------------------------------------------------------------------------
United Technologies Corp. 600 35,025
----------------
323,411
-------------------------------------------------------------------------------------------------------------------------
COMMUNICATION SERVICES - 9.3%
-------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-LONG DISTANCE - 5.5%
-------------------------------------------------------------------------------------------------------------------------
AT&T Corp. 2,900 89,719
-------------------------------------------------------------------------------------------------------------------------
Sprint Corp. (Fon Group) 3,200 114,000
-------------------------------------------------------------------------------------------------------------------------
Verizon Communications 1,600 75,200
-------------------------------------------------------------------------------------------------------------------------
WorldCom, Inc. (1) 300 11,719
----------------
290,638
-------------------------------------------------------------------------------------------------------------------------
TELEPHONE UTILITIES - 3.8%
-------------------------------------------------------------------------------------------------------------------------
BellSouth Corp. 1,900 75,644
-------------------------------------------------------------------------------------------------------------------------
SBC Communications, Inc. 3,000 127,687
----------------
203,331
-------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS - 9.2%
-------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Ford Motor Co. 1,100 51,219
-------------------------------------------------------------------------------------------------------------------------
Fortune Brands, Inc. 2,400 54,000
-------------------------------------------------------------------------------------------------------------------------
General Motors Corp. 1,200 68,325
-------------------------------------------------------------------------------------------------------------------------
Whirlpool Corp. 2,100 90,694
----------------
264,238
-------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Marriott International, Inc., Cl. A 1,500 60,000
-------------------------------------------------------------------------------------------------------------------------
MEDIA - 0.5%
-------------------------------------------------------------------------------------------------------------------------
Meredith Corp. 800 25,450
</TABLE>
9 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Retail: General - 1.2%
-------------------------------------------------------------------------------------------------------------------------
Sears Roebuck & Co. 2,100 $ 62,737
-------------------------------------------------------------------------------------------------------------------------
RETAIL: SPECIALTY - 1.4%
-------------------------------------------------------------------------------------------------------------------------
Target Corp. 2,600 75,400
-------------------------------------------------------------------------------------------------------------------------
CONSUMER STAPLES - 5.0%
-------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT - 0.7%
-------------------------------------------------------------------------------------------------------------------------
McDonald's Corp. 1,200 37,800
-------------------------------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS - 1.0%
-------------------------------------------------------------------------------------------------------------------------
CVS Corp. 1,400 55,212
-------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD GOODS - 3.3%
-------------------------------------------------------------------------------------------------------------------------
Kimberly-Clark Corp. 1,000 57,437
-------------------------------------------------------------------------------------------------------------------------
Procter & Gamble Co. 2,100 119,437
----------------
176,874
-------------------------------------------------------------------------------------------------------------------------
ENERGY - 11.4%
-------------------------------------------------------------------------------------------------------------------------
ENERGY SERVICES - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Halliburton Co. 500 23,062
-------------------------------------------------------------------------------------------------------------------------
Schlumberger Ltd. 300 22,181
-------------------------------------------------------------------------------------------------------------------------
Transocean Sedco Forex, Inc. 300 14,850
----------------
60,093
-------------------------------------------------------------------------------------------------------------------------
OIL: DOMESTIC - 8.6%
-------------------------------------------------------------------------------------------------------------------------
Apache Corp. 200 9,950
-------------------------------------------------------------------------------------------------------------------------
Burlington Resources, Inc. 1,200 39,150
-------------------------------------------------------------------------------------------------------------------------
Chevron Corp. 800 63,200
-------------------------------------------------------------------------------------------------------------------------
Exxon Mobil Corp. 3,300 264,000
-------------------------------------------------------------------------------------------------------------------------
Kerr-McGee Corp. 200 10,975
-------------------------------------------------------------------------------------------------------------------------
ONEOK, Inc. 600 16,012
-------------------------------------------------------------------------------------------------------------------------
Texaco, Inc. 1,000 49,437
----------------
452,724
-------------------------------------------------------------------------------------------------------------------------
OIL: INTERNATIONAL - 1.7%
-------------------------------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares 1,500 87,375
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL - 29.0%
-------------------------------------------------------------------------------------------------------------------------
BANKS - 15.4%
-------------------------------------------------------------------------------------------------------------------------
Bank of America Corp. 1,500 71,062
-------------------------------------------------------------------------------------------------------------------------
BB&T Corp. 4,200 104,737
-------------------------------------------------------------------------------------------------------------------------
Firstar Corp. 2,400 47,400
-------------------------------------------------------------------------------------------------------------------------
J.P. Morgan & Co., Inc. 1,000 133,500
-------------------------------------------------------------------------------------------------------------------------
Northern Trust Corp. 1,400 104,825
-------------------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc. 2,400 114,900
-------------------------------------------------------------------------------------------------------------------------
U.S. Bancorp 3,700 70,994
-------------------------------------------------------------------------------------------------------------------------
Wells Fargo Co. 4,000 165,250
----------------
812,668
-------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 11.6%
-------------------------------------------------------------------------------------------------------------------------
American Express Co. 2,100 119,044
-------------------------------------------------------------------------------------------------------------------------
Citigroup, Inc. 4,200 296,362
-------------------------------------------------------------------------------------------------------------------------
Fannie Mae 2,700 134,663
-------------------------------------------------------------------------------------------------------------------------
Freddie Mac 1,100 43,381
-------------------------------------------------------------------------------------------------------------------------
Synovus Financial Corp. 1,000 18,000
----------------
611,450
</TABLE>
10 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
MARKET VALUE
SHARES SEE NOTE 1
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Insurance - 2.0%
-------------------------------------------------------------------------------------------------------------------------
American International Group, Inc. 900 $ 78,919
-------------------------------------------------------------------------------------------------------------------------
Torchmark Corp. 1,100 27,363
----------------
106,282
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE - 3.5%
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/DRUGS - 2.2%
-------------------------------------------------------------------------------------------------------------------------
Pharmacia Corp. 1,038 56,831
-------------------------------------------------------------------------------------------------------------------------
UnitedHealth Group, Inc. 700 57,269
----------------
114,100
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 1.3%
-------------------------------------------------------------------------------------------------------------------------
Biomet, Inc. 500 22,375
-------------------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp. (1) 3,500 20,781
-------------------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp. 900 27,394
----------------
70,550
-------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY - 9.7%
-------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE - 5.6%
-------------------------------------------------------------------------------------------------------------------------
Apple Computer, Inc. (1) 1,100 55,894
-------------------------------------------------------------------------------------------------------------------------
Compaq Computer Corp. 3,800 106,638
-------------------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co. 700 76,431
-------------------------------------------------------------------------------------------------------------------------
Pitney Bowes, Inc. 1,700 58,863
----------------
297,826
-------------------------------------------------------------------------------------------------------------------------
ELECTRONICS - 3.1%
-------------------------------------------------------------------------------------------------------------------------
Advanced Micro Devices, Inc. (1) 900 64,744
-------------------------------------------------------------------------------------------------------------------------
Molex, Inc. 900 42,342
-------------------------------------------------------------------------------------------------------------------------
Motorola, Inc. 900 29,756
-------------------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc. (1) 500 26,969
----------------
163,811
-------------------------------------------------------------------------------------------------------------------------
PHOTOGRAPHY - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Eastman Kodak Co. 900 49,388
-------------------------------------------------------------------------------------------------------------------------
Xerox Corp. 300 4,463
----------------
53,851
-------------------------------------------------------------------------------------------------------------------------
UTILITIES - 7.9%
-------------------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES - 3.1%
-------------------------------------------------------------------------------------------------------------------------
AES Corp. (The) (1) 1,400 74,813
-------------------------------------------------------------------------------------------------------------------------
Duke Energy Corp. 1,400 86,363
----------------
161,176
-------------------------------------------------------------------------------------------------------------------------
GAS UTILITIES - 4.8%
-------------------------------------------------------------------------------------------------------------------------
El Paso Energy Corp. 200 9,675
-------------------------------------------------------------------------------------------------------------------------
Enron Corp. 2,100 154,613
-------------------------------------------------------------------------------------------------------------------------
Sempra Energy 4,900 91,875
----------------
256,163
----------------
Total Common Stocks (Cost $5,082,045) 5,099,941
</TABLE>
11 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS Continued
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc.,
6.53%, dated 7/31/00, to be repurchased at $265,048 on
8/1/00, collateralized by U.S. Treasury Nts., 4.25%-7.875%,
8/31/00--8/15/09, with a value of $193,589 and U.S. Treasury
Bonds, 5.25%--14%, 8/15/03--11/15/28, with a value of
$77,326 (Cost $265,000) $ 265,000 $ 265,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $5,347,045) 101.4% 5,364,941
-------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.4) (71,941)
--------------- -----------
NET ASSETS 100.0% $5,293,000
=============== ===========
</TABLE>
1. Non-income-producing security.
See accompanying Notes to Financial Statements.
12 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES July 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C>
Investments, at value (cost $5,347,045) - see accompanying statement $5,364,941
-------------------------------------------------------------------------------------------------------------------------------
Cash 1,343
-------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold 20,884
Interest 4,168
Investments sold 3,869
Other 4
-----------------
Total assets 5,395,209
-------------------------------------------------------------------------------------------------------------------------------
LIABILITIES Payables and other liabilities:
Investments purchased 73,491
Shares of beneficial interest redeemed 19,672
Distribution and service plan fees 2,389
Shareholder reports 1,775
Transfer and shareholder servicing agent fees 171
Trustees' compensation 95
Other 4,616
-----------------
Total liabilities 102,209
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $5,293,000
=================
-------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Paid-in capital $5,330,493
-------------------------------------------------------------------------------------------------------------------------------
Undistributed net investment income 5,131
-------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 17,896
-----------------
Net assets $5,293,000
=================
</TABLE>
13 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES Continued
-------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
Class A Shares:
<S> <C>
Net asset value and redemption price per share (based on net assets of
$3,797,560 and 398,732 shares of beneficial interest outstanding) $9.52
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $10.10
-------------------------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $643,078
and 68,050 shares of beneficial interest outstanding) $9.45
-------------------------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $851,409
and 88,928 shares of beneficial interest outstanding) $9.57
-------------------------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $953 and 100 shares of beneficial interest outstanding) $9.53
</TABLE>
See accompanying Notes to Financial Statements.
14 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Period from September 1, 1999
(commencement of operations) to July 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S> <C>
Dividends $51,860
-------------------------------------------------------------------------------------------------------------------------------
Interest 8,116
-----------------
Total income 59,976
-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees 22,550
-------------------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 2,769
Class B 2,132
Class C 2,359
-------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 1,660
Class B 184
Class C 210
Class Y --
-------------------------------------------------------------------------------------------------------------------------------
Shareholder reports 8,989
-------------------------------------------------------------------------------------------------------------------------------
Registration and filing fees 4,040
-------------------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees 1,727
-------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 1,655
-------------------------------------------------------------------------------------------------------------------------------
Insurance expense 1,264
-------------------------------------------------------------------------------------------------------------------------------
Trustees' compensation 122
-------------------------------------------------------------------------------------------------------------------------------
Other 197
-----------------
Total expenses 49,858
Less expenses paid indirectly (1,654)
-----------------
Net expenses 48,204
-------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 11,772
-------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments 17,896
-----------------
Net realized and unrealized loss (42,624)
--------------------------------------------------------------------------------------------------------------=================
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ($30,852)
=================
</TABLE>
See accompanying Notes to Financial Statements.
15 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
PERIOD ENDED
JULY 31, 2000(1)
-------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
<S> <C>
Net investment income $ 11,772
-------------------------------------------------------------------------------------------------------------------------------
Net realized loss (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 17,896
-----------------
Net decrease in net assets resulting from operations (30,852)
-------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment
income:
Class A (7,408)
Class B (185)
Class C (1)
Class Y (4)
-------------------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from
beneficial interest transactions:
Class A 3,769,200
Class B 630,688
Class C 828,562
Class Y --
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
Total increase 5,190,000
-------------------------------------------------------------------------------------------------------------------------------
Beginning of period 103,000 (2)
-----------------
End of period (including undistributed net investment
income of $5,131 for the period ended July 31, 2000) $5,293,000
=================
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to July
31, 2000.
2. Reflects the value of the Manager's initial seed money investment at
August 18, 1999.
See accompanying Notes to Financial Statements.
16 Oppenheimer Trinity Value Fund
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
CLASS A CLASS B CLASS C CLASS Y
------------------ ----------------- ----------------- -----------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1) JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00 $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .05 .01 (.02) .07
Net realized and unrealized loss (.50) (.53) (.41) (.50)
------------------ ----------------- ----------------- -----------------
Total loss from investment operations (.45) (.52) (.43) (.43)
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.03) -- (2) (.04)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.52 $9.45 $9.57 $9.53
================== ================= ================= =================
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (4.50)% (5.18)% (4.27)% (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $3,798 $643 $851 $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,802 $235 $260 $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss) 0.52% (0.36)% (0.36)% 0.62%
Expenses 1.53% 2.41% 2.41% 1.42%
Expenses, net of indirect expenses 1.47% 2.35% 2.35% 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 285% 285% 285% 285%
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or commencement of operations), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
4. Annualized for periods of less than one full year.
See accompanying Notes to Financial Statements.
17 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Trinity Value Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund's investment objective is to seek long-term growth of capital. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold at their offering price, which is normally net asset value plus a front-end
sales charge. Class B and Class C shares are sold without a front-end sales
charge but may be subject to a contingent deferred sales charge (CDSC). Class Y
shares are sold to certain institutional investors without either a front-end
sales charge or a CDSC. All classes of shares have identical rights to earnings,
assets and voting privileges, except that each class has its own expenses
directly attributable to that class and exclusive voting rights with respect to
matters affecting that class. Classes A, B and C have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares. Class B
shares will automatically convert to Class A shares six years after the date of
purchase. The following is a summary of significant accounting policies
consistently followed by the Fund.
SECURITIES VALUATION Securities listed or traded on National Stock Exchanges or
other domestic or foreign exchanges are valued based on the last sale price of
the security traded on that exchange prior to the time when the Fund's assets
are valued. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees, or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
REPURCHASE AGREEMENTS The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
FEDERAL TAXES The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required. As of July 31, 2000, the
Fund had available for federal income tax purposes an unused capital loss
carryover as follows:
EXPIRING
--------------
2008 $60,520
TRUSTEES' COMPENSATION The Fund has adopted an unfunded retirement plan for the
Fund's independent Board of Trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service.
The Board of Trustees has adopted a deferred compensation plan for independent
trustees that enables trustees to elect to defer receipt of all or a portion of
annual compensation they are entitled to receive from the Fund. Under the plan,
the compensation deferred is periodically adjusted as though an equivalent
amount had been invested for the Board of Trustees in shares of one or more
Oppenheimer funds selected by the trustee. The amount paid to the Board of
Trustees under the plan will be determined based upon the performance of the
selected funds. Deferral of trustees' fees under the plan will not affect the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.
18 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
1. SIGNIFICANT ACCOUNTING POLICIES Continued
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from its
ultimate characterization for federal income tax purposes. Also, due to timing
of dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
The Fund adjusts the classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax regulations. Accordingly, during the period ended
July 31, 2000, amounts have been reclassified to reflect a decrease in paid-in
capital of $957. Undistributed net investment income was increased by the same
amount. Net assets of the Fund were unaffected by the reclassifications.
EXPENSE OFFSET ARRANGEMENTS Expenses paid indirectly represent a reduction of
custodian fees for earnings on cash balances maintained by the Fund.
OTHER Investment transactions are accounted for as of trade date and dividend
income is recorded on the ex-dividend date. Certain dividends from foreign
securities will be recorded as soon as the Fund is informed of the dividend if
such information is obtained subsequent to the ex-dividend date. Realized gains
and losses on investments and unrealized appreciation and depreciation are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
19 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of beneficial
interest of each class. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
PERIOD ENDED JULY 31, 2000(1)
SHARES AMOUNT
<S> <C> <C>
----------------------------------------------------------------------------------------
CLASS A
Sold 436,509 $4,185,851
Dividends and/or distributions reinvested 120 1,147
Redeemed (47,897) (417,798)
-------- ----------
Net increase 388,732 $3,769,200
======== ==========
----------------------------------------------------------------------------------------
CLASS B
Sold 78,094 $ 727,466
Dividends and/or distributions reinvested 19 182
Redeemed (10,163) (96,960)
-------- ----------
Net increase 67,950 $ 630,688
======== ==========
----------------------------------------------------------------------------------------
CLASS C
Sold 91,083 $ 850,172
Dividends and/or distributions reinvested -- --
Redeemed (2,255) (21,610)
-------- ----------
Net increase 88,828 $ 828,562
======== ==========
----------------------------------------------------------------------------------------
CLASS Y
Sold -- $ --
Dividends and/or distributions reinvested -- --
Redeemed -- --
-------- ---------
Net increase -- $ --
======== =========
</TABLE>
1. For the period from September 1, 1999 (commencement of operations) to
July 31, 2000.
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the period ended July 31, 2000, were
$14,545,705 and $9,403,139, respectively.
As of July 31, 2000, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $5,347,045 was:
<TABLE>
<S> <C>
Gross unrealized appreciation $274,178
Gross unrealized depreciation (256,282)
--------
Net unrealized appreciation $ 17,896
========
</TABLE>
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee of 0.75% of
the first $200 million of average annual net assets of the Fund, 0.72% of the
next $200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, and 0.60% of average annual net assets in excess of $800 million. The
Fund's management fee for the period ended July 31, 2000 was an annualized rate
of 0.75%, before any waiver by the Manager if applicable.
20 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES CONTINUED
TRANSFER AGENT FEES OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund on an
"at-cost" basis. OFS also acts as the transfer and shareholder servicing agent
for the other Oppenheimer funds.
SUB-ADVISOR FEES The Manager pays Trinity Investment Management Corporation (the
Sub-Advisor) based on the fee schedule set forth in the Prospectus. For the
period ended July 31, 2000, the Manager paid $6,458 to the Sub-Advisor.
DISTRIBUTION AND SERVICE PLAN FEES Under its General Distributor's Agreement
with the Manager, the Distributor acts as the Fund's principal underwriter in
the continuous public offering of the different classes of shares of the Fund.
The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.
<TABLE>
<CAPTION>
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
AGGREGATE CLASS A FRONT-END COMMISSIONS ON COMMISSIONS ON COMMISSIONS ON
FRONT-END SALES SALES CHARGES CLASS A SHARES CLASS B SHARES CLASS C SHARES
CHARGES ON CLASS RETAINED BY ADVANCED BY ADVANCED BY ADVANCED BY
PERIOD ENDED A SHARES DISTRIBUTOR DISTRIBUTOR(1) DISTRIBUTOR(1) DISTRIBUTOR(1)
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
July 31, 2000 $10,091 $2,654 $1,281 $18,872 $6,991
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
</TABLE>
1. THE DISTRIBUTOR ADVANCES COMMISSION PAYMENTS TO DEALERS FOR CERTAIN
SALES OF CLASS A SHARES AND FOR SALES OF CLASS B AND CLASS C SHARES FROM
ITS OWN RESOURCES AT THE TIME OF SALE.
<TABLE>
<CAPTION>
---------------------- ------------------------------ ---------------------------- ---------------------------
CLASS A CONTINGENT DEFERRED CLASS B CONTINGENT CLASS C CONTINGENT
SALES CHARGES RETAINED BY DEFERRED SALES CHARGES DEFERRED SALES CHARGES
PERIOD ENDED DISTRIBUTOR RETAINED BY DISTRIBUTOR RETAINED BY DISTRIBUTOR
----------------------- ------------------------------ ---------------------------- ---------------------------
<S> <C> <C> <C>
July 31, 2000 $-- $1,041 $--
----------------------- ------------------------------ ---------------------------- ---------------------------
</TABLE>
The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B and Class C shares under Rule 12b-1 of the Investment
Company Act. Under those plans the Fund pays the Distributor for all or a
portion of its costs incurred in connection with the distribution and/or
servicing of the shares of the particular class.
CLASS A SERVICE PLAN FEES Under the Class A service plan, the Distributor
currently uses the fees it receives from the Fund to pay brokers, dealers and
other financial institutions. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of Class A
shares purchased. The Distributor makes payments to plan recipients quarterly at
an annual rate not to exceed 0.25% of the average annual net assets consisting
of Class A shares of the Fund. For the period ended July 31, 2000, payments
under the Class A plan totaled $2,769 prior to Manager waivers if applicable,
all of which were paid by the Distributor to recipients. Any unreimbursed
expenses the Distributor incurs with respect to Class A shares in any fiscal
year cannot be recovered in subsequent years.
CLASS B AND CLASS C DISTRIBUTION AND SERVICE PLAN FEES Under each plan, service
fees and distribution 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 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 under
the plan during the period for which the fee is paid.
The Distributor retains the asset-based sales charge on Class B shares. The
Distributor retains the asset-based sales charge on Class C shares during the
first year the shares are outstanding. The asset-based sales charges on Class B
and Class C shares allow investors to buy shares without a front-end sales
charge while allowing the Distributor to compensate dealers that sell those
shares.
21 Oppenheimer Trinity Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
The Distributor's actual expenses in selling Class B and Class C shares may be
more than the payments it receives from the contingent deferred sales charges
collected on redeemed shares and asset-based sales charges from the Fund under
the plans. If any 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 distributing shares before the plan was terminated. The plans
allow for the carry-forward of distribution expenses, to be recovered from
asset-based sales charges in subsequent fiscal periods.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
DISTRIBUTION FEES PAID TO THE DISTRIBUTOR FOR THE PERIOD ENDED JULY
31, 2000, WERE AS FOLLOWS:
----------------------------------------------------------------------------------------------------------------------
DISTRIBUTOR'S
DISTRIBUTOR'S AGGREGATE UNREIMBURSED EXPENSES
TOTAL PAYMENTS AMOUNT RETAINED BY UNREIMBURSED EXPENSES AS % OF NET ASSETS OF
UNDER PLAN DISTRIBUTOR UNDER PLAN CLASS
------------------- --------------------- ---------------------- ---------------------------- ------------------------
<S> <C> <C> <C> <C>
CLASS B PLAN $2,132 $1,988 $17,104 2.66%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
CLASS C PLAN 2,359 2,198 9,503 1.12
------------------- --------------------- ---------------------- ---------------------------- ------------------------
</TABLE>
5. BANK BORROWINGS
The Fund may borrow from a bank for temporary or emergency purposes including,
without limitation, funding of shareholder redemptions provided asset coverage
for borrowings exceeds 300%. The Fund has entered into an agreement which
enables it to participate with other Oppenheimer funds in an unsecured line of
credit with a bank, which permits borrowings up to $400 million, collectively.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the Federal Funds Rate plus 0.45%. Borrowings are payable 30 days after such
loan is executed. The Fund also pays a commitment fee equal to its pro rata
share of the average unutilized amount of the credit facility at a rate of 0.08%
per annum.
The Fund had no borrowings outstanding during the period ended July 31, 2000.
<PAGE>
<PAGE>
A-1
Appendix A
S&P 500/BARRA Value Index
11 Economic Sectors, 34 Industry Groups
Basic Materials Miscellaneous
Chemicals Miscellaneous
Forest Products
Metals
Technology
Computer Hardware
Consumer Staples Computer Software
Food/Bev/Tobacco Electronics
Household Products
Food & Drug Retail
Consumer Cyclicals
Retail/Merchandise
Health Care Entertainment
Drugs Building Materials
Hospital/Hospital Supply Lodging & Restaurant
Publishing
Consumer Durables
Retail/Clothing
Transportation
Automotive
Transportation
Auto Parts Finance
Consumer Finance
Money Center Banks
Insurance
Capital Goods Regional Banks
Electric Equipment
Aerospace
Machinery
Utilities
Telephones
Electric Utilities
Energy Gas & Water
Integrated Oils
Oil Products/Svcs
<PAGE>
Appendix B
OppenheimerFunds Special Sales Charge Arrangements and Waivers
In certain cases, the initial sales charge that applies to purchases of Class
A shares1 of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.2 That is
because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors.
Not all waivers apply to all funds. For example, waivers relating to
Retirement Plans do not apply to Oppenheimer municipal funds, because shares
of those funds are not available for purchase by or on behalf of retirement
plans. Other waivers apply only to shareholders of certain funds.
For the purposes of some of the waivers described below and in the Prospectus
and Statement of Additional Information of the applicable Oppenheimer funds,
the term "Retirement Plan" refers to the following types of plans:
(1) plans qualified under Sections 401(a) or 401(k) of the Internal Revenue
Code,
(2) non-qualified deferred compensation plans,
(3) employee benefit plans3
(4) Group Retirement Plans4
(5) 403(b)(7) custodial plan accounts
(6) Individual Retirement Accounts ("IRAs"), including traditional IRAs,
Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans
The interpretation of these provisions as to the applicability of a special
arrangement or waiver in a particular case is in the sole discretion of the
Distributor or the transfer agent (referred to in this document as the
"Transfer Agent") of the particular Oppenheimer fund. These waivers and
special arrangements may be amended or terminated at any time by a particular
fund, the Distributor, and/or OppenheimerFunds, Inc. (referred to in this
document as the "Manager").
Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.
--------------
1. Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
2. In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred
sales charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
3. An "employee benefit plan" means any plan or arrangement, whether or
not it is "qualified" under the Internal Revenue Code, under which Class A
shares of an Oppenheimer fund or funds are purchased by a fiduciary or
other administrator for the account of participants who are employees of a
single employer or of affiliated employers. These may include, for
example, medical savings accounts, payroll deduction plans or similar
plans. The fund accounts must be registered in the name of the fiduciary
or administrator purchasing the shares for the benefit of participants in
the plan.
4. The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members
of the group participating in (or who are eligible to participate in) the
plan purchase Class A shares of an Oppenheimer fund or funds through a
single investment dealer, broker or other financial institution designated
by the group. Such plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE
plans and 403(b) plans other than plans for public school employees. The
term "Group Retirement Plan" also includes qualified retirement plans and
non-qualified deferred compensation plans and IRAs that purchase Class A
shares of an Oppenheimer fund or funds through a single investment dealer,
broker or other financial institution that has made special arrangements
with the Distributor enabling those plans to purchase Class A shares at
net asset value but subject to the Class A contingent deferred sales
charge.
I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).
There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months of the end of the calendar month of their purchase, as
described in the Prospectus (unless a waiver described elsewhere in this
Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales
charge, the Distributor will pay the applicable commission described in the
Prospectus under "Class A Contingent Deferred Sales Charge."4 This waiver
provision applies to:
|_| Purchases of Class A shares aggregating $1 million or more.
|_| Purchases by a Retirement Plan (other than an IRA or 403(b)(7)
custodial plan) that:
(1) buys shares costing $500,000 or more, or
(2) has, at the time of purchase, 100 or more eligible employees or total
plan assets of $500,000 or more, or
(3) certifies to the Distributor that it projects to have annual plan
purchases of $200,000 or more.
|_| Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
purchases are made:
(1) through a broker, dealer, bank or registered investment adviser that
has made special arrangements with the Distributor for those
purchases, or
(2) by a direct rollover of a distribution from a qualified Retirement Plan
if the administrator of that Plan has made special arrangements
with the Distributor for those purchases.
|_| Purchases of Class A shares by Retirement Plans that have any of the
following record-keeping arrangements:
(1) The record keeping is performed by Merrill Lynch Pierce Fenner & Smith,
Inc. ("Merrill Lynch") on a daily valuation basis for the
Retirement Plan. On the date the plan sponsor signs the
record-keeping service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets invested in (a)
mutual funds, other than those advised or managed by Merrill
Lynch Asset Management, L.P. ("MLAM"), that are made available
under a Service Agreement between Merrill Lynch and the mutual
fund's principal underwriter or distributor, and (b) funds
advised or managed by MLAM (the funds described in (a) and (b)
are referred to as "Applicable Investments").
(2) The record keeping for the Retirement Plan is performed on a daily
valuation basis by a record keeper whose services are provided
under a contract or arrangement between the Retirement Plan and
Merrill Lynch. On the date the plan sponsor signs the record
keeping service agreement with Merrill Lynch, the Plan must
have $3 million or more of its assets (excluding assets
invested in money market funds) invested in Applicable
Investments.
(3) The record keeping for a Retirement Plan is handled under a service
agreement with Merrill Lynch and on the date the plan sponsor
signs that agreement, the Plan has 500 or more eligible
employees (as determined by the Merrill Lynch plan conversion
manager).
|_| Purchases by a Retirement Plan whose record keeper had a
cost-allocation agreement with the Transfer Agent on or before May
1, 1999.
<PAGE>
II. Waivers of Class A Sales Charges of Oppenheimer Funds
A. Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.
Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no commissions are paid by the Distributor on such
purchases):
|_| The Manager or its affiliates.
|_| Present or former officers, directors, trustees and employees (and
their "immediate families") of the Fund, the Manager and its
affiliates, and retirement plans established by them for their
employees. The term "immediate family" refers to one's spouse,
children, grandchildren, grandparents, parents, parents-in-law,
brothers and sisters, sons- and daughters-in-law, a sibling's
spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
relatives by virtue of a remarriage (step-children, step-parents,
etc.) are included.
|_| Registered management investment companies, or separate accounts of
insurance companies having an agreement with the Manager or the
Distributor for that purpose.
|_| Dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans
for their employees.
|_| Employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and
which are identified as such to the Distributor) or with the
Distributor. The purchaser must certify to the Distributor at the
time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor
children).
|_| Dealers, brokers, banks or registered investment advisors that have
entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular
investment products made available to their clients. Those clients
may be charged a transaction fee by their dealer, broker, bank or
advisor for the purchase or sale of Fund shares.
|_| Investment advisors and financial planners who have entered into an
agreement for this purpose with the Distributor and who charge an
advisory, consulting or other fee for their services and buy shares
for their own accounts or the accounts of their clients.
|_| "Rabbi trusts" that buy shares for their own accounts, if the purchases
are made through a broker or agent or other financial intermediary
that has made special arrangements with the Distributor for those
purchases.
|_| Clients of investment advisors or financial planners (that have entered
into an agreement for this purpose with the Distributor) who buy
shares for their own accounts may also purchase shares without sales
charge but only if their accounts are linked to a master account of
their investment advisor or financial planner on the books and
records of the broker, agent or financial intermediary with which
the Distributor has made such special arrangements . Each of these
investors may be charged a fee by the broker, agent or financial
intermediary for purchasing shares.
|_| Directors, trustees, officers or full-time employees of OpCap Advisors
or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for
those persons.
|_| Accounts for which Oppenheimer Capital (or its successor) is the
investment advisor (the Distributor must be advised of this
arrangement) and persons who are directors or trustees of the
company or trust which is the beneficial owner of such accounts.
|_| A unit investment trust that has entered into an appropriate agreement
with the Distributor.
|_| Dealers, brokers, banks, or registered investment advisers that have
entered into an agreement with the Distributor to sell shares to
defined contribution employee retirement plans for which the dealer,
broker or investment adviser provides administration services.
|_| Retirement Plans and deferred compensation plans and trusts used to
fund those plans (including, for example, plans qualified or created
under sections 401(a), 401(k), 403(b) or 457 of the Internal Revenue
Code), in each case if those purchases are made through a broker,
agent or other financial intermediary that has made special
arrangements with the Distributor for those purchases.
|_| A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
Advisors) whose Class B or Class C shares of a Former Quest for
Value Fund were exchanged for Class A shares of that Fund due to the
termination of the Class B and Class C TRAC-2000 program on November
24, 1995.
|_| A qualified Retirement Plan 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, if that
arrangement was consummated and share purchases commenced by
December 31, 1996.
B. 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 sales charges (and no commissions are paid by the Distributor on
such purchases):
|_| Shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party.
|_| Shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds
(other than Oppenheimer Cash Reserves) or unit investment trusts for
which reinvestment arrangements have been made with the Distributor.
|_| Shares purchased through a broker-dealer that has entered into a
special agreement with the Distributor to allow the broker's
customers to purchase and pay for shares of Oppenheimer funds using
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 qualification
for this waiver.
|_| Shares purchased with the proceeds of maturing principal units of any
Qualified Unit Investment Liquid Trust Series.
|_| Shares purchased by the reinvestment of loan repayments by a
participant in a Retirement Plan for which the Manager or an
affiliate acts as sponsor.
C. Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions.
The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
|_| To make Automatic Withdrawal Plan payments that are limited annually to
no more than 12% of the account value adjusted annually.
|_| Involuntary redemptions of shares by operation of law or involuntary
redemptions of small accounts (please refer to "Shareholder Account
Rules and Policies," in the applicable fund Prospectus).
|_| 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
(5) Under a Qualified Domestic Relations Order, as defined in the Internal
Revenue Code, or, in the case of an IRA, a divorce or
separation agreement described in Section 71(b) of the Internal
Revenue Code.
(6) To meet the minimum distribution requirements of the Internal Revenue
Code.
(7) To make "substantially equal periodic payments" as described in Section
72(t) of the Internal Revenue Code.
(8) For loans to participants or beneficiaries.
(9) Separation from service.6
(10) Participant-directed redemptions to purchase shares of a mutual
fund (other than a fund managed by the Manager or a subsidiary
of the Manager) if the plan has made special arrangements with
the Distributor.
(11) Plan termination or "in-service distributions," if the
redemption proceeds are rolled over directly to an
OppenheimerFunds-sponsored IRA.
|_| For distributions from Retirement Plans having 500 or more eligible
employees, except distributions due to termination of all of the
Oppenheimer funds as an investment option under the Plan.
|_| For distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing
this waiver.
III. Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer
Funds
The Class B, Class C and Class N contingent deferred sales charges will
not be applied to shares purchased in certain types of transactions or
redeemed in certain circumstances described below.
A. Waivers for Redemptions in Certain Cases.
The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_| Shares redeemed involuntarily, as described in "Shareholder Account
Rules and Policies," in the applicable Prospectus.
|_| Redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder, including a
trustee of a grantor trust or revocable living trust for which the
trustee is also the sole beneficiary. The death or disability must
have occurred after the account was established, and for disability
you must provide evidence of a determination of disability by the
Social Security Administration.
|_| Distributions from accounts for which the broker-dealer of record has
entered into a special agreement with the Distributor allowing this
waiver.
|_| Redemptions of Class B shares 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.
|_| Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
accounts of clients of financial institutions that have entered into
a special arrangement with the Distributor for this purpose.
|_| Redemptions requested in writing by a Retirement Plan sponsor of Class
C shares of an Oppenheimer fund in amounts of $1 million or more
held by the Retirement Plan for more than one year, if the
redemption proceeds are invested in Class A shares of one or more
Oppenheimer funds.
|_| Distributions from Retirement 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 in an Oppenheimer fund.
(2) To return excess contributions made to a participant's account.
(3) To return contributions made due to a mistake of fact.
(4) To make hardship withdrawals, as defined in the plan.7
(5) To make distributions required under a Qualified Domestic Relations
Order or, in the case of an IRA, a divorce or separation
agreement described in Section 71(b) of the Internal Revenue
Code.
(6) To meet the minimum distribution requirements of the Internal Revenue
Code.
(7) To make "substantially equal periodic payments" as described in Section
72(t) of the Internal Revenue Code.
(8) For loans to participants or beneficiaries.8
(9) On account of the participant's separation from service.9
(10) Participant-directed redemptions to purchase shares of a mutual fund
(other than a fund managed by the Manager or a subsidiary of the
Manager) offered as an investment option in a Retirement Plan if
the plan has made special arrangements with the Distributor.
(11) Distributions made on account of a plan termination or "in-service"
distributions, if the redemption proceeds are rolled over
directly to an OppenheimerFunds-sponsored IRA.
(12) Distributions from Retirement Plans having 500 or more eligible
employees, but excluding distributions made because of the
Plan's elimination as investment options under the Plan of all
of the Oppenheimer funds that had been offered.
(13) For distributions from a participant's account under an Automatic
Withdrawal Plan after the participant reaches age 59 1/2 , as long
as the aggregate value of the distributions does not exceed 10%
of the account's value, adjusted annually.
(14) Redemptions of Class B shares under an Automatic Withdrawal Plan for an
account other than a Retirement Plan, if the aggregate value of
the redeemed shares does not exceed 10% of the account's value,
adjusted annually.
|_| Redemptions of Class B shares or Class C shares under an
Automatic Withdrawal Plan from an account other than a Retirement
Plan if the aggregate value of the redeemed shares does not exceed
10% of the account's value annually.
B. Waivers for Shares Sold or Issued in Certain Transactions.
The contingent deferred sales charge is also waived on Class B, Class C and
Class N shares sold or issued in the following cases:
|_| Shares sold to the Manager or its affiliates.
|_| Shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager
or the Distributor for that purpose.
|_| Shares issued in plans of reorganization to which the Fund is a party.
|_| Shares sold to present or former officers, directors, trustees or
employees (and their "immediate families" as defined above in
Section I.A.) of the Fund, the Manager and its affiliates and
retirement plans established by them for their employees.
IV. Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer
Funds Who Were Shareholders of Former Quest for Value Funds
The initial and contingent deferred sales charge rates and waivers for Class
A, Class B and Class C shares described in the Prospectus or Statement of
Additional Information of the Oppenheimer funds are modified as described
below for certain persons who were shareholders of the former Quest for Value
Funds. To be eligible, those persons must have been shareholders on November
24, 1995, when OppenheimerFunds, Inc. became the investment advisor to those
former Quest for Value Funds. Those funds include:
<PAGE>
Oppenheimer Quest Value Fund, Inc. Oppenheimer Quest Small Cap Value
Fund
Oppenheimer Quest Balanced Value Fund Oppenheimer Quest Global Value Fund
Oppenheimer Quest Opportunity Value Fund
These arrangements also apply to shareholders of the following funds
when they merged (were reorganized) into various Oppenheimer funds on
November 24, 1995:
Quest for Value U.S. Government Income Quest for Value New York Tax-Exempt
Fund Fund
Quest for Value Investment Quality Income Quest for Value National Tax-Exempt
Fund Fund
Quest for Value Global Income Fund Quest for Value California
Tax-Exempt Fund
All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds." The waivers of initial and contingent
deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
|_| acquired by such shareholder pursuant to an exchange of shares of an
Oppenheimer fund that was one of the Former Quest for Value Funds,
or
|_| purchased by such shareholder by exchange of shares of another
Oppenheimer fund that were acquired pursuant to the merger of any of
the Former Quest for Value Funds into that other Oppenheimer fund on
November 24, 1995.
A. Reductions or Waivers of Class A Sales Charges.
|X| Reduced Class A Initial Sales Charge Rates for Certain
Former Quest for Value Funds Shareholders.
Purchases by Groups and Associations. The following table sets forth the
initial sales charge rates for Class A shares purchased by members of
"Associations" formed for any purpose other than the purchase of securities.
The rates in the table apply if that Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995.
--------------------------------------------------------------------------------
Initial Sales Initial Sales
Charge Charge Commission
Number of Eligible as a % as a % of Net as % of
Employees or Members of Offering Price Amount Invested Offering Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer 2.50% 2.56% 2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At least 10 but not 2.00% 2.04% 1.60%
more than 49
--------------------------------------------------------------------------------
For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.
Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.
|X| Waiver of Class A Sales Charges for Certain Shareholders. Class A
shares purchased by the following investors are not subject to any Class A
initial or contingent deferred sales charges:
|_| Shareholders who were shareholders of the AMA Family of Funds on
February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family
of Funds.
|_| Shareholders who acquired shares of any Former Quest for Value Fund by
merger of any of the portfolios of the Unified Funds.
|X| Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions. The Class A contingent deferred sales charge will not apply to
redemptions of Class A shares purchased by the following investors who were
shareholders of any Former Quest for Value Fund:
Investors who purchased Class A shares from a dealer that is or was not
permitted to receive a sales load or redemption fee imposed on a shareholder
with whom that dealer has a fiduciary relationship, under the Employee
Retirement Income Security Act of 1974 and regulations adopted under that law.
B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.
|X| Waivers for Redemptions of Shares Purchased Prior to March 6,
1995. In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, Class B or Class C shares of an
Oppenheimer fund. The shares must have been acquired by the merger of a
Former Quest for Value Fund into the fund or by exchange from an Oppenheimer
fund that was a Former Quest for Value Fund or into which such fund merged.
Those shares must have been purchased prior to March 6, 1995 in connection
with:
|_| withdrawals under an automatic withdrawal plan holding only either
Class B or Class C shares if the annual withdrawal does not
exceed 10% of the initial value of the account value, adjusted
annually, and
|_| liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum
value of such accounts.
|X| Waivers for Redemptions of Shares Purchased on or After March 6,
1995 but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
|_| redemptions following the death or disability of the shareholder(s) (as
evidenced by a determination of total disability by the U.S.
Social Security Administration);
|_| withdrawals under an automatic withdrawal plan (but only for Class B or
Class C shares) where the annual withdrawals do not exceed 10% of
the initial value of the account value; adjusted annually, and
|_| liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum
account value.
A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.
V. Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer
Funds Who Were Shareholders of Connecticut Mutual Investment Accounts, Inc.
The initial and contingent deferred sale charge rates and waivers for
Class A and Class B shares described in the respective Prospectus (or
this Appendix) of the following Oppenheimer funds (each is referred to as
a "Fund" in this section):
o Oppenheimer U. S. Government Trust,
o Oppenheimer Bond Fund,
o Oppenheimer Disciplined Value Fund and
o Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former
Connecticut Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc.
became the investment adviser to the Former Connecticut Mutual Funds:
Connecticut Mutual Liquid Account Connecticut Mutual Total Return
Account
Connecticut Mutual Government CMIA LifeSpan Capital
Securities Account Appreciation Account
Connecticut Mutual Income Account CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account CMIA Diversified Income Account
A. Prior Class A CDSC and Class A Sales Charge Waivers.
|_| Class A Contingent Deferred Sales Charge. Certain shareholders of
a Fund and the other Former Connecticut Mutual Funds are entitled to continue
to make additional purchases of Class A shares at net asset value without a
Class A initial sales charge, but subject to the Class A contingent deferred
sales charge that was in effect prior to March 18, 1996 (the "prior Class A
CDSC"). Under the prior Class A CDSC, if any of those shares are redeemed
within one year of purchase, they will be assessed a 1% contingent deferred
sales charge on an amount equal to the current market value or the original
purchase price of the shares sold, whichever is smaller (in such redemptions,
any shares not subject to the prior Class A CDSC will be redeemed first).
Those shareholders who are eligible for the prior Class A CDSC are:
(1) persons whose purchases of Class A shares of a Fund and other Former
Connecticut Mutual Funds were $500,000 prior to March 18, 1996, as
a result of direct purchases or purchases pursuant to the Fund's
policies on Combined Purchases or Rights of Accumulation, who
still hold those shares in that Fund or other Former Connecticut
Mutual Funds, and
(2) persons whose intended purchases under a Statement of Intention entered
into prior to March 18, 1996, with the former general distributor
of the Former Connecticut Mutual Funds to purchase shares valued
at $500,000 or more over a 13-month period entitled those persons
to purchase shares at net asset value without being subject to the
Class A initial sales charge.
Any of the Class A shares of a Fund and the other Former Connecticut
Mutual Funds that were purchased at net asset value prior to March 18, 1996,
remain subject to the prior Class A CDSC, or if any additional shares are
purchased by those shareholders at net asset value pursuant to this
arrangement they will be subject to the prior Class A CDSC.
|_| Class A Sales Charge Waivers. Additional Class A shares of a Fund
may be purchased without a sales charge, by a person who was in one (or more)
of the categories below and acquired Class A shares prior to March 18, 1996,
and still holds Class A shares:
(1) any purchaser, provided the total initial amount invested in the Fund
or any one or more of the Former Connecticut Mutual Funds
totaled $500,000 or more, including investments made pursuant
to the Combined Purchases, Statement of Intention and Rights of
Accumulation features available at the time of the initial
purchase and such investment is still held in one or more of
the Former Connecticut Mutual Funds or a Fund into which such
Fund merged;
(2) any participant in a qualified plan, provided that the total initial
amount invested by the plan in the Fund or any one or more of
the Former Connecticut Mutual Funds totaled $500,000 or more;
(3) Directors of the Fund or any one or more of the Former Connecticut
Mutual Funds and members of their immediate families;
(4) employee benefit plans sponsored by Connecticut Mutual Financial
Services, L.L.C. ("CMFS"), the prior distributor of the Former
Connecticut Mutual Funds, and its affiliated companies;
(5) one or more members of a group of at least 1,000 persons (and persons
who are retirees from such group) engaged in a common business,
profession, civic or charitable endeavor or other activity, and
the spouses and minor dependent children of such persons,
pursuant to a marketing program between CMFS and such group;
and
(6) an institution acting as a fiduciary on behalf of an individual or
individuals, if such institution was directly compensated by
the individual(s) for recommending the purchase of the shares
of the Fund or any one or more of the Former Connecticut Mutual
Funds, provided the institution had an agreement with CMFS.
Purchases of Class A shares made pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former Connecticut Mutual Funds described
above.
Additionally, Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable annuity contract issued in New York State
by Connecticut Mutual Life Insurance Company through the Panorama Separate
Account which is beyond the applicable surrender charge period and which was
used to fund a qualified plan, if that holder exchanges the variable annuity
contract proceeds to buy Class A shares of the Fund.
B. Class A and Class B Contingent Deferred Sales Charge Waivers.
In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut
Mutual Fund provided that the Class A or Class B shares of the Fund to be
redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut
Mutual Fund. Additionally, the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:
(1) by the estate of a deceased shareholder;
(2) upon the disability of a shareholder, as defined in Section 72(m)(7) of
the Internal Revenue Code;
(3) for retirement distributions (or loans) to participants or
beneficiaries from retirement plans qualified under Sections 401(a)
or 403(b)(7)of the Code, or from IRAs, deferred compensation plans
created under Section 457 of the Code, or other employee benefit
plans;
(4) as tax-free returns of excess contributions to such retirement or
employee benefit plans;
(5) in whole or in part, in connection with shares sold to any state,
county, or city, or any instrumentality, department, authority, or
agency thereof, that is prohibited by applicable investment laws
from paying a sales charge or commission in connection with the
purchase of shares of any registered investment management
company;
(6) in connection with the redemption of shares of the Fund due to a
combination with another investment company by virtue of a merger,
acquisition or similar reorganization transaction;
(7) in connection with the Fund's right to involuntarily redeem or
liquidate the Fund;
(8) in connection with automatic redemptions of Class A shares and Class B
shares in certain retirement plan accounts pursuant to an
Automatic Withdrawal Plan but limited to no more than 12% of the
original value annually; or
(9) as involuntary redemptions of shares by operation of law, or under
procedures set forth in the Fund's Articles of Incorporation, or
as adopted by the Board of Directors of the Fund.
VI. Special Reduced Sales Charge for Former Shareholders of Advance America
Funds, Inc.
Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund and Oppenheimer Equity Income Fund
who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those
Oppenheimer funds on October 18, 1991, and who held shares of Advance America
Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII. Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
Convertible Securities Fund
Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of investors listed below who, prior to March 11, 1996,
owned shares of the Fund's then-existing Class A and were permitted to
purchase those shares at net asset value without sales charge:
|_| the Manager and its affiliates,
|_| present or former officers, directors, trustees and employees (and
their "immediate families" as defined in the Fund's Statement of
Additional Information) of the Fund, the Manager and its affiliates,
and retirement plans established by them or the prior investment
advisor of the Fund for their employees,
|_| registered management investment companies or separate accounts of
insurance companies that had an agreement with the Fund's prior
investment advisor or distributor for that purpose,
|_| dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans
for their employees,
|_| employees and registered representatives (and their spouses) of dealers
or brokers described in the preceding section or financial
institutions that have entered into sales arrangements with those
dealers or brokers (and whose identity is made known to the
Distributor) or with the Distributor, but only if the purchaser
certifies to the Distributor at the time of purchase that the
purchaser meets these qualifications,
|_| dealers, brokers, or registered investment advisors that had entered
into an agreement with the Distributor or the prior distributor of
the Fund specifically providing for the use of Class M shares of the
Fund in specific investment products made available to their
clients, and
|_| dealers, brokers or registered investment advisors that had entered
into an agreement with the Distributor or prior distributor of the
Fund's shares to sell shares to defined contribution employee
retirement plans for which the dealer, broker, or investment advisor
provides administrative service.
<PAGE>
Oppenheimer Trinity Value FundSM
Internet Web Site:
www.oppenheimerfunds.com
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Sub-Advisor
Trinity Investment Management Corporation
301 North Spring Street
Bellefonte, Pennsylvania 16823
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian Bank
The Bank of New York
One Wall Street
New York, New York 10015
Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
890
PX0381.1100
<PAGE>
--------
1 No concession will be paid on sales of Class A shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan.
2 Ms. Macaskill and Mr. Griffiths are not Directors of Oppenheimer Money
Market Fund, Inc. Mr. Griffiths is not a Trustee of Oppenheimer Discovery
Fund.
3. In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
4 However, that commission will not be paid on purchases of shares in amounts
of $1 million or more (including any right of accumulation) by a Retirement
Plan that pays for the purchase with the redemption proceeds of Class C
shares of one or more Oppenheimer funds held by the Plan for more than one
year.
5 This provision does not apply to IRAs.
6 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
7 This provision does not apply to IRAs.
8 This provision does not apply to loans from 403(b)(7) custodial plans.
9 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
<PAGE>
OPPENHEIMER TRINITY VALUE FUND
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Declaration of Trust dated May 6, 1999: Filed with initial registration
statement, 6/1/99, and incorporated herein by reference.
(b) By-Laws: Filed Filed with Registrant's Pre-Effective Amendment No. 2,
8/25/99, and incorporated herein by reference.
(c) (i) Specimen Class A Share Certificate: Filed with initial
registration statement, 6/1/99, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Filed with initial
registration statement, 6/1/99, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Filed with initial
registration statement, 6/1/99, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Filed herewith.
(v) Specimen Class Y Share Certificate: Filed with initial
registration statement, 6/1/99, and incorporated herein by reference.
(d) (i) Investment Advisory Agreement dated August 16, 1999: Filed
with Registrant's Pre-Effective Amendment No 2, 8/25/99, and
incorporated herein by reference.
(ii) Sub-Advisory Agreement August 16, 1999: Filed with
Registrant's Pre-Effective Amendment No 2, 8/25/99, and incorporated
herein by reference.
(e) (i) General Distributor's Agreement dated August 16, 1999: Filed
with Registrant's Pre-Effective Amendment No 2, 8/25/99, and
incorporated herein by reference.
(ii) Form of Dealer Agreement of OppenheimerFunds Distributor,
Inc.: Filed with Registrant's Pre-Effective Amendment No. 2,
8/25/99, and incorporated herein by reference.
(iii) Form of OppenheimerFunds Distributor, Inc. Broker
Agreement: Filed with Registrant's Pre-Effective Amendment No. 2,
8/25/99, and incorporated herein by reference.
(iv) Form of OppenheimerFunds Distributor, Inc. Agency
Agreement: Filed with Registrant's Pre-Effective Amendment No.
2, 8/25/99, and incorporated herein by reference.
(f) Form of Deferred Compensation Plans for Disinterested
Trustees/Directors:
(i) Retirement Plan for Non-Interested Trustees or Directors dated June
7, 1990: Previously filed with Post-Effective Amendment No. 97 to
the Registration Statement of Oppenheimer Fund (File No. 2-14586),
8/30/90, refiled with Post-Effective Amendment No. 45 of Oppenheimer
Growth Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(ii) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Filed with Post-Effective Amendment No. 26 to
the Registration Statement of Oppenheimer Gold & Special Minerals
Fund (Reg. No. 2-82590), 10/28/98, and incorporated by reference.
(g) Custody Agreement dated August 15, 1999: Filed with Registrant's
Pre-Effective Amendment No 2, 8/25/99, and incorporated herein by
reference.
(h) Not applicable.
(i) Opinion and Consent of Counsel dated 8/19/99: Filed with
Registrant's Pre-Effective Amendment No 2, 8/25/99, and incorporated
herein by reference.
(j) Independent Auditors Consent: Filed with Registrant's Pre-Effective
Amendment No 2, 8/25/99, and incorporated herein by reference.
(k) Not applicable.
(l) Investment Letter dated 8/11/99 from OppenheimerFunds, Inc. to
Registrant: Filed with Registrant's Pre-Effective Amendment No 2,
8/25/99, and incorporated herein by reference.
(m) (i) Service Plan and Agreement for Class A shares dated August 16,
1999: Filed with Registrant's Pre-Effective Amendment No 2,
8/25/99, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement for Class B shares
dated August 16, 1999: Filed with Registrant's Pre-Effective
Amendment No 2, 8/25/99, and incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement for Class C
shares dated August 16, 1999: Filed with Registrant's
Pre-Effective Amendment No. 2, 8/25/99, and incorporated herein
by reference.
(iv) Distribution and Service Plan and Agreement for Class N
shares: Filed herewith.
(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/22/00: Previously filed with Post-Effective Amendment No. 62 to the
Registration Statement of Oppenheimer Money Market Fund, Inc. (Reg. No.
2-49887), 11/22/00, and incorporated herein by reference.
(o) Powers of Attorney for all Trustees/Directors and Officers (including
Certified Board Resolutions): Previously filed with Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer Emerging
Growth Fund (Reg. No. 333-44176), 10/5/00, and incorporated herein by
reference.
(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 1, 2000 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176), 8/21/00, and incorporated
herein by reference.
Item 24. - Persons Controlled by or Under Common Control with the Fund
None.
Item 25. - Indemnification
Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
Item 26. - Business and Other Connections of the Investment Adviser
(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it
and certain subsidiaries and affiliates act in the same capacity to other
investment companies, including without limitation those described in Parts A
and B hereof and listed in Item 26(b) below.
(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.
Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
Amy Adamshick,
Vice President Scudder Kemper Investments (July 1998 -
May 2000)
Charles E. Albers,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds (since April 1998);
a Chartered Financial Analyst.
Edward Amberger,
Assistant Vice President None.
Janette Aprilante,
Assistant Vice President None.
Victor Babin,
Senior Vice President None.
Bruce L. Bartlett,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
George Batejan,
Executive Vice President/
Chief Information Officer Formerly Senior Vice President (until May
1998).
Kevin Baum,
Assistant Vice President None.
Connie Bechtolt,
Assistant Vice President None.
Kathleen Beichert,
Vice President None.
Rajeev Bhaman,
Vice President None.
Mark Binning
Assistant Vice President None.
Robert J. Bishop,
Vice President Vice President of Mutual Fund Accounting
(since May 1996); an officer of other
Oppenheimer funds.
John R. Blomfield,
Vice President None.
Chad Boll,
Assistant Vice President None
Scott Brooks,
Vice President None.
Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division Formerly, Assistant Vice President of
Rochester Fund Services, Inc.
Michael A. Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial Asset Management
Corporation.
John Cardillo,
Assistant Vice President None.
Elisa Chrysanthis
Assistant Vice President None.
H.C. Digby Clements,
Vice President: Rochester Division None.
O. Leonard Darling,
Vice Chairman, Executive Vice
President and Chief Investment
Officer and Director Chairman of the Board and a director
(since June 1999) and Senior Managing
Director (since December 1998) of
HarbourView Asset Management Corporation;
a director (since March 2000) of OFI
Private Investments, Inc.; Trustee (1993)
of Awhtolia College - Greece; formerly
Chief Executive Officer of HarbourView
Asset Management Corporation (December
1998 - June 1999).
John Davis
Assistant Vice President EAB Financial (April 1998-February 1999).
Robert A. Densen,
Senior Vice President None.
Ruggero de'Rossi
Vice President Formerly, Chief Strategist at ING Barings
(July
1998 - March 2000).
Sheri Devereux,
Vice President None.
Max Dietshe
Vice President Deloitte & Touche LLP (1989-1999).
Craig P. Dinsell
Executive Vice President None.
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 (since
September 1995) and a director (since
August 1994) of HarbourView Asset
Management Corporation, Shareholder
Services, Inc., Shareholder Financial
Services, Inc. and Oppenheimer
Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March
2000), and of PIMCO Trust Company (since
May 2000); President and a director of
Centennial Asset Management Corporation
(since September 1995) and of Oppenheimer
Real Asset Management, Inc. (since July
1996); Vice President and a director
(since September 1997) of
OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc; a
director (since April 2000) of
OppenheimerFunds Legacy Program, a
charitable trust program established by
the Manager; General Counsel (since May
1996) and Secretary (since April 1997) of
Oppenheimer Acquisition Corp.; an officer
of other Oppenheimer funds.
Bruce Dunbar,
Vice President None.
John Eiler
Vice President None.
Daniel Engstrom,
Assistant Vice President None.
Armond Erpf
Assistant Vice President None.
George Evans,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Edward N. Everett,
Assistant Vice President None.
George Fahey,
Vice President None.
Leslie A. Falconio,
Vice President An officer and/or portfolio manager of certain
Oppenheimer funds (since 6/99).
Scott Farrar,
Vice President Assistant Treasurer of Oppenheimer
Millennium Funds plc (since October
1997); an officer of other Oppenheimer
funds.
Katherine P. Feld,
Vice President, Senior Counsel
and Secretary Vice President and Secretary of the
Distributor; Secretary and Director of
Centennial Asset Management Corporation;
Vice President and Secretary of
Oppenheimer Real Asset Management, Inc.;
Secretary of HarbourView Asset Management
Corporation, Oppenheimer Partnership
Holdings, Inc., Shareholder Financial
Services, Inc. and Shareholder Services,
Inc.
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.
David Foxhoven,
Assistant Vice President Formerly Manager, Banking Operations
Department (July 1996 - November 1998).
Colleen Franca,
Assistant Vice President None.
Crystal French
Vice President None.
Dan Gangemi,
Vice President None.
Subrata Ghose
Assistant Vice President Formerly, Equity Analyst at Fidelity
Investments (1995 - March 2000).
Charles Gilbert,
Assistant Vice President None.
Alan Gilston,
Vice President None.
Jill Glazerman,
Vice President None.
Paul Goldenberg,
Vice President Formerly, President of Advantageware
(September 1992 - September 1999).
Mikhail Goldverg
Assistant Vice President None.
Laura Granger,
Vice President Formerly, Portfolio Manager at Fortis
Advisors (July 1998-October 2000).
Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director Chief Financial Officer, Treasurer and
director of Oppenheimer Acquisition
Corp.; Executive Vice President of
HarbourView Asset Management Corporation;
President. Chief Executive Officer and
director of PIMCO Trust Company; director
of OppenheimerFunds, Legacy Program
(charitable trust program); Vice
President of OFI Private Investments,
Inc. and a Member and Fellow of the
Institute of Chartered Accountants.
Robert Grill,
Senior Vice President None.
Robert Guy,
Senior Vice President None.
Robert Haley,
Assistant Vice President None.
Kelly Haney,
Assistant Vice President None.
Thomas B. Hayes,
Vice President None.
Dennis Hess,
Assistant Vice President None.
Dorothy Hirshman,
Assistant Vice President None
Merryl Hoffman,
Vice President and
Senior Counsel None
Merrell Hora,
Assistant Vice President None.
Scott T. Huebl,
Vice President None.
Margaret Hui
Assistant Vice President Formerly Vice President - Syndications of
Sanwa Bank California (January 1998 -
September 1999).
James Hyland,
Assistant Vice President Formerly Manager of Customer Research for
Prudential Investments (February 1998 -
July 1999).
David Hyun,
Vice President Formerly portfolio manager, technology
analyst and research associate at Fred
Alger Management, Inc. (August 1993 -
June 2000).
Steve Ilnitzki,
Senior Vice President Formerly Vice President of Product
Management at Ameritrade (until March
2000).
Kathleen T. Ives,
Vice President None.
William Jaume,
Vice President Senior Vice President (since April 2000)
of HarbourView Asset Management
Corporation.
Frank Jennings,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Andrew Jordan,
Assistant Vice President None.
Deborah Kaback,
Vice President and
Senior Counsel Senior Vice President and Deputy General
Counsel of Oppenheimer Capital (April
1989-November 1999).
Lewis Kamman
Vice President Senior Consultant for Bell Atlantic
Network Integration, Inc. (June
1997-December 1998).
Jennifer Kane
Assistant Vice President None.
Lynn Oberist Keeshan
Senior Vice President Formerly (until March 1999) Vice
President, Business Development and
Treasury at Liz Claiborne, Inc.
Thomas W. Keffer,
Senior Vice President None.
Erica Klein,
Assistant Vice President None.
Walter Konops,
Assistant Vice President None.
Avram Kornberg,
Senior Vice President None.
Jimmy Kourkoulakos,
Assistant Vice President. None.
John Kowalik,
Senior Vice President An officer and/or portfolio manager for
certain OppenheimerFunds.
Joseph Krist,
Assistant Vice President None.
Christopher Leavy
Senior Vice President Vice President and Portfolio Manager at
Morgan Stanley Investment Management
(1997-September 2000) and an Analyst and
Portfolio Manager at Crestar Asset
Management (1995-1997).
Michael Levine,
Vice President None.
Shanquan Li,
Vice President None.
Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.
Malissa Lischin
Assistant Vice President Formerly Associate Manager, Investment
Management Analyst at Prudential (1996 -
March 2000).
David Mabry,
Vice President None.
Bridget Macaskill,
Chairman, Chief Executive Officer
and Director President, Chief Executive Officer and a
director (since March 2000) of OFI
Private Investments, Inc., an investment
adviser subsidiary of the Manager;
Chairman and a director of Shareholder
Services, Inc. (since August 1994) and
Shareholder Financial Services, Inc.
(since September 1995), transfer agent
subsidiaries of the Manager; President
(since September 1995) and a director
(since October 1990) of Oppenheimer
Acquisition Corp., the Manager's parent
holding company; President (since
September 1995) and a director (since
November 1989) of Oppenheimer Partnership
Holdings, Inc., a holding company
subsidiary of the Manager; President and
a director (since October 1997) of
OppenheimerFunds International Ltd., an
offshore fund management subsidiary of
the Manager and of Oppenheimer Millennium
Funds plc; a director of HarbourView
Asset Management Corporation (since July
1991) and of Oppenheimer Real Asset
Management, Inc. (since July 1996),
investment adviser subsidiaries of the
Manager; a director (since April 2000) of
OppenheimerFunds Legacy Program, a
charitable trust program established by
the Manager; a director of Prudential
Corporation plc (a U.K. financial service
company); President and a trustee of
other Oppenheimer funds; formerly
President of the Manager (June 1991 -
August 2000).
Steve Macchia,
Vice President None.
Marianne Manzolillo,
Assistant Vice President Formerly, Vice President for DLJ High
Yield Research Department (February 1993
- July 2000).
Luann Mascia,
Vice President None.
Philip T. Masterson,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Lisa Migan,
Assistant Vice President None.
Andrew J. Mika
Senior Vice President Formerly a Second Vice President for
Guardian Investments (June 1990 - October
1999).
Joy Milan
Assistant Vice President None.
Denis R. Molleur,
Vice President and
Senior Counsel None.
Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager
of certain Oppenheimer funds.
John Murphy,
President, Chief Operating
Officer and Director President of MassMutual Institutional
Funds and the MML Series Funds until
September 2000.
Kenneth Nadler,
Vice President None.
David Negri,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Ray Olson,
Assistant Vice President None.
Gina M. Palmieri,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds (since June
1999).
Frank Pavlak,
Vice President Formerly. Branch Chief of Investment
Company Examinations at U.S. Securities
and Exchange Commission (January 1981 -
December 1998).
James Phillips
Assistant Vice President None.
David Pellegrino
Vice President None.
Jane Putnam,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Michael Quinn,
Assistant Vice President None.
Heather Rabinowitz,
Assistant Vice President None.
Julie Radtke,
Vice President None.
Thomas Reedy,
Vice President Vice President (since April 1999) of
HarbourView Asset Management Corporation;
an officer and/or portfolio manager of
certain Oppenheimer funds.
John Reinhardt,
Vice President: Rochester Division None
David Robertson,
Senior Vice President Formerly, Director of Sales and Marketing
for Schroder Investment Management of
North America (March 1998 - March 2000).
Jeffrey Rosen,
Vice President None.
Marci Rossell,
Vice President and Corporate Economist Economist with
Federal Reserve Bank of Dallas (April
1996 - March 1999).
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 President and director of the
Distributor; Vice President (since March
2000) of OFI Private Investments, Inc.
Andrew Ruotolo
Executive Vice President President and director of Shareholder
Services, Inc.; formerly Chief Operations
Officer for American International Group
(August 1997-September 1999).
Rohit Sah,
Assistant Vice President None.
Valerie Sanders,
Vice President None.
Kenneth Schlupp
Assistant Vice President Assistant Vice President (since March
2000) of OFI Private Investments, Inc.
Jeff Schneider,
Vice President Formerly (until May 1999) Director,
Personal Decisions International.
Ellen Schoenfeld,
Vice President None.
Brooke Schulte,
Assistant Vice President None.
Allan Sedmak
Assistant Vice President None.
Jennifer Sexton,
Vice President None.
Martha Shapiro,
Assistant Vice President None.
Connie Song,
Assistant Vice President None.
Richard Soper,
Vice President None.
Keith Spencer,
Vice President None.
Cathleen Stahl,
Vice President Assistant Vice President & Manager of
Women & Investing Program.
Richard A. Stein,
Vice President: Rochester Division Assistant Vice President (since 1995) of
Rochester Capitol Advisors, L.P.
Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Jayne Stevlingson,
Vice President None.
Gregg Stitt,
Assistant Vice President None.
John Stoma,
Senior Vice President None.
Deborah Sullivan,
Assistant Vice President,
Assistant Counsel Formerly, Associate General Counsel,
Chief Compliance Officer, Corporate
Secretary and Vice President of Winmill &
Co. Inc. (formerly Bull & Bear Group,
Inc.), CEF Advisers, Inc. (formerly Bull
& Bear Advisers, Inc.), Investor Service
Center, Inc. and Midas Management
Corporation (November 1997 - March 2000).
Kevin Surrett,
Assistant Vice President Assistant Vice President of Product
Development
At Evergreen Investor Services, Inc.
(June 1995 -
May 1999).
Michael Sussman,
Assistant Vice President None.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or
Managing Partner of the Denver-based
Oppenheimer Funds; formerly, President
and Director of Centennial Asset
Management Corporation and Chairman of
the Board of Shareholder Services, Inc.
Susan Switzer,
Assistant Vice President None.
Anthony A. Tanner,
Vice President: Rochester Division None.
James Taylor,
Assistant Vice President None.
Paul Temple,
Vice President Formerly (until May 2000) Director of
Product Development at Prudential.
Angela Uttaro,
Assistant Vice President None.
Mark Vandehey,
Vice President None.
Maureen VanNorstrand,
Assistant Vice President None.
Annette Von Brandis,
Assistant Vice President None.
Phillip Vottiero,
Vice President Chief Financial officer for the Sovlink
Group (April 1996 - June 1999).
Teresa Ward,
Vice President None.
Jerry Webman,
Senior Vice President Senior Investment Officer, Director of
Fixed Income.
Barry Weiss,
Assistant Vice President Fitch IBCA (1996 - January 2000).
Christine Wells,
Vice President None.
Joseph Welsh,
Assistant Vice President None.
Catherine White,
Assistant Vice President Formerly, Assistant Vice President with
Gruntal & Co. LLC (September 1998 -
October 2000); member of the American
Society of Pension Actuaries (ASPA) since
1995.
William L. Wilby,
Senior Vice President Senior Investment Officer, Director of
International Equities; Senior Vice
President of HarbourView Asset Management
Corporation.
Donna Winn,
Senior Vice President Vice President (since March 2000) of OFI
Private Investments, Inc.
Philip Witkower,
Senior Vice President Formerly Vice President of Prudential Investments
(1993 - November 2000)
Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer (since March 1999) of HarbourView Asset
Management Corporation, Shareholder
Services, Inc., Oppenheimer Real
Asset Management Corporation,
Shareholder Financial Services, Inc.
and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments,
Inc. (since March 2000) and of
OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief
Financial Officer (since May 2000) of
PIMCO Trust Company; Assistant
Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. and of
Centennial Asset Management
Corporation; an officer of other
Oppenheimer funds; formerly Principal
and Chief Operating Officer, Bankers
Trust Company - Mutual Fund Services
Division (March 1995 - March 1999).
Carol Wolf,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds; serves on the
Board of Chinese Children Adoption
International Parents Council,
Supporters of Children, and the
Advisory Board of Denver Children's
Hospital Oncology Department.
Kurt Wolfgruber
Senior Vice President Senior Investment Officer, Director of
Domestic Equities; member of the
Investment Product Review Committee and
the Executive Committee of HarbourView
Asset Management Corporation; formerly
(until April 2000) a Managing Director
and Portfolio Manager at J.P. Morgan
Investment Management, Inc.
Caleb Wong,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds (since June
1999) .
Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel Assistant Secretary of Shareholder
Services, Inc. (since May 1985),
Shareholder Financial Services, Inc.
(since November 1989), OppenheimerFunds
International Ltd. and Oppenheimer
Millennium Funds plc (since October
1997); an officer of other Oppenheimer
funds.
Jill Zachman,
Assistant Vice President:
Rochester Division None.
Neal Zamore,
Vice President Director e-Commerce; formerly (until May
2000) Vice President at GE Capital.
Mark Zavanelli,
Assistant Vice President None.
Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999)
of HarbourView Asset Management
Corporation; Vice President of Centennial
Asset Management Corporation; an officer
and/or portfolio manager of certain
Oppenheimer funds.
Susan Zimmerman,
Vice President None.
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 Capital Preservation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth 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 Trinity Core Fund
Oppenheimer Trinity Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Quest/Rochester Funds
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Denver-based Oppenheimer Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Capital Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corp., Oppenheimer Partnership Holdings, Inc.,
Oppenheimer Acquisition Corp. and OFI Private Investments, Inc. is Two World
Trade Center, New York, New York 10048-0203.
The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, 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.
Item 27. Principal Underwriter
(a) OppenheimerFunds Distributor, Inc. is the Distributor of the
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc. is
the investment adviser, as described in Part A and B of this Registration
Statement and listed in Item 26(b) above (except Oppenheimer Multi-Sector
Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.
(b) The directors and officers of the Registrant's principal underwriter
are:
Name & Principal Positions & Offices Positions &
Offices
Business Address with Underwriter with Registrant
Jason Bach Vice President None
31 Raquel Drive
Marietta, GA 30064
William Beardsley (2) Vice President None
Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093
Douglas S. Blankenship Vice President None
17011 Woodbank
Spring, TX 77379
Kevin Brosmith Senior Vice President None.
856 West Fullerton
Chicago, IL 60614
Susan Burton(2) Vice President None
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
William Coughlin Vice President None
1730 N. Clark Street
#3203
Chicago, IL 60614
Jeff Damia(2) Vice President None
Stephen Demetrovits(2) Vice President None
Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55419
Michael Dickson Vice President None
21 Trinity Avenue
Glastonburg, CT 06033
Joseph DiMauro Vice President None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236
Steven Dombrowser Vice President None
Andrew John Donohue(2) Executive Vice Secretary
President and Director
G. Patrick Dougherty (2) Vice President None
Cliff Dunteman Vice President None
940 Wedgewood Drive
Crystal Lake, IL 60014
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067
George Fahey Vice President None
9 Townview Ct.
Flemington, NJ 08822
Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158
Katherine P. Feld(2) Vice President and None
Corporate Secretary
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding(3) Vice President None
Brian Flahive Assistant Vice President None
John ("J") Fortuna(2) Vice President None
Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249
Victoria Friece(1) Assistant Vice President None
Luiggino Galleto Vice President None
10302 Riesling Court
Charlotte, NC 28277
Michelle Gans Vice President None
18771 The Pines
Eden Prairie, MN 55347
L. Daniel Garrity Vice President None
27 Covington Road
Avondale Estates, GA 30002
Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822
Ralph Grant(2) Senior Vice President/ None
National Sales Manager
Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103
Tonya Hammet Assistant Vice President None
Webb Heidinger Vice President None
90 Gates Street
Portsmouth, NH 03801
Phillip Hemery Vice President None
184 Park Avenue
Rochester, NY 14607
Edward Hrybenko (2) Vice President None
Brian Husch(2) Vice President None
Richard L. Hymes(2) Assistant Vice President None
Byron Ingram(1) Assistant Vice President None
Kathleen T. Ives(1) Vice President None
Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941
Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011
Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062
John Kavanaugh Vice President None
2 Cervantes Blvd., Apt. #301
San Francisco, CA 94123
Brian G. Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430
Michael Keogh(2) Vice President None
Lisa Klassen(1) Assistant Vice President None
Richard Klein Senior Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Brent Krantz Vice President None
2609 SW 149th Place
Seattle, WA 98166
Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116
Dawn Lind Vice President None
21 Meadow Lane
Rockville Centre, NY 11570
James Loehle Vice President None
30 Wesley Hill Lane
Warwick, NY 10990
John Lynch (2) Vice President None
Michael Magee(2) Vice President None
Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657
Todd Marion Vice President None
3 St. Marks Place
Cold Spring Harbor, NY 11724
LuAnn Mascia(2) Assistant Vice President None
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
Anthony Mazzariello Vice President None
704 Beaver Road
Leetsdale, PA 15056
John McDonough Vice President None
3812 Leland Street
Chevy Chase, MD 20815
Kent McGowan Vice President None
18424 12th Avenue West
Lynnwood, WA 98037
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-Marie Nakamura Vice President None
4111 Colony Plaza
Newport Beach, CA 92660
John Nesnay Vice President None
9511 S. Hackberry Street
Highlands Ranch, CO 80126
Kevin Neznek(2) Vice President None
Chad V. Noel Vice President None
2408 Eagleridge Drive
Henderson, NV 89014
Raymond Olson(1) Assistant Vice President None
& Treasurer
Alan Panzer Assistant Vice President None
925 Canterbury Road, Apt. #848
Atlanta, GA 30324
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
Brian Perkes Vice President None
8734 Shady Shore Drive
Frisco, TX 75034
Charles K. Pettit Vice President None
22 Fall Meadow Drive
Pittsford, NY 14534
Bill Presutti(2) Vice President None
Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109
Elaine Puleo(2) Senior Vice President None
Christopher Quinson Vice President None
Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923
Dustin Raring Vice President None
184 South Ulster
Denver, CO 80220
Michael Raso Vice President None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY 10538
Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230
Michelle Simone Richter(2) Assistant Vice President None
Ruxandra Risko(2) Vice President None
David Robertson(2) Senior Vice President, None
Director of Variable
Accounts
Kenneth Rosenson Vice President None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265
James Ruff(2) President & Director None
William Rylander (2) Vice President None
Alfredo Scalzo Vice President None
9616 Lale Chase Island Way
Tampa, FL 33626
Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471
Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695
Kristen Sims (2) Vice President None
Douglas Smith Vice President None
808 South 194th Street
Seattle,WA 98148
David Sturgis Vice President None
81 Surrey Lane
Boxford, MA 01921
Brian Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017
Michael Sussman(2) Vice President None
Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242
George Sweeney Senior Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036
Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092
Martin Telles(2) Senior Vice President None
David G. Thomas Vice President None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201
Tanya Valency (2) Assistant Vice President None
Mark Vandehey(1) Vice President None
Brian Villec (2) Vice President None
Andrea Walsh(1) Vice President None
Suzanne Walters(1) Assistant Vice President None
Michael Weigner Vice President None
5722 Harborside Drive
Tampa, FL 33615
Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064
Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331
Philip Witkower Senior Vice President None
Cary Wozniak Vice President None
18808 Bravata Court
San Diego, CA 92128
Gregor Yuska(2) Vice President None
(1)6803 South Tucson Way, Englewood, CO 80112
(2)Two World Trade Center, New York, NY 10048
(3)350 Linden Oaks, Rochester, NY 14623
(c) Not applicable.
Item 28. 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 29. Management Services
Not applicable
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or 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 22nd day of December, 2000.
OPPENHEIMER TRINITY VALUE FUND
By: /s/ Bridget A. Macaskill*
-------------------------------------
Bridget A. Macaskill, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
Signatures Title Date
/s/ Leon Levy* Chairman of the
---------------------------------- Board of Trustees
December 22, 2000
Leon Levy
/s/ Donald W. Spiro* Vice Chairman of the December 22, 2000
---------------------------------- Board and Trustee
Donald W. Spiro
/s/ Bridget A. Macaskill* President and December 22, 2000
--------------------------------- Chief Executive
Bridget A. Macaskill Officer and Trustee
/s/ Brian W. Wixted* Treasurer and Principal December 22, 2000
--------------------------------- Financial and
Brian W. Wixted Accounting Officer
/s/ Robert G. Galli* Trustee December 22, 2000
----------------------------------
Robert G. Galli
/s/ Phillip A. Griffiths Trustee December 22, 2000
---------------------------------
Phillip A. Griffiths
/s/ Benjamin Lipstein* Trustee December 22, 2000
---------------------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee December 22, 2000
---------------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee December 22, 2000
---------------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee December 22, 2000
---------------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee December 22, 2000
---------------------------------
Russell S. Reynolds, Jr.
/s/ Clayton K. Yeutter* Trustee December 22, 2000
---------------------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
----------------------------------------- December
22, 2000
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER TRINITY VALUE FUND
EXHIBIT INDEX
Exhibit No. Description
23(c)(iv) Specimen Class N Share Certificate
23(j) Independent Auditors' Consent
23(m)(iii) Form Distribution and Service Plan and Agreement for Class
N shares