OPPENHEIMER HIGH YIELD FUND INC
497, 1994-11-28
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                                        OPPENHEIMER HIGH YIELD FUND
                                  Supplement dated November 23, 1994 to 
                                  the Statement of Additional Information
                                           dated October 25, 1994


The Statement of Additional Information is amended as follows:

1.     The following text is added as the fourth paragraph under the heading
"Investment Policies and Strategies" on page 2: 

       --    Special Risks - High Yield Securities.  As stated in the
       Prospectus, the corporate debt securities in which the Fund will
       principally invest may be in the lower rating categories.  The Fund
       may invest in securities rated as low as "C" by Moody's or "D" by
       Standard & Poor's.  The Manager will not rely solely on the ratings
       assigned by rating services and may invest, without limitation, in
       unrated securities which offer, in the opinion of the Manager,
       comparable yields and risks as those rated securities in which the
       Fund may invest.

               Risks of high yield securities may include:  (i) limited
       liquidity and secondary market support, (ii) substantial market price
       volatility resulting from changes in prevailing interest rates, (iii)
       subordination to the prior claims of banks and other senior lenders,
       (iv) the operation of mandatory sinking fund or call/redemption
       provisions during periods of declining interest rates that could
       cause the Fund to be able to reinvest premature redemption proceeds
       only in lower yielding portfolio securities, (v) the possibility that
       earnings of the issuer may be insufficient to meet its debt service,
       and (vi) the issuer's low creditworthiness and potential for
       insolvency during periods of rising interest rates and economic
       downturn.  As a result of the limited liquidity of high yield
       securities, their prices have at times experienced significant and
       rapid decline when a substantial number of holders decided to sell. 
       A decline is also likely in the high yield bond market during an
       economic downturn.  An economic downturn or an increase in interest
       rates could severely disrupt the market for high yield bonds and
       adversely affect the value of outstanding bonds and the ability of
       the issuers to repay principal and interest.  In addition, there have
       been several Congressional attempts to limit the use of tax and other
       advantages of high yield bonds which, if enacted, could adversely
       affect the value of these securities and the Fund's net asset value. 
       
2.     The following text is added as the second paragraph under "How to
Sell Shares" on page 34:

     -- Checkwriting.  When a chec is presented to the Fund's bank for 
        for clearance, the Bank will ask the Fund to redeem a sufficient
       number of full and fractional shares in the shareholder's account to
       cover the amount of the check.  This enables the shareholder to
       continue receiving dividends on those shares until the check is
       presented to the Fund.  Checks may not be presented for payment at
       the offices of the Bank or the Fund's Custodian.  This              
       limitation does not affect the use of checks for the payment of bills
       or to obtain cash at other banks.  The Fund reserves the right to
       amend, suspend or discontinue offering checkwriting privileges at any
       time without prior notice.

3.     The following text is added as the first and second paragraphs under
the heading "Dividends, Capital Gains and Taxes" on page 40:

       Dividends and Distributions.  Dividends will be payable on shares
held of record at the time of the previous determination of net asset
value, or as otherwise described in "How to Buy Shares."  Daily dividends
on newly purchased shares will not be declared or paid until such time as
Federal Funds (funds credited to a member bank's account at the Federal
Reserve Bank) are available from the purchase payment for such shares. 
Normally, purchase checks received from investors are converted to Federal
Funds on the next business day. Dividends will be declared on shares
repurchased by a dealer or broker for four business days following the
trade date (i.e., to and including the day prior to settlement
repurchase).  If all shares in an account are redeemed, all dividends
accrued on shares of the same class in the account will be paid together
with the redemption proceeds.

       Dividends, distributions and the proceeds of the redemption of Fund
       shares represented by checks returned to the Transfer Agent by the
       Postal Service as undeliverable will be invested in shares of
       Oppenheimer Money Market Fund, Inc., as promptly as possible          
       after the return of such checks to the Transfer Agent, to enable the
       investor to earn a return on otherwise idle funds.





November 23, 1994













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