<PAGE>
OPPENHEIMER SERIES FUND, INC.
SUPPLEMENT TO THE PROSPECTUS DATED OCTOBER 1, 1995
MARCH 18, 1996
The Supplement dated March 1, 1996 to the Prospectus is replaced by this
Supplement, and the Prospectus is amended as follows:
The name of the Company is changed to Oppenheimer Series Fund, Inc. and the
names of the following series are changed--
Connecticut Mutual Total Return Account is Oppenheimer Disciplined
Allocation Fund ("Disciplined Allocation Fund"
Connecticut Mutual Growth Account is Oppenheimer Disciplined Value Fund
("Disciplined Value Fund")
CMIA LifeSpan Capital Appreciation Account is
Oppenheimer LifeSpan Growth Fund ("LifeSpan Growth Fund")
CMIA LifeSpan Balanced Account is
Oppenheimer LifeSpan Balanced Fund ("LifeSpan Balanced Fund")
CMIA LifeSpan Diversified Income Account is
Oppenheimer LifeSpan Income Fund ("LifeSpan Income Fund")
(collectively, the "LifeSpan Funds")
collectively, the "Oppenheimer Funds")
The names of the following funds have not changed:
Connecticut Mutual Liquid Account ("Liquid Fund")
Connecticut Mutual Income Account ("Income Fund")
Connecticut Mutual Government Securities Account ("Government Fund")
(collectively, the "CM Funds")
(the Oppenheimer Funds and the CM Funds each, a "Fund" and
collectively, the "Funds")
OPPENHEIMERFUNDS, INC. IS EACH FUND'S INVESTMENT MANAGER.
On February 14, 1996, shareholders of each Fund authorized the Funds to enter
into new investment management agreements with Oppenheimer Funds, Inc. (the
"Manager"). These agreements became effective on March 1, 1996 at the time of
the consummation of the merger between Connecticut Mutual Life Insurance Company
and Massachusetts Mutual Life Insurance Company ("MassMutual"), the indirect
parent company of the Manager.
The new management agreements (the "New Agreements") provide for
compensation to the Manager at the same rate as was previously paid to G.R.
Phelps & Co., Inc. ("Phelps"),the former investment manager to the Funds, and
set forth in the Funds' respective prospectuses. The New Agreements do not
contain the contractual limitation on a Fund's expenses that was included in the
investment advisory agreement with Phelps. The portfolio managers of the Funds,
previously employed by Phelps, are employees of the Manager and continue to
manage the Funds, except as noted below. Phelps provides fund administrative
services to the Manager pursuant to an administrative services
<PAGE>
agreement between Phelps and the Manager. Compensation to Phelps for such
services is paid by the Manager.
The Manager has operated as an investment adviser since 1959 and, together with
an affiliate, manages investment companies with $50 billion in assets and more
than 2.8 million shareholder accounts. The Manager is owned by Oppenheimer
Acquisition Corp., a holding company that is owned in part by senior officers of
the Manager and controlled by MassMutual. The address of the Manager is Two
World Trade Center, New York, NY 10048-0203.
SUBADVISERS TO THE LIFESPAN FUNDS.
BEA Associates ("BEA") continues to provide investment subadvisory services to
the LifeSpan Funds pursuant to separate subadvisory agreements between BEA and
the Manager. Pilgrim Baxter & Associates Ltd. ("Pilgrim") continues to provide
subadvisory services to the LifeSpan Growth Fund and the LifeSpan Balanced Fund
pursuant to separate subadvisory agreements between Pilgrim and the Manager.
The shareholders of the LifeSpan Growth Fund and the LifeSpan Balanced Fund
approved the Manager's selection of Babson-Stewart Ivory International
("Babson-Stewart") to provide subadvisory services to the LifeSpan Growth Fund
and the LifeSpan Balanced Fund pursuant to separate subadvisory agreements
between Babson-Stewart and the Manager. Babson-Stewart is located at One
Memorial Drive, Cambridge, MA 02142, and is a partnership formed in 1987 between
David L. Babson & Co., Inc., a subsidiary of MassMutual, and Stewart Ivory &
Co., Ltd., located in Edinburgh, Scotland.
OPPENHEIMERFUNDS DISTRIBUTOR, INC. IS THE FUNDS' DISTRIBUTOR.
OppenheimerFunds Distributor, Inc. (the "Distributor"), a subsidiary of the
Manager, is each Fund's Distributor. Shareholders of each Fund approved new
Rule 12b-1 Plans (the "Plans") for each class of its shares. However the Board
has determined not to implement a plan for the Liquid Fund. The Class A Plans
authorize the Funds to reimburse the Distributor for its actual expenditures
in servicing accounts. The fee under each Class A Plan is 0.25% of the
average net assets of the Class A shares. Services provided include
answering customer inquiries about a Fund, assisting in establishing and
maintaining accounts in a Fund, making a Fund's investment plans available
and providing other services at the request of a Fund or the Distributor.
The Distributor plans to pay the Class A Plans' service fees to dealers and
brokers that sell Fund shares.
The Class B Plans authorize the Funds to compensate the Distributor for its
services in distributing Class B shares and servicing accounts. The fee under
each Class B Plan consists of an "asset-based" sales charge of 0.75% of the
average net assets of the Class B shares and a service fee of 0.25% of such
assets. The asset-based sales charge is used to compensate the Distributor for
distribution services to a Fund including paying and financing the payment of
sales commissions, service fees and other costs of distributing and selling
Class B shares. The service fee is used to provide the same services described
for the Class A Plan.
THE PORTFOLIO MANAGERS.
Effective March 1, 1996, the following changes were made. Carol E. Wolf became
the portfolio manager of the Liquid Fund. Ms. Wolf is an officer of Centennial
Asset Management Corporation, a subsidiary of the Manager, and provides
portfolio management services to Oppenheimer Money Market Fund, Inc. David A.
Rosenberg became the portfolio manager of the Government Fund and the Income
Fund. Mr.
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Rosenberg provides portfolio management services to two other Oppenheimer fixed-
income funds and was an officer and portfolio manager at Delaware Investment
Advisors until 1994. Mr. Arthur Zimmer joined the team that currently provides
portfolio management services to Disciplined Allocation Fund. Mr. Zimmer is a
Vice President and Portfolio Manager for the Manager, and currently serves as an
officer and portfolio manager for other Oppenheimer funds. Mr. James M. Burns,
Managing Director of Babson-Stewart, is the portfolio manager of the
international component of the LifeSpan Growth Fund and LifeSpan Balanced Fund
on behalf of Babson-Stewart. He has been affiliated with Stuart Ivory & Co.,
Ltd. since 1990, and serves as a portfolio manager for that firm and leads the
firm's Continental Europe Team.
TRANSFER AGENT.
The Funds' transfer and shareholder servicing agent is OppenheimerFunds Services
"OFS"), a division of the Manager. OFS provides these services to the Funds at
cost.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES AND ANNUAL FUND OPERATING EXPENSES FOR THE
FUNDS.
The following table sets forth the Shareholder Transaction Expenses and Annual
Fund Operating Expenses of the Funds for the current fiscal year. Annual
Operating Expenses are based on expenses incurred in the fiscal year ended
December 31, 1995 and restated to reflect the change in sales charges and the
termination of the agreements by the Funds' former distributor not to impose
Rule 12b-1 fees and to reimburse expenses for certain of the Funds.
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<PAGE>
SHAREHOLDER TRANSACTION EXPENSES AND ANNUAL OPERATING EXPENSES
<TABLE>
<CAPTION>
Disciplined Disciplined
Income Government Allocation Value
Fund Fund Fund Fund
---------------- ---------------- ----------------- -----------------
Liquid Class Class Class Class Class Class Class Class
Fund A B A B A B A B
------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Charge Imposed
on Purchases (as a
percentage of offering
(price)............. None 4.00% None 4.00% None 5.75% None 5.75% None
Deferred Sales Charge (as
a percentage of original
purchase price or
redemption proceeds, as
applicable)......... None None(1) 5.00%(2) None(1) 5.00%(2) None(1) 5.00%(2) None(1) 5.00%(2)
Exchange Fee.......... None None None None None None None None None
ANNUAL OPERATING EXPENSES
OF EACH FUND
(as a percentage of average
net assets)
Management Fees....... .50% .625% .625% .625% .625% .625% .625% .625% .625%
12b-1 Fees............ N/A .25 1.00 .25 1.00 .25 1.00 .25 1.00
Other Expenses........ .46 .315 .315 .355 .355 .295 .295 .345 .345
--- ---- ---- ---- ---- ---- ----- ---- -----
TOTAL ANNUAL OPERATING
EXPENSES OF EACH FUND .96% 1.19% 1.94% 1.23% 1.98% 1.17% 1.92% 1.22% 1.97%
--- ---- ---- ---- ---- ---- ---- ---- ----
--- ---- ---- ---- ---- ---- ---- ---- ----
<CAPTION>
LifeSpan LifeSpan LifeSpan
Growth Balanced Income
LifeSpan LifeSpan LifeSpan
Growth Balanced Income
Fund Fund Fund
----------------- ----------------- -----------------
Class Class Class Class Class Class
A B A B A B
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Charge Imposed
on Purchases (as a
percentage of offering
(price).............. 5.75% None 5.75% None 5.75% None
Deferred Sales Charge (as
a percentage of original
purchase price or
redemption proceeds, as
applicable).......... None(1) 5.00%(2) None(1) 5.00%(2) None(1) 5.00%(2)
Exchange Fee.......... None None None None None None
ANNUAL OPERATING EXPENSES
OF EACH FUND
(as a percentage of average
net assets)
Management Fees....... .85% .85% .85% .85% .75% .75%
12b-1 Fees............ .25 1.00 .25 1.00 .25 1.00
Other Expenses........ .45 .45 .45 .45 .50 .50
--- --- --- --- --- ---
TOTAL ANNUAL OPERATING
EXPENSES OF EACH FUND 1.55% 2.30% 1.55% 2.30% 1.50% 2.25%
---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ----
</TABLE>
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(1) Purchases of $1,000,000 or more will not be subject to an initial sales
charge but may be subject to a contingent deferred sales charge of 1% if
the shares are redeemed within 18 months after the calendar month of
purchase.
(2) Maximum CDSC; declines over next 72 months.
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<TABLE>
<CAPTION>
Example: Assuming that a Fund's annual return is 5% and that its operating expenses
are exactly as shown in the table above, if you closed your account after the number of
years indicated below, for every $1,000 invested, your investment would bear the following
amounts in total expenses:
GOVERNMENT DISCIPLINED DISCIPLINED LIFESPAN LIFESPAN LIFESPAN
INCOME SECURITIES ALLOCATION VALUE GROWTH BALANCED INCOME
FUND FUND FUND FUND FUND FUND FUND
------ ---------- ----------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
After 1 year.............. $ 59 $ 59 $ 69 $ 69 $ 72 $ 72 $ 72
After 3 years............. 83 85 93 94 104 104 103
After 5 years............. 110 112 118 121 N/A N/A N/A
After 10 years............ 185 189 191 197 N/A N/A N/A
CLASS B SHARES
ASSUMING COMPLETE REDEMPTION
AT END OF PERIOD
After 1 year.............. $ 70 $ 70 $ 70 $ 70 $ 73 $ 73 $ 73
After 3 years............. 101 102 100 102 112 112 110
After 5 years............. 125 127 124 126 N/A N/A N/A
After 10 years............ 207 211 205 210 N/A N/A N/A
ASSUMING NO REDEMPTION
After 1 year.............. $ 20 $ 20 $ 20 $ 20 $ 23 $ 23 $ 23
After 3 years............. 61 62 60 62 72 72 70
After 5 years............. 105 107 104 106 N/A N/A N/A
After 10 years............ 207 211 205 210 N/A N/A N/A
WITH RESPECT TO THE LIQUID FUND:
LIQUID
FUND
------
After 1 year.............. $ 10
After 3 years............. 31
After 5 years............. 53
After 10 years............ 118
</TABLE>
THESE EXEMPLES ILLUSTRATE THE EFFECT OF EXPENSES, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
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<PAGE>
HOW TO BUY SHARES
HOW TO BUY CLASS A SHARES OF THE CM FUNDS.
Effective March 18, 1996, the only persons who may purchase Class A shares of
Government Securities Fund, Income Fund and Liquid Fund are persons who owned
shares of the respective Fund as of March 17, 1996 ("CM eligible investor").
The Company's Board of Directors has approved the reorganization of each of
Liquid Fund, Income Fund and Government Fund with a corresponding Oppenheimer
mutual fund subject to shareholder approval. The offering price a CM eligible
investor pays for Class A shares of the CM Funds equals the net asset value per
share next computed after the investment order is received in good order by the
Distributor plus the sales charge rate applicable to the amount of the purchase
as set forth in the Prospectus.
HOW TO BUY CLASS A SHARES OF THE OPPENHEIMER FUNDS.
The offering price you pay for Class A shares equals the net asset value per
share next computed after your investment order is received in good order by the
Distributor plus a sales charge as follows:
<TABLE>
<CAPTION>
AMOUNT OF FRONT-END SALES FRONT-END SALES COMMISSION AS
PURCHASE CHARGE AS PERCENTAGE CHARGE AS PERCENTAGE PERCENTAGE OF
OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED OFFERING PRICE
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
- -------------------------------------------------------------------------------
$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%
- -------------------------------------------------------------------------------
$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%
- -------------------------------------------------------------------------------
$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%
- -------------------------------------------------------------------------------
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
- -------------------------------------------------------------------------------
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
- -------------------------------------------------------------------------------
</TABLE>
Appendix B contains information about reduced Class A sales charges or
elimination of Class A initial sales charges for shareholders of the Oppenheimer
Funds who were shareholders on March 17, 1996.
CLASS A CONTINGENT DEFERRED SALES CHARGE.
Class A shares purchased in amounts of $1 million or more or purchases by an
OppenheimerFunds prototype 401(k) plan that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible participants, or
(3) certifies that it projects to have annual plan purchases of $200,000 or more
are not subject to the initial sales charge. If these shares are redeemed
within 18 months of the calender month of purchase, a contingent deferred sales
charge of 1% will be deducted from the redemption proceeds. The Distributor
pays dealers of record commissions on those purchases in an
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<PAGE>
amount equal to the sum of 1.0% of the first $2.5 million, plus 0.50% of the
next $2.5 million, plus 0.25% of purchases over $5 million. That commission will
be paid only on the amount of those purchases in excess of $1 million ($500,000
for purchases by OppenheimerFunds 401(k) prototype plans) that were not
previously subject to a front-end sales charge and dealer commission.
The Distributor may advance up to 13 months' commissions to dealers that have
established special arrangements with the Distributor for their clients.
Dealers whose sales of Class A shares of the Funds (other than money market
funds) under OppenheimerFunds-sponsored 403(b)(7) custodial plans exceed $5
million per year (calculated per quarter), will receive monthly one-half of the
Distributor's retained commissions on those sales, and if those sales exceed $10
million per year, those dealers will receive the Distributor's entire retained
commission on those sales.
REDUCED SALES CHARGES FOR CLASS A SHARES.
You may be eligible to buy Class A shares at reduced sales charge rates in one
or more of the following ways:
/ / RIGHT OF ACCUMULATION. To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your individual
accounts, or jointly, or for trust or custodial accounts on behalf of your
children who are minors. A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee benefit
plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A and
Class B shares of the Funds and other Oppenheimer funds to reduce the sales
charge rate for current purchases of Class A shares. You can also include Class
A and Class B shares of Oppenheimer funds you previously purchased subject to an
initial or contingent deferred sales charge to reduce the sales charge rate for
current purchases of Class A shares, provided that you still hold your
investment in one of the Oppenheimer funds. The value of those shares will be
based on the greater of the amount you paid for the shares or their current
value (at offering price). A list of the Oppenheimer funds can be obtained from
the Distributor. The reduced sales charge will apply only to current purchases
and must be requested when you buy your shares.
/ / LETTER OF INTENT. Under a Letter of Intent, if you purchase
Class A shares or Class A and Class B shares of the Funds 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. More
information is contained in the Application and in "Reduced Sales Charges" in
the Statement of Additional Information.
/ / WAIVER OF INITIAL SALES CHARGES AND CONTINGENT DEFERRED SALES
CHARGE FOR CLASS A SHARES. Class A shares purchased by certain investors or in
connection with certain transactions are not subject to any Class A sales
charges. See Appendix A for a description of these waivers. Please notify the
Transfer Agent prior to a purchase or redemption if you are eligible for a
waiver.
HOW TO BUY CLASS B SHARES OF THE CM FUNDS.
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<PAGE>
Effective March 18, 1996, the only person eligible to purchase Class B shares of
Government Securities Fund and Income Fund are CM eligible investors. Purchases
of Class B shares of Government Securities Fund and Income Fund are subject to
the contingent deferred sales charge arrangements described in the Prospectus.
HOW TO BUY CLASS B SHARES OF THE OPPENHEIMER FUNDS.
Class B shares are offered at net asset value per share without a sales charge,
so that your initial investment will go to work at the time of purchase.
However, Class B shares redeemed within 72 months of purchase will be subject to
a contingent deferred sales charge at the following rates: 5% (year one); 4%
(year two); 3% (years three and four); 2% (year five); 1% (year six); 0%
thereafter. The contingent deferred sales charge will be assessed on an amount
equal to the lesser of the net asset value at the time of redemption or the
original purchase price. Accordingly, you will not be assessed a contingent
deferred sales charge on increases in account value above the initial purchase
price, including shares derived from dividend reinvestment. In determining
whether a contingent deferred sales charge applies to a redemption, the
calculation will be determined in a manner that results in the lowest possible
rate being charged. It will be assumed that your redemption comes first from
shares you have held beyond the 72 month contingent deferred sales charge
redemption period or those you acquired through dividend reinvestment, and next
from the shares you have held the longest during the 72 month period. At the
end of the 72 month period, Class B shares automatically convert to Class A
shares.
A commission equal to 3.75% of the amount invested and a first year's service
fee of .25% of average net assets based on the shares sold are paid to dealers.
The initial service fee is paid in advance at the time of sale for the provision
of personal and account maintenance services to shareholders during the 12
months following the sale, and thereafter the service fee is paid in quarterly
installments each year.
Proceeds from the contingent deferred sales charge are paid to the Distributor
to defray its expenses related to providing the Funds with distribution services
in connection with the sale of Class B shares.
See Appendix A for a list of Class B contingent deferred sales charge waivers
that may apply. See Appendix B for a list of Class B contingent deferred sales
charge waivers available to persons who owned Class B shares of a Fund on March
17, 1996. If you are eligible for a waiver, please contact the Transfer Agent
prior to requesting redemption.
SPECIAL INVESTOR SERVICES.
ACCOUNTLINK. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send money
electronically between those accounts to perform a number of types of account
transactions. These include purchases of shares by telephone (either through a
service representative or by PhoneLink, described below), automatic investments
under Asset Builder Plans, and sending dividends and distributions or Automatic
Withdrawal Plan payments directly to your bank account. Please refer to the
Application for details or call the Transfer Agent for more information.
AccountLink privileges should be requested on the Application you use to
buy shares, or on your dealer's settlement instructions if you buy your shares
through your dealer. After your account is established, you can request
AccountLink privileges by sending signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges
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<PAGE>
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.
/ / USING ACCOUNTLINK TO BUY SHARES. Purchases may be made by
telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor
at 1-800-852-8457. The purchase payment will be debited from your bank account.
/ / 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. UNTIL FURTHER NOTICE, SHARES OF THE FUNDS MAY
BE EXCHANGED ONLY FOR SHARES OF THE FUNDS NAMED IN THE SUPPLEMENT. With the
OppenheimerFunds Exchange Privilege, described below, you can exchange shares
automatically by phone from your Fund account only to another Fund account you
have already established by calling the special PhoneLink number. Please refer
to "How to Exchange Shares," below, for details.
/ / SELLING SHARES. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds directly to
your AccountLink bank account. Please refer to "How to Sell Shares," below for
details.
AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Funds have several plans that
enable you to sell shares automatically or exchange them to another Fund
account on a regular basis:
/ / AUTOMATIC WITHDRAWAL PLANS. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive payments of
at least $50 on a monthly, quarterly, semi-annual or annual basis. The checks
may be sent to you or sent automatically to your bank account on AccountLink.
You may even set up certain types of withdrawals of up to $1,500 per month by
telephone. You should consult the Application and Statement of Additional
Information for more details.
/ / AUTOMATIC EXCHANGE PLANS. You can authorize the Transfer Agent
to exchange an amount you establish in advance automatically for shares of up
to five other Funds on a monthly, quarterly, semi-annual or annual basis
under an Automatic Exchange Plan. The minimum purchase for each other
account is $25. These exchanges are subject to the terms of the Exchange
Privilege, described below.
REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B
shares, you have up to 6 months to reinvest all or part of the redemption
proceeds in Class A shares of the same Fund or other Oppenheimer mutual funds
without paying a sales charge. This privilege applies to Class A shares that
you purchased subject to an initial sales charge and to Class A or Class B
shares on which you paid a contingent deferred
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<PAGE>
sales charge when you redeemed them. You must be sure to ask the Distributor
for this privilege when you send your payment. Please consult the Statement of
Additional Information for more details.
RETIREMENT PLANS. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer, the
plan trustee or administrator must make the purchase of shares for your
retirement plan account. The Distributor offers a number of different retirement
plans that can be used by individuals and employers:
/ / INDIVIDUAL RETIREMENT FUNDS including rollover IRAs, for
individuals and their spouses
/ / 403(b)(7) CUSTODIAL PLANS for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
/ / SEP-IRAs (Simplified Employee Pension Plans) for small
business owners or people with income from self-employment, including
SARSEP-IRAs
/ / PENSION AND PROFIT-SHARING PLANS for self-employed persons and
other employers
/ / 401(k) PROTOTYPE RETIREMENT PLANS for businesses
Please call the Distributor for the OppenheimerFunds plan
documents, which contain important information and applications.
HOW TO SELL SHARES
You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day. Your shares
will be sold at the next net asset value calculated after your order is received
and accepted by the Transfer Agent. The Funds offer you a number of ways to sell
your shares: in writing or by telephone. You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis, as described above. IF YOU
HAVE QUESTIONS ABOUT ANY OF THESE PROCEDURES, AND ESPECIALLY IF YOU ARE
REDEEMING SHARES IN A SPECIAL SITUATION, SUCH AS DUE TO THE DEATH OF THE OWNER,
OR FROM A RETIREMENT PLAN, PLEASE CALL THE TRANSFER AGENT FIRST, AT
1-800-525-7048, FOR ASSISTANCE.
/ / RETIREMENT ACCOUNTS. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a distribution
request form. There are special income tax withholding requirements for
distributions from retirement plans and you must submit a withholding form with
your request to avoid delay. If your retirement plan account is held for you by
your employer, you must arrange for the distribution request to be sent by the
plan administrator or trustee. There are additional details in the Statement of
Additional Information.
/ / CERTAIN REQUESTS REQUIRE A SIGNATURE GUARANTEE. To protect
you and the Funds from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may be
other situations also requiring a signature guarantee):
/ / You wish to redeem more than $50,000 worth of shares and
receive a check
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<PAGE>
/ / The redemption check is not payable to all shareholders listed
on the account statement
/ / The redemption check is not sent to the address of record on
your account statement
/ / Shares are being transferred to a Fund account with a
different owner or name
/ / Shares are redeemed by someone other than the owners (such as
an Executor)
/ / WHERE CAN I HAVE MY SIGNATURE GUARANTEED? The Transfer Agent
will accept a guarantee of your signature by a number of financial institutions,
including: a U.S. bank, trust company, credit union or savings association, or
by a foreign bank that has a U.S. correspondent bank, or by a U.S. registered
dealer or broker in securities, municipal securities or government securities,
or by a U.S. national securities exchange, a registered securities association
or a clearing agency. IF YOU ARE SIGNING AS A FIDUCIARY OR ON BEHALF OF A
CORPORATION, PARTNERSHIP OR OTHER BUSINESS, OR AS A FIDUCIARY YOU MUST ALSO
INCLUDE YOUR TITLE IN THE SIGNATURE.
SELLING SHARES BY MAIL. Write a "letter of instructions" that includes:
/ / Your name
/ / The Fund's name
/ / Your Fund account number (from your account statement)
/ / The dollar amount or number of shares to be redeemed
/ / Any special payment instructions
/ / Any share certificates for the shares you are selling
/ / The signatures of all registered owners exactly as the account
is registered, and
/ / Any special requirements or documents requested by the
Transfer Agent to assure proper authorization of the person asking to sell
shares.
USE THE FOLLOWING ADDRESS FOR REQUESTS BY MAIL:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
SEND COURIER OR EXPRESS MAIL REQUESTS TO:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
SELLING SHARES BY TELEPHONE. You and your dealer representative of record may
also sell your shares by telephone. To receive the redemption price on a regular
business day, your call must be received by the Transfer Agent by the close of
The New York Stock Exchange that day, which is normally 4:00 P.M., but may be
earlier on some days. YOU
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<PAGE>
MAY NOT REDEEM SHARES HELD IN AN OPPENHEIMERFUNDS RETIREMENT PLAN OR UNDER A
SHARE CERTIFICATE BY TELEPHONE.
/ / To redeem shares through a service representative, call
1-800-852-8457
/ / To redeem shares automatically on PhoneLink, call
1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds wired to that bank account.
/ / TELEPHONE REDEMPTIONS PAID BY CHECK. Up to $50,000 may be
redeemed by telephone, in any seven-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 OR WIRE. There are
no dollar limits on telephone redemption proceeds sent to a bank account
designated when you establish AccountLink. Normally the ACH transfer to your
bank is initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are waiting to
be transferred.
Shareholders may also have the Transfer Agent send redemption
proceeds of $2,500 or more by Federal Funds wire to a designated commercial bank
account if the bank is a member of the Federal Reserve wire system. There is a
$10 fee for each Federal Funds wire. To place a wire redemption request, call
the Transfer Agent at 1-800-852-8457. The wire will normally be transmitted on
the next bank business day after the shares are redeemed. There is a possibility
that the wire may be delayed up to seven days to enable a Fund to sell
securities to pay the redemption proceeds. No dividends are accrued or paid on
the proceeds of shares that have been redeemed and are awaiting transmittal by
wire. To establish wire redemption privileges on an account that is already
established, please contact the Transfer Agent for instructions.
SELLING SHARES THROUGH YOUR DEALER. The Distributor has made arrangements to
repurchase Fund shares from dealers and brokers on behalf of their customers.
Brokers or dealers may charge for that service. Please refer to "Special
Arrangements for Repurchase of Shares from Dealers and Brokers" in the Statement
of Additional Information for more details.
HOW TO EXCHANGE SHARES
Shares may be exchanged only for shares of the Funds at net asset
value per share at the time of exchange, without sales charge. UNTIL FURTHER
NOTICE, EXCHANGES ARE LIMITED TO THE FUNDS NAMED IN THIS SUPPLEMENT. To exchange
shares, you must meet several conditions:
/ / Shares of the Fund selected for exchange must be available for
sale in your state of residence.
/ / 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.
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<PAGE>
/ / You must meet the minimum purchase requirements for the Fund
you purchase by exchange.
/ / BEFORE EXCHANGING INTO A FUND, YOU SHOULD OBTAIN AND READ ITS
PROSPECTUS.
SHARES OF A PARTICULAR CLASS MAY BE EXCHANGED ONLY FOR SHARES OF
THE SAME CLASS IN THE OTHER FUNDS. For example, you can exchange Class A shares
of a Fund only for Class A shares of another Fund. In some cases, sales charges
may be imposed on exchange transactions. Please refer to "How to Exchange
Shares" in the Statement of Additional Information for more details.
Exchanges may be requested in writing or by telephone:
/ / WRITTEN EXCHANGE REQUESTS. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."
/ / TELEPHONE EXCHANGE REQUESTS. Telephone exchange requests may
be made either by calling a service representative at 1-800-852-8457 or by using
PhoneLink for automated exchanges, by calling 1-800-533-3310. Telephone
exchanges may be made only between accounts that are registered with the same
names and address. Shares held under certificates may not be exchanged by
telephone.
There are certain exchange policies you should be aware of:
/ / Shares are normally redeemed from one Fund and purchased from
the other Fund in the exchange transaction on the same regular business day on
which the Transfer Agent receives an exchange request that is in proper form by
the close of The New York Stock Exchange that day, which is normally 4:00 P.M.
but may be earlier on some days. However, either Fund may delay the purchase of
shares of the Fund you are exchanging into up to seven days if the company
determines the Fund would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange requests
from a dealer in a "market-timing" strategy might require the disposition of
securities at a time or price disadvantageous to the Fund.
/ / Because excessive trading can hurt Fund performance and harm
shareholders, the Company reserves the right to refuse any exchange request that
will disadvantage a Fund, or to refuse multiple exchange requests submitted by a
shareholder or dealer.
/ / The Company may amend, suspend or terminate the exchange
privilege at any time. Although the Company will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at any
time.
/ / For tax purposes, exchanges of shares involve a redemption of
the shares of the Fund you own and a purchase of the shares of the other Fund,
which may result in a taxable gain or a loss. For more information about taxes
affecting exchanges, please refer to "How to Exchange Shares" in the Statement
of Additional Information.
/ / If the Transfer Agent cannot exchange all the shares you
request because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
SHAREHOLDER ACCOUNT RULES AND POLICIES
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<PAGE>
/ / NET ASSET VALUE PER SHARE is determined for each class of
shares as of the close of The New York Stock Exchange which is normally 4:00
P.M., but may be earlier on some days, on each day the Exchange is open, by
dividing the value of the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding. The Company's Board of
Directors has established procedures to value each Fund's securities to
determine net asset value. In general, securities values are based on market
value. There are special procedures for valuing illiquid and restricted
securities, obligations for which market values cannot be readily obtained and
securities held by a money market fund. These procedures are described more
completely 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 Directors at any time the Board believes it is in a
Fund's best interest to do so.
/ / TELEPHONE TRANSACTION PRIVILEGES for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Company at any time.
If an account has more than one owner, the Company and the Transfer Agent may
rely on the instructions of any one owner. Telephone privileges apply to each
owner of the account and the dealer representative of record for the account
unless and until the Transfer Agent receives cancellation instructions from an
owner of the account.
/ / THE TRANSFER AGENT WILL RECORD ANY TELEPHONE CALLS to verify
data concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not use
reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither the Transfer Agent nor the Company will be
liable for losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent during
periods of unusual market activity, you may not be able to complete a telephone
transaction and should consider placing your order by mail.
/ / 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
a Fund if the dealer performs any transaction erroneously.
/ / THE REDEMPTION PRICE FOR SHARES WILL VARY from day to day
because the value of the securities in each Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally be
different for Class A and Class B shares. Therefore, the redemption value of
your shares may be more or less than their original cost.
/ / PAYMENT FOR REDEEMED SHARES is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder under
the redemption procedures described above) within 7 days after the Transfer
Agent receives redemption instructions in proper form, except under unusual
circumstances determined by the
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Securities and Exchange Commission delaying or suspending such payments. For
accounts registered in the name of a broker-dealer, payment will be forwarded
within 3 business days. THE TRANSFER AGENT MAY DELAY FORWARDING A CHECK OR
PROCESSING A PAYMENT VIA ACCOUNTLINK FOR RECENTLY PURCHASED SHARES, BUT ONLY
UNTIL THE PURCHASE PAYMENT HAS CLEARED. THAT DELAY MAY BE AS MUCH AS 10 DAYS
FROM THE DATE THE SHARES WERE PURCHASED. THAT DELAY MAY BE AVOIDED IF YOU
PURCHASE SHARES BY 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
Company if a Fund's account has fewer than 100 shares.
/ / UNDER UNUSUAL CIRCUMSTANCES, shares of a Fund may be redeemed
"in kind," which means that the redemption proceeds will be paid with securities
from that Fund's portfolio. Please refer to "How to Sell Shares" in the
Statement of Additional Information for more details.
/ / "BACKUP WITHHOLDING" of Federal income tax may be applied at
the rate of 31% from dividends, distributions and redemption proceeds (including
exchanges) if you fail to furnish the Fund your correct, certified Social
Security or Employer Identification Number and any other certifications required
by the Internal Revenue Service ("IRS") when you sign your application, or if
you violate IRS regulations on tax reporting of income.
/ / THE FUNDS DO NOT CHARGE A REDEMPTION FEE, but if your dealer
or broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent. Under
the circumstances described in "How To Buy Shares," you may be subject to a
contingent deferred sales charge when redeeming certain Class A, and Class B
shares.
/ / TO AVOID SENDING DUPLICATE COPIES OF MATERIALS TO HOUSEHOLDS,
the Company will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on a Fund's records. However,
each shareholder may call the Transfer Agent at 1-800-525-7048 to ask that
copies of those materials be sent personally to that shareholder.
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<PAGE>
APPENDIX A
WAIVER OF INITIAL SALES CHARGES AND CONTINGENT DEFERRED SALES CHARGES APPLICABLE
TO CLASS A SHARES.
WAIVER OF INITIAL SALES CHARGES AND CONTINGENT DEFERRED SALES
CHARGE FOR CERTAIN INVESTORS. Class A shares purchased by certain investors are
not subject to any Class A sales charges as follows:
/ / the Manager or its affiliates;
/ / present or former officers, directors, trustees and employees
(and their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of a Fund, the Manager and its affiliates,
and retirement plans established by them for their employees;
/ / registered management investment companies, or separate
accounts of insurance companies having an agreement with the Manager or the
Distributor for that purpose;
/ / dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for retirement
plans for their employees;
/ / employees and registered representatives (and their spouses)
of dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are identified
to the Distributor) or with the Distributor; the purchaser must certify to the
Distributor at the time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor children);
/ / dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for the
use of shares of a Fund in particular investment products made available to
their clients (those clients may be charged a transaction fee by their dealer,
broker or advisor for the purchase or sale of Fund shares)
/ / dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor to sell shares of defined
contribution employee retirement plans for which the dealer, broker or
investment adviser provides administrative services.
/ / directors, trustees, officers or full-time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for those persons;
/ / accounts for which Oppenheimer Capital is the investment
adviser (the Distributor must be advised of this arrangement) and persons who
are directors or trustees of the company or trust which is the beneficial owner
of such accounts;
/ / any unit investment trust that has entered into an appropriate
agreement with the Distributor;
/ / a TRAC-2000 401(k) plan (sponsored by the former Quest for
Value Advisors) whose Class B or Class C shares of a Former Quest for Value Fund
were exchanged for
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Class A shares of that Fund due to the termination of the Class B and C
TRAC-2000 program on November 24, 1995; or
/ / qualified retirement plans that had agreed with the former
Quest for Value Advisors to purchase shares of any of the Former Quest for Value
Funds at net asset value, with such shares to be held through DCXchange, a
sub-transfer agency mutual fund clearinghouse, provided that such arrangements
are consummated and share purchases commence by March 31, 1996.
WAIVERS OF INITIAL SALES CHARGE AND CONTINGENT DEFERRED SALES
CHARGE FOR CERTAIN TRANSACTIONS. Class A shares issued or purchased in the
following transactions are not subject to Class A sales charges:
/ / shares issued in plans of reorganization, such as mergers,
asset acquisitions and exchange offers, to which a Fund is a party;
/ / shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or one of its affiliates
acts as sponsor;
/ / shares purchased by the reinvestment of dividends or other
distributions reinvested from a Fund or other Oppenheimer mutual funds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which reinvestment
arrangements have been made with the Distributor;
/ / shares purchased and paid for with the proceeds of shares
redeemed in the past 12 months from a mutual fund (other than a fund managed by
the Manager or any of its subsidiaries) on which an initial sales charge or
contingent deferred sales charge was paid (this waiver also applies to shares
purchased by exchange of shares of Oppenheimer Money Market Fund, Inc. that were
purchased and paid for in this manner); this waiver must be requested when the
purchase order is placed for your Fund shares, and the Distributor may require
evidence of your qualification for this waiver;and
/ / shares purchased with the proceeds of maturing principal of
units of any Qualified Unit Investment Liquid Trust Series.
WAIVERS OF THE CLASS A CONTINGENT DEFERRED SALES CHARGE FOR
CERTAIN REDEMPTIONS. The Class A contingent deferred sales charge is also
waived if shares that would otherwise be subject to the contingent deferred
sales charge are redeemed in the following cases:
/ / for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans or
other employee benefit plans, including OppenheimerFunds prototype 401(k)
plans (these are all referred to as "Retirement Plans");
/ / to return excess contributions made to Retirement Plans;
/ / to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
/ / involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules and
Policies," above);
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<PAGE>
/ / if, at the time a purchase order is placed for Class A shares
that would otherwise be subject to the Class A contingent deferred sales charge,
the dealer agrees in writing to accept the dealer's portion of the commission
payable on the sale in installments of 1/18th of the commission per month (and
no further commission will be payable if the shares are redeemed within 18
months of purchase); or
/ / for distributions from OppenheimerFunds prototype 401(k)
plans for any of the following cases or 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) hardship withdrawals, as defined in the plan; (3) under a
Qualified Domestic Relations Order, as defined in the Internal Revenue Code; (4)
to meet the minimum distribution requirements of the Internal Revenue Code; (5)
to establish "substantially equal periodic payments" as described in Section
72(t) of the Internal Revenue Code, or (6) separation from service.
WAIVER OF INITIAL SALES CHARGES AND CONTINGENT DEFERRED SALES CHARGES FOR
CERTAIN INVESTORS PURCHASING CLASS B SHARES.
WAIVERS FOR REDEMPTIONS IN CERTAIN CASES. The Class B contingent
deferred sales charges will be waived for redemptions of shares in the following
cases, if the Transfer Agent is notified that these conditions apply to the
redemption:
/ / distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal Plan
after the participant reaches age 59-1/2, as long as the payments are no more
than 10% of the account value annually (measured from the date the Transfer
Agent receives the request), or (b) following the death or disability (as
defined in the Internal Revenue Code) of the participant or beneficiary (the
death or disability must have occurred after the account was established);
/ / redemptions from accounts other than Retirement Plans
following the death or disability of the last surviving shareholder (the death
or disability must have occurred after the account was established, and for
disability you must provide evidence of a determination of disability by the
Social Security Administration);
/ / returns of excess contributions to Retirement Plans;
/ / distributions from IRAs (including SEP-IRAs and SAR/SEP
accounts) before the participant is age 59-1/2, and distributions from 403(b)(7)
custodial plans or pension or profit sharing plans before the participant is age
59-1/2 but only after the participant has separated from service, if the
distributions are made in substantially equal periodic payments over the life
(or life expectancy) of the participant or the joint lives (or joint life
and last survivor expectancy) of the participant and the participant's
designated beneficiary (and the distributions must comply with other
requirements for such distributions under the Internal Revenue Code and may not
exceed 10% of the account value annually, measured from the date the Transfer
Agent receives the request);
/ / shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," above; or
/ / distributions from OppenheimerFunds prototype 401(k) plans (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal
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Revenue Code; (4) to make "substantially equal periodic payments" as
described in Section 72(t) of the Internal Revenue Code; or (5) for separation
from service.
WAIVERS FOR SHARES SOLD OR ISSUED IN CERTAIN TRANSACTIONS. The
contingent deferred sales charge is also waived on Class B 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; and
/ / shares issued in plans of reorganization to which a Fund is a
party.
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APPENDIX B
SPECIAL SALES CHARGE ARRANGEMENTS FOR FUND SHAREHOLDERS WHO WERE
SHAREHOLDERS OF CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
The initial and contingent sales charge rates and waivers for
Class A and Class B shares described elsewhere in this Supplement are modified
as described below for those shareholders of Connecticut Mutual Investment
Accounts, Inc. on March 17, 1996 ("former CMIA shareholders").
PRIOR CLASS A CDSC AND CLASS A SALES CHARGE WAIVERS
CLASS A CONTINGENT DEFERRED SALES CHARGE. Certain former CMIA shareholders are
entitled to continue to make additional purchases of Class A shares at net asset
value without the 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 former CMIA shareholders who are eligible for the prior
Class A CDSC are: (1) persons whose purchases of Class A shares of the Funds
were $500,000 prior to March 18, 1996, as a result of direct purchases or
purchases pursuant to the Funds' policies on Combined Purchases or Rights of
Accumulation, who still hold those shares in the Funds, and (2) persons whose
intended purchases under a Statement of Intention entered into prior to March
18, 1996, with the Funds' former general distributor 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.
Class A shares of the Funds that were purchased at net asset value
prior to March 18, 1996, remain subject to the prior Class A CDSC. If any
additional Class A 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 the
Funds may be purchased without a sales charge by a former CMIA shareholder who
was in one or more of the categories described 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 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 Funds; (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 Funds totaled $500,000 or more; (3) Directors of the Company and
members of their immediate families; (4) employee benefit plans sponsored by
Connecticut Mutual Financial Services, L.L.C. ("CMFS"), the Funds' prior
distributor, 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; (6) any holder of a variable
annuity contract
B-1
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issued in New York State by Connecticut Mutual Life Insurance Company through
the Panorama Separate Account which was beyond the applicable surrender charge
period and which was used to fund a qualified plan, if that holder exchanges the
variable annuity contract for Class A shares of Fund; and (7) 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 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 applicable Class A CDSC.
CLASS A AND CLASS B CONTINGENT DEFERRED SALES CHARGE WAIVERS.
In addition to the waivers set forth above under the caption "How
to Buy Shares," the contingent deferred sales charge will be waived for
redemptions of Class A and Class B shares of the Funds and exchanges of Class A
or Class B shares of the Funds into Class A or Class B shares of a 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, (ii) were acquired by exchange from
another Fund and the shares of that Fund were purchased prior to March 18, 1996
and (iii) were exchanged or redeemed in the following cases:
(1)by the estate of the deceased shareholder; (2) upon the
disability of the shareholder, as defined in Section 72(m) (7) of the Internal
Revenue code of 1986, as amended (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) 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 (5) in connection with the Company's right to
involuntarily redeem or liquidate a Fund; (6) 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; and (7) as involuntary redemptions of shares
by operation of law, or under procedures set forth in the Company's Articles of
Incorporation, or as adopted by the Board of Directors of the Company.
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