Registration No. 2-75276
File No. 811-3346
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 31 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
Amendment No. 32 /X/
OPPENHEIMER SERIES FUND, INC.
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 323-0200
- -------------------------------------------------------------------
(Registrant's Telephone Number)
Andrew J. Donohue
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b)
/X/ On December 16, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On ___________, 1996 pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a) (2)
/ / On _________, pursuant to paragraph (a)(2)
of Rule 485.
- -------------------------------------------------------------------
Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the
Registrant's fiscal year ended October 31, 1996, will be filed no
later than December 28, 1996.
<PAGE>
OPPENHEIMER SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A Disciplined Value Fund
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions; How the Fund is Managed--
Organization and History
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How to
Sell Shares; Shareholder Account Rules and Policies
8 How to Sell Shares; Special Investor Services
9 **
Part B of
Form N-1A Disciplined Value Fund
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Fund;
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
- ---------------------
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A Disciplined Allocation Fund*
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions; How the Fund is Managed--
Organization and History
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How to
Sell Shares; Shareholder Account Rules and Policies
8 How to Sell Shares; Special Investor Services
9 **
Part B of
Form N-1A Disciplined Allocation Fund
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Fund;
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
- ---------------------
* Not being filed with this Post-Effective Amendment No. 31
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A LifeSpan Balanced Fund*
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions; How the Fund is Managed--
Organization and History
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How to
Sell Shares; Shareholder Account Rules and Policies
8 How to Sell Shares; Special Investor Services
9 **
Part B of
Form N-1A LifeSpan Balanced Fund
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Fund;
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
- ---------------------
* Not being filed with this Post-Effective Amendment No. 31
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A LifeSpan Growth Fund*
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions; How the Fund is Managed--
Organization and History
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How to
Sell Shares; Shareholder Account Rules and Policies
8 How to Sell Shares; Special Investor Services
9 **
Part B of
Form N-1A LifeSpan Growth Fund
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Fund;
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
- ---------------------
* Not being filed with this Post-Effective Amendment No. 31
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A LifeSpan Income Fund*
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions; How the Fund is Managed--
Organization and History
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How to
Sell Shares; Shareholder Account Rules and Policies
8 How to Sell Shares; Special Investor Services
9 **
Part B of
Form N-1A LifeSpan Income Fund
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Fund;
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
- ---------------------
* Not being filed with this Post-Effective Amendment No. 31
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Disciplined Value Fund
Prospectus Dated December 16, 1996
Oppenheimer Disciplined Value Fund is a mutual fund that seeks
long term growth of capital by investing primarily in common stocks
with low price-earnings ratios and better-than-anticipated
earnings. Realization of current income is a secondary
consideration. In selecting investments for the Fund, the
investment advisor uses a quantitative value oriented investment
discipline in combination with fundamental securities analysis. The
Fund may also invest in corporate and U.S. Government debt
obligations and short-term debt instruments. The Fund may also use
"hedging" instruments to seek to reduce the risks of market
fluctuations that affect the value of the securities the Fund
holds. Please refer to "Investment Policies and Strategies" for
more information about the types of securities the Fund invests in
and refer to "Investment Risks" for a discussion of the risks of
investing in the Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and
keep it for future reference. You can find more detailed
information about the Fund in the December 16, 1996 Statement of
Additional Information. For a free copy, call OppenheimerFunds
Services, the Fund's Transfer Agent, at 1-800-525-7048, or write to
the Transfer Agent at the address on the back cover. The Statement
of Additional Information has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated into this
Prospectus by reference (which means that it is legally part of
this Prospectus).
OppenheimerFunds
Shares of the Fund are not deposits or obligations of any bank, are
not guaranteed by any bank, are not insured by the F.D.I.C. or any
other agency, and involve investment risks, including the possible
loss of the principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
Investment Risks
Investment Techniques and Strategies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Gains and Taxes
Appendix A.: Special Sales Charge Arrangements
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other
services and those expenses are subtracted from the Fund's assets
to calculate the Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges and account transaction
charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and the share of a
Fund's business operating expenses that you will bear indirectly.
The numbers below are based on the Fund's expenses during the
fiscal period January 1, 1996 through October 31, 1996.
Shareholder Transaction Expenses are charges you pay when
you buy or sell shares of the Fund. Please refer to "About Your
Account" starting on page 22 for an explanation of how and when
these charges apply.
<TABLE>
<CAPTION>
Class A Class B Class C Class Y
Shares Shares Shares Shares
<S> <C> <C> <C> <C>
Maximum Sales Charge
on Purchases (as a % of
offering price) 5.75% None None None
Maximum Deferred Sales Charge
(as a % of the lower of the
original offering price or
redemption proceeds) None(1) 5% in the 1% if shares None
first year, are redeemed
declining to within 12 months
1% in the of purchase(2)
sixth year
and eliminated
thereafter(2)
Maximum Sales Charge on
Reinvested Dividends None None None None
Exchange Fee None None None None
Redemption Fee None(3) None(3) None(3) None(3)
</TABLE>
(1) If you invest $1 million or more ($500,000 or more for
purchases by "Retirement Plans," as defined in "Class A Contingent
Deferred Sales Charge" on page 27)in Class A shares, you may have
to pay a sales charge of up to 1% if you sell your shares within 18
calendar months from the end of the calendar month during which you
purchased those shares. See "How to Buy Shares - Buying Class A
Shares," below.
(2) See "How to Buy Shares -- Buying Class B Shares," and "Buying
Class C Shares" below, for more information on the contingent
deferred sales charges.
(3) There is a $10 transaction fee for redemption proceeds paid by
Federal Funds wire, but not for redemptions paid by check or ACH
transfer through AccountLink.
Annual Fund Operating Expenses are paid out of the Fund's
assets and represent the Fund's expenses in operating its business.
For example, the Fund pays management fees to its investment
advisor, OppenheimerFunds, Inc. (which is referred to in this
Prospectus as the "Manager"). The rates of the Manager's fees are
set forth in "How the Fund is Managed," below. The Fund has other
regular expenses for services, such as transfer agent fees,
custodial fees paid to the bank that holds the Fund's portfolio
securities, audit fees and legal expenses. Those expenses are
detailed in the Fund's Financial Statements in the Statement of
Additional Information.
Annual Fund Operating Expenses (as a Percentage of Average Net
Assets):
<TABLE>
<CAPTION>
Class A Class B Class C Class Y
Shares Shares Shares Shares
<S> <C> <C> <C> <C>
Management Fees 0.625% 0.625% 0.625% 0.625%
12b-1 Plan Fees 0.243% 1.00% 1.00% 0.0%
Other Expenses 0.262% 0.255% 0.245% 0.262%
Total Fund
Operating Expenses 1.13% 1.88% 1.87% 0.89%
</TABLE>
The numbers for Class A and Class B shares in the chart above
are based on the Fund's expenses during the fiscal period of
January 1, 1996 to October 31, 1996. These amounts are shown as a
percentage of the average net assets of each class of the Fund's
shares for that period. Class C shares were not publicly offered
before May 1, 1996. Therefore, the Class C Annual Fund Operating
Expenses shown are based on expenses for the period from May 1,
1996 until October 31, 1996. Class Y shares were not publicly
offered before December 16, 1996. Accordingly, the "Total Fund
Operating Expenses" for Class Y shares are estimates based upon
amounts that would have been payable if Class Y shares had been
outstanding during the fiscal period. The actual expenses for each
class of shares in future years may be more or less than the
numbers in the chart, depending on a number of factors, including
the actual amount of the Fund's assets represented by each class of
shares.
The "12b-1 Distribution Plan Fees" for Class A shares are the
service fees (which can be up to a maximum of 0.25% of average
annual net assets of that class). For Class B and Class C shares,
12b-1 Plan Fees include the service fees (which can be up to a
maximum of 0.25%) and an annual asset-based sales charges of 0.75%.
These plans are described in greater detail in "How to Buy Shares."
Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples
shown below. Assume that you make a $1,000 investment in each class
of shares of the Fund, and the Fund's annual return is 5%, and that
its operating expenses for each class are the ones shown in the
Annual Fund Operating Expenses table above. If you were to redeem
your shares at the end of each period shown below, your investment
would incur the following expenses by the end of 1, 3, 5 and 10
years:
1 year 3 years 5 years 10 years*
Class A Shares $68 $91 $116 $187
Class B Shares $69 $89 $122 $183
Class C Shares $29 $59 $101 $219
Class Y Shares $ 9 $28 $ 49 $110
If you did not redeem your investment, it would incur the following
expenses:
1 year 3 years 5 years 10 years*
Class A Shares $68 $91 $116 $187
Class B Shares $19 $59 $102 $183
Class C Shares $19 $59 $101 $219
Class Y Shares $ 9 $28 $ 49 $108
*In the first example, expenses include the Class A initial sales
charge and the applicable Class B or Class C contingent deferred
sales charge. In the second example, Class A expenses include the
initial sales charge, but Class B and Class C expenses do not
include contingent deferred sales charges. The Class B expenses in
years 7 through 10 are based on the Class A expenses shown above,
because the Fund automatically converts your Class B shares into
Class A shares after 6 years. Because of the effect of the
asset-based sales charge and the contingent deferred sales charge
on Class B and Class C shares, long-term Class B and Class C
shareholders could pay the economic equivalent of more than the
maximum front-end sales charge allowed under applicable
regulations. For Class B shareholders, the automatic conversion of
Class B shares into Class A shares is designed to minimize the
likelihood that this will occur. Please refer to "How to Buy Shares
- -- Buying Class B Shares" for more information.
These examples show the effect of expenses on an investment,
but are not meant to state or predict actual or expected costs or
investment returns of the Fund, which may be more or less than the
amounts shown.
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below,
with references to the section of this Prospectus where more
complete information can be found. You should carefully read the
entire Prospectus before making a decision about investing in the
Fund. Keep the Prospectus for reference after you invest,
particularly for information about your account, such as how to
sell or exchange shares.
What is the Fund's Investment Objective? The Fund seeks
long-term growth of capital by investing primarily in common stocks
with low price-earnings ratios and better-than-anticipated
earnings. Realization of current income is a secondary
consideration.
What Does the Fund Invest In? Under normal market
conditions, the Fund expects to invest primarily in common stocks.
The Fund may also invest in U.S. Government securities and
corporate debt obligations, including corporate bonds rated below
investment grade securities (commonly called "junk bonds") and may
invest to a limited degree in foreign securities. The Fund may
write covered calls and use certain types of "hedging instruments"
and "derivative instruments" to seek to reduce the risks of market
fluctuations that affect the value of the securities the Fund
holds. These investments are more fully explained in "Investment
Objective and Policies" starting on page 10.
Who Manages the Fund? The Fund's investment advisor is
OppenheimerFunds, Inc., which (including a subsidiary) advises
investment company portfolios having over $60 billion in assets at
November 30, 1996. The Manager is paid an advisory fee by the Fund,
based on its net assets. The Fund's Board of Directors, elected by
shareholders, oversees the investment advisor and the portfolio
managers. The Fund has a team of portfolio managers, who are
employed by the Manager. Peter M. Antos is the senior portfolio
manager and he is assisted by Michael C. Strathearn and Kenneth B.
White. Please refer to "How the Fund is Managed," starting on page
15 for more information about the Manager and its fees.
How Risky is the Fund? All investments carry risks to some
degree. The Fund's investments in stocks are subject to changes in
their value from a number of factors such as changes in general
stock market movements. A change in value of a particular stock may
result from an event affecting the issuer. These changes affect the
value of the Fund's investments and its share prices for each class
of its shares. The Fund's investments in convertible fixed income
securities are subject to interest rate risks and credit risks
which can negatively impact the value of the security and the
Fund's net asset value per share. In addition, the Fund may invest
in high-yield, lower rated convertible fixed income securities.
Such securities are considered speculative and may be subject to
greater market fluctuations and risks of loss of income and
principle and have less liquidity than investments in higher-rated
securities. There are certain risks associated with investments in
foreign securities, including those related to changes in foreign
currency rates, that are not present in domestic securities.
In the Oppenheimer funds' spectrum, the Fund is considered a
growth fund that is considerably more aggressive than equity income
or growth and income funds because it invests for long-term growth
of capital in common stocks that tend to be more volatile than
other investments. While the Manager tries to reduce risks by
diversifying investments, by researching securities before they are
purchased for the Fund's portfolio, and in some cases may use
hedging techniques, there is no guarantee of success in achieving
the Fund's objective and your shares may be worth more or less than
their original cost when you redeem them. Please refer to
"Investment Objective and Policies" starting on page 10 for a more
complete discussion of the Fund's investment risks.
How Can I Buy Shares? You can buy shares through your dealer
or financial institution, or you can purchase shares directly
through the Distributor by completing an Application or by using an
Automatic Investment Plan under AccountLink. Please refer to "How
To Buy Shares" beginning on page 22 for more details.
Will I Pay a Sales Charge to Buy Shares? The Fund offers the
individual investor three offers: the individual investor three
classes of shares. Each class of shares has the same investment
portfolio, but different expenses. Class A shares are offered with
a front-end sales charge, starting at 5.75% and reduced for larger
purchases. Class B and Class C shares are offered without front-end
sales charges, but may be subject to a contingent deferred sales
charge if redeemed within 6 years or 12 months, respectively, of
purchase. There is also an annual asset-based sales charge on Class
B and Class C shares. Please review "How To Buy Shares" starting on
page 22 for more details, including a discussion about factors you
and your financial advisor should consider in determining which
class may be appropriate for you.
How Can I Sell My Shares? Shares can be redeemed by mail or
by telephone call to the Transfer Agent on any business day or
through your dealer. Please refer to "How To Sell Shares" on page
37. The Fund also offers exchange privileges to other Oppenheimer
funds, described in "How to Exchange Shares" on page 39.
How Has the Fund Performed? The Fund measures its
performance by quoting its average annual total returns and
cumulative total returns, which measure historical performance.
Those returns can be compared to the total returns (over similar
periods) of other funds. Of course, other funds may have different
objectives, investments, and levels of risk. The Fund's performance
can also be compared to broad market indices, which we have done on
pages 20 and 21. Please remember that past performance does not
guarantee future results.
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data and expense
ratios and other data based on the Fund's average net assets. Class
B shares have been offered since October 1, 1995. Class C shares
have been offered since May 1, 1996. Class Y shares were not
publicly offered during the periods shown and consequently, no
information on Class Y shares is included in the tables on the
following pages or in the Fund's financial statements. The Fund
recently changed its fiscal year from December 31 to October 31.
The information for the Fund's last fiscal period has been audited
by KPMG Peat Marwick LLP, the Fund's independent auditors, whose
report for the fiscal period ended October 31, 1996 is included in
the Statement of Additional Information. Additional information
about the performance of the Fund is contained in the 1996 Annual
Report which may be obtained without charge by calling the Fund at
the telephone number or writing to the Fund's address on the back
cover. The information in the table for the fiscal periods prior
to 1996 was audited by the Fund's previous independent auditors.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS CLASS A
- ----------------------------------------------------------------------------------------
TEN MONTHS
ENDED
OCT. 31, YEAR ENDED DECEMBER 31,
1996(3) 1995 1994 1993 1992 1991 1990
=====================================================================
===============================================================
PER SHARE OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C>
<C>
Net asset value, beginning of period $17.84 $14.20 $15.14 $14.20 $14.40
$11.62 $13.05
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Income (loss) from investment operations:
Net investment income .15 .25 .22 .30 .26 .25
.34
Net realized and unrealized gain (loss) 1.88 4.88 (.32) 2.64 1.44 4.00
(1.36)
- ----------------------------------------------------------------------------------------
Total income (loss) from investment
operations 2.03 5.13 (.10) 2.94 1.70 4.25
(1.02)
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.10) (.25) (.22) (.30) (.26) (.25)
(.34)
Distributions from net realized gain (.12) (1.24) (.62) (1.70) (1.64) (1.22)
(.07)
- ----------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (.22) (1.49) (.84) (2.00) (1.90) (1.47)
(.41)
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Net asset value, end of period $19.65 $17.84 $14.20 $15.14 $14.20
$14.40 $11.62
=====================================================================
===================
=====================================================================
===============================================================
TOTAL RETURN, AT NET ASSET VALUE(4) 11.41% 36.40% (0.65)% 20.91%
11.99% 36.91% (7.98)%
=====================================================================
===============================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $180,784 $118,118 $78,390 $64,495 $45,600
$40,716 $35,202
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Average net assets (in thousands) $135,940 $ 98,063 $71,956 $54,682 $42,432
$36,087 N/A (5)
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Ratios to average net assets:
Net investment income (loss) 1.01%(6) 1.53% 1.50% 1.95% 1.74%
1.74% 2.73%
Expenses 1.13%(6) 1.22% 1.02% 1.05% 1.12% 1.19%
1.19%
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Portfolio turnover rate(7) 73.9% 69.7% 98.5% 99.7% 141.7%
148.3% 144.0%
Average brokerage commission rate(8) $0.0697 -- -- -- -- --
--
</TABLE>
1. For the period from May 1, 1996 (inception of offering) to October 31, 1996.
2. For the period from October 1, 1995 (inception of offering) to
December 31, 1995.
3. The Fund changed its fiscal year end from December 31 to October 31. On
March 18, 1996, OppenheimerFunds, Inc. became the investment adviser to the
Fund.
4. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), 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.
5. Not available.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS CLASS A (CONTINUED) CLASS
B CLASS C
---------------------------------------------- --------------------- --------
TEN MONTHS PERIOD
PERIOD
ENDED ENDED ENDED
YEAR ENDED DECEMBER 31, OCT. 31, DEC.
31, OCT. 31,
1989 1988 1987 1986 1996(3) 1995(2)
1996(1)
=====================================================================
===============================================================
PER SHARE OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C>
<C>
Net asset value, beginning of period $11.00 $9.80 $11.97 $10.94 $18.08
$17.83 $18.79
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Income (loss) from investment operations:
Net investment income .51 .20 .22 .24 .05 .02
.06
Net realized and unrealized gain (loss) 3.30 1.20 (.12) 1.11 1.83 1.40
.94
- ----------------------------------------------------------------------------------------
Total income (loss) from investment
operations 3.81 1.40 .10 1.35 1.88 1.42 1.00
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.51) (.20) (.22) (.24) (.07) (.02)
(.10)
Distributions from net realized gain (1.25) -- (2.05) (.08) (.12) (1.15)
(.12)
- ----------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (1.76) (.20) (2.27) (.32) (.19) (1.17)
(.22)
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Net asset value, end of period $13.05 $11.00 $9.80 $11.97 $19.77
$18.08 $19.57
=====================================================================
===================
=====================================================================
===============================================================
TOTAL RETURN, AT NET ASSET VALUE(4) 34.86% 14.32% (0.29)% 12.25%
10.43% 8.04% 5.35%
=====================================================================
===============================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $37,323 $26,285 $19,638 $19,469 $5,854
$717 $715
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Average net assets (in thousands) N/A (5) N/A (5) N/A (5) N/A (5) $2,903
$306 $342
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Ratios to average net assets:
Net investment income (loss) 3.90% 1.95% 1.71% 2.21% 0.22%(6)
0.21%(6) 0.04%(6)
Expenses 1.18% 1.23% 1.17% 1.31% 1.88%(6)
1.97%(6) 1.87%(6)
- ------------------------------------------------------------------------------------------------------------------
- ------------------
Portfolio turnover rate(7) 169.8% 246.1% 214.3% 163.2% 73.9%
69.7% 73.9%
Average brokerage commission rate(8) -- -- -- -- $0.0697 --
$0.0697
</TABLE>
6. Annualized.
7. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities owned
during the period. Securities with a maturity or expiration date at the time of
acquisition of one year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities) for the period
ended October 31, 1996 were $128,801,684 and $90,147,069, respectively.
8. Total brokerage commissions paid on applicable purchases and sales of
portfolio securities for the period, divided by the total number of related
shares purchased and sold.
Investment Objective and Policies
Objective. The Fund seeks long term growth of capital by investing
primarily in common stocks with low price-earnings ratios and
better-than-anticipated earnings. Realization of current income is
a secondary consideration.
Investment Policies and Strategies. Under normal circumstances,
most of the Fund's assets will be invested in stocks. The Manager
chooses stock investments for the Fund using a quantitative value
oriented investment discipline in combination with fundamental
securities analysis. A stock may have a low price-earnings ratio
(for example, below the price-earnings ratio of the S&P 500 Index)
because it is out-of-favor in the market. When an out-of-favor
company demonstrates better earnings than what most analysts were
expecting, this is referred to as a favorable earnings surprise.
This may cause market analysts and investors to reevaluate the
issuer's earnings expectations and the price-earnings multiple,
which in turn may cause the company's stock price to increase in
value.
As stocks with low price-earnings ratios and favorable
earnings surprises are identified, the Manager uses fundamental
securities analysis to select individual stocks for the Fund. When
the price-earnings ratio of a stock held by the Fund moves
significantly above the multiple of the overall stock market, or
the company reports a material earnings disappointment, the Fund
will normally sell the stock.
The Fund may invest the remainder of its net assets (up to 10%
under normal circumstances) in U.S. Government securities and
corporate debt obligations, including convertible bonds, which may
be rated as low as B by Moody's Investors Service, Inc. ("Moody's")
or Standard and Poor's Corporation ("Standard & Poor's"), Fitch
Investors Service, Inc., Duff & Phelps, Inc. or another nationally
recognized statistical rating organization. The Statement of
Additional Information contains a more detailed discussion of the
debt securities the Fund may invest in. Under normal market
conditions, the Fund may maintain up to 15% of its net assets in
cash and cash equivalent investments.
When market conditions are unstable, the Fund may invest
without limit in high-quality short-term debt securities for
temporary defensive purposes, as described below.
Consistent with the foregoing policies, the Fund may invest to
a limited degree in securities of foreign issuers, including
issuers in developing countries. Please refer to "Foreign
Securities," below.
Can the Fund's Investment Objective and Policies Change? The
Fund has an investment objective, described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and
strategies in carrying out those investment policies. The Fund's
investment policies and practices are not "fundamental" unless this
Prospectus or the Statement of Additional Information says that a
particular policy is "fundamental." The Fund's investment objective
is not a fundamental policy. Shareholders of the Fund will be given
30 days' advance written notice of a change to the Fund's
investment objective.
Fundamental policies are those that cannot be changed without
the approval of a "majority" of the Fund's outstanding voting
shares. The term "majority" is defined in the Investment Company
Act to be a particular percentage of outstanding voting shares (and
this term is explained in the Statement of Additional Information).
The Fund's Board of Directors may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus.
Foreign Securities. The Fund may purchase equity and debt
securities issued by foreign companies or issued or guaranteed by
foreign governments. The Fund may purchase securities in any
country, developed or underdeveloped. Investments in securities of
issuers in underdeveloped countries or countries that have emerging
markets generally may offer greater potential for gain but involve
more risk and may be considered highly speculative. As a matter of
fundamental policy, the Fund may not invest more than 10% of its
total assets in foreign securities, except that the Fund may invest
up to 25% of its total assets in foreign equity and debt securities
that are (i) issued, assumed or guaranteed by foreign governments
or their political subdivisions or instrumentalities, (ii) assumed
or guaranteed by domestic issuers, including Eurodollar securities,
or (iii) issued, assumed or guaranteed by foreign issuers having a
class of securities listed for trading on The New York Stock
Exchange. The Fund will hold foreign currency only in connection
with the purchase or sale of foreign securities. There are special
risks of investing in foreign securities, described in "Investment
Risks," below.
Portfolio Turnover. A change in the securities held by the
Fund is known as "portfolio turnover." The Fund ordinarily does not
engage in short-term trading to try to achieve its objective. As a
result, the Fund's portfolio turnover currently is not expected to
be more than 100% a year. The "Financial Highlights," above, show
the Fund's portfolio turnover rates during past fiscal years.
Portfolio turnover affects brokerage costs, dealer markups and
other transaction costs, and results in the Fund's realization of
capital gains or losses for tax purposes. It may also affect the
ability of the Fund to qualify as a "regulated investment company"
under the Internal Revenue Code and avoid being taxed on amounts
distributed as dividends and capital gains to shareholders. The
Fund qualified in its last fiscal year and intends to do so in the
current and future years, although it reserves the right not to
qualify.
Investment Risks
All investments carry risks to some degree, whether they are risks
that market prices of the investment will fluctuate (this is known
as "market risk") or that the underlying issuer will experience
financial difficulties and may default on its obligation under a
fixed-income investment to pay interest and repay principal (this
is referred to as "credit risk"). These general investment risks
and the special risks of certain types of investments that the Fund
may hold are described below. They affect the value of the Fund's
investments, its investment performance and the prices of its
shares. These risks collectively form the risk profile of the Fund.
Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, the Fund is designed for
investors who are investing for the long term. It is not intended
for investors seeking assured income or preservation of capital.
While the Manager tries to reduce risks by diversifying
investments, by carefully researching securities before they are
purchased, and in some cases, may use hedging techniques, changes
in overall market prices can occur at any time, and because the
income earned on securities is subject to change, there is no
assurance that the Fund will achieve its investment objective. When
you redeem your shares, they may be worth more or less than what
you paid for them.
Stock Investment Risks. Because the Fund invests a
substantial portion of its assets in stocks, the value of the
Fund's portfolio will be affected by changes in the stock markets.
At times, the stock markets can be volatile and stock prices can
change substantially. This market risk will affect the Fund's net
asset values per share, which will fluctuate as the values of the
Fund's portfolio securities change. Not all stock prices change
uniformly or at the same time, not all stock markets move in the
same direction at the same time, and other factors can affect a
particular stock's prices (for example, poor earnings reports by an
issuer, loss of major customers, major litigation against an
issuer, and changes in government regulations affecting an
industry). Not all of these factors can be predicted.
The Fund attempts to limit market risks by diversifying its
investments, that is, by not holding a substantial amount of the
stock of any one company and by not investing too great a
percentage of the Fund's assets in any one company. Also, the Fund
does not concentrate its investments in any one industry or group
of industries.
Foreign Securities Have Special Risks. While foreign
securities may offer special investment opportunities, there are
also special risks. The change in value of a foreign currency
against the U.S. dollar will result in a change in the value of the
securities denominated in that foreign currency. Foreign issuers
are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign
investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in
governmental, economic or monetary policy in the U.S. or abroad, or
other political and economic factors. More information about the
risks and potential rewards of investing in foreign securities and
other types of securities are contained in the Statement of
Additional Information.
Investment Techniques and Strategies
The Fund may also use the investment techniques and strategies
described below. These techniques involve certain risks. The
Statement of Additional Information contains more information about
these and other practices, including limitations on their use that
may help to reduce some of the risks.
Warrants and Rights. Warrants basically are options to
purchase stock at set prices that are valid for a limited period of
time. Rights are similar to warrants but normally have a short
duration and are distributed directly by the issuer to its
shareholders. The Fund may invest up to 5% of its total assets in
warrants or rights. That 5% limitation does not apply to warrants
the Fund has acquired as part of units with other securities or
that are attached to other securities. No more than 2% of the
Fund's total assets may be invested in warrants that are not listed
on either The New York Stock Exchange or The American Stock
Exchange.
"When-Issued" and Delayed Delivery Transactions. The Fund
may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "delayed delivery" basis. These terms refer
to securities that have been created and for which a market exists,
but which are not available for immediate delivery. There may be a
risk of loss to the Fund if the value of the security declines
prior to the settlement date.
Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security
and simultaneously sells it to the vendor for delivery at a future
date. Repurchase agreements must be fully collateralized. However,
if the vendor fails to pay the resale price on the delivery date,
the Fund may experience costs in disposing of the collateral and
may experience losses if there is any delay in doing so. As a
matter of fundamental policy, the Fund will not enter into a
repurchase agreement that causes more than 10% of its net assets to
be invested in illiquid and restricted securities (as described
below) which includes repurchase agreements having a maturity
beyond seven days.
Illiquid and Restricted Securities. Under the policies
established by the Fund's Board of Directors, 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 matter of fundamental policy, the Fund will not invest
more than 10% (the Board may increase that limit to 15%) of its
total assets in illiquid and restricted securities (including
repurchase agreements having a maturity beyond 7 days, portfolio
securities which do not have readily available market quotations,
and time deposits maturing in more than 2 days). The Fund has
undertaken (as a matter of non-fundamental policy) to apply this
restriction to 10% of its net assets. The Fund's 10% percent
limitation on illiquid securities does not apply to certain
restricted securities that are eligible for resale to qualified
institutional buyers. The Manager has no present intention of
investing more than 5% of the Fund's net assets in Illiquid and
Restricted securities.
Temporary Defensive Investments. When the Manager believes
it is appropriate (for example, because of unstable market
conditions), the Fund can hold large amounts of cash or invest
without limit in money market instruments for temporary defensive
purposes. This is in contrast to the Fund's normal holding of up to
15% of its total assets in cash and cash equivalent investments.
The Fund will invest in high quality, short-term money market
instruments such as U.S. Treasury and agency obligations;
commercial paper (short-term, unsecured, negotiable promissory
notes of a domestic or foreign company); short-term debt
obligations of corporate issuers; and certificates of deposit and
bankers' acceptances (time drafts drawn on commercial banks usually
in connection with international transactions) of domestic or
foreign banks and savings and loan associations. The Fund will
purchase money market instruments denominated in a foreign currency
only within the limitations described under "Foreign Securities."
The issuers of foreign money market instruments purchased by the
Fund must have at least $1 billion dollars (U.S.) of assets.
The Fund may also invest in obligations of foreign branches of
U.S. banks (referred to as Eurodollar obligations) and U.S.
branches of foreign banks (Yankee dollars) as well as foreign
branches of foreign banks. These investments involve risks that are
different from investment in securities of U.S. banks.
Hedging. The Fund may write covered call options on
securities, stock indices and foreign currency. It may purchase
and sell certain kinds of exchange traded futures contracts,
forward contracts, and options on futures, and broadly based stock
indices and foreign currencies. These are all referred to as
"hedging instruments." While the Fund has not engaged and does not
intend to engage extensively in hedging, the Fund may use these
instruments for hedging purposes.
The Fund may write covered call options and buy and sell
futures and forward contracts for a number of purposes. It may do
so to try to manage its exposure to the possibility that the prices
of its portfolio securities may decline, or to establish a position
in the securities market as a temporary substitute for purchasing
individual securities. Some of these strategies, such as selling
futures and writing covered calls, hedge the Fund's portfolio
against price fluctuations.
Other hedging strategies, such as buying futures, tend to
increase the Fund's exposure to the securities market. See the
Statement of Additional Information for a further discussion of the
hedging instruments the Fund may purchase or sell. There are
special risks of using hedging instruments, described in "Hedging"
in the Statement of Additional Information.
Derivative Investments. Derivative investments may be used
by the Fund in some cases for hedging purposes and in other cases
to seek income. In the broadest sense, exchange-traded options and
futures contracts (discussed in "Hedging," above) may be considered
"derivative investments." There are special risks in investing in
derivatives, discussed in the Statement of Additional Information.
Other Investment Restrictions. The Fund has other investment
restrictions which are "fundamental" policies. Among these
fundamental policies, the Fund cannot do any of the following:
The Fund cannot borrow amounts in excess of 10% of the
Fund's total assets, taken at market value at the time of the
borrowing, and then only from banks as a temporary measure for
extraordinary or emergency purposes, or make investments in
portfolio securities while such outstanding borrowings exceed 5% of
the Fund's total assets.
The Fund cannot invest more than 25% of its assets in
securities of issuers in any single industry, provided that this
limitation shall not apply to obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities. For the
purpose of this restriction, each utility that provides a separate
service (e.g., gas, gas transmission, electric or telephone) shall
be considered a separate industry. This test shall be applied on a
pro forma basis using the market value of all assets immediately
prior to making any investment. The Fund has undertaken as a matter
of non-fundamental policy to apply this restriction to 25% or more
of its total assets.
The Fund cannot invest more than 5 percent of the Fund's
total assets (taken at market value at the time of each investment)
in the securities (other than United States Government or
Government agency securities) of any one issuer (including
repurchase agreements with any one bank or dealer) or more than 15
percent of the Fund's total assets in the obligations of any one
bank.
The Fund cannot purchase more than either (i) 10 percent
in principal amount of the outstanding debt securities of an
issuer, or (ii) 10 percent of the outstanding voting securities of
an issuer, except that such restrictions shall not apply to
securities issued or guaranteed by the United States Government or
its agencies, bank money instruments or bank repurchase agreements.
Unless the prospectus states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund
makes an investment, and the Fund need not sell securities to meet
the percentage limits if the value of the investment increases in
proportion to the size of the Fund (with the exception of the
regulatory percentage limits in the Statement of Additional
Information that apply to borrowing). Other investment
restrictions are listed in "Investment Restrictions" in the
Statement of Additional Information.
How the Fund is Managed
Organization and History. The Fund is a diversified series of
Oppenheimer Series Fund, Inc. (the "Company"). The Company was
organized in 1981 as a Maryland corporation and is an open-end
management investment company. Organized as a series fund, the
Company presently has five series, including the Fund. Until March
18, 1996, the Fund was called Connecticut Mutual Growth Account.
The Company (and each series, including the Fund) is governed
by a Board of Directors, which is responsible for protecting the
interests of shareholders under Maryland law. The Directors meet
periodically throughout the year to oversee the Fund's activities,
review its performance, and review the actions of the Manager.
"Directors and Officers of the Fund" in the Statement of Additional
Information names the Directors and officers of the Fund and
provides more information about them. Although the Fund normally
will not 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 Director
or to take other action described in the Fund's Articles of
Incorporation.
The Board of Directors has the power, without shareholder
approval, to divide unissued shares of the Fund into two or more
classes. The Board has done so, and the Fund currently has four
classes of shares, Class A, Class B, Class C and Class Y. All
classes invest in the same investment portfolio. Each class has its
own dividends and distributions, and pays certain expenses which
may be different for the different classes. Each class may have a
different net asset value. Each share has one vote at shareholder
meetings, with fractional shares voting proportionally on matters
submitted to the vote of shareholders. Shares of each class may
have separate voting rights on matters in which interests of one
class are different from interests of another class, and shares of
a particular class vote as a class on matters that affect that
class alone. Shares are freely transferrable. Please refer to "How
the Funds are Managed" in the Statement of Additional Information
for further information on voting of shares.
The Manager and Its Affiliates. The Fund is managed by the Manager,
OppenheimerFunds, Inc., which is responsible for selecting the
Fund's investments and handles its day-to-day business. The Manager
carries out its duties, subject to the policies established by the
Board of Directors, under an Investment Advisory Agreement which
states the Manager's responsibilities. The Agreement sets forth the
rate of the management fees paid by the Fund to the Manager and
describes the expenses that the Fund is responsible to pay to
conduct its business.
The Manager has operated as an investment adviser since 1959.
The Manager (including a subsidiary)currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $60 billion as of November 30, 1996, and with more than 3
million shareholder accounts. The Manager is owned by Oppenheimer
Acquisition Corp., a holding company that is owned in part by
senior officers of the Manager and controlled by Massachusetts
Mutual Life Insurance Company.
Portfolio Management. The Fund has a portfolio management
team consisting of three portfolio managers. The principal
Portfolio Manager of the Fund is Peter M. Antos. He is a Vice
President of the Fund and a Senior Vice President of the Manager
and has been the senior portfolio manager of the Fund's portfolio
since 1989. He is also a Chartered Financial Analyst and serves as
a portfolio manager of other Oppenheimer funds. Mr. Antos was
employed since 1976 by the Fund's prior investment adviser, G.R.
Phelps & Co., Inc., and served as a Vice President and Senior
Portfolio Manager, Equities since 1989, before joining Oppenheimer
Funds on March 1, 1996. Mr. Michael C. Strathearn and Mr. Kenneth
B. White are also Vice Presidents and portfolio managers of the
Fund and Vice Presidents of the Manager. Each is also a Chartered
Financial Analyst, and each was employed, since 1985 and 1987,
respectively, by Connecticut Mutual Life Insurance Company, the
parent of G.R. Phelps, prior to joining Oppenheimer Funds, Inc. on
March 1, 1996. Both have been portfolio managers for the Fund since
1989.
Fees and Expenses. Under the Investment Advisory Agreement,
the Fund pays the Manager a monthly fee at the following annual
rates, which decline on additional assets as the Fund grows: 0.625%
of the first $300 million of average annual net assets; 0.500% of
the next $100 million; and 0.450% of average annual net assets in
excess of $400 million. The Fund's management fee for the fiscal
period of January 1, 1996 to October 31, 1996 was 0.625% of the
average annual net assets for each class of shares that were
offered. Class C shares were only offered during a portion of the
fiscal period of January 1, 1996 to October 31, 1996.
The Fund pays expenses related to its daily operations, such
as custodian fees, Directors' fees, transfer agency fees, legal and
auditing costs. Those expenses are paid out of the Fund's assets
and are not paid directly by shareholders. However, those expenses
reduce the net asset value of shares, and therefore are indirectly
borne by shareholders through their investment. More information
about the Investment Advisory Agreement and the other expenses paid
by the Fund is contained in the Statement of Additional
Information.
There is also information about the Fund's brokerage policies
and practices in "Brokerage Policies of the Funds" in the Statement
of Additional Information. That section discusses how brokers and
dealers are selected for the Fund's portfolio transactions. When
deciding which brokers to use, the Manager is permitted by the
Investment Advisory Agreement to consider whether brokers have sold
shares of the Fund or any other funds for which the Manager serves
as investment adviser.
The Distributor. The Fund's shares are sold through dealers,
brokers, banks and other financial institutions that have a sales
agreement with OppenheimerFunds Distributor, Inc., a subsidiary of
the Manager that acts as the Fund's Distributor. The Distributor
also distributes the shares of the other Oppenheimer funds and is
sub-distributor for funds managed by a subsidiary of the Manager.
The Transfer Agent. The Fund's Transfer Agent is
OppenheimerFunds Services, a division of the Manager, which acts as
the shareholder servicing agent for the Fund on an "at-cost" basis.
It also acts as the shareholder servicing agent for the other
Oppenheimer funds. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free number
shown below in this Prospectus or on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the term
"total return" to illustrate its performance. The performance of
each class of shares is shown separately, because the performance
of each class of shares will usually be different as a result of
the different kinds of expenses each class bears. These returns
measure the performance of a hypothetical account in the Fund over
various periods, and do not show the performance of each
shareholder's account (which will vary if dividends are received in
cash, or shares are sold or purchased). The Fund's performance data
may help you see how well your investment has done over time and to
compare it to market indices.
It is important to understand that the Fund's total returns
represent past performance and should not be considered to be
predictions of future returns or performance. More detailed
information about how total returns are calculated is contained in
the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio,
expenses and which class of shares you purchase.
Total Returns. There are different types of "total returns"
used to measure the Fund's performance. Total return is the change
in value of a hypothetical investment in the Fund over a given
period, assuming that all dividends and capital gains distributions
are reinvested in additional shares. The cumulative total return
measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate
of return for each year in a period that would produce the
cumulative total return over the entire period. However, average
annual total returns do not show the Fund's actual year-by-year
performance.
When total returns are quoted for Class A shares, normally the
current maximum initial sales charge has been deducted. When total
returns are shown for Class B and Class C shares, normally the
contingent deferred sales charge that applies to the period for
which total return is shown has been deducted. However, total
returns may also be quoted at "net asset value," without including
the effect of either the front-end or the appropriate contingent
deferred sales charge, as applicable, and those returns would be
less if sales charges were deducted.
How has the Fund Performed? Below is a discussion by the Manager of
the Fund's performance during its fiscal period of January 1, 1996
to October 31, 1996, followed by a graphical comparison of the
Fund's performance to an appropriate broad-based market index.
Management's Discussion of Performance. During the fiscal
period from January 1, 1996 to October 31, 1996, the domestic stock
market performed strongly, reaching record highs. The Manager
maintained its strategy of targeting stocks with low price-to-
earnings ratios and recent positive earnings surprises. During
that fiscal period, the Fund underperformed the stock market. The
Manager believes this was due, in part, to investor anxiety about
the economic and political environments and a resulting willingness
to pay for stocks with higher price-to-earnings ratios that offered
a greater level of certainty. The result was that the Manager's
stock selection strategy was out of favor in the growing but
volatile market environment.
Comparing the Fund's Performance to the Market The graphs
below show the performance of a hypothetical $10,000 investment in
Class A , Class B and Class C shares of the Fund held until October
31, 1996. In the case of Class A shares, performance is measured
over a ten-year period, and in the case of Class B shares,
performance is measured from the inception of the class on October
2, 1995. In the case of Class C shares, performance is measured
from the inception of the class on May 1, 1996.
The Fund's performance is compared to the performance of the
S&P 500 Index, a broad-based index of equity securities widely
regarded as a general measurement of the performance of the U.S.
equity securities market. Index performance reflects the
reinvestment of dividends but does not consider the effect of
capital gains or transaction costs, and none of the data below
shows the effect of taxes. Also, the Fund's performance reflects
the effect of Fund business and operating expenses. While index
comparisons may be useful to provide a benchmark for the Fund's
performance, it must be noted that the Fund's investments are not
limited to the securities in the S&P 500 index, which does not
include debt securities. Moreover, the index performance data does
not reflect any assessment of the risk of the investments included
in the index.
Oppenheimer Disciplined Value Fund
Comparison of Change in Value
of $10,000 Hypothetical Investments
in Oppenheimer Disciplined Value Fund and
the S&P 500 Index
[Graph]
Past performance is not predictive of future performance.
Oppenheimer Disciplined Value Fund
Average Annual Total Returns of the Fund at 10/31/96
Class A Shares(1)
1-Year 5-Year 10-Year
13.41% 15.09% 14.00%
Class B Shares(2)
1-Year Life
15.18% 14.08%
Cumulative Total Return of Class C Shares (3)
Life
4.35%
___________________
1. The inception date of the Fund (Class A shares) was 09/16/85.
The average annual total returns and the ending account value in
the graph show change in share value and include reinvestment of
all dividends and capital gains distributions and are shown net of
the applicable 5.75% maximum sales charge. The Fund's fiscal year
end has changed from 12/31 to 10/31.
2. Class B shares of the Fund first publicly offered on 10/2/95.
The average annual total return reflect reinvestment of all
dividends and capital gains distributions and are shown net of the
applicable 5% and 3% contingent deferred sales charge the one year
period and the life of the class, respectively. The ending account
value in the graph is net of the applicable 3% contingent deferred
sales charge.
3. Class C shares of the Fund were first publicly offered on May 1
1996. The average annual total return in the graph for the six
month period is shown net of the applicable 1% contingent deferred
sales charge.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors four different classes
of shares. Only certain institutional investors may purchase a
fourth Class of shares, Class Y shares. The different classes of
shares represent investments in the same portfolio of securities
but are subject to different expenses and will likely have
different share prices.
Class A Shares. If you buy Class A shares, you may pay an
initial sales charge on investments up to $1 million (up to
$500,000 for Retirement Plans,. If you purchase Class A shares as
part of an investment of at least $1 million ($500,000 for
purchases by "Retirement Plans," as defined in "Class A Contingent
Deferred Sales Charge" on page 27) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 18 months of buying them, you
may pay a contingent deferred sales charge. The amount of that
sales charge will vary depending on the amount you invested. Sales
charge rates are described in "Buying Class A Shares," below.
Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
six years of buying them, you will normally pay a contingent
deferred sales charge that varies depending on how long you owned
your shares, as described in "Buying Class B Shares," below.
Class C Shares. If you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
12 months of buying them, you will normally pay a contingent
deferred sales charge of 1%, as discussed in "Buying Class C
Shares," below.
Class Y Shares. Class Y Shares are sold at net asset value
per share without the imposition of a sales charge at the time of
purchase to separate accounts of insurance companies and other
institutional investors ( Class Y Sponsors ) having an agreement
( Class Y Agreements ) with the Manager or the Distributor. The
intent of Class Y Agreements is to allow tax qualified
institutional investors to invest indirectly (through separate
accounts of the Class Y Sponsor) in Class Y Shares of the Fund and
to allow institutional investors to invest directly in Class Y
shares of the Fund. Individual investors are not permitted to
invest directly in Class Y Shares. As of the date of this
Prospectus, Massachusetts Mutual Life Insurance Company (an
affiliate of the Manager and the Distributor) acts as Class Y
Sponsor for all outstanding Class Y Shares of the Fund. While
Class Y shares are not subject to a contingent deferred sales
charge, asset-based sales charge or service fee, a Class Y sponsor
may impose charges on separate accounts investing in Class Y
shares.
None of the instructions described elsewhere in this
Prospectus or the Statement of Additional Information for the
purchase, redemption, reinvestment, exchange or transfer of shares
of the Fund, the selection of classes of shares or the reinvestment
of dividends apply to its Class Y shares. Clients of Class Y
Sponsors must request their Sponsor to effect all transactions in
Class Y shares on their behalf.
Which Class of Shares Should You Choose? Once you decide that the
Fund is an appropriate investment for you, the decision as to which
class of shares is better suited to your needs depends on a number
of factors which you should discuss with your financial advisor.
The Fund's operating costs that apply to a class of shares and the
effect of the different types of sales charges on your investment
will vary your investment results over time. The most important
factors to consider are how much you plan to invest and how long
you plan to hold your investment. If your goals and objectives
change over time and you plan to purchase additional shares, you
should re-evaluate those factors to see if you should consider
another class of shares.
In the following discussion, to help provide you and your
financial advisor with a framework in which to choose a class, we
have made some assumptions using a hypothetical investment in the
Fund. We used the sales charge rates that apply to each class, and
considered the effect of the asset-based sales charge on Class B
and Class C expenses (which, like all expenses, will affect your
investment return). For the sake of comparison, we have assumed
that there is a 10% rate of appreciation in your investment each
year. Of course, the actual performance of your investment cannot
be predicted and will vary, based on the Fund's actual investment
returns, and the operating expenses borne by the class of shares
you invest in.
The factors discussed below are not intended to be investment
advice or recommendations, because each investor's financial
considerations are different. The discussion below of the factors
to consider in purchasing a particular class of shares assumes that
you will purchase only one class of shares and not a combination of
shares of different classes.
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
invest. For example, the reduced sales charges available for larger
purchases of Class A shares may, over time, offset the effect of
paying an initial sales charge on your investment (which reduces
the amount of your investment dollars used to buy shares for your
account), compared to the effect over time of higher class-based
expenses on the shares of Class B or Class C for which no initial
sales charge is paid.
Investing for the Short Term. If you have a short term
investment horizon (that is, you plan to hold your shares for not
more than six years), you should probably consider purchasing Class
A or Class C shares rather than Class B shares, because of the
effect of the Class B contingent deferred sales charge if you
redeem in less than seven years, as well as the effect of the Class
B asset-based sales charge on the investment return for that class
in the short-term. Class C shares might be the appropriate choice
(especially for investments of less than $100,000), because there
is no initial sales charge on Class C shares, and the contingent
deferred sales charge does not apply to amounts you sell after
holding them one year.
However, if you plan to invest more than $100,000 for the
shorter term, then the more you invest and the more your investment
horizon increases toward six years, Class C shares might not be as
advantageous as Class A shares. That is because the annual
asset-based sales charge on Class C shares will have a greater
economic impact on your account over the longer term than the
reduced front-end sales charge available for larger purchases of
Class A shares. For example, Class A might be more advantageous
than Class C (as well as Class B) for investments of more than
$100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or
more), Class A shares may become more advantageous than Class C
(and B). If investing $500,000 or more, Class A may be more
advantageous as your investment horizon approaches 3 years or more.
And for 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.
Investing for the Longer Term. If you are investing for the
longer term, for example, for retirement, and do not expect to need
access to your money for seven years or more, Class B shares may be
an appropriate consideration, if you plan to invest less than
$100,000. If you plan to invest more than $100,000 over the long
term, Class A shares will likely be more advantageous than Class B
shares or Class C shares, as discussed above, because of the effect
of the expected lower expenses for Class A shares and the reduced
initial sales charge available for larger investments in Class A
shares under the Fund's Right of Accumulation. Unlike Class B
shares, Class C shares do not convert to Class A shares and remain
subject to the asset-based sales charge.
Of course all of these examples are based on approximations of
the effect of current sales charges and expenses on a hypothetical
investment over time, using the assumed annual performance return
stated above, and you should analyze your options carefully.
Are There Differences In Account Features That Matter To
You? Because some features may not be available to Class B or C
shareholders, or other features (such as Automatic Withdrawal
Plans) may not be advisable (because of the effect of the
contingent deferred sales charge in non-retirement accounts) for
Class B or Class C shareholders, you should carefully review how
you plan to use your investment account before deciding which class
of shares to buy. For example, share certificates are not available
for Class B or Class C shares and if you are considering using your
shares as collateral for a loan, this may be a factor to consider.
Additionally, dividends payable to Class B and Class C shareholders
will be reduced by the additional expenses borne by those classes
that are not borne by Class A, such as the Class B and Class C
asset-based sales charges described below and in the Statement of
Additional Information.
How Does It Affect Payments To My Broker? A salesperson,
such as a broker, or any other person who is entitled to receive
compensation for selling Fund shares, may receive different
compensation for selling one class than for selling another class.
It is important that investors understand that the purpose of the
Class B and Class C contingent deferred sales charges and
asset-based sales charges is the same as the purpose of the
front-end sales charge on sales of Class A shares: to reimburse the
Distributor for commissions it pays to dealers and financial
institutions for selling shares.
How Much Must You Invest? You can open a Fund account with a
minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced
minimum investments under special investment plans:
With Asset Builder Plans, Automatic Exchange Plans,
403(b)(7) custodial plans and military allotment plans, you can
make initial and subsequent investments for as little as $25; and
subsequent purchases of at least $25 can be made by telephone
through AccountLink.
Under pension and profit-sharing plans, 401(k) plans and
Individual Retirement Accounts (IRAs), you can make an initial
investment of as little as $250 (if your IRA is established under
an Asset Builder Plan, the $25 minimum applies), and subsequent
investments may be as little as $25.
There is no minimum investment requirement if you are
buying shares by reinvesting dividends from the Fund or other
Oppenheimer funds (a list of them appears in the Statement of
Additional Information, or you can ask your dealer or call the
Transfer Agent), or by reinvesting distributions from unit
investment trusts that have made arrangements with the Distributor.
How Are Shares Purchased? You can buy shares several ways
through any dealer, broker or financial institution that has a
sales agreement with the Distributor, or directly through the
Distributor, or automatically from your bank account through an
Asset Builder Plan under the OppenheimerFunds AccountLink service.
The Distributor may appoint certain servicing agents as the
Distributor's agent to accept purchase (and redemption) orders.
When you buy shares, be sure to specify Class A, Class B or Class
C Shares. If you do not choose, your investment will be made in
Class A Shares.
Buying Shares Through Your Dealer. 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
first with a financial advisor, to be sure it is appropriate for
you.
Buying Shares Through OppenheimerFunds AccountLink. You can
use AccountLink to link your Fund account with an account at a U.S.
bank or other financial institution that is an Automated Clearing
House (ACH) member to transmit funds electronically to purchase
shares, to have the Transfer Agent send redemption proceeds, or to
transmit dividends and distributions to your bank account.
Shares are purchased for your account on AccountLink on the
regular business day the Distributor is instructed by you to
initiate the ACH transfer to buy shares. You can provide those
instructions automatically, under an Asset Builder Plan, described
below, or by telephone instructions using OppenheimerFunds
PhoneLink, also described below. You should request AccountLink
privileges on the application or dealer settlement instructions
used to establish your account. Please refer to "AccountLink,"
below for more details.
Asset Builder Plans. You may purchase shares of the Fund
(and up to four other Oppenheimer funds) automatically each month
from your account at a bank or other financial institution under an
Asset Builder Plan with AccountLink. Details are on the Application
and in the Statement of Additional Information.
At What Prices Are Shares Sold? Shares are sold at the
public offering price based on the net asset value (and any initial
sales charge that applies) that is next determined after the
Distributor receives the purchase order in Denver, Colorado. In
most cases, to enable you to receive that day's offering price, the
Distributor or its designated agent must receive your order by the
time of day The New York Stock Exchange closes, which is normally
4:00 P.M., New York time, but may be earlier on some days (all
references to time in this Prospectus mean "New York time"). The
net asset value of each class of shares is determined as of that
time on each day The New York Stock Exchange is open (which is a
"regular business day").
If you buy shares through a dealer, the dealer must receive
your order by the close of The New York Stock Exchange on a regular
business day and transmit it to the Distributor so that it is
received before the Distributor's close of business that day, which
is normally 5:00 P.M. The Distributor, in its sole discretion, may
reject any purchase order for the Fund's shares.
Special Sales Charge Arrangements for Certain Persons. Appendix A
to this Prospectus sets forth conditions for the waiver of, or
exemption from, sales charges or the special sales charge rates
that apply to purchases of shares of the Fund (including purchases
by exchange) by a person who was a shareholder of one of the Former
Quest for Value Funds and Former Connecticut Mutual Funds (as
defined in that Appendix).
Buying Class A Shares. Class A shares are sold at their offering
price, which is normally net asset value plus an initial sales
charge. However, in some cases, described below, purchases are not
subject to an initial sales charge, and the offering price will be
the net asset value. In some cases, reduced sales charges may be
available, as described below. Out of the amount you invest, the
Fund receives the net asset value to invest for your account. The
sales charge varies depending on the amount of your purchase. A
portion of the sales charge may be retained by the Distributor and
allocated to your dealer as commission. Different sales charge
rates and commissions applied to sales of Class A shares prior to
March 18, 1996. The current sales charge rates and commissions paid
to dealers and brokers are as follows:
<TABLE>
<CAPTION>
Front-End Sales Front-End Sales
Charge as Charge as a Commission as
Percentage of Percentage of Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
<S> <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>
The Distributor reserves the right to reallow the entire
commission to dealers. If that occurs, the dealer may be considered
an "underwriter" under Federal securities laws.
Class A Contingent Deferred Sales Charge. There is no
initial sales charge on purchases of Class A shares of any one or
more of the Oppenheimer funds in the following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-qualified
deferred compensation plan (not including Section 457 plans),
employee benefit plan, group retirement plan (see "How to Buy
Shares - Retirement Plans" in the Statement of Additional
Information for further details), an employee's 403(b)(7) custodial
plan account, SEP IRA, SARSEP, or SIMPLE plan (all of these plans
are collectively referred to as "Retirement Plans"); that: (1) buys
shares costing $500,000 or more or (2) has, at the time of
purchase, 100 or more eligible participants, or (3) certifies that
it projects to have annual plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or registered
investment adviser that has made special arrangements with the
Distributor for these purchases, or (2) by a direct rollover of a
distribution from a qualified retirement plan if the administrator
of that plan has made special arrangements with the Distributor for
those purchases.
The Distributor pays dealers of record commissions on those
purchases in an amount equal to (i) 1.0% for non-Retirement Plan
accounts, and (ii) for Retirement Plan accounts, 1.0% of the first
$2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of
purchases over $5 million. That commission will be paid only on
those purchases that were not previously subject to a front-end
sales charge and dealer commission. No sales commission will be
paid to the dealer, broker or financial institution on sales of
Class A shares purchased with the redemption proceeds of shares of
a mutual fund offered as an investment option in a Retirement Plan
in which Oppenheimer funds are also offered as investment options
under a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
If you redeem any of those shares within 18 months of the end
of the calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred sales
charge") 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 (not including shares purchased
by reinvestment of dividends or capital gains distributions) or (2)
the original offering price (which is the original net asset value)
of the redeemed shares. However, the Class A contingent deferred
sales charge will not exceed the aggregate amount of the
commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class
A contingent deferred sales charge.
In determining whether a contingent deferred sales charge is
payable, the Fund will first redeem shares that are not subject to
the sales charge, including shares purchased by reinvestment of
dividends and capital gains, and then will redeem other shares in
the order that you purchased them. The Class A contingent deferred
sales charge is waived in certain cases described in "Waivers of
Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on
exchanges of shares under the Fund's Exchange Privilege (described
below). However, if the shares acquired by exchange are redeemed
within 18 months of the end of the calendar month of the purchase
of the exchanged shares, the sales charge will apply.
Special Arrangements with Dealers. The Distributor may
advance up to 13 months' commissions to dealers that have
established special arrangements with the Distributor for Asset
Builder Plans for their clients. Until January 1, 1997, dealers
whose sales of Class A shares of Oppenheimer 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 Share Purchases. 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 Fund 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). The
Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from
the Distributor. The reduced sales charge will apply only to
current purchases and must be requested when you buy your shares.
Letter 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 your 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.
Waivers of Class A Sales Charges. The Class A sales charges
are not imposed in the circumstances described below. There is an
explanation of this policy in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers. Class A shares purchased by the following
investors are not subject to any Class A sales charges:
the Manager or its affiliates;
present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced
Sales Charges" in the Statement of Additional Information) of the
Fund, the Manager and its affiliates, and retirement plans
established by them for their employees;
registered management investment companies, or separate
accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose;
dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;
employees and registered representatives (and their
spouses) of dealers or brokers described above or financial
institutions that have entered into sales arrangements with such
dealers or brokers (and are identified to the Distributor) or with
the Distributor; the purchaser must certify to the Distributor at
the time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor
children);
dealers, brokers, banks or registered investment advisers
that have entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular
investment products or employee benefit plans 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 shares
of the Fund);
(1) investment advisors and financial planners who charge an
advisory, consulting or other fee for their services and buy shares
for their own accounts or the accounts of their clients, (2)
Retirement Plans and deferred compensation plans and trusts used to
fund those Plans (including, for example, plans qualified or
created under sections 401(a), 403(b) or 457 of the Internal
Revenue Code), and "rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made through a broker
or agent or other financial intermediary that has made special
arrangements with the Distributor for those purchases; and (3)
clients of such investment advisors or financial planners who buy
shares for their own accounts may also purchase shares without
sales charge but only if their accounts are linked to a master
account of their investment advisor or financial planner on the
books and records of the broker, agent or financial intermediary
with which the Distributor has made such special arrangements (each
of these investors may be charged a fee by the broker, agent or
financial intermediary for purchasing shares);
directors, trustees, officers or full-time employees of
OpCap Advisors or its affiliates, their relatives or any trust,
pension, profit sharing or other benefit plan which beneficially
owns shares for those persons;
accounts for which Oppenheimer Capital is the investment
adviser (the Distributor must be advised of this arrangement) and
persons who are directors or trustees of the company or trust which
is the beneficial owner of such accounts;
any unit investment trust that has entered into an
appropriate agreement with the Distributor;
a TRAC-2000 401(k) plan (sponsored by the former Quest for
Value Advisors) whose Class B or Class C shares of a Former Quest
for Value Fund were exchanged for Class A shares of that fund due
to the termination of the Class 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 December 31, 1996.
Waivers of Initial and Contingent Deferred Sales Charges in
Certain Transactions. Class A shares issued or purchased in the
following transactions are not subject to Class A sales charges:
shares issued in plans of reorganization, such as mergers,
asset acquisitions and exchange offers, to which the Fund is a
party;
shares purchased by the reinvestment of loan repayments by
a participant in a retirement plan for which the Manager or one of
its affiliates acts as sponsor;
shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds
(other than Oppenheimer Cash Reserves) or unit investment trusts
for which reinvestment arrangements have been made with the
Distributor;
shares purchased and paid for with the proceeds of shares
redeemed in the past 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 shares of the Fund, 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:
to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account
Rules and Policies," below);
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);
for distributions from a TRAC-2000 401(k) plan sponsored by
the Distributor due to the termination of the TRAC-2000 program; or
for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans for any of the
following purposes: (1) following the death or disability (as
defined in the Internal Revenue Code) of the participant or
beneficiary (the death or disability must occur after the
participant's account was established); (2) to return excess
contributions; (3) to return contributions made due to a mistake of
fact; (4) hardship withdrawals, as defined in the plan; (5) under
a Qualified Domestic Relations Order, as defined in the Internal
Revenue Code; (6) to meet the minimum distribution requirements of
the Internal Revenue Code; (7) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal
Revenue Code; (8) for retirement distributions or loans to
participants or beneficiaries; (9) separation from service; (10)
participant-directed redemptions to purchase shares of a mutual
fund (other than a fund managed by the Manager or its subsidiary)
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under a
special arrangement with the Distributor; or (11) plan termination
or "in-service distributions", if the redemption proceeds are
rolled over directly to an OppenheimerFunds IRA.
Service Plan for Class A Shares. The Fund has adopted a
Service Plan for Class A shares to reimburse the Distributor for a
portion of its costs incurred in connection with the personal
service and maintenance of shareholder accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate that may
not exceed 0.25% of the average annual net assets of Class A shares
of the Fund. The Distributor uses all of those fees to compensate
dealers, brokers, banks and other financial institutions quarterly
for providing personal service and maintenance of accounts of their
customers that hold Class A shares and to reimburse itself (if the
Fund's Board of Directors authorizes such reimbursements, which it
has not done as yet) for its other expenditures under the Plan.
Services to be provided include, among others, answering
customer inquiries about the Fund, assisting in establishing and
maintaining accounts in the Fund, making the Fund's investment
plans available and providing other services at the request of the
Fund or the Distributor. Payments are made by the Distributor
quarterly at an annual rate not to exceed 0.25% of the average
annual net assets of Class A shares held in accounts of the service
provider or its customers. The payments under the Plan increase the
annual expenses of Class A shares. For more details, please refer
to "Distribution and Service Plans" in the Statement of Additional
Information.
Buying Class B Shares. Class B shares are sold at net asset value
per share without an initial sales charge. However, if Class B
shares are redeemed within six years of their purchase, a
contingent deferred sales charge will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge will be based
on the lesser of the net asset value of the redeemed shares at the
time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is
not imposed on the amount of your account value represented by an
increase in net asset value over the initial purchase price. The
Class B contingent deferred sales charge is paid to the Distributor
to compensate it for providing distribution-related services to the
Fund in connection with the sale of Class B shares.
To determine whether the contingent deferred sales charge
applies to a redemption, the Fund redeems shares in the following
order: (1) shares acquired by reinvestment of dividends and capital
gains distributions, (2) shares held for over six years, and (3)
shares held the longest during the six-year period. The contingent
deferred sales charge is not imposed in the circumstances described
in "Waivers of Class B and Class C Sales Charges," below.
The amount of the contingent deferred sales charge will depend
on the number of years since you invested and the dollar amount
being redeemed, according to the following schedule:
Years Since Beginning of Contingent Deferred Sales Charge
Month in Which Purchase On Redemptions in that Year
Order Was Accepted (As % of Amount Subject to Charge)
0-1 5.0%
1-2 4.0%
2-3 3.0%
3-4 3.0%
4-5 2.0%
5-6 1.0%
6 and following None
In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of
the month in which the purchase was made. Different contingent
deferred sales charges applied to redemptions of Class B shares
prior to March 18, 1996.
Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to
Class A shares. This conversion feature relieves Class B
shareholders of the asset-based sales charge that applies to Class
B shares under the Class B Distribution and Service Plan, described
below. The conversion is based on the relative net asset value of
the two classes, and no sales load or other charge is imposed. When
Class B shares convert, any other Class B shares that were acquired
by the reinvestment of dividends and distributions on the converted
shares will also convert to Class A shares. The conversion feature
is subject to the continued availability of a tax ruling described
in "Alternative Sales Arrangements Class A, Class B and Class C
Shares" in the Statement of Additional Information.
Buying Class C Shares. Class C shares are sold at net asset value
per share without an initial sales charge. However, if Class C
shares are redeemed within 12 months of their purchase, a
contingent deferred sales charge of 1.0% will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge will be based
on the lesser of the net asset value of the redeemed shares at the
time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is
not imposed on the amount of your account value represented by the
increase in net asset value over the initial purchase price. The
Class C contingent deferred sales charge is paid to compensate the
Distributor for its expenses of providing distribution-related
services to the Fund in connection with the sale of Class C shares.
To determine whether the contingent deferred sales charge
applies to a redemption, the Fund redeems shares in the following
order: (1) shares acquired by reinvestment of dividends and capital
gains distributions, (2) shares held for over 12 months, and (3)
shares held the longest during the 12-month period.
Distribution and Service Plans for Class B and Class C Shares. The
Fund has adopted Distribution and Service Plans for Class B and
Class C shares to compensate the Distributor for its costs in
distributing Class B and C shares and servicing accounts. Under the
Plans, the Fund pays the Distributor an annual "asset-based sales
charge" of 0.75% per year on Class B shares that are outstanding
for six years or less and on Class C shares. The Distributor also
receives a service fee of 0.25% per year under each Plan.
Under each Plan, both fees are computed on the average of the
net asset value of shares in the respective class, determined as of
the close of each regular business day during the period. The
asset-based sales charge and service fees increase Class B and
Class C expenses by up to 1.00% of the net assets per year of the
respective class.
The Distributor uses the service fees to compensate dealers
for providing personal services for accounts that hold Class B or
C shares. Those services are similar to those provided under the
Class A Service Plan, described above. The Distributor pays the
0.25% service fees to dealers in advance for the first year after
Class B or Class C shares have been sold by the dealer and retains
the service fee paid by the Fund in that year. After the shares
have been held for a year, the Distributor pays the service fees to
dealers on a quarterly basis.
The asset-based sales charge allows investors to buy Class B
or C shares without a front-end sales charge while allowing the
Distributor to compensate dealers that sell those shares. The Fund
pays the asset-based sales charges to the Distributor for its
services rendered in distributing Class B and Class C shares. Those
payments are at a fixed rate that is not related to the
Distributor's expenses. The services rendered by the Distributor
include paying and financing the payment of sales commissions,
service fees and other costs of distributing and selling Class B
and Class C shares.
The Distributor currently pays sales commissions of 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 sales 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 commissions of 0.75% of
the purchase price of Class C shares to dealers from its own
resources at the time of sale. Including the advance of the service
fee, the total amount paid by the Distributor to the dealer at the
time of sale of Class C shares is therefore 1.00% of the purchase
price. The Distributor plans to pay the asset-based sales charge as
an ongoing commission to the dealer on Class C shares that have
been outstanding for a year or more.
The Distributor's actual expenses in selling Class B and C
shares may be more than the payments it receives from contingent
deferred sales charges collected on redeemed shares and from the
Fund under the Distribution and Service Plans for Class B and C
shares. If the Fund terminates either Plan, the Board of Directors
may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for distributing shares before the Plan
was terminated.
Waivers of Class B and Class C Sales Charges. The Class B and Class
C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to
Class B and Class C shares redeemed in certain circumstances as
described below. The reasons for this policy are in "Reduced Sales
Charges" in the Statement of Additional Information.
Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of
shares in the following cases, 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
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);
returns of excess contributions to Retirement Plans;
distributions from Retirement Plans to make "substantially
equal periodic payments" as permitted in Section 72(t) of the
Internal Revenue Code that do not exceed 10% of the account value
annually, measured from the date the Transfer Agent receives the
request;
shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; 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
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 and
Class C shares sold or issued in the following cases:
shares sold to the Manager or its affiliates;
shares sold to registered management investment companies
or separate accounts of insurance companies having an agreement
with the Manager or the Distributor for that purpose; and
shares issued in plans of reorganization to which the Fund
is a party.
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 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. With the OppenheimerFunds Exchange
Privilege, described below, you can exchange shares automatically
by phone from your Fund account to another Oppenheimer funds
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 Fund has several plans
that enable you to sell shares automatically or exchange them to
another Oppenheimer funds 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 Oppenheimer funds on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange
Plan. The minimum purchase for each other Oppenheimer funds account
is $25. These exchanges are subject to the terms of the Exchange
Privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Class A
or Class B shares, 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 to Class A shares that you purchased subject to an initial
sales charge and to Class A or Class B shares on which you paid a
contingent deferred sales charge when you redeemed them. This
privilege does not apply to Class C shares. You must be sure to ask
the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more
details.
Retirement Plans. Fund shares are available as an investment for
your retirement plans. If you participate in a plan sponsored by
your employer, the plan trustee or administrator must make the
purchase of shares for your retirement plan account. The
Distributor offers a number of different retirement plans that can
be used by individuals and employers:
Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
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.
Pension and Profit-Sharing Plans for self-employed persons
and other employers
401(k) Prototype Retirement Plans for businesses
Please call the Distributor for the OppenheimerFunds plan
documents, which contain important information and applications.
How To Sell Shares
You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day.
Your shares will be sold at the next net asset value calculated
after your order is received and accepted by the Transfer Agent.
The Fund offers you a number of ways to sell your shares: in
writing or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis, as described above. If
you have questions about any of these procedures, and especially if
you are redeeming shares in a special situation, such as due to the
death of the owner, or from a retirement plan, please call the
Transfer Agent first, at 1-800-525-7048, for assistance.
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 or plan
trustee, you must arrange for the distribution request to be signed
and 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 Fund from fraud, certain redemption requests must be in
writing and must include a signature guarantee in the following
situations (there may be other situations also requiring a
signature guarantee):
You wish to redeem more than $50,000 worth of shares and
receive a check
The redemption check is not payable to all shareholders
listed on the account statement
The redemption check is not sent to the address of record
on your account statement
Shares are being transferred to a Fund account with a
different owner or name
Shares are redeemed by someone other than the owners (such
as an Executor)
Where Can I Have My Signature Guaranteed? The Transfer Agent
will accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union
or savings association, or by a foreign bank that has a U.S.
correspondent bank, or by a U.S. registered dealer or broker in
securities, municipal securities or government securities, or by a
U.S. national securities exchange, a registered securities
association or a clearing agency. If you are signing as a fiduciary
or on behalf of a corporation, partnership or other business, you
must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that
includes:
Your name
The Fund's name
Your Fund account number (from your account statement)
The dollar amount or number of shares to be redeemed
Any special payment instructions
Any share certificates for the shares you are selling
The signatures of all registered owners exactly as the
account is registered, and
Any special requirements or documents requested by the
Transfer Agent to assure proper authorization of the person asking
to sell shares.
Use the following address Send courier or Express Mail
for requests by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue
Denver, Colorado 80217 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 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
the 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. To find out more information about this
service contact your dealer or broker. 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 of the Fund may be exchanged for shares of certain
Oppenheimer funds at net asset value per share at the time of
exchange, without sales charge. To exchange shares, you must meet
several conditions:
Shares of the fund selected for exchange must be available
for sale in your state of residence.
The prospectuses of the Fund and the fund whose shares you
want to buy must offer the exchange privilege.
You must hold the shares you buy when you establish your
account for at least 7 days before you can exchange them; after the
account is open 7 days, you can exchange shares every regular
business day.
You must meet the minimum purchase requirements for the
fund you purchase by exchange.
Before exchanging into a fund, you should obtain and read
its prospectus.
Shares of a particular class of the Fund may be exchanged only
for shares of the same class in the other Oppenheimer funds. For
example, you can exchange Class A shares of the Fund only for Class
A shares of another fund. At present, Oppenheimer Money Market
Fund, Inc. offers only one class of shares, which are considered to
be Class A shares for this purpose. In some cases, sales charges
may be imposed on exchange transactions. Please refer to "How to
Exchange Shares" in the Statement of Additional Information for
more details.
Exchanges may be requested in writing or by telephone:
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.
You can find a list of Oppenheimer funds currently available
for exchanges in the Statement of Additional Information or obtain
one by calling a service representative at 1-800-525-7048. That
list can change from time to time.
There are certain exchange policies you should be aware of:
Shares are normally redeemed from one fund and purchased
from the other fund in the exchange transaction on the same regular
business day on which the Transfer Agent receives an exchange
request that is in proper form by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but may be earlier
on some days. However, either fund may delay the purchase of shares
of the fund you are exchanging into up to seven days if it
determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple
exchange requests from a dealer in a "market-timing" strategy might
require the sale of portfolio securities at a time or price
disadvantageous to the Fund.
Because excessive trading can hurt fund performance and
harm shareholders, the Fund reserves the right to refuse any
exchange request that will disadvantage it, or to refuse multiple
exchange requests submitted by a shareholder or dealer.
The Fund may amend, suspend or terminate the exchange
privilege at any time. Although the Fund will attempt to provide
you notice whenever it is reasonably able to do so, it may impose
these changes at any time.
For tax purposes, exchanges of shares involve a redemption
of the shares of the Fund you own and a purchase of the shares of
the other fund, which may result in a 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
Net Asset Value Per Share is determined for each class of
shares as of the close of The New York Stock Exchange which is
normally 4:00 P.M., but may be earlier on some days, on each day
the Exchange is open by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that
are outstanding. The Fund's Board of Directors has established
procedures to value the Fund's securities to determine net asset
value. In general, securities values are based on market value.
There are special procedures for valuing illiquid and restricted
securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely in
the Statement of Additional Information.
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 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 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
the Transfer Agent or the Fund may be liable for losses due to
unauthorized transactions, but otherwise neither the Transfer Agent
nor the Fund will be liable for losses or expenses arising out of
telephone instructions reasonably believed to be genuine. If you
are unable to reach the Transfer Agent during periods of unusual
market activity, you may not be able to complete a telephone
transaction and should consider placing your order by mail.
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.
The redemption price for shares will vary from day to day
because the values of the securities in the Fund's portfolio
fluctuate, and the redemption price, which is the net asset value
per share, will normally be different for Class A, Class B and
Class C 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
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
Fund if the account has fewer than 100 shares, and in some cases
involuntary redemptions may be made to repay the Distributor for
losses from the cancellation of share purchase orders.
Under unusual circumstances, shares of the Fund may be
redeemed "in kind," which means that the redemption proceeds will
be paid with securities from the Fund's portfolio. Please refer to
"How to Sell Shares" in the Statement of Additional Information for
more details.
"Backup Withholding" of Federal income tax may be applied at
the rate of 31% from taxable dividends, distributions and
redemption proceeds (including exchanges) if you fail to furnish
the Fund 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 Fund does not charge a redemption fee, but if your
dealer or broker handles your redemption, they may charge a fee.
That fee can be avoided by redeeming your Fund shares directly
through the Transfer Agent. Under the circumstances described in
"How To Buy Shares," you may be subject to a contingent deferred
sales charge when redeeming certain Class A, Class B and Class C
shares.
To avoid sending duplicate copies of materials to
households, the Fund will mail only one copy of each annual and
semi-annual report to shareholders having the same last name and
address on the Fund's records. However, each shareholder may call
the Transfer Agent at 1-800-525-7048 to ask that copies of those
materials be sent personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund intends to declare and pay dividends
separately for Class A, Class B, Class C and Class Y shares from
net investment income, if any, annually. Normally, dividends are
paid in December, but the Board of Directors can change that date.
The Board may also cause the Fund to declare dividends after the
close of the Fund's fiscal year (which ends October 31st).
Dividends paid on Class A and Class Y shares generally are expected
to be higher than for Class B and Class C shares because expenses
allocable to Class B and Class C shares will generally be higher
than for Class A and Class Y shares. There is no fixed dividend
rate and there can be no assurance that the Fund will pay any
dividends.
Capital Gains. The Fund may make distributions annually in December
out of any net short-term or long-term capital gains. Long-term
capital gains will be separately identified in the tax information
your Fund sends you after the end of the year. There can be no
assurance that the Fund will pay any capital gains distributions in
a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are
reinvested. For other accounts, you have four options:
Reinvest All Distributions in the Fund. You can elect to
reinvest all dividends and long-term capital gains distributions in
additional shares of the Fund.
Reinvest Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by
check or sent to your bank account on AccountLink.
Receive All Distributions in Cash. You can elect to receive
a check for all dividends and long-term capital gains distributions
or have them sent to your bank on AccountLink.
Reinvest Your Distributions in Another Oppenheimer Fund
Account. You can reinvest all distributions in another Oppenheimer
funds account you have established.
Taxes. If your account is not a tax-deferred retirement account,
you should be aware of the following tax implications of investing
in the Fund. The Fund's distributions from long-term capital gains
are taxable to shareholders as long-term capital gains, no matter
how long you held your shares. Dividends paid by the Fund from
short-term capital gains and net investment income, including
certain net realized foreign exchange gains, are taxable as
ordinary income. These dividends and distributions are subject to
Federal income tax and may be subject to state or local taxes. Your
distributions are taxable as described above, whether you reinvest
them in additional shares or take them in cash. Corporate
shareholders may be entitled to the corporate dividends received
deduction for some portion of the Fund's distributions treated as
ordinary income, subject to applicable limitations under the
Internal Revenue Code. Every year the Fund will send you and the
IRS a statement showing the aggregate amount and character of the
dividends and other distributions you received for the previous
year.
"Buying a Dividend". When the Fund goes ex-dividend, its
share price is reduced by the amount of the distribution. If you
buy shares on or just before the ex-dividend date, or just before
the Fund declares a capital gains distribution, you will pay the
full price for the shares and then receive a portion of the price
back as a taxable dividend or capital gain.
Taxes on Transactions. Share redemptions and repurchases,
including redemptions for exchanges, may produce a taxable gain or
a loss, which generally will be a capital gain or loss for
shareholders who hold shares of the Fund as capital assets.
Generally speaking, a capital gain or loss is the difference
between your tax basis, which is usually the price you paid for the
shares, and the proceeds you received when you sold them. Special
tax rules may apply to certain redemptions preceded or followed by
investments in the Fund or another Oppenheimer fund.
Returns of Capital. In certain cases distributions made by
the Fund may be considered a return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders. A
return of capital will reduce your tax basis in shares of the Fund
but will not be taxable except to the extent it exceeds your tax
basis.
Foreign Taxes. The Fund may be subject to foreign
withholding taxes or other foreign taxes on income (possibly
including capital gains) on certain of its foreign investments.
These taxes may be reduced or eliminated pursuant to an income tax
treaty in some cases. The Fund does not expect to qualify to pass
such foreign taxes (and any related tax deductions or credits)
through to its shareholders.
This information is only a summary of certain federal tax
information about your investment. Tax-exempt or tax-deferred
investors, foreign investors, and investors subject to special tax
rules (such as certain banks and securities dealers) may have
different tax consequences not described above. More tax
information is contained in the Statement of Additional
Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your
particular tax situation.
<PAGE>
APPENDIX A: Special Sales Charge Arrangements
I. Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds
The initial and contingent sales charge rates and waivers for
Class A, Class B and Class C shares of the Fund described elsewhere
in this Prospectus are modified as described below for those
shareholders of (i) Quest for Value Fund, Inc., Quest for Value
Growth and Income Fund, Quest for Value Opportunity Fund, Quest for
Value Small Capitalization Fund and Quest for Value Global Equity
Fund, Inc. on November 24, 1995, when OppenheimerFunds, Inc. became
the investment adviser to those funds, and (ii) Quest for Value
U.S. Government Income Fund, Quest for Value Investment Quality
Income Fund, Quest for Value Global Income Fund, Quest for Value
New York Tax-Exempt Fund, Quest for Value National Tax-Exempt Fund
and Quest for Value California Tax-Exempt Fund when those funds
merged into various Oppenheimer funds on November 24, 1995. The
funds listed above are referred to in this Prospectus as the
"Former Quest for Value Funds." The waivers of initial and
contingent deferred sales charges described in this Appendix apply
to shares of the Fund acquired by such shareholder pursuant to an
exchange of shares of one of the Oppenheimer funds (i) that was one
of the Former Quest for Value Funds or (ii) that were acquired by
exchange from one of those funds or from a fund into which one of
the Former Quest for Value Funds merged.
Class A Sales Charges
Reduced Class A Initial Sales Charge Rates for Certain
Former Quest Shareholders.
Purchases by Groups, Associations and Certain Qualified
Retirement Plans. The following table sets forth the initial sales
charge rates for Class A shares purchased by a "Qualified
Retirement Plan" through a single broker, dealer or financial
institution, or by members of "Associations" formed for any purpose
other than the purchase of securities if that Qualified Retirement
Plan or that Association purchased shares of any of the Former
Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995. For this
purpose only, a "Qualified Retirement Plan" includes any 401(k)
plan, 403(b) plan, and SEP/IRA or IRA plan for employees of a
single employer.
<PAGE>
<TABLE>
<CAPTION>
Number of Front-End Front-End Sales Commission
Eligible Sales Charge Charge as as Percent-
Employees as a Percentage a Percentage age of Off-
or Members of Offering Price of Amount Invested ering Price
<S> <C> <C>
9 or fewer 2.50% 2.56% 2.00%
At least 10 but
not more than 49 2.00% 2.04% 1.60%
</TABLE>
For purchases by Qualified Retirement plans and Associations
having 50 or more eligible employees or members, there is no
initial sales charge on purchases of Class A shares, but those
shares are subject to the Class A contingent deferred sales charge
described on pages 26 to 27 of this Prospectus.
Purchases made under this arrangement qualify for the lower of
the sales charge rate in the table based on the number of eligible
employees in a Qualified Retirement Plan or members of an
Association or the sales charge rate that applies under the Rights
of Accumulation described above in the Prospectus. In addition,
purchases by 401(k) plans that are Qualified Retirement Plans
qualify for the waiver of the Class A initial sales charge if they
qualified to purchase shares of any of the Former Quest For Value
Funds by virtue of projected contributions or investments of $1
million or more each year. Individuals who qualify under this
arrangement for reduced sales charge rates as members of
Associations, or as eligible employees in Qualified Retirement
Plans also may purchase shares for their individual or custodial
accounts at these reduced sales charge rates, upon request to the
Fund's Distributor.
Special Class A Contingent Deferred Sales Charge Rates.
Class A shares of the Fund purchased by exchange of shares of other
Oppenheimer funds that were Former Quest for Value Funds or were
acquired as a result of the merger of Former Quest for Value Funds
into those Oppenheimer funds, and which shares were subject to a
Class A contingent deferred sales charge prior to November 24, 1995
will be subject to a contingent deferred sales charge at the
following rates: if they are redeemed within 18 months of the end
of the calendar month in which they were purchased, at a rate equal
to 1.0% if the redemption occurs within 12 months of their initial
purchase and at a rate of 0.50 of 1.0% if the redemption occurs in
the subsequent six months. Class A shares of any of the Former
Quest for Value Funds purchased without an initial sales charge on
or before November 22, 1995 will continue to be subject to the
applicable contingent deferred sales charge in effect as of that
date as set forth in the then-current prospectus for such fund.
Waiver of Class A Sales Charges for Certain Shareholders.
Class A shares of the Fund purchased by the following investors are
not subject to any Class A initial or contingent deferred sales
charges:
Shareholders of the Fund who were shareholders of the AMA
Family of Funds on February 28, 1991 and who acquired shares of any
of the Former Quest for Value Funds by merger of a portfolio of the
AMA Family of Funds.
Shareholders of the Fund who acquired shares of any Former
Quest for Value Fund by merger of any of the portfolios of the
Unified Funds.
Waiver of Class A Contingent Deferred Sales Charge in
Certain Transactions. The Class A contingent deferred sales charge
will not apply to redemptions of Class A shares of the Fund
purchased by the following investors who were shareholders of any
Former Quest for Value Fund:
Investors who purchased Class A shares from a dealer that
is not or was not permitted to receive a sales load or redemption
fee imposed on a shareholder with whom that dealer has a fiduciary
relationship under the Employee Retirement Income Security Act of
1974 and regulations adopted under that law.
Participants in Qualified Retirement Plans that purchased
shares of any of the Former Quest For Value Funds pursuant to a
special "strategic alliance" with the distributor of those funds.
The Fund's Distributor will pay a commission to the dealer for
purchases of Fund shares as described above in "Class A Contingent
Deferred Sales Charge."
<PAGE>
Class A, Class B and Class C Contingent Deferred Sales Charge
Waivers
Waivers for Redemptions of Shares Purchased Prior to March
6, 1995. In the following cases, the contingent deferred sales
charge will be waived for redemptions of Class A, B or C shares of
the Fund acquired by exchange from an Oppenheimer fund that was a
Former Quest for Value Fund or into which such fund merged, if
those shares were purchased prior to March 6, 1995: in connection
with (i) distributions to participants or beneficiaries of plans
qualified under Section 401(a) of the Internal Revenue Code or from
custodial accounts under Section 403(b)(7) of the Code, Individual
Retirement Accounts, deferred compensation plans under Section 457
of the Code, and other employee benefit plans, and returns of
excess contributions made to each type of plan, (ii) withdrawals
under an automatic withdrawal plan holding only either Class B or
C shares if the annual withdrawal does not exceed 10% of the
initial value of the account, and (iii) liquidation of a
shareholder's account if the aggregate net asset value of shares
held in the account is less than the required minimum value of such
accounts.
Waivers for Redemptions of Shares Purchased On or After
March 6, 1995 but Prior to November 24, 1995. In the following
cases, the contingent deferred sales charge will be waived for
redemptions of Class A, B or C shares of the Fund acquired by
exchange from an Oppenheimer fund that was a Former Quest For Value
Fund or into which such fund merged, if those shares were purchased
on or after March 6, 1995, but prior to November 24, 1995: (1)
distributions to participants or beneficiaries from Individual
Retirement Accounts under Section 408(a) of the Internal Revenue
Code or retirement plans under Section 401(a), 401(k), 403(b) and
457 of the Code, if those distributions are made either (a) to an
individual participant as a result of separation from service or
(b) following the death or disability (as defined in the Code) of
the participant or beneficiary; (2) returns of excess contributions
to such retirement plans; (3) redemptions other than from
retirement plans following the death or disability of the
shareholder(s) (as evidenced by a determination of total disability
by the U.S. Social Security Administration); (4) withdrawals under
an automatic withdrawal plan (but only for Class B or C shares)
where the annual withdrawals do not exceed 10% of the initial value
of the account; and (5) liquidation of a shareholder's account if
the aggregate net asset value of shares held in the account is less
than the required minimum account value. A shareholder's account
will be credited with the amount of any contingent deferred sales
charge paid on the redemption of any Class A, B or C shares of the
Fund described in this section if within 90 days after that
redemption, the proceeds are invested in the same Class of shares
in the Fund or another Oppenheimer fund.
Special Dealer Arrangements.
Dealers who sold Class B shares of a Former Quest for Value Fund to
Quest for Value prototype 401(k) plans that were maintained on the
TRAC-2000 recordkeeping system and that were transferred to an
OppenheimerFunds prototype 401(k) plan shall be eligible for an
additional one-time payment by the Distributor of 1% of the value
of the plan assets transferred, but that payment may not exceed
$5,000 as to any one plan.
Dealers who sold Class C shares of a Former Quest for Value
Fund to Quest for Value prototype 401(k) plans that were maintained
on the TRAC-2000 recordkeeping system and (i) the shares held by
those plans were exchanged for Class A shares, or (ii) the plan
assets were transferred to an OppenheimerFunds prototype 401(k)
plan, shall be eligible for an additional one-time payment by the
Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000.
II. Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Connecticut Mutual Funds
Certain of the sales charge rates and waivers for Class A and
Class B shares of the Fund described elsewhere in this Prospectus
are modified as described below for those shareholders of
Connecticut Mutual Liquid Account, Connecticut Mutual Government
Securities Account, Connecticut Mutual Income Account, Connecticut
Mutual Growth Account, Connecticut Mutual Total Return Account,
CMIA LifeSpan Diversified Income Account, CMIA LifeSpan Capital
Appreciation Account and CMIA LifeSpan Balanced Account (the
"Former Connecticut Mutual Funds") on March 1, 1996, when
OppenheimerFunds, Inc. became the investment adviser to the Former
Connecticut Mutual Funds.
Prior Class A CDSC and Class A Sales Charge Waivers
Class A Contingent Deferred Sales Charge. Certain
shareholders of the 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 the 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 Funds' policies on Combined Purchases or Rights of
Accumulation, who still hold those shares in the 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 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.
Any of the Class A shares of the 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
the 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 Fund's 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; 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 the 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.
Class A and Class B Contingent Deferred Sales Charge Waivers
In addition to the waivers set forth in "How To Buy Shares," above,
the contingent deferred sales charge will be waived for redemptions
of Class A and Class B shares of the Fund and exchanges of Class A
or Class B shares of the 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 and the
shares of such Former Connecticut Mutual Fund were 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; and (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.
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER DISCIPLINED VALUE FUND
Graphic material included in Prospectus of Oppenheimer
Disciplined Value Fund: "Comparison of Total Return of Oppenheimer
Disciplined Value Fund with the S&P 500 Index - Change in Value of
$10,000 Hypothetical Investments in Class A, Class B and Class C
Shares of Oppenheimer Disciplined Value Fund and the S&P 500
Index."
Linear graphs will be included in the Prospectus of
Oppenheimer Disciplined Value Fund (the "Fund") depicting the
initial account value and subsequent account value of a
hypothetical $10,000 investment in the Fund. In the case of the
Fund's Class A shares, that graph will cover the period from
inception (9/16/85) through 10/31/96, in the case of the Fund's
Class B, that graph will cover the period from inception (10/2/95)
through 10/31/96, and in the case of Class C shares, that graph
will cover the period from the inception of the class (5/1/96)
through 10/31/96. The graph will compare such values with
hypothetical $10,000 investments over the same time periods in the
S&P 500 Index. Set forth below are the relevant data points that
will appear on the linear graph. Additional information with
respect to the foregoing, including a description of the S&P 500
Index, is set forth in the Prospectus under "Performance of the
Fund - Comparing the Fund's Performance to the Market."
Oppenheimer
Fiscal Disciplined Value S&P 500
Period Ended Fund A Index
- ------------ ----------------- -------
12/31/85 $9,425 $10,000
12/31/86 $10,580 $11,867
12/31/87 $10,549 $12,490
12/31/88 $12,060 $14,558
12/31/89 $16,264 $19,163
12/31/90 $14,966 $18,567
12/31/91 $20,491 $24,212
12/31/92 $22,947 $26,054
12/31/93 $27,744 $28,674
12/31/94 $27,564 $29,051
12/31/95 $37,596 $39,955
10/31/96 $41,886 $46,597
Oppenheimer
Fiscal Disciplined Value S&P 500
Period Ended Fund B Index
- ------------ ----------------- -------
10/02/95(2) $10,000 $10,000
12/31/95 $10,804 $10,602
10/31/96 $11,530 $12,364
Oppenheimer
Fiscal Disciplined Value S&P 500
Period Ended Fund C Index
- ------------ ----------------- -------
5/01/96(3) $10,000 $10,000
10/31/93 $10,434 $10,908
10/31/94 $10,761 $10,519
10/31/95 $13,898 $13,297
10/31/96 $17,078 $16,499
- ---------------------
(2) Class B shares of the Fund were first publicly offered on
10/02/95.
(3) Class C shares of the Fund were first publicly offered on
5/01/96.
<PAGE>
Oppenheimer Disciplined Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been
authorized to give any information or to make any representations
other than those contained in this Prospectus or the Statement of
Additional Information, and if given or made, such information and
representations must not be relied upon as having been authorized
by the Fund, OppenheimerFunds, Inc., OppenheimerFunds Distributor,
Inc. or any affiliate thereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is
unlawful to make such an offer in such state.
PR0375.001.1096 Printed on recycled paper
375PSP.#2
<PAGE>
Oppenheimer Disciplined Value Fund
Two World Trade Center, New York, New York 10048-0203
1-800-525-7048
Statement of Additional Information dated December 16, 1996
This Statement of Additional Information for Oppenheimer
Disciplined Value Fund (the "Fund") is not a Prospectus. This
document contains additional information about the Fund and
supplements information in the Fund's Prospectus dated December 16,
1996. 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.
The Fund's investment adviser is OppenheimerFunds, Inc. (the
"Manager").
Contents
Page
About the Fund
Investment Objective and Policies 2
Other Investment Restrictions 19
How the Fund are Managed 22
Organization and History 22
Directors and Officers of the Fund 22
The Manager and Its Affiliates 28
Brokerage Policies of the Fund 30
Performance of the Fund 32
Distribution and Service Plan 36
About Your Account
How to Buy Shares 38
How to Sell Shares 46
How to Exchange Shares 50
Dividends, Capital Gains and Taxes 52
Additional Information About the Fund 53
Independent Auditors' Report 54
Financial Statement 55
Appendix: Industry Classification A-1
<PAGE>
ABOUT THE FUNDS
Investment Objectives And Policies
Investment Policies and Strategies. The investment objectives and
policies of the Fund are described in its Prospectus. Set forth
below is supplemental information about those policies and the
types of securities in which the Fund may invest, as well as the
strategies the Fund may use to try to achieve its objective.
Certain capitalized terms used in this Statement of Additional
Information have the same meaning as those terms have in the
Prospectus.
Foreign Securities. Consistent with the limitations on
foreign investing set forth in the Fund's Prospectus, the Fund may
invest in foreign securities. The Fund may also invest in debt and
equity securities of corporate and governmental issuers of
countries with emerging economies or securities markets. Investing
in foreign securities offers potential benefits not available from
investing solely in securities of domestic issuers, such as the
opportunity to invest in foreign issuers that appear to offer
growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign
stock or bond markets that do not move in a manner parallel to U.S.
markets. If the Fund's portfolio securities are held abroad, the
countries in which such securities may be held and the sub-
custodians holding them must be approved by the Fund's Board of
Directors under applicable rules of the Securities and Exchange
Commission ("SEC"). In buying foreign securities, the Fund may
convert U.S. dollars into foreign currency, but only to effect
securities transactions on foreign securities exchanges and not to
hold such currency as an investment.
"Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the
United States and debt securities of foreign governments, that are
traded on foreign securities exchanges or in the foreign over-the-
counter markets. Securities of foreign issuers that are
represented by American depository receipts, or that are listed on
a U.S. securities exchange, or are traded in the U.S. over-the-
counter market are not considered "foreign securities" for purposes
of the Fund's investment allocations, because they are not subject
to many of the special considerations and risks (discussed below)
that apply to foreign securities traded and held abroad.
ADRs, EDRs and GDRs. ADRs are receipts issued by a U.S. bank
or trust company which evidence ownership of underlying securities
of foreign companies. ADRs are traded on domestic exchanges or in
the U.S. over-the-counter market and generally are in registered
form. If ADRs are bought through banks that do not have a
contractual relationship with the foreign issuer of the security
underlying the ADR to issue and service the ADR, there is a risk
that the Fund will not learn of corporate actions affecting the
issuer in a timely manner. EDRs and GDRs are receipts evidencing an
arrangement with a non-U.S. bank similar to that for ADRs and are
designed for use in non-U.S. securities markets. EDRs and GDRs are
not necessarily quoted in the same currency as the underlying
security.
Investing in foreign securities, and in particular in
securities in emerging countries, involves special additional risks
and considerations not typically associated with investing in
securities of issuers traded in the U.S. These include: reduction
of income by foreign taxes; fluctuation in value of foreign
portfolio investments due to changes in currency rates and control
regulations (e.g., currency blockage); transaction charges for
currency exchange; lack of public information about foreign
issuers; lack of uniform accounting, auditing and financial
reporting standards comparable to those applicable to domestic
issuers; less volume on foreign exchanges than on U.S. exchanges;
greater volatility and less liquidity in foreign markets than in
the U.S.; less regulation of foreign issuers, stock exchanges and
brokers than in the U.S.; greater difficulties in commencing
lawsuits against foreign issuers; higher brokerage commission rates
than in the U.S.; increased risks of delays in settlement of
portfolio transactions or loss of certificates for portfolio
securities; possibilities in some countries, and in particular
emerging countries, of expropriation or nationalization of assets,
confiscatory taxation, political, financial or social instability
or adverse diplomatic developments; and unfavorable differences
between the U.S. economy and foreign economies. In the past, U.S.
Government policies have discouraged certain investments abroad by
U.S. investors, through taxation or other restrictions, and it is
possible that such restrictions could be re-imposed.
The Fund's investment income or, in some cases, capital gains
from foreign issuers may be subject to foreign withholding or other
foreign taxes, thereby reducing the Fund's net investment income
and/or net realized capital gains. See "Dividends, Capital Gains
and Taxes."
Debt Securities. The Fund may invest in debt securities. All
debt securities are subject to two types of risks: credit risk and
interest rate risk (these are in addition to other investment risks
that may affect a particular security).
Credit Risk. Credit risk relates to the ability of the issuer
to meet interest or principal payments or both as they become due.
Generally, higher yielding bonds are subject to credit risk to a
greater extent than higher quality bonds.
Interest Rate Risk. Interest rate risk refers to the
fluctuations in value of fixed-income securities resulting solely
from the inverse relationship between the market value of
outstanding fixed-income securities and changes in interest rates.
An increase in interest rates will generally reduce the market
value of fixed-income investments, and a decline in interest rates
will tend to increase their value. In addition, debt securities
with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and
depreciation than obligations with shorter maturities.
Fluctuations in the market value of fixed-income securities
subsequent to their acquisition will not affect the interest
payable on those securities, and thus the cash income from such
securities, but will be reflected in the valuations of those
securities used to compute the Fund's net asset values.
High Yield Securities. The Fund may invest in high-yield/high
risk securities (commonly called junk bonds).
The Manager does not rely on credit ratings assigned by rating
agencies in assessing investment opportunities in debt securities.
Ratings by credit agencies assess safety of principal and interest
payments and do not reflect market risks. In addition, ratings by
credit agencies may not be changed by the agencies in a timely
manner to reflect subsequent economic events. By carefully
selecting individual issues and diversifying portfolio holdings by
industry sector and issuer, the Manager believes that the risk of
the Fund holding defaulted lower grade securities can be reduced.
Emphasis on credit risk management involves the Manager's own
internal analysis to determine the debt service capability,
financial flexibility and liquidity of an issuer, as well as the
fundamental trends and outlook for the issuer and its industry.
The Manager's rating helps it determine the attractiveness of
specific issues relative to the valuation by the market place of
similarly rated credits.
Risks of high yield securities 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 which may cause the Fund to invest premature redemption
proceeds 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 net asset value of the Fund. For example,
federally-insured savings and loan associations have been required
to divest their investments in high yield bonds.
U.S. Government Securities. The Fund may invest in U.S.
Government Securities. U.S. Government Securities are debt
obligations issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities, and include "zero coupon"
Treasury securities.
U.S. Treasury Obligations. These include Treasury Bills
(which have maturities of one year or less when issued), Treasury
Notes (which have maturities of one to ten years when issued) and
Treasury Bonds (which have maturities generally greater than ten
years when issued). U.S. Treasury obligations are backed by the
full faith and credit of the United States.
U.S. Government and Agency. U.S. Government Securities are
debt obligations issued by or guaranteed by the United States
government or any of its agencies or instrumentalities. Some of
these obligations, including U.S. Treasury notes and bonds, and
mortgage-backed securities (referred to as "Ginnie Maes")
guaranteed by the Government National Mortgage Association, are
supported by the full faith and credit of the United States, which
means that the government pledges to use its taxing power to repay
the debt. Other U.S. Government Securities issued or guaranteed by
Federal agencies or government-sponsored enterprises are not
supported by the full faith and credit of the United States. They
may include obligations supported by the ability of the issuer to
borrow from the U.S. Treasury. However, the Treasury is not under
a legal obligation to make a loan. Examples of these are
obligations of Federal Home Loan Mortgage Corporation (those
securities are often called "Freddie Macs"). Other obligations are
supported by the credit of the instrumentality, such as Federal
National Mortgage Association bonds (these securities are often
called "Fannie Maes").
GNMA Certificates. Certificates of Government National
Mortgage Association ("GNMA") are mortgaged-backed securities of
GNMA that evidence an undivided interest in a pool or pools of
mortgages ("GNMA Certificates"). The GNMA Certificates that the
Fund may purchase may be of the "modified pass-through" type, which
entitle the holder to receive timely payment of all interest and
principal payments due on the mortgage pool, net of fees paid to
the "issuer" and GNMA, regardless of whether the mortgagor actually
makes the payments.
The National Housing Act authorizes GNMA to guarantee the
timely payment of principal and interest on securities backed by a
pool of mortgages insured by the Federal Housing Administration
("FHA") or guaranteed by the Veterans Administration ("VA"). The
GNMA guarantee is backed by the full faith and credit of the U.S.
Government. GNMA is also empowered to borrow without limitation
from the U.S. Treasury if necessary to make any payments required
under its guarantee.
The average life of a GNMA Certificate is likely to be
substantially shorter than the original maturity of the mortgages
underlying the securities. Prepayments of principal by mortgagors
and mortgage foreclosures will usually result in the return of the
principal investment long before the maturity of the mortgages in
the pool. Foreclosures impose no risk to principal investment
because of the GNMA guarantee, except to the extent that the Fund
has purchased the certificates at a premium in the secondary
market.
FNMA Securities. The Federal National Mortgage Association
("FNMA") was established to create a secondary market in mortgages
insured by the FHA. FNMA issues guaranteed mortgage pass-through
certificates ("FNMA Certificates"). FNMA Certificates resemble
GNMA Certificates in that each FNMA Certificate represents a pro
rata share of all interest and principal payments made and owed on
the underlying pool. FNMA guarantees timely payment of interest
and principal on FNMA Certificates. The FNMA guarantee is not
backed by the full faith and credit of the U.S. Government.
FHLMC Securities. The Federal Home Loan Mortgage Corporation
("FHLMC") was created to promote development of a nationwide
secondary market for conventional residential mortgages. FHLMC
issues two types of mortgage pass-through certificates ("FHLMC
Certificates"): mortgage participation certificates ("PCS") and
guaranteed mortgage certificates ("GMCs"). PCS resemble GNMA
Certificates in that each PC represents a pro rata share of all
interest and principal payments made and owed on the underlying
pool. FHLMC guarantees timely monthly payment of interest on PCS
and the ultimate payment of principal. The FHLMC guarantee is not
backed by the full faith and credit of the U.S. Government.
GMCs also represent a pro rata interest in a pool of
mortgages. However, these instruments pay interest semi-annually
and return principal once a year in guaranteed minimum payments.
The expected average life of these securities is approximately ten
years. The FHLMC guarantee is not backed by the full faith and
credit of the U.S. Government.
Zero Coupon Securities and Deferred Interest Bonds. The Fund
may invest in zero coupon securities and deferred interest bonds
issued by the U.S. Treasury or by private issuers such as domestic
or foreign corporations. Zero coupon U.S. Treasury securities
include: (1) U.S. Treasury bills without interest coupons, (2)
U.S. Treasury notes and bonds that have been stripped of their
unmatured interest coupons and (3) receipts or certificates
representing interests in such stripped debt obligations or
coupons. Zero coupon securities and deferred interest bonds
usually trade at a deep discount from their face or par value and
will be subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable
maturities that make current payments of interest. An additional
risk of private-issuer zero coupon securities and deferred interest
bonds is the credit risk that the issuer will be unable to make
payment at maturity of the obligation.
While zero coupon bonds do not require the periodic payment of
interest, deferred interest bonds generally provide for a period of
delay before the regular payment of interest begins. Although this
period of delay is different for each deferred interest bond, a
typical period is approximately one-third of the bond's term to
maturity. Such investments benefit the issuer by mitigating its
initial need for cash to meet debt service, but some also provide
a higher rate of return to attract investors who are willing to
defer receipt of such cash. With zero coupon securities, however,
the lack of periodic interest payments means that the interest rate
is "locked in" and the investor avoids the risk of having to
reinvest periodic interest payments in securities having lower
rates.
Because the Fund accrues taxable income from zero coupon and
deferred interest securities without receiving cash, the Fund may
be required to sell portfolio securities in order to pay dividends
or redemption proceeds for its shares, which require the payment of
cash. This will depend on several factors: the proportion of
shareholders who elect to receive dividends in cash rather than
reinvesting dividends in additional shares of the Fund, and the
amount of cash income the Fund receives from other investments and
the sale of shares. In either case, cash distributed or held by
the Fund that is not reinvested by investors in additional Fund
shares will hinder the Fund from seeking current income.
Mortgage-Backed Securities. The Fund may invest in Mortgage-
backed securities. These securities represent participation
interests in pools of residential mortgage loans which are
guaranteed by agencies or instrumentalities of the U.S. Government.
Such securities differ from conventional debt securities which
generally provide for periodic payment of interest in fixed or
determinable amounts (usually semi-annually) with principal
payments at maturity or specified call dates. Some mortgage-backed
securities in which the Fund may invest may be backed by the full
faith and credit of the U.S. Treasury (e.g., direct pass-through
certificates of Government National Mortgage Association); some are
supported by the right of the issuer to borrower from the U.S.
Government (e.g., obligations of Federal Home Loan Mortgage
Corporation); and some are backed by only the credit of the issuer
itself. Those guarantees do not extend to the value of or yield of
the mortgage-backed securities themselves or to the net asset value
of the Fund's shares.
Mortgage-backed securities may also be issued by trusts or
other entities formed or sponsored by private originators of and
institutional investors in mortgage loans and other foreign or
domestic non-governmental entities (or represent custodial
arrangements administered by such institutions). These private
originators and institutions include domestic and foreign savings
and loan associations, mortgage bankers, commercial banks,
insurance companies, investment banks and special purpose
subsidiaries of the foregoing. Privately issued mortgage-backed
securities are generally backed by pools of conventional (i.e.,
non-government guaranteed or insured) mortgage loans. Since such
mortgage-backed securities are not guaranteed by an entity having
the credit standing of Ginnie Mae, Fannie Mae or Freddie Mac, in
order to receive a high quality rating, they normally are
structured with one or more types of "credit enhancement." Such
credit enhancements fall generally into two categories; (1)
liquidity protection and (2) protection against losses resulting
after default by a borrower and liquidation of the collateral.
Liquidity protection refers to the providing of cash advances to
holders of mortgage-backed securities when a borrower on an
underlying mortgage fails to make its monthly payment on time.
Protection against losses resulting after default and liquidation
is designed to cover losses resulting when, for example, the
proceeds of a foreclosure sale are insufficient to cover the
outstanding amount on the mortgage. Such protection may be
provided through guarantees, insurance policies or letters of
credit, though various means of structuring the transaction or
through a combination of such approaches.
The yield on mortgage-backed securities is based on the
average expected life of the underlying pool of mortgage loans.
The actual life of any particular pool will be shortened by any
unscheduled or early payments of principal and interest. Principal
prepayments generally result from the sale of the underlying
property or the refinancing or foreclosure of underlying mortgages.
The occurrence of prepayments is affected by a wide range of
economic, demographic and social factors and, accordingly, it is
not possible to predict accurately the average life of a particular
pool. Yield on such pools is usually computed by using the
historical record of prepayments for that pool, or, in the case of
newly issued mortgages, the prepayment history of similar pools.
The actual prepayment experience of a pool of mortgage loans may
cause the yield realized by the Fund to differ from the yield
calculated on the basis of the expected average life of the pool.
Prepayments tend to increase during periods of falling
interest rates, while during periods of rising interest rates
prepayments will most likely decline. When prevailing interest
rates rise, the value of a pass-through security may decrease as do
the values of other debt securities, but, when prevailing interest
rates decline, the value of a pass-through security is not likely
to rise to the extent that the value of other debt securities rise,
because of the prepayment feature of pass-through securities. The
Fund's reinvestment of scheduled principal payments and unscheduled
prepayments it receives may occur at times when available
investments offer higher or lower rates than the original
investment, thus affecting the yield of such Fund. Monthly
interest payments received by the Fund have a compounding effect
which may increase the yield to the Fund more than debt obligations
that pay interest semi-annually. Because of those factors,
mortgage-backed securities may be less effective than Treasury
bonds of similar maturity at maintaining yields during periods of
declining interest rates. The Fund may purchase mortgage-backed
securities at par, at a premium or at a discount. Accelerated
prepayments adversely affect yields for pass-through securities
purchased at a premium (i.e., at a price in excess of their
principal amount) and may involve additional risk of loss of
principal because the premium may not have been fully amortized at
the time the obligation is repaid. The opposite is true for pass-
through securities purchased at a discount.
Mortgage-backed securities may be less effective than debt
obligations of similar maturity at maintaining yields during
periods of declining interest rates. As new types of mortgage-
related securities are developed and offered to investors, the
Manager will, subject to the direction of the Board of Directors
and consistent with the Fund's investment objective and policies,
consider making investments in such new types of mortgage-related
securities.
Custodial Receipts. The Fund may acquire U.S. Government
Securities and their unmatured interest coupons that have been
separated (stripped) by their holder, typically a custodian bank or
investment brokerage firm. Having separated the interest coupons
from the underlying principal of the U.S. Government Securities,
the holder will resell the stripped securities in custodial receipt
programs with a number of different names, including Treasury
Income Growth Receipts (TIGRs) and Certificate of Accrual on
Treasury Securities (CATS). The stripped coupons are sold
separately from the underlying principal, which is usually sold at
a deep discount because the buyer receives only the right to
receive a future fixed payment on the security and does not receive
any rights to periodic interest (cash) payments. The underlying
U.S. Treasury bonds and notes themselves are generally held in
book-entry form at a Federal Reserve Bank. Counsel to the
underwriters of these certificates or other evidences of ownership
of U.S. Treasury securities have stated that, in their opinion,
purchasers of the stripped securities most likely will be deemed
the beneficial holders of the underlying U.S. Government Securities
for federal tax and securities purposes. In the case of CATS and
TIGRs, the IRS has reached this conclusion for the purpose of
applying the tax diversification requirements applicable to
regulated investment companies such as the Fund. CATS and TIGRs
are not considered U.S. Government Securities by the Staff of the
SEC, however. Further, the IRS' conclusion is contained only in a
general counsel memorandum, which is an internal document of no
precedential value or binding effect, and a private letter ruling,
which also may not be relied upon by the Fund. The Company is not
aware of any binding legislative, judicial or administrative
authority on this issue.
Commercial Paper. The Fund may purchase commercial paper for
temporary defensive purposes as described in its Prospectus. In
addition, the Fund may invest in variable amount master demand
notes and floating rate notes as follows:
Variable Amount Master Demand Notes. Master demand notes are
corporate obligations which permit the investment of fluctuating
amounts by the Fund at varying rates of interest pursuant to 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, and 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 generally
contemplated that they will be traded. There is no secondary
market for these notes, although they are redeemable (and thus
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 Manager 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, described in the Fund's Prospectus.
The Manager and relevant Subadviser will consider the earning
power, cash flow and other liquidity ratios of issuers of demand
notes and continually will monitor their financial ability to meet
payment on demand.
Floating Rate/Variable Rate Notes. Some of the notes the Fund
may purchase may have variable or floating interest rates.
Variable rates are adjustable at stated periodic intervals;
floating rates are automatically adjusted according to a specified
market rate for such investments, such as the percentage of the
prime rate of a bank, or the 91-day U.S. Treasury Bill rate. Such
obligations may be secured by bank letters of credit or other
support arrangements. Any bank providing such a bank letter, line
of credit, guarantee or loan commitment will meet the Fund's
investment quality standards relating to investments in bank
obligations. The Fund will invest in variable and floating rate
instruments only when the Manager or relevant Subadviser deems the
investment to meet the investment guidelines applicable to the
Fund. The Manager or relevant Subadviser will also continuously
monitor the creditworthiness of issuers of such instruments to
determine whether the Fund should continue to hold the investments.
The absence of an active secondary market for certain variable
and floating rate notes could make it difficult to dispose of the
instruments, and the Fund could suffer a loss if the issuer
defaults or during periods in which the Fund is not entitled to
exercise its demand rights.
Variable and floating rate instruments held by the Fund will
be subject to the Fund's limitation on investments in illiquid
securities when a reliable trading market for the instruments does
not exist and the Fund may not demand payment of the principal
amount of such instruments within seven days.
Bank Obligations and Instruments Secured Thereby. The bank
obligations the Fund may invest in include time deposits,
certificates of deposit, and bankers' acceptances if they are: (i)
obligations of a domestic bank with total assets of at least $1
billion or (ii) obligations of a foreign bank with total assets of
at least U.S. $1 billion. The Fund may also invest in instruments
secured by such obligations (e.g., debt which is guaranteed by the
bank). For purposes of this section, the term "bank" includes
commercial banks, savings banks, and savings and loan associations
which may or may not be members of the Federal Deposit Insurance
Corporation.
Time deposits are non-negotiable deposits in a bank for a
specified period of time at a stated interest rate, whether or not
subject to withdrawal penalties. However, time deposits that are
subject to withdrawal penalties, other than those maturing in seven
days or less, are subject to the limitation on investments by the
Fund in illiquid investments, set forth in the Fund's Prospectus
under "Illiquid and Restricted Securities."
Banker's acceptances are marketable short-term credit
instruments used to finance the import, export, transfer or storage
of goods. They are deemed "accepted" when a bank guarantees their
payment at maturity.
Equity Securities. Additional information about some of the
types of equity securities the Fund may invest in is provided
below.
Convertible Securities. The Fund may invest in convertible
securities. Convertible securities are bonds, preferred stocks and
other securities that pay a fixed rate of interest or dividend and
are convertible into the issuer's common stock at the option of the
buyer. While the value of these securities depends in part on
interest rate changes, their value is also sensitive to the credit
quality of the issuer and will change based on the price of the
underlying stock. The Manager consequently does not look primarily
to the ratings of these securities but considers them as "equity
substitutes." While these securities generally offer less potential
for gains than common stock and less income than non-convertible
bonds, their income helps to provide a cushion against the stock
price's declines.
While convertible securities are a form of debt security in
many cases, their conversion feature (allowing conversion into
equity securities) causes them to be regarded more as "equity
equivalents." As a result, any rating assigned to the security has
less impact on the Manager's investment decision with respect to
convertible securities than in the case of non-convertible debt
securities. To determine whether convertible securities should be
regarded as "equity equivalents," the Manager examines the
following factors: (1) whether, at the option of the investor, the
convertible security can be exchanged for a fixed number of shares
of common stock of the issuer, (2) whether the issuer of the
convertible securities has restated its earnings per share of
common stock on a fully diluted basis (considering the effect of
converting the convertible securities), and (3) the extent to which
the convertible security may be a defensive "equity substitute,"
providing the ability to participate in any appreciation in the
price of the issuer's common stock.
Warrants and Rights. The Fund may purchase warrants.
Warrants are options to purchase equity securities at set prices
valid for a specified period of time. The prices of warrants do
not necessarily move in a manner parallel to the prices of the
underlying securities. The price the Fund pays for a warrant will
be lost unless the warrant is exercised prior to its expiration.
Rights are similar to warrants, but normally have a short duration
and are distributed directly by the issuer to its shareholders.
Rights and warrants have no voting rights, receive no dividends and
have no rights with respect to the assets of the issuer.
Preferred Stock. The Fund, subject to its investment
objective, may purchase preferred stock. Preferred stocks are
equity securities, but possess certain attributes of debt
securities and are generally considered fixed income securities.
Holders of preferred stocks normally have the right to receive
dividends at a fixed rate when and as declared by the issuer's
board of directors, but do not participate in other amounts
available for distribution by the issuing corporation. Dividends
on the preferred stock may be cumulative, and all cumulative
dividends usually must be paid prior to dividend payments to common
stockholders. Because of this preference, preferred stocks
generally entail less risk than common stocks. Upon liquidation,
preferred stocks are entitled to a specified liquidation
preference, which is generally the same as the par or stated value,
and are senior in right of payment to common stocks. However,
preferred stocks are equity securities in that they do not
represent a liability of the issuer and therefore do not offer as
great a degree of protection of capital or assurance of continued
income as investments in corporate debt securities. In addition,
preferred stocks are subordinated in right of payment to all debt
obligations and creditors of the issuer, and convertible preferred
stocks may be subordinated to other preferred stock of the same
issuer.
Hedging. Consistent with the limitations set forth in the
Prospectus and below, the Fund may employ one or more of the types
of hedging instruments described below. Additional information
about the hedging instruments the Fund may use is provided below.
In the future, the Fund may employ hedging instruments and
strategies that are not presently contemplated but which may be
developed, to the extent such investment methods are consistent
with the Fund's investment objective, legally permissible and
adequately disclosed.
Covered Call Options on Securities, Securities Indices and
Foreign Currencies. The Fund may write covered call options.
Such options may relate to particular U.S. or non-U.S. securities
to various U.S. or non-U.S. stock indices or to U.S. or non-U.S.
currencies. The Fund may purchase and write, as the case may be,
call options which are issued by the Options Clearing Corporation
(OCC) or which are traded on U.S. and non-U.S. exchanges.
Writing Covered Calls. When the Fund writes a call on a
security, it receives a premium and agrees to sell the callable
investment to a purchaser of a corresponding call on the same
security during the call period (usually not more than 9 months) at
a fixed exercise price (which may differ from the market price of
the underlying security), regardless of market price changes during
the call period. The Fund retains the risk of loss should the
price of the underlying security decline during the call period,
which may be offset to some extent by the premium.
To terminate its obligation on a call it has written, the Fund
may purchase a corresponding call in a "closing purchase
transaction." A profit or loss will be realized, depending upon
whether the net of the amount of the option transaction costs and
the premium received on the call written was more or less than the
price of the call subsequently purchased. A profit may also be
realized if the call expires unexercised, because the Fund retains
the underlying investment and the premium received. Any such
profits are considered short-term capital gains for Federal income
tax purposes, and when distributed by the Fund are taxable as
ordinary income. If the Fund could not effect a closing purchase
transaction due to lack of a market, it would have to hold the
callable investments until the call lapsed or was exercised.
The Fund shall not write a covered call option if as a result
thereof the assets underlying calls outstanding (including the
proposed call option) would exceed 20% of the value of the assets
of the Fund.
Futures Contracts and Related Options. To hedge against
changes in interest rates, securities prices or currency exchange
rates or for certain non-hedging purposes, the Fund may, subject to
its investment objectives and policies, purchase and sell various
kinds of futures contracts, and purchase and write call and put
options on any of such futures contracts. The Fund may also enter
into closing purchase and sale transactions with respect to any of
such contracts and options. The futures contracts may be based on
various securities (such as U.S. Government securities), securities
indices, currencies and other financial instruments and indices.
The Fund may purchase and sell futures contracts on stock indices
and sell options on such futures. In addition, the Fund that may
invest in securities that are denominated in a foreign currency may
purchase and sell futures on currencies and sell options on such
futures. The Fund will engage in futures and related options
transactions only for bona fide hedging or other non-hedging
purposes as defined in regulations promulgated by the CFTC. All
futures contracts entered into by the Fund are traded on U.S.
exchanges or boards of trade that are licensed and regulated by the
CFTC or on foreign exchanges approved by the CFTC.
The Fund may buy and sell futures contracts on interest rates
("Interest Rate Futures"). No price is paid or received upon the
purchase or sale of an Interest Rate Future. An Interest Rate
Future obligates the seller to deliver and the purchaser to take a
specific type of debt security at a specific future date for a
fixed price. That obligation may be satisfied by actual delivery
of the debt security or by entering into an offsetting contract.
The Fund may buy and sell futures contracts related to
financial indices (a "Financial Future"). A financial index
assigns relative values to the securities included in the index and
fluctuates with the changes in the market value of those
securities. Financial indices cannot be purchased or sold
directly. The contracts obligate the seller to deliver, and the
purchaser to take, cash to settle the futures transaction or to
enter into an offsetting contract. No physical delivery of the
securities underlying the index is made on settling the futures
obligation. No monetary amount is paid or received by the Fund on
the purchase or sale of a Financial Future.
Upon entering into a futures transaction, the Fund will be
required to deposit an initial margin payment in cash or U.S.
Treasury bills with the futures commission merchant (the "futures
broker"). The initial margin will be deposited with the Fund's
Custodian in an account registered in the futures broker's name;
however the futures broker can gain access to that account only
under specified conditions. As the Future is marked to market to
reflect changes in its market value, subsequent margin payments,
called variation margin, will be made to or by the futures broker
on a daily basis. Prior to expiration of the Future, if the Fund
elects to close out its position by taking an opposite position, a
final determination of variation margin is made, additional cash is
required to be paid by or released to the Fund, and any loss or
gain is realized for tax purposes. Although Financial Futures and
Interest Rate Futures by their terms call for settlement by
delivery cash or securities, respectively, in most cases the
obligation is fulfilled by entering into an offsetting position.
All futures transactions are effected through a clearinghouse
associated with the exchange on which the contracts are traded.
Options on Futures Contracts. The acquisition of put and call
options on futures contracts will give the Fund the right (but not
the obligation) for a specified price to sell or to purchase,
respectively, the underlying futures contract at any time during
the option period. As the purchaser of an option on a futures
contract, the Fund obtains the benefit of the futures position if
prices move in a favorable direction but limits its risk of loss in
the event of an unfavorable price movement to the loss of the
premium and transaction costs.
The writing of a call option on a futures contract generates
a premium which may partially offset a decline in the value of the
Fund's assets. By writing a call option, the Fund becomes
obligated, in exchange for the premium, to sell a futures contract
(if the option is exercised), which may have a value higher than
the exercise price. Conversely, the writing of a put option on a
futures contract generates a premium which may partially offset an
increase in the price of securities that the Fund intends to
purchase. However, the Fund becomes obligated to purchase a
futures contract (if the option is exercised) which may have a
value lower than the exercise price. Thus, the loss incurred by
the Fund in writing options on futures is potentially unlimited and
may exceed the amount of the premium received. The Fund will incur
transaction costs in connection with the writing of options on
futures.
The holder or writer of an option on a futures contract may
terminate its position by selling or purchasing an offsetting
option on the same series. There is no guarantee that such closing
transactions can be effected. The Fund's ability to establish and
close out positions on such options will be subject to the
development and maintenance of a liquid market.
The Fund may use options on futures contracts solely for bona
fide hedging or other non-hedging purposes as described below.
Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts") for hedging and non-
hedging purposes. A forward currency exchange contract generally
has no deposit requirement, and no commissions are generally
charged at any stage for trades. A Forward Contract involves
bilateral obligations of one party to purchase, and another party
to sell, a specific currency at a future date (which may be any
fixed number of days from the date of the contract agreed upon by
the parties), at a price set at the time the contract is entered
into. The Fund generally will not enter into a forward currency
exchange contract with a term of greater than one year. These
contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their
customers.
The Fund may use Forward Contracts to protect against
uncertainty in the level of future exchange rates. The use of
Forward Contracts does not eliminate fluctuations in the prices of
the underlying securities the Fund owns or intends to acquire, but
it does fix a rate of exchange in advance. In addition, although
Forward Contracts limit the risk of loss due to a decline in the
value of the hedged currencies, at the same time they limit any
potential gain that might result should the value of the currencies
increase.
The Fund may enter into Forward Contracts with respect to
specific transactions. For example, when the Fund enters into a
contract for the purchase or sale of a security denominated in a
foreign currency, or when it anticipates receipt of dividend
payments in a foreign currency, the Fund may desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent
of such payment by entering into a Forward Contract, for a fixed
amount of U.S. dollars per unit of foreign currency, for the
purchase or sale of the amount of foreign currency involved in the
underlying transaction ("transaction hedge"). The Fund will
thereby be able to protect itself against a possible loss resulting
from an adverse change in the relationship between the currency
exchange rates during the period between the date on which the
security is purchased or sold, or on which the payment is declared,
and the date on which such payments are made or received.
The Fund may also use Forward Contracts to lock in the U.S.
dollar value of portfolio positions ("position hedge"). In a
position hedge, for example, when the Fund believes that foreign
currency may suffer a substantial decline against the U.S. dollar,
it may enter into a forward sale contract to sell an amount of that
foreign currency approximating the value of some or all of the
Fund's portfolio securities denominated in such foreign currency,
or when it believes that the U.S. dollar may suffer a substantial
decline against a foreign currency, it may enter into a forward
purchase contract to buy that foreign currency for a fixed dollar
amount. In this situation the Fund may, in the alternative, enter
into a Forward Contract to sell a different foreign currency for a
fixed U.S. dollar amount where the Fund believes that the U.S.
dollar value of the currency to be sold pursuant to the Forward
Contract will fall whenever there is a decline in the U.S. dollar
value of the currency in which portfolio securities of the Fund is
denominated ("cross hedge").
The Fund will not enter into such Forward Contracts or
maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency or another
currency that is also the subject of the hedge. The Fund, however,
in order to avoid excess transactions and transaction costs, may
maintain a net exposure to Forward Contracts in excess of the value
of the Fund's portfolio securities or other assets denominated in
these currencies provided the excess amount is "covered" by liquid,
high-grade debt securities, denominated in any currency, at least
equal at all times to the amount of such excess. Unanticipated
changes in currency prices may result in poorer overall performance
for the Fund than if it had not entered into such contracts.
The precise matching of the Forward Contract amounts and the
value of the securities involved will not generally be possible
because the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of
these securities between the date the Forward Contract is entered
into and the date it is sold. Accordingly, it may be necessary for
the Fund to purchase additional foreign currency on the spot (i.e.,
cash) market (and bear the expense of such purchase), if the market
value of the security is less than the amount of foreign currency
the Fund is obligated to deliver and if a decision is made to sell
the security and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign currency
the Fund is obligated to deliver. The projection of short-term
currency market movements is extremely difficult, and the
successful execution of a short-term hedging strategy is highly
uncertain. Forward Contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing the
Fund to sustain losses on these contracts and transactions costs.
At or before the maturity of a Forward Contract requiring the
Fund to sell a currency, the Fund, may either sell a portfolio
security and use the sale proceeds to make delivery of the currency
or retain the security and offset its contractual obligation to
deliver the currency by purchasing a second contract pursuant to
which the Fund will obtain, on the same maturity date, the same
amount of the currency that it is obligated to deliver. Similarly,
the Fund may close out a Forward Contract requiring it to purchase
a specified currency by entering into a second contract entitling
it to sell the same amount of the same currency on the maturity
date of the first contract.
The cost to the Fund of engaging in Forward Contracts varies
with factors such as the currencies involved, the length of the
contract period and the market conditions then prevailing. Because
Forward Contracts are usually entered into on a principal basis, no
fees or commissions are involved. Because such contracts are not
traded on an exchange, the Fund must evaluate the credit and
performance risk of each particular counterparty under a Forward
Contract.
Although the Fund values its assets daily in terms of U.S.
dollars, it does not intend to convert its holdings of foreign
currencies into U.S. dollars on a daily basis. The Fund may
convert foreign currency from time to time, and investors should be
aware of the costs of currency conversion. Foreign exchange
dealers do not charge a fee for conversion, but they do seek to
realize a profit based on the difference between the prices at
which they buy and sell various currencies. Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer.
Interest Rate Swap Transactions. The Fund may enter into swap
transactions. Swap agreements entail both interest rate risk and
credit risk. There is a risk that, based on movements of interest
rates in the future, the payments made by the Fund under a swap
agreement will have been greater than those received by them.
Credit risk arises from the possibility that the counterparty will
default. If the counterparty to an interest rate swap defaults,
the Fund's loss will consist of the net amount of contractual
interest payments that the Fund has not yet received. The Manager
will monitor the creditworthiness of counterparties to the Fund's
interest rate swap transactions on an ongoing basis.
The Fund will enter into swap transactions with appropriate
counterparties pursuant to master netting agreements. A master
netting agreement provides that all swaps done between the Fund and
that counterparty under that master agreement shall be regarded as
parts of an integral agreement. If on any date amounts are payable
in the same currency in respect of one or more swap transactions,
the net amount payable on that date in that currency shall be paid.
In addition, the master netting agreement may provide that if one
party defaults generally or on one swap, the counterparty may
terminate the swaps with that party. Under such agreements, if
there is a default resulting in a loss to one party, the measure of
that party's damages is calculated by reference to the average cost
of a replacement swap with respect to each swap (i.e., the mark-to-
market value at the time of the termination of each swap). The
gains and losses on all swaps are then netted, and the result is
the counterparty's gain or loss on termination. The termination of
all swaps and the netting of gains and losses on termination is
generally referred to as "aggregation." The swap market has grown
substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap
market has become relatively liquid in comparison with the markets
for other similar instruments which are traded in the interbank
market.
However, the staff of the SEC takes the position that swaps, caps
and floors are illiquid investments that are subject to a
limitation on such investments.
Additional Information About Hedging Instruments and Their
Use. The Fund's Custodian, or a securities depository acting for
the Custodian, will act as the Fund's escrow agent, through the
facilities of the Options Clearing Corporation ("OCC"), as to the
investments on which the Fund has written options traded on
exchanges or as to other acceptable escrow securities, so that no
margin will be required for such transactions. OCC will release
the securities covering a call on the expiration of the option or
upon the Fund entering into a closing purchase transaction. An
option position may be closed out only on a market which provides
secondary trading for options of the same series, and there is no
assurance that a liquid secondary market will exist for any
particular option.
Regulatory Aspects of Hedging Instruments. The Fund is
required to operate within certain guidelines and restrictions with
respect to its use of futures and options thereon as established by
the Commodities Futures Trading Commission ("CFTC"). In
particular, the Fund is excluded from registration as a "commodity
pool operator" if it complies with the requirements of Rule 4.5
adopted by the CFTC. The Rule does not limit the percentage of the
Fund's assets that may be used for Futures margin and related
options premiums for a bona fide hedging position. However, under
the Rule the Fund must limit its aggregate initial futures margin
and related option premiums to no more than 5% of the Fund's net
assets for hedging strategies that are not considered bona fide
hedging strategies under the Rule. Under the Rule, the Fund also
must use short futures and options on futures positions solely for
bona fide hedging purposes within the meaning and intent of the
applicable provisions of the Commodity Exchange Act.
Transactions in options by the Fund are subject to limitations
established by each of the exchanges governing the maximum number
of options which may be written or held by a single investor or
group of investors acting in concert, regardless of whether the
options were written or purchased on the same or different
exchanges or are held in one or more accounts or through one or
more different exchanges through one or more or brokers. Thus, the
number of options which the Fund may write or hold may be affected
by options written or held by other entities, including other
investment companies having the same or an affiliated investment
adviser. Position limits also apply to Futures. An exchange may
order the liquidation of positions found to be in violation of
those limits and may impose certain other sanctions. Due to
requirements under the Investment Company Act of 1940 (the
"Investment Company Act"), when the Fund purchases a Future, the
Fund will maintain, in a segregated account or accounts with its
Custodian, cash or readily-marketable, short-term (maturing in one
year or less) debt instruments in an amount equal to the market
value of the securities underlying such Future, less the margin
deposit applicable to it.
Tax Aspects of Covered Calls and Hedging Instruments. The
Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code. That qualification enables the Fund to
"pass through" its income and realized capital gains to
shareholders without the Fund having to pay tax on them. This
avoids a "double tax" on that income and capital gains, since
shareholders will be taxed on the dividends and capital gains they
receive from the Fund. One of the tests for the Fund's
qualification is that less than 30% of its gross income
(irrespective of losses) must be derived from gains realized on the
sale of securities held for less than three months. To comply with
that 30% cap, the Fund will limit the extent to which it engages in
the following activities, but will not be precluded from them: (i)
selling investments, including Futures, held for less than three
months, whether or not they were purchased on the exercise of a
call held by the Fund; (ii) purchasing calls or puts which expire
in less than three months; (iii) effecting closing transactions
with respect to calls or puts written or purchased less than three
months previously; (iv) exercising puts or calls held by the Fund
for less than three months; or (v) writing calls on investments
held for less than three months.
Risks Of Hedging With Options and Futures. In addition to the
risks with respect to hedging discussed in the Fund's Prospectus
and above, there is a risk in using short hedging by selling
Futures to attempt to protect against a decline in value of the
Fund's portfolio securities (due to an increase in interest rates)
that the prices of such Futures will correlate imperfectly with the
behavior of the cash (i.e., market value) prices of the Fund's
securities. The ordinary spreads between prices in the cash and
futures markets are subject to distortions due to differences in
the natures of those markets. First, all participants in the
futures markets are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit
requirements, investors may close out futures contracts through
offsetting transactions which could distort the normal relationship
between the cash and futures markets. Second, the liquidity of the
futures markets depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent
participants decide to make or take delivery, liquidity in the
futures markets could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit
requirements in the futures markets are less onerous than margin
requirements in the securities markets. Therefore, increased
participation by speculators in the futures markets may cause
temporary price distortions.
The use of hedging instruments requires special skills and
knowledge of investment techniques that are different from what is
required for normal portfolio management. If the Manager uses a
hedging instrument at the wrong time or judges market conditions
incorrectly, hedging strategies may reduce the Fund's return. The
Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments or
if it could not close out a position because of an illiquid market
for the future or option.
Options trading involves the payment of premiums, and options,
futures and forward contracts are subject to special tax rules that
may affect the amount, timing and character of the Fund's income
and distributions. There are also special risks in particular
hedging strategies. For example, if a covered call written by the
Fund is exercised on an investment that has increased in value, the
Fund will be required to sell the investment at the call price and
will not be able to realize any profit if the investment has
increased in value above the call price. The use of Forward
Contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign
currency.
There are Special Risks in Investing in Derivative
Investments. The Fund can invest in a number of different kinds of
"derivative" investments. In general, a "derivative investment" is
a specially designed investment whose performance is linked to the
performance of another investment or security, such as an option,
future, index, currency or commodity. The company issuing the
instrument may fail to pay the amount due on the maturity of the
instrument. Also, the underlying investment or security might not
perform the way the Manager expected it to perform. Markets,
underlying securities and indices may move in a direction not
anticipated by the Manager. Performance of derivative investments
may also be influenced by interest rate and stock market changes in
the U.S. and abroad. All of this can mean that the Fund will
realize less principal or income from the investment than expected.
Certain derivative investments held by the Fund may be illiquid.
Please refer to "Illiquid and Restricted Securities" in the Fund's
prospectus.
Loans of Portfolio Securities. Subject to its investment
policies and restrictions, the Fund may seek to increase its income
by lending portfolio securities to brokers, dealers and financial
institutions in transactions other than repurchase agreements. The
Fund must receive collateral for a loan. As a matter of fundamental
policy, these loans are limited to not more than 33-1/3% of the
Fund's total assets (taken at market value) and are subject to
other conditions set forth in "Other Investment Restrictions." The
Fund presently does not intend to engage in loans of securities,
but if it does so it does not intend to lend securities that will
exceed 5% of the value of the Fund's total assets in the coming
year.
Portfolio Turnover. The Fund's particular portfolio
securities may be changed without regard to the holding period of
these securities (subject to certain tax restrictions), when the
Manager deems that this action will help achieve the Fund's
objective given a change in an issuer's operations or changes in
general market conditions. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a
relatively brief period of time. The Fund does not generally
intend to invest for the purpose of seeking short-term profits.
Variations in portfolio turnover rate from year to year reflect the
investment discipline applied to the particular Fund and do not
generally reflect trading for short-term profits.
Other Investment Restrictions
A. Fundamental Investment Restrictions
The Fund has adopted the following fundamental investment
restrictions. The Fund's most significant investment restrictions
are also set forth in the Prospectus. Fundamental policies cannot
be changed without the vote of a "majority" of the Fund's
outstanding voting securities. Under the Investment Company Act,
such a "majority" vote is defined as the vote of the holders of the
lesser of (i) 67% or more of the shares present or represented by
proxy at a shareholder meeting, if the holders of more than 50% of
the outstanding shares are present, or (ii) more than 50% of the
outstanding shares.
The Fund may not:
1. Issue senior securities, except as permitted by
paragraphs 7, 8, 9 and 11 below. For purposes of this restriction,
the issuance of shares of common stock in multiple classes or
series, the purchase or sale of options, futures contracts and
options on futures contracts, forward commitments, and repurchase
agreements entered into in accordance with the Fund's investment
policies, and the pledge, mortgage or hypothecation of the Fund's
assets are not deemed to be senior securities.
2. (a) Invest more than 5 percent of its total assets (taken
at market value at the time of each investment) in the securities
(other than United States Government or Government agency
securities) of any one issuer (including repurchase agreements with
any one bank or dealer) or more than 15 percent of its total assets
in the obligations of any one bank; and (b) purchase more than
either (i) 10 percent in principal amount of the outstanding debt
securities of an issuer, or (ii) 10 percent of the outstanding
voting securities of an issuer, except that such restrictions shall
not apply to securities issued or guaranteed by the United States
Government or its agencies, bank money instruments or bank
repurchase agreements.
3. Invest more than 25 percent of the value of its total
assets in the securities of issuers in any single industry,
provided that this limitation shall not apply to the purchase of
obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities. For the purpose of this
restriction, each utility that provides a separate service (e.g.,
gas, gas transmission, electric or telephone) shall be considered
to be a separate industry. This test shall be applied on a
proforma basis using the market value of all assets immediately
prior to making any investment.
4. Alone, or together with any other portfolio or
portfolios, make investments for the purpose of exercising control
over, or management of, any issuer. The Fund has undertaken as a
matter of non-fundamental policy to apply this restriction to 25%
or more of its total assets.
5. Purchase securities of other investment companies, except
in connection with a merger, consolidation, acquisition or
reorganization, or by purchase in the open market of securities of
closed-end investment companies where no underwriter or dealer's
commission or profit, other than the customary broker's commission
is involved and only if immediately thereafter not more than 10
percent of the Fund's total assets, taken at market value, would be
invested in such securities.
6. Purchase or sell interests in oil, gas or other mineral
exploration or development programs, commodities, commodity
contracts or real estate, except that such portfolio may: (1)
purchase securities of issuers which invest or deal an any of the
above and (2) invest for hedging purposes in futures contracts on
securities, financial instruments and indices, and foreign
currency, as are approved for trading on a registered exchange.
7. Purchase any securities on margin (except that the
Company may obtain such short- term credits as may be necessary for
the clearance of purchases and sales of portfolio securities) or
make short sales of securities or maintain a short position. The
deposit or payment by the Fund of initial or maintenance margin in
connection with futures contracts or related options transactions
is not considered the purchase of a security on margin.
8. Make loans, except that the Fund (1) may lend portfolio
securities in accordance with the Fund's investment policies up to
33 1/3% of the Fund's total assets taken at market value, (2) enter
into repurchase agreements, and (3) purchase all or a portion of an
issue of publicly distributed debt securities, bank loan
participation interests, bank certificates of deposit, bankers'
acceptances, debentures or other securities, whether or not the
purchase is made upon the original issuance of the securities.
9. Borrow amounts in excess of 10 percent of its total
assets, taken at market value at the time of the borrowing, and
then only from banks as a temporary measure for extraordinary or
emergency purposes, or make investments in portfolio securities
while such outstanding borrowings exceed 5 percent of its total
assets.
10. Allow its current obligations under reverse repurchase
agreements, together with borrowings, to exceed 1/3 of the value of
its total assets (less all its liabilities other than the
obligations under borrowings and such agreements).
11. Mortgage, pledge, hypothecate or in any manner transfer,
as security for indebtedness, any securities owned or held by the
Fund except as may be necessary in connection with borrowings as
mentioned in investment restriction (9) above, and then such
mortgaging, pledging or hypothecating may not exceed 10 percent of
the Fund's total assets, taken at market value at the time thereof.
In order to comply with certain state statutes, the Fund will not,
as a matter of operating policy, mortgage, pledge or hypothecate
its portfolio securities to the extent that at any time the
percentage of the value of pledged securities plus the maximum
sales charge will exceed 10 percent of the value of the Fund's
shares at the maximum offering price. The deposit of cash, cash
equivalents and liquid debt securities in a segregated account with
the custodian and/or with a broker in connection with futures
contracts or related options transactions and the purchase of
securities on a "when-issued" basis is not deemed to be a pledge.
12. Underwrite securities of other issuers except insofar as
the Company may be deemed an underwriter under the 1933 Act in
selling portfolio securities.
13. Write, purchase or sell puts, calls or combinations
thereof, except that covered call options may be written.
14. Invest in securities of foreign issuers if at the time of
acquisition more than 10 percent of its total assets, taken at
market value at the time of the investment, would be invested in
such securities. However, up to 25 percent of the total assets of
such portfolio may be invested in the aggregate in such securities
(i) issued, assumed or guaranteed by foreign governments, or
political subdivisions or instrumentalities thereof, (ii) assumed
or guaranteed by domestic issuers, including Eurodollar securities,
or (iii) issued, assumed or guaranteed by foreign issuers having a
class of securities listed for trading on the New York Stock
Exchange.
15. Invest more than 10 percent in the aggregate of the value
of its total assets in repurchase agreements maturing in more than
seven days, time deposits maturing in more than 2 days, portfolio
securities which do not have readily available market quotations
and all other illiquid assets.
(b) such purchase would at the time result in more than 10%
of the outstanding voting securities of such issuer being held by
the Fund.
For purposes of the fundamental investment restrictions, the
term "borrow" does not include mortgage dollar rolls, reverse
repurchase agreements or lending portfolio securities and the terms
"illiquid securities" and "portfolio securities which do not have
readily available market quotations" shall include restricted
securities. However, as non-fundamental policies, the Company will
treat reverse repurchase agreements as borrowings, master demand
notes as illiquid securities and mortgage dollar rolls as sales
transactions and not as a financing.
For purposes of the restriction on investing more than 25% of
the Fund's assets in the securities of issuers in any single
industry, the category Financial Services as used in the Financial
Statements may include several different industries such as
mortgage-backed securities, brokerage firms and other financial
institutions.
For purposes of the Fund's policy not to concentrate their
assets, described in the above restrictions, the Fund has adopted
the industry classifications set forth in the Appendix to this
Statement of Additional Information. This is not the Fundamental
policy.
The percentage restrictions described above and in the Fund's
Prospectus are applicable only at the time of investment and
require no action by the Fund as a result of subsequent changes in
value of the investments or the size of the Fund.
How the Funds are Managed
Organization and History. The Company was incorporated in Maryland
on December 9, 1981. Prior to March 18, 1996, the Company was
named Connecticut Mutual Investment Accounts, Inc. On March 18,
1996 the Fund changed its name from Connecticut Mutual Growth
Account to Oppenheimer Disciplined Value Fund.
As a Maryland corporation, the Fund is not required to hold,
and does not plan to hold, regular annual meetings of shareholders.
The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a
shareholder meeting is called by the Directors or upon proper
request of the shareholders. The Directors will call a meeting of
shareholders to vote on the removal of a Director upon the written
request of the record holders of 10% of its outstanding shares. In
addition, if the Directors receive a request from at least 10
shareholders (who have been shareholders for at least six months)
holding shares of the Company valued at $25,000 or more or holding
at least 1% of the Company's outstanding shares, whichever is less,
stating that they wish to communicate with other shareholders to
request a meeting to remove a Director, the Directors will then
either make the Fund's shareholder list available to the applicants
or mail their communication to all other shareholders at the
applicants' expense, or the Directors may take such other action as
set forth under Section 16(c) of the Investment Company Act.
Directors and Officers of the Company. The Company's Directors and
officers and their principal occupations and business affiliations
during the past five years are listed below. The address of each
Director and officer is Two World Trade Center, New York, New York
10048-0203, unless another address is listed below. All of the
Directors except Ms. Macaskill are directors of Oppenheimer Money
Market Fund, Inc. All of the Directors are directors of Oppenheimer
Target Fund, Oppenheimer Fund, Oppenheimer Global Fund, Oppenheimer
International Growth Fund, Oppenheimer Growth Fund, Oppenheimer
Developing Markets Fund, Oppenheimer Discovery Fund, Oppenheimer
Enterprise Fund, Oppenheimer Global Growth & Income Fund,
Oppenheimer Global Emerging Growth Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer Bond Fund, Oppenheimer New York
Municipal Fund, Oppenheimer California Municipal Fund, Oppenheimer
Multi-State Municipal Trust, Oppenheimer Asset Allocation Fund,
Oppenheimer U.S. Government Trust, Oppenheimer Multi-Sector Income
Trust and Oppenheimer World Bond Fund (collectively the "New York-
based Oppenheimer funds"). Ms. Macaskill and Messrs. Spiro,
Bishop, Bowen, Donohue, Farrar and Zack, who are officers of the
Company, hold the same offices with the other New York-based
Oppenheimer funds as with the Company. As of November 22, 1996,
the Directors and Officers of the Fund as a group owned less than
1% of the outstanding shares of the Fund. That statement does not
include ownership of shares held of record by an employee benefit
plan for employees of the Manager (two of the officers of the Fund
listed below, Ms. Macaskill and Mr. Donohue, are Trustees of that
plan) other than the shares beneficially owned under that plan by
the officers of the Fund list below.
Leon Levy, Chairman of the Board of Directors; Age: 71
31 West 52nd Street, New York, New York, 10019.
General Partner of Odyssey Partners, L.P. (investment partnership)
and Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Director*; Age: 63
Vice Chairman of the OppenheimerFunds, Inc. (the "Manager");
formerly he held the following positions: Vice President and
Counsel of Oppenheimer Acquisition Corp. ("OAC"), the Manager's
parent holding company; a director of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor"), Vice
President and a director of HarbourView Asset Management
Corporation ("HarbourView") and Centennial Asset Management
Corporation ("Centennial"), investment advisory subsidiaries of the
Manager, a director of Shareholder Financial Services, Inc.
("SFSI") and Shareholder Services, Inc. ("SSI"), transfer agent
subsidiaries of the Manager, an officer of other Oppenheimer funds
and Executive Vice President and General Counsel of the Manager and
the Distributor.
Benjamin Lipstein, Director; Age: 73
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University; a director of Sussex
Publishers, Inc. (Publishers of Psychology Today on Mother Earth
News) and a director of Spy Magazine, L.P.
Bridget A. Macaskill, President and Director*; Age: 47
President, Chief Executive Officer and a Director of the Manager;
Chairman and a Director of SSI and SFSI, President and a director
of OAC, HarbourView and of Oppenheimer Partnership Holdings, Inc.,
a holding company subsidiary of the Manager; a director of
Oppenheimer Real Asset Management, Inc.; formerly an Executive Vice
President of the Manager.
______________________
* A Director who is an "interested person" of the Company as
defined in the Investment Company Act.
Elizabeth B. Moynihan, Director; Age: 67
801 Pennsylvania Avenue, N.W., Washington, DC 20004
Author and architectural historian; a trustee of the Freer Gallery
of Art (Smithsonian Institution), the Institute of Fine Arts (New
York University), National Building Museum; a member of the
Trustees Council, Preservation League of New York State; a member
of the Indo-U.S. Sub-Commission on Education and Culture.
Kenneth A. Randall, Director; Age: 69
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), Enron-Dominion Cogen Corp. (cogeneration company),
Kemper Corporation (insurance and financial services company),
Fidelity Life Association (mutual life insurance company); 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, Director; Age: 66
40 Park Avenue, New York, New York 10016
Chairman of Municipal Assistance Corporation for the City of New
York; Senior Fellow of Jerome Levy Economics Institute; Bard
College; a member of the U.S. Competitiveness Policy Council; a
director of GranCare, Inc. (healthcare provider); formerly New York
State Comptroller and a trustee of the New York State and Local
Retirement Fund.
Russell S. Reynolds, Jr., Director; Age: 64
200 Park Avenue, New York, New York 10166
Founder and Chairman of Russell Reynolds Associates, Inc.
(executive recruiting); Chairman of Directorship, Inc. (consulting
and publishing); a director of XYAN, Inc. (printing), Professional
Staff Limited and American Scientific Resources, Inc.; a trustee of
Mystic Seaport Museum, International House, Greenwich Historical
Society and Greenwich Hospital.
Sidney M. Robbins, Director; Age: 84
50 Overlook Road, Assigning, New York 10562
Chase Manhattan Professor Emeritus of Financial Institutions,
Graduate School of Business, Columbia University; Visiting
Professor of Finance, University of Hawaii; Emeritus Founding
and a director of The Korethe Fund, Inc. (closed-end investment
company); a member of the Board of Advisors, Olympus Private
Placement Fund, L.P.; Professor Emeritus of Finance, Adelphi
University.
Donald W. Spiro, Vice Chairman and Director*; Age: 70
Chairman Emeritus and a director of the Manager; formerly Chairman
of the Manager and the Distributor.
_________________________
* A Director who is an "interested person" of the Company as
defined in the Investment Company Act.
Pauline Trigere, Director; Age: 83
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and
sale of women's fashions).
Clayton K. Yeutter, Director; Age: 65
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel to Hogan & Hartson (a law firm); a director of B.A.T.
Industries, Ltd. (tobacco and financial services), Caterpillar,
Inc. (machinery), ConAgra, Inc. (food and agricultural products),
Farmers Insurance Company (Insurance); FMC Corp. (chemicals and
machinery), IMC Global Inc. (chemicals and animal feed) and Texas
Instruments, Inc. (electronics); formerly (in descending
chronological order) Counselor to the President (Bush) for Domestic
Policy, Chairman of the Republican National Committee, Secretary of
the U.S. Department of Agriculture, and U.S. Trade Representative.
Andrew J. Donohue, Secretary; Age: 46
Executive Vice President and General Counsel of the Manager and the
Distributor; President and a director of Centennial; Executive Vice
President General Counsel and a director of HarbourView, SSI, SFSI
and Oppenheimer Partnership Holdings, Inc.; President and director
of Oppenheimer Real Asset Management, Inc.; General Counsel of OAC;
Executive Vice President, General Counsel and a director of
MultiSource Services, Inc. (a broker-dealer) an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor, prior to which
he was a partner in Kraft & McManimon (a law firm), an officer of
First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser),
and a director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.
Robert Doll, Jr., Vice President; Age: 42
Executive Vice President and a director of the Manager; Executive
Vice President of HarbourView; Vice President and a director of
OAC: an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age: 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Senior Vice President, Treasurer and Secretary of
SSI; Vice President, Treasurer and Secretary of SFSI; Treasurer of
OAC: Vice President and Treasurer of Oppenheimer Real Asset
Management Inc.; Chief Executive Officer, Treasurer and a director
of MultiSource Services, Inc. (a broker-dealer); an officer of
other Oppenheimer funds.
_________________________
* A Director who is an "interested person" of the Company as
defined in the Investment Company Act.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; and officer of other
Oppenheimer funds.
Robert Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously the Fund Controller for the
Manager, prior to which he was an Accountant for Yale & Seffinger,
P.C., an accounting firm, and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.
Scott Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously the Fund Controller for the
Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.
Remuneration of Trustees. The officers of the Fund are
affiliated with the Manager. They and the Directors of the Fund
who are affiliated with the Manager (Ms. Macaskill and Messrs.
Galli and Spiro) receive no salary or fee from the Fund. The
remaining Directors of the Fund received the compensation shown
below from the Fund, during its fiscal period from January 1, 1996
through October 31, 1996, and from all of the New York-based
Oppenheimer funds (including the Fund) for which they served as a
Trustee or Director. Compensation is paid for services in the
positions below their names.
<TABLE>
<CAPTION>
Retirement
Benefits Total Compensation
Aggregate Accrued as From All
Compensation Part of New York-based
Name and Position From the Fund(1)Fund Expenses Oppenheimer Funds2
<S> <C> <C> <C>
Leon Levy
Chairman and Trustee 0 $1,303 $141,000.00
Benjamin Lipstein
Study Committee
Chairman, Audit
Committee Member
and Trustee 0 $797 $86,200
Elizabeth Moynihan
Study Committee Member
and Trustee 0 $797 $86,200
Retirement
Benefits Total Compensation
Aggregate Accrued as From All
Compensation Part of New York-based
Name and Position From the Fund(1)Fund Expenses Oppenheimer Funds2
Kenneth A. Randall
Audit Committee
Chairman & Trustee 0 $724 $78,400.00
Edward V. Regan
Proxy Committee Chairman(2),
Audit Committee Member and
Trustee 0 $636 $68,800.00
Russell S. Reynolds, Jr.
Proxy Committee Member(2)
and Trustee 0 $481 $52,100.00
Sidney M. Robbins
Study Committee Advisory
Member, Audit Committee
Advisory Member and
Trustee 0 $1,128 $122,100.00
Pauline Trigere
Trustee 0 $481 $52,100.00
Clayton K. Yeutter
Proxy Committee Member(2)
and Trustee 0 $481 $52,100.00
</TABLE>
For the 1995 calendar year (prior to the inception of the Proxy
Committee) during which the New York-based Oppenheimer funds,
listed in the first paragraph of this section, included Oppenheimer
Mortgage Income and Oppenheimer Time Fund (which ceased operation
following the acquisition of their assets by certain other
Oppenheimer funds) but excluded Oppenheimer International Growth
Fund, which had not yet commenced operations.
(2)Committee position held during a portion of the shown. The Study
and Audit Committees meet for all of the New York-based Oppenheimer
funds and the fees are allocated among the funds by the Board.
The Company has adopted a retirement plan that provides for payment
to a retired Director of up to 80% of the average compensation paid
during the Director's five years of service in which the highest
compensation was received. A Director must serve in that capacity
for any of the New York-based Oppenheimer funds for at least 15
years to be eligible for the maximum payment. Because each
Director's retirement benefits will depend on the amount of the
Director's future compensation and length of service, the amount of
those benefits cannot be determined at this time, nor can the Fund
estimate the number of years of credited service that will be used
to determine those benefits.
Major Shareholders. As of November 22, 1996, no person owned
of record or was known by the Fund to own beneficially 5% or more
of the Fund's outstanding Class A, Class B or Class C shares
except: (i) Connecticut Mutual Life Insurance Company ("CML") and
its affiliates owned of record 2,003.386.167 Class A shares
(2,003,386.167% of the Class A shares then outstanding) of the
Fund, (ii) Mass Mutual Life Insurance Co., 1295 State St.,
Springfield MA 01111-0001, which owned of record for the benefit of
its clients, 1,946,278.264 Class A shares (20.84% of the Class A
shares outstanding as of such date), (iii) James W. Scott, FBO
James W. Scott, 225 Richlyn Dr., Adrian MI 49221-9295, which owned
of record 2,510.627 Class C shares (5.82% of the Class C shares
outstanding as of such date), (iv) French T. McCoy TR, Dayton Metal
Door, Inc. Profit Sharing Plan, 1717 Spaulding Rd., Dayton OH
45432-3727, which owned 5,238.345 Class C shares (12.15% of the
Class C shares outstanding as of such date), (v) NFSC FEBO-Ann &
Gregory Frost, 509 Wakashan Trail, Lima, Oh 45805, which owned
13,728.795 Class C shares (31.85% of the Class C shares outstanding
as of such date) and (vi) NFSC FEBO-Richard & Barbara Scherger,
1569 Fairway Dr., LIMA, OH 45805, which owned 2,410.582 Class C
shares (5.59% of the Class C shares outstanding as of such date).
CML is incorporated under the laws of the State of Connecticut.
CML and its affiliates are deemed to be controlling persons of the
Fund if they own more than 25% of the shares outstanding. As such,
the exercise by CML and its affiliates of their voting rights may
diminish the voting power of other shareholders. Effective March
1, 1996, Massachusetts Mutual Life Insurance Company, a
Massachusetts corporation, acquired CML's interests in the Funds.
The Manager, the Subadvisers and Their Affiliates. The Manager is
wholly-owned by Oppenheimer Acquisition Corporation ("OAC"), a
holding company controlled by Massachusetts Mutual Life Insurance
Company. OAC is also owned in part by certain of the Manager's
directors and officers, some of whom also serve as officers of the
Funds, and three of whom (Ms. Macaskill and Messrs. Galli and
Spiro) serve as Directors of the Funds.
The Manager and the Company have a Code of Ethics. It is
designed to detect and prevent improper personal trading by certain
employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Compliance
with the Code of Ethics is carefully monitored and strictly
enforced by the Manager.
The Investment Advisory Agreements. The Fund has entered into
an Investment Advisory Agreement with the Manager. The investment
advisory agreement between the Manager and the Fund requires the
Manager, at its expense, to provide the Fund with adequate office
space, facilities and equipment, and to provide and supervise the
activities of all administrative and clerical personnel required to
provide effective corporate administration for the Fund, including
the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for the
continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under an
advisory agreement or by the Distributor under a Distribution
Agreement (defined below) are paid by the Fund. The advisory
agreement lists examples of expenses to be paid by the Fund, the
major categories of which relate to interest, taxes, brokerage
commissions, fees to certain Directors, legal, and audit expenses,
custodian and transfer agent expenses, share issuance costs,
certain printing and registration costs and non-recurring expenses,
including litigation.
For the fiscal years ended December 31, 1994 and 1995 the
Management's fees paid to G.R. Phelps & Co., the Fund's Investment
Advisor, was $342,082 and $613,378 respectively. For the fiscal
period ended October 31, 1996 the fund paid $719,186, in management
fees, some of which was paid to G.R. Phelps & Co., investment
advisor, prior to March 18, 1996.
Under the advisory agreement, the Manager has undertaken that
if the total expenses of the Fund in any fiscal year should exceed
the most stringent state regulatory requirements on expense
limitations applicable to the Fund, the Manager's compensation
under the advisory agreement will be reduced by the amount of such
excess. For the purpose of such calculation, there shall be
excluded any expense borne directly or indirectly by the Fund which
is permitted to be excluded from the computation of such limitation
by such statute or state regulatory authority. At present, that
limitation is imposed by California, and limits expenses (with
specific exclusions) to 2.5% of the first $30 million of average
net assets, 2% of the next $70 million of average net assets and
1.5% of average net assets in excess of $100 million. Any
assumption of the Fund's expenses under this limitation would lower
the Fund's overall expense ratio and increase its total return
during any period in which expenses are limited.
The advisory agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under
the advisory agreement, the Manager is not liable for any loss
resulting from any good faith errors or omissions in connection
with any matters to which the Agreement relates. The advisory
agreement permits the Manager to act as investment adviser for any
other person, firm or corporation and to use the name "Oppenheimer"
in connection with its other investment activities. If the Manager
shall no longer act as investment adviser to the Fund, the right of
the Fund to use the name "Oppenheimer" as part of their corporate
names may be withdrawn.
The Distributor. Under its General Distributor's Agreement
with the Fund, the Distributor acts as the Fund's principal
underwriter in the continuous public offering of the Fund's shares,
but is not obligated to sell a specific number of shares. Expenses
normally attributable to sales (other than those paid under the
Distribution and Service Plans, but including advertising and the
cost of printing and mailing prospectuses other than those
furnished to existing shareholders), are borne by the Distributor.
During the Fund's fiscal years ended December 31, 1994 and 1995 and
the fiscal period ended October 31, 1996 the aggregate sales
charges on sales of the Fund's Class A shares were $513,544,
$559,650 and $534,988 respectively, of which the Distributor and an
affiliated broker-dealer retained $0, $0 and $341,543 in those
respective years. During the Fund's fiscal period ended October
31, 1996 the contingent deferred sales charges collected on the
Fund's Class B shares totalled $3,336. During the fiscal year ended
October 31, 1996, sales charges advanced to broker/dealers by the
Distributor on sales of the Fund's Class B shares totalled $149,781
of which $79,814 was paid to an affiliated broker/dealer. During
the Fund's fiscal years ended October 31, 1996 there were no
contingent deferred sales charges collected on the Fund's Class C
shares. During the fiscal period ended October 31, 1996, sales
charges advanced to broker/dealers by the Distributor on sales of
the Fund's Class C shares totalled $6,734 of which $4,696 was paid
to an affiliated broker/dealer. For additional information about
distribution of the Fund's shares and the expenses connected with
such activities, please refer to "Distribution and Service Plans,"
below.
For additional information about distribution of the Fund's
shares and the expenses connected with such activities, please
refer to "Distribution and Service Plans," below.
The Transfer Agent. OppenheimerFunds Services, the Fund's
transfer agent, is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for
shareholder servicing and administrative functions.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory Agreement. One of
the duties of the Manager under each advisory agreement is to
arrange the portfolio transactions for the Fund. The advisory
agreement contains provisions relating to the employment of broker-
dealers ("brokers") to effect the Fund's portfolio transactions.
In doing so, the Manager is authorized by the advisory agreement to
employ such broker-dealers, including "affiliated" brokers, as that
term is defined in the Investment Company Act, as may, in its best
judgment based on all relevant factors, implement the policy of the
Fund to obtain, at reasonable expense, the "best execution" (prompt
and reliable execution at the most favorable price obtainable) of
such transactions. The Manager need not seek competitive
commission bidding, but is expected to minimize the commissions
paid to the extent consistent with the interest and policies of the
Fund as established by the Board of Directors.
Under the advisory agreement, the Manager is authorized to
select brokers that provide brokerage and/or research services for
the Fund and/or the other accounts over which the Manager or its
affiliates have investment discretion. The commissions paid to
such brokers may be higher than another qualified broker would have
charged, if a good faith determination is made by the Manager and
the commission is fair and reasonable in relation to the services
provided. Subject to the foregoing considerations, the Manager may
also consider sales of shares of the Fund and other investment
companies managed by the Manager or its affiliates as a factor in
the selection of brokers for the Fund's portfolio transactions.
<PAGE>
Description of Brokerage Practices Followed by the Manager. Most
purchases made by the Fund are principal transactions at net
prices, and the Fund incur little or no brokerage costs. Subject to
the provisions of the advisory agreement, the procedures and rules
described above, allocations of brokerage are generally made by the
Manager's portfolio traders based upon recommendations from the
Manager's portfolio managers. In certain instances, portfolio
managers may directly place trades and allocate brokerage, also
subject to the provisions of the advisory agreement and the
procedures and rules described above. In either case, brokerage is
allocated under the supervision of the Manager's executive
officers. Transactions in securities other than those for which an
exchange is the primary market are generally done with principals
or market makers. Brokerage commissions are paid primarily for
effecting transactions in listed securities or for certain fixed
income agency transactions in the secondary market and otherwise
only if it appears likely that a better price or execution can be
obtained.
When the Fund engages in an option transaction, ordinarily the
same broker will be used for the purchase or sale of the option and
any transaction in the securities to which the option relates.
When possible, concurrent orders to purchase or sell the same
security by more than one of the accounts managed by the Manager
and its affiliates are combined. The transactions effected
pursuant to such combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually
placed for each account.
The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager
and its affiliates, and investment research received for the
commissions of those other accounts may be useful both to the Fund
and one or more of such other accounts. Such research, which may
be supplied by a third party at the instance of a broker, includes
information and analyses on particular companies and industries as
well as market or economic trends and portfolio strategy, receipt
of market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If
a research service also assists the Manager in a non-research
capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to
the Manager in the investment decision-making process may be paid
in commission dollars. The Board of Directors has permitted the
Manager to use concessions on fixed price offerings to obtain
research, in the same manner as is permitted for agency
transactions. The Board has also permitted the Manager to use
stated commissions on secondary fixed-income trades to obtain
research where the broker has represented to the Manager that (i)
the trade is not from the broker's own inventory, (ii) the trade
was executed by the broker on an agency basis at the stated
commission, and (iii) the trade is not a riskless principal
transaction.
The research services provided by brokers broadens the scope
and supplements the research activities of the Manager, by making
available additional views for consideration and comparisons, and
enabling the Manager to obtain market information for the valuation
of securities held in the Fund's portfolio or being considered for
purchase. The Board of Directors, including the "independent"
Directors of the Fund (those Directors of the Fund who are not
"interested persons" as defined in the Investment Company Act, and
who have no direct or indirect financial interest in the operation
of the advisory agreement or the Distribution Plan described below)
annually reviews information furnished by the Manager as to the
commissions paid to brokers furnishing such services so that the
Board may ascertain whether the amount of such commissions was
reasonably related to the value or benefit of such services.
Brokerage commissions for the 1994 and 1995 calendar years was
$249,665 and $233,480 respectively. During the Fund's fiscal
period ended October 31, 1996 total brokerage commissions paid by
the Fund was $173,513, $166,527 was paid to brokers as commission
in return for research services, the total aggregate dollar amount
of those transactions was $107,956,581.
Performance of the Fund
Yield and Total Return Information. From time to time, as set
forth in the Fund's Prospectus, the "standardized yield,"
"dividend yield," "average annual total return," "total return," or
"total return at net asset value", as the case may be, of an
investment in a class of the Fund may be advertised. An
explanation of how yields and total returns are calculated for each
class and the components of those calculations is set forth below.
The Fund's maximum sales charge rate on Class A shares was lower
prior to March 18, 1996, and actual investment performance would be
affected by that change.
The Fund's advertisement of its performance must, under
applicable rules of the SEC, include the average annual total
returns for each class of shares of the Fund for the 1, 5 and 10-
year periods (or the life of the class, if less) as of the most
recently ended calendar quarter prior to the publication of the
advertisement. This enables an investor to compare the Fund's
performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such
information as a basis for comparison with other investments. An
investment in the Fund is not insured; its yields and total returns
and share prices are not guaranteed and normally will fluctuate on
a daily basis. When redeemed, an investor's shares may be worth
more or less than their original cost. Yields and total returns
for any given past period are not a prediction or representation by
the Fund of future yields or rates of return on its shares. The
yields and total returns of Class A, Class B, Class C and Class Y
shares of the Fund, as the case may be, are affected by portfolio
quality, the type of investments the Fund holds and its operating
expenses allocated to a particular class.
Standardized Yields
Yield. The Fund's "yields" (referred to as "standardized
yield") for a given 30-day period for a class of shares are
calculated using the following formula set forth in rules adopted
by the SEC that apply to all funds that quote yields:
2 [( a-b + 1)6 - 1]
Standardized Yield = ( cd )
The symbols above represent the following factors:
a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of any expense
reimbursements).
c = the average daily number of shares of that class outstanding
during the 30-day period that were entitled to receive
dividends.
d = the maximum offering price per share of the class on the last
day of the period, using the current maximum sales charge rate
adjusted for undistributed net investment income.
The standardized yield of a class of shares for a 30-day
period may differ from its yield for any other period. The SEC
formula assumes that the standardized yield for a 30-day period
occurs at a constant rate for a six-month period and is annualized
at the end of the six-month period. This standardized yield is not
based on actual distributions paid by the Fund to shareholders in
the 30-day period, but is a hypothetical yield based upon the net
investment income from the Fund's portfolio investments calculated
for that period. The standardized yield may differ from the
"dividend yield" of that class, described below. Additionally,
because each class of shares is subject to different expenses, it
is likely that the standardized yields of the Fund's classes of
shares will differ.
Dividend Yield and Distribution Return. From time to time the
Fund may quote a "dividend yield" or a "distribution return" for
each class. Dividend yield is based on the dividends paid on
shares of a class from dividends derived from net investment income
during a stated period. Distribution return includes dividends
derived from net investment income and from realized capital gains
declared during a stated period. Under those calculations, the
dividends and/or distributions for that class declared during a
stated period of one year or less (for example, 30 days) are added
together, and the sum is divided by the maximum offering price per
share of that class) on the last day of the period. When the
result is annualized for a period of less than one year, the
"dividend yield" is calculated as follows:
Dividend Yield of the Class = Dividends of the Class
Max. Offering Price of the Class
(last day of period)
divided by Number of day (accrual period) x 365
The maximum offering price for Class A shares includes the
current maximum front-end sales charge. For Class B or Class C
shares, as the case may be, the maximum offering price is the net
asset value per share, without considering the effect of contingent
deferred sales charges. From time to time similar yield or
distribution return calculations may also be made using the Class
A net asset value (instead of its respective maximum offering
price) at the end of the period.
Total Return Information. As described in the Prospectus, from
time to time the "average annual total return," "cumulative total
return," "average annual total return," and "total return at net
asset value" of an investment in a class of shares of the Fund may
be advertised. An explanation of how these total returns are
calculated for each class and the components of those calculations
is set forth below.
The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include
the average annual total returns for each advertised class of
shares of the Fund for the 1,5, and 10-year periods (or the life of
the class, if less) ending as of the most recently-ended calendar
quarter prior to the publication of the advertisement. This enable
an investor to compare the Fund's performance to the performance of
other funds for the same periods. However, a number of factors
should be considered before using such information as a basis for
comparison with other investments. An investment in the Fund is
not insured; its returns and share prices are not guaranteed and
normally will fluctuate on a daily basis. When redeemed, an
investor's shares may be worth more or less than their original
cost. Returns for any given past period are not a prediction or
representation by the Fund of future returns. The returns of each
class of shares of the Fund are affected by portfolio quality, the
type of investments the Fund holds and its operating expenses
allocated to the particular class.
Average Annual Total Returns. The "average annual total
return" of each class of the Fund is an average annual compounded
rate of return for each year in a specified number of years. It is
the rate of return based on the change in value of a hypothetical
initial investment of $1,000 ("P" in the formula below) held for a
number of years ("n") to achieve an Ending Redeemable Value ("ERV")
of that investment according to the following formula:
(ERV)1/n - 1 = Average Annual Total Return
P
Cumulative Total Returns. The cumulative "total return"
calculation measures the change in value of a hypothetical
investment of $1,000 over an entire period of years. Its
calculation uses some of the same factors as average annual total
return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV-P = Total Return
P
The average annual total returns on an investment in Class A
shares of the Fund for the one, five and ten year periods ended
October 31, 1996 and for the period from September 16, 1985
(commencement of operations) to October 31, 1996 were 13.41%,
15.09%, 14.00%, and 14.77% respectively.
The average annual total return on Class B shares for the one-
year period ended October 31, 1996 and for the period October 2,
1995 (commencement of the public offering of the class) through
October 31, 1996 were 15.18% and 14.08%, respectively.
The average annual total return on Class C shares for the
period May 1, 1996 (commencement of the public offering of the
class) through October 31, 1996 was 4.35%. The "cumulative total
return" on Class A from September 16, 1985 to October 31, 1996 was
362.86%. The "cumulative total return on Class B for the period
from October 2, 1995 through October 31, 1996 was 15.30%. The
"cumulative total return" on Class C shares for the period from May
1, 1996 to October 31, 1996 was 4.35%.
In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% as a percentage of the offering
price, is deducted from the initial investment ("P"), unless the
return is shown at net asset value, as discussed below. For Class
B shares the payment of the current contingent deferred sales
charge (5.0% for the first year, 4.0% for the second year, 3.0% for
the third and fourth years, 2.0% in the fifth year, 1.0% in the
sixth year and none thereafter) is applied to the investment result
for the time period shown (unless the total return is shown at the
net asset value, as described below). For Class C shares, the
1.0% contingent deferred sales charge is applied to the investment
results for the one-year period (or less). Class Y shares are not
subject to a sales charge. Total returns also assume that all
dividends and capital gains distributions during the period are
reinvested to buy additional shares at net asset value per share,
and that the investment is redeemed at the end of the period.
Total returns also assume that all dividends and capital gains
distributions during the period are reinvested to buy additional
shares at net asset value per share, and that the investment is
redeemed at the end of the period.
Total Returns at Net Asset Value. From time to time the Fund
may also quote an "average annual total return at net asset value"
or a cumulative "total return at net asset value" for Class A,
Class B, Class C or Class Y shares, as the case may be. 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 average annual total returns at net asset value on the
Fund's Class A shares for the one, five and ten year periods ended
October 31, 1996 and from September 16, 1995 (commencement of
operations) to October 31, 1996 were 20.33%, 16.46%, 14.67% and
15.38%. The average annual total returns at net asset value for
the Fund's Class B shares for the one year period ended October 31,
1996 and for the period from October 2, 1996 (commencement of the
public offering of the class) through October 31, 1996 were 20.18%
and 17.74%. The average annual total returns at net asset value
for the Fund's Class C shares for the period May 1, 1996
(commencement of the public offering of the Class) through October
31, 1996 was 5.35%.
The "cumulative total returns at net asset value" of the
Fund's Class A shares for the period from inception to October 31,
1996 was 391.09%. For Class B shares, the "cumulative total
returns at net asset value for the period from inception through
October 31, 1996 was 19.30%. For Class C shares, the cumulative
total return at net asset value from inception to October 31, 1996
was 5.35%.
Other Performance Comparisons. From time to time the Fund may
also include in its advertisements and sales literature performance
information about the Fund or rankings of the Fund's performance
cited in newspapers or periodicals, such as The New York Times.
These articles may include quotations of performance from other
sources, such as Lapper Analytical Services, Inc. or Morningstar,
Inc.
From time to time, the Fund's Manager may publish rankings or
ratings of the Manager (or the Transfer Agent), by independent
third-parties, on the investor services provided by them to
shareholders of the Oppenheimer funds, other than the performance
rankings of the Oppenheimer funds themselves. These ratings or
rankings of shareholder/investor services by third parties may
compare the Oppenheimer funds services to those of other mutual
fund families selected by the rating or ranking services, and may
be based upon the opinions of the rating or ranking service itself,
using its own research or judgment, or based upon surveys of
investors, brokers, shareholders or others.
When comparing yield, total return and investment risk of an
investment in Class A, Class B, Class C or Class Y shares, as the
case may be, of the Fund with other investments, investors should
understand that certain other investments have different risk
characteristics than an investment in shares of the Fund. For
example, certificates of deposit may have fixed rates of return and
may be insured as to principal and interest by the FDIC, while the
Fund's returns will fluctuate and its share values and returns are
not guaranteed. U.S. Treasury securities are guaranteed as to
principal and interest by the full faith and credit of the U.S.
government.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A Shares and a
Distribution and Service Plan for Class B shares under Rule 12b-1
of the Investment Company Act. The Fund has adopted a Distribution
and Service Plan for Class C shares of such Fund under Rule 12b-1
of the Investment Company Act. Pursuant to such Plans, the Fund
will reimburse the Distributor for all or a portion of its costs
incurred in connection with the distribution and/or servicing of
the shares of that class, as described in the Prospectus. Each
Plan has been approved by a vote of (i) the Board of Directors of
the effected Funds, including a majority of the Independent
Directors, cast in person at a meeting called for the purpose of
voting on that Plan, and (ii) the holders of a "majority" (as
defined in the Investment Company Act) of the shares of each class.
For the Distribution and Service Plans for the Class C shares, the
votes were cast by the Manager as the then-sole initial holder of
Class C shares of the Fund.
In addition, under the Plans, the Manager and the Distributor,
in their sole discretion, from time to time may use their own
resources (which, in the case of the Manager, may include profits
from the advisory fee it receives from the Fund) to make payments
to brokers, dealers or other financial institutions (each is
referred to as a "Recipient" under the Plans) for distribution and
administrative services they perform at no cost to the Fund. The
Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of payments they make to Recipients from
their own resources.
Unless terminated as described below, each Plan continues in
effect from year to year but only as long as such continuance is
specifically approved at least annually by the Fund's Board of
Directors including its Independent Directors by a vote cast in
person at a meeting called for the purpose of voting on such
continuance. Each Plan may be terminated at any time by the vote
of a majority of the Independent Directors or by the vote of the
holders of a "majority" (as defined in the Investment Company Act)
of the outstanding shares of that class. No Plan may be amended to
increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund auto-
matically convert into Class A shares after six years, the Fund is
required to obtain the approval of Class B as well as Class A
shareholders for a proposed amendment to a Class A Plan that would
materially increase payments under the Class A Plan. Such approval
must be by a "majority" of the Class A and Class B shares (as
defined in the Investment Company Act), voting separately by class.
All material amendments must be approved by the Board and the
Independent Directors.
While the Plans are in effect, the Treasurer of the Funds
shall provide separate written reports to the Board of Directors at
least quarterly for its review, detailing the amount of all
payments made pursuant to each Plan, the purpose for which the
payments were made and the identity of each Recipient that received
any such payment and the purpose of the payments. The report for
the Class B Plan shall also include the Distributor's distribution
costs for that quarter, and such costs for previous fiscal periods
that are carried forward, as explained in the Prospectuses and
below. Those reports, including the allocations on which they are
based, will be subject to the review and approval of the
Independent Directors in the exercise of their fiduciary duty.
Each Plan further provides that while it is in effect, the
selection and nomination of those Directors who are not "interested
persons" of the Fund are committed to the discretion of the
Independent Directors. This does not prevent the involvement of
others in such selection and nomination if the final decision on
any such selection or nomination is approved by a majority of the
Independent Directors.
Under the Plans, no payment will be made to any Recipient in
any quarter if the aggregate net asset value of all shares of the
Fund held by the Recipient for itself and its customers did not
exceed a minimum amount, if any, that may be determined from time
to time by a majority of the Fund's Independent Directors.
Initially, the Board of Directors has set the fee at the maximum
rate and set no minimum amount. Any unreimbursed expenses incurred
by the Distributor with respect to Class A shares for any fiscal
quarter by the Distributor may not be recovered under the Class A
Plan in subsequent fiscal quarters. Payments received by the
Distributor under the Plan for Class A shares will not be used to
pay any interest expense, carrying charges, or other financial
costs, or allocation of overhead by the Distributor.
For the fiscal period ended October 31, 1996, payments under
this Class A Plan totaled $275,407, all of which $191,634 was paid
to an affiliate of the Distributor. Any unreimbursed expenses
incurred by the Distributor with respect to Class A shares for any
fiscal year may not be recovered in subsequent fiscal years.
Payments received by the Distributor under Class A Plan will not be
used to pay any interest expense, carrying charges, or other
financial costs, or allocation of overhead by the Distributor.
The Class B and Class C Plans allow the service fee payments
to be paid by the Distributor to Recipients in advance for the
first year Class B and Class C shares are outstanding, and
thereafter on a quarterly basis, as described in the Prospectuses.
The advance payment is based on the net asset value of the Class B
and Class C shares sold. An exchange of shares does not entitle
the Recipient to an advance payment of the service fee. In the
event Class B or Class C shares are redeemed during the first year
such shares are outstanding, the Recipient will be obligated to
repay a pro rata portion of the advance of the service fee payment
to the Distributor.
Payments made under the Class B plan for the fiscal year ended
October 31, 1996, total $24,189 of which $20,026 was retained by
the Distributor. Payments made under the Class C plan for the
fiscal year ended October 31, 1996, totaled $1,717, of which $1,623
was retained by the Distributor.
Although the Class B and the Class C Plans permit the
Distributor to retain both the asset-based sales charges and the
service fee, or to pay Recipients the service fee on a quarterly
basis, without payment in advance, the Distributor presently
intends to pay the service fee to Recipients in the manner
described above. A minimum holding period may be established from
time to time under the Class B Plan and the Class C Plan by the
Board. Initially, the Board has set no minimum holding period.
All payments under the Class B Plan and the Class C Plan are
subject to the limitations imposed by the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. The
Distributor anticipates that it will take a number of years for it
to recoup (from the Fund's payments to the Distributor under the
Class B or Class C Plan and from contingent deferred sales charges
collected on redeemed Class B or Class C shares) the sales
commissions paid to authorized brokers or dealers.
Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of
a front-end sales load and at the same time permit the Distributor
to compensate brokers and dealers in connection with the sale of
Class B and Class C shares of the Fund. The Class B and Class C
Plans provide for the Distributor to be compensated at a flat rate
whether the Distributor's distribution expenses are more than the
amounts paid by the Fund during that period. Such payments are
made in recognition that the Distributor (i) pays sales commissions
to authorized brokers and dealers at the time of sale, (ii) may
finance such commissions and/or the advance of the service fee
payment to Recipients under those Plans or provide such financing
from its own resources, or from an affiliate, (iii) employs
personnel to support distribution of shares, and (iv) costs of
sales literature, advertising and prospectuses (other than those
furnished to current shareholders) and state "blue sky"
registration fees and certain other distribution expenses.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C
Shares. The Fund offers three classes of shares, Class A, Class B
and Class C shares. The availability of multiple classes of shares
permits an investor to choose the method of purchasing shares that
is more beneficial to the investor depending on the amount of the
purchase, the length of time the investor expects to hold shares
and other relevant circumstances. Investors should understand that
the purpose and function of the deferred sales charge and asset-
based sales charge with respect to Class B and Class C shares are
the same as those of the initial sales charge with respect to Class
A shares. Any salesperson or other person entitled to receive
compensation for selling Fund shares may receive different
compensation with respect to one class of shares than the other.
The Distributor will not accept any order for $500,000 or $1
million or more of Class B or Class C shares, respectively, on
behalf of a single investor (not including dealer "street name" or
omnibus accounts) because generally it will be more advantageous
for that investor to purchase Class A shares of the Fund instead.
A fourth Class of Shares may be purchased only be certain
institutional investors at net asset value per shares ("Class Y
Shares").
The Fund's classes of shares each represent an interest in the
same portfolio investments of the Fund. However, each class has
different shareholder privileges and features. The net income
attributable to Class B and Class C shares and the dividends
payable on Class B and Class C shares will be reduced by
incremental expenses borne solely by that class, including the
asset-based sales charge to which Class B and Class C shares are
subject.
The conversion of Class B shares to Class A shares after six
years is subject to the continuing availability of a private letter
ruling from the Internal Revenue Service, or an opinion of counsel
or tax adviser, to the effect that the conversion of Class B shares
does not constitute a taxable event for the holder under Federal
income tax law. If such a revenue ruling or opinion is no longer
available, the automatic conversion feature may be suspended, in
which event no further conversions of Class B shares would occur
while such suspension remained in effect. Although Class B shares
could then be exchanged for Class A shares on the basis of relative
net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event
for the holder, and absent such exchange, Class B shares might
continue to be subject to the asset-based sales charge for longer
than six years.
The methodology for calculating the net asset value, dividends
and distributions of the Fund's Class A, Class B, Class C and Class
Y shares recognizes two types of expenses. General expenses that
do not pertain specifically to any class are allocated pro rata to
the shares of each class, based on the percentage of the net assets
of such class to the Fund's total net assets, and then equally to
each outstanding share within a given class. Such general expenses
include (i) management fees, (ii) legal, bookkeeping and audit
fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other
materials for current shareholders, (iv) fees to unaffiliated
Directors, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and
brokerage commissions, and (ix) non-recurring expenses, such as
litigation costs. Other expenses that are directly attributable to
a class are allocated equally to each outstanding share within that
class. Such expenses include (i) Distribution and/or Service Plan
fees, (ii) incremental transfer and shareholder servicing agent
fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a
specific class rather than to the Fund as a whole.
Determination of Net Asset Values Per Share. The net asset
values per share of Class A, Class B, Class C and Class Y shares of
the Fund are determined as of the close of business of The New York
Stock Exchange on each day the Exchange is open by dividing the
value of the Fund's net assets attributable to that class by the
number of shares of that class outstanding. The Exchange normally
closes at 4:00 P.M., New York time, but may close earlier on some
days (for example, in case of weather emergencies or on days
falling before a holiday). The Exchange's most recent annual
holiday schedule (which is subject to change) states that it will
close New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day; it
may close on other days. Trading may occur at times when the
Exchange is closed (including weekends and holidays or after 4:00
P.M., on a regular business day). Because the net asset values of
the Fund will not be calculated at such times, if securities held
in the Fund's portfolio are traded at such time, the net asset
values per share of Class A, Class B, Class C and Class Y shares of
the Fund may be significantly affected on such days when
shareholders do not have the ability to purchase or redeem shares.
The Fund's Board of Directors has established procedures for
the valuation of the Fund's securities, generally as follows: (i)
equity securities traded on a U.S. securities exchange or on NASDAQ
for which last sale information is regularly reported are valued at
the last reported sale price on their primary exchange or NASDAQ
that day (or, in the absence of sales that day, at values based on
the last sale prices of the preceding trading day or closing "bid"
prices that day); (ii) securities traded on a foreign securities
exchange are valued generally at the last sales price available to
the pricing service approved by the Fund's Board of Directors or to
the Manager as reported by the principal exchange on which the
security is traded at its last trading session on or immediately
preceding the valuation date; or at the mean between "bid" and
"ask" prices obtained from the principal exchange or two active
market makers in the security on the basis of reasonable inquiry;
(iii) long-term debt securities having a remaining maturity in
excess of 60 days are valued based on the mean between the "bid"
and "ask" prices determined by a portfolio pricing service approved
by the Fund's Board of Directors or obtained by the Manager from
two active market makers in the security on the basis of reasonable
inquiry; (iv) debt instruments having a maturity of more than 397
days when issued, and non-money market type instruments having a
maturity of 397 days or less when issued, which have a remaining
maturity of 60 days or less are valued at the mean between "bid"
and "ask" prices determined by a pricing service approved by the
Fund's Board of Directors or obtained by the Manager from two
active market makers in the security on the basis of reasonable
inquiry; (v) money market debt securities that had a maturity of
less than 397 days when issued that have a remaining maturity of 60
days or less are valued at cost, adjusted for amortization of
premiums and accretion of discounts; and (vi) 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 (see (ii), (iii) and (iv) above), the
security may be priced at the mean between the "bid" and "ask"
prices provided by a single active market maker (which in certain
cases may be the "bid" price if no "ask" price is available).
In the case of U.S. Government Securities and mortgage-backed
securities, where last sale information is not generally available,
such pricing procedures may include "matrix" comparisons to the
prices for comparable instruments on the basis of quality, yield,
maturity, and other special factors involved. The Manager may use
pricing services approved by the Board of Directors to price U.S.
Government Securities for which last sale information is not
generally available. The Manager will monitor the accuracy of such
pricing services which may include comparing prices used for
portfolio evaluation to actual sales prices of selected securities.
Trading in securities on European and Asian exchanges and
over-the-counter markets is normally completed before the close of
the New York Stock Exchange. Events affecting the values of
foreign securities traded in securities markets that occur between
the time their prices are determined and the close of the New York
Stock Exchange will not be reflected in the Fund's calculation of
net asset value unless the Board of Directors or the Manager, under
procedures established by the Board of Directors, determines that
the particular event is likely to effect a material change in the
value of such security. Foreign currency, including forward
contracts, will be valued at the closing price in the London
foreign exchange market that day as provided by a reliable bank,
dealer or pricing service. The values of securities denominated in
foreign currency will be converted to U.S. dollars at the closing
price in the London foreign exchange market that day as provided by
a reliable bank, dealer or pricing service.
Puts, calls and Futures are valued at the last sales 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 Directors or by the Manager. If there were no sales that
day, value shall be the last sale price on the preceding trading
day if it is within the spread of the closing "bid" and "ask"
prices on the principal exchange or on NASDAQ on the valuation
date, or, if not, 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 at the mean between "bid" and "ask" prices obtained
by the Manager from two active market makes (which in certain cases
may be "bid" price if "ask" price is not 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, and an equivalent credit is included in
the liability section. The credit is adjusted ("marked-to market")
to reflect the current market value of the call or put. 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.
AccountLink. When shares are purchased through AccountLink, each
purchase must be at least $25.00. Shares will be purchased on the
regular business day the Distributor is instructed to initiate the
Automated Clearing House transfer to buy the shares. Dividends
will begin to accrue on shares purchased by the proceeds of ACH
transfers on the business day the Fund receives Federal Funds for
such purchase through the ACH system before the close of The New
York Stock Exchange. The Exchange normally closes at 4:00 P.M.,
but may close earlier on certain days. If the Federal Funds are
received on a business day after the close of the Exchange, the
shares will be purchased and dividends will begin to accrue on the
next regular business day. The proceeds of ACH transfers are
normally received by the Fund three days after the transfers are
initiated. The Distributor and the Fund are not responsible for
any delays in purchasing shares resulting from delays in ACH
transmissions.
Reduced Sales Charges. A reduced sales charge rate may be obtained
for Class A shares under Right of Accumulation and Letters of
Intent because of the economies of sales efforts and reduction in
expenses realized by the Distributor, dealers and brokers making
such sales. No sales charge is imposed in certain other
circumstances described in the Fund's Prospectus because the
Distributor or broker-dealer incurs little or no selling expenses.
The term "immediate family" refers to one's spouse, children,
grandchildren, grandparents, parents, parents-in-law, siblings,
sons- and daughters-in-law, aunts, uncles, nieces and nephews, a
sibling's spouse and a spouse's siblings.
The Oppenheimer Funds. The Oppenheimer funds are those
mutual funds for which the Distributor acts as the distributor or
the sub-distributor and include the following:
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer California Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer Enterprise Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Bond Fund Series - Oppenheimer Bond Fund for Growth
Rochester Portfolio Series - Limited-Term New York Municipal
Fund*
Rochester Fund Municipals*
Oppenheimer Disciplined Value Fund
Oppenheimer Allocation Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer Developing Markets Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
________________________-
* Shares of the Fund are not presently exchangeable for shares of
this fund.
There is an initial sales charge on the purchase of Class A
shares of each of the Oppenheimer funds except Money Market Funds
(under certain circumstances described herein, redemption proceeds
of Money Market Fund shares may be subject to a CDSC).
Letters of Intent. A Letter of Intent (referred to as a
"Letter") is an investor's statement in writing to the Distributor
of the intention to purchase Class A shares of the Fund (and Class
A and Class B shares of other Oppenheimer funds) during a 13-month
period (the "Letter of Intent period"), which may, at the
investor's request, include purchases made up to 90 days prior to
the date of the Letter. The Letter states the investor's intention
to make the aggregate amount of purchases of shares which, when
added to the investor's holdings of shares of those funds, will
equal or exceed the amount specified in the Letter. Purchases made
by reinvestment of dividends or distributions of capital gains and
purchases made at net asset value without sales charge do not count
toward satisfying the amount of the Letter. A Letter enables an
investor to count the Class A and Class B shares purchased under
the Letter to obtain the reduced sales charge rate on purchases of
Class A shares of the Fund (and other Oppenheimer funds) that
applies under the Right of Accumulation to current purchases of
Class A shares. Each purchase of Class A shares under the Letter
will be made at the public offering price (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, but if the investor's purchases of shares within
the Letter of Intent period, when added to the value (at offering
price) of the investor's holdings of shares on the last day of that
period, do not equal or exceed the intended purchase amount, the
investor agrees to pay the additional amount of sales charge
applicable to such purchases, as set forth in "Terms of Escrow,"
below (as those terms may be amended from time to time). The
investor agrees that shares equal in value to 5% of the intended
purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be
bound by the terms of the Fund's Prospectus, this Statement of
Additional Information and the Application used for such Letter of
Intent, and if such terms are amended, as they may be from time to
time by the Fund, that those amendments will apply automatically to
existing Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer
funds by OppenheimerFunds prototype 401(k) plans under a Letter of
Intent, the Transfer Agent will not hold shares in escrow. If the
intended purchase amount under the Letter entered into by an
OppenheimerFunds prototype 401(k) plan is not purchased by the plan
by the end of the Letter of Intent period, there will be no
adjustment of commissions paid to the broker-dealer or financial
institution of record for accounts held in the name of that plan.
If the total eligible purchases made during the Letter of
Intent period do not equal or exceed the intended purchase amount,
the commissions previously paid to the dealer of record for the
account and the amount of sales charge retained by the Distributor
will be adjusted to the rates applicable to actual total purchases.
If total eligible purchases during the Letter of Intent period
exceed the intended amount and exceed the amount needed to qualify
for the next sales charge rate reduction set forth in the
applicable prospectus, the sales charges paid will be adjusted to
the lower rate, but only if and when the dealer returns to the
Distributor the excess of the amount of commissions allowed or paid
to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the
investor's account at the net asset value per share in effect on
the date of such purchase, promptly after the Distributor's receipt
thereof.
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 to 5% of the intended purchase amount specified in the Letter
shall be held in escrow by the Transfer Agent. For example, if the
intended purchase amount is $50,000, the escrow shall be shares
valued in the amount of $2,500 (computed at the public offering
price adjusted for a $50,000 purchase). Any dividends and capital
gains distributions on the escrowed shares will be credited to the
investor's account.
2. If the total minimum investment specified under the
Letter is completed within the thirteen-month Letter of Intent
period, the escrowed shares will be promptly released to the
investor.
3. If, at the end of the thirteen-month Letter of Intent
period the total purchases pursuant to the Letter are less than the
intended amount specified in the Letter, the investor must remit to
the Distributor an amount equal to the difference between the
dollar amount of sales charges actually paid and the amount of
sales charges which would have been paid if the total amount
purchased had been made at a single time. Such sales charge
adjustment will apply to any shares redeemed prior to the
completion of the Letter. If such difference in sales charges is
not paid within twenty days after a request from the Distributor or
the dealer, the Distributor will, within sixty days of the
expiration of the Letter, redeem the number of escrowed shares
necessary to realize such difference in sales charges. Full and
fractional shares remaining after such redemption will be released
from escrow. If a request is received to redeem escrowed shares
prior to the payment of such additional sales charge, the sales
charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably
constitutes and appoints the Transfer Agent as attorney-in-fact to
surrender for redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter)
include (a) Class A shares sold with a front-end sales charge or
subject to a Class A contingent deferred sales charge, (b) Class B
shares of other Oppenheimer funds acquired subject to a contingent
deferred sales charge, and (c) Class A shares or Class B shares
acquired in exchange for either (i) Class A shares of one of the
other Oppenheimer funds that were acquired subject to a Class A
initial or contingent deferred sales charge or (ii) Class B shares
of one of the other Oppenheimer funds that were acquired subject to
a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be
exchanged for shares of another fund to which an exchange is
requested, as described in the section of the Prospectuses entitled
"How to Exchange Shares," and the escrow will be transferred to
that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a
bank account, a check (minimum $25) for the initial purchase must
accompany the application. Shares purchased by Asset Builder Plan
payments from bank accounts are subject to the redemption
restrictions for recent purchases described in "How To Sell
Shares," in the Prospectuses. Asset Builder Plans also enable
shareholders of Oppenheimer Cash Reserves to use those accounts for
monthly automatic purchases of shares of up to four other
Oppenheimer funds.
There is a front-end sales charge on the purchase of Class A
shares of certain OppenheimerFunds, or a contingent deferred sales
charge may apply to shares purchased by Asset Builder payments. An
application should be obtained from the Transfer Agent, completed
and returned, and a prospectus of the selected fund(s) should be
obtained from the Distributor or your financial advisor before
initiating Asset Builder payments. The amount of the Asset Builder
investment may be changed or the automatic investments may be
terminated at any time by writing to the Transfer Agent. A
reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them.
The Fund reserves the right to amend, suspend, or discontinue
offering such plans at any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders
for the Fund's shares (for example, when a purchase check is
returned to the Fund unpaid) causes a loss to be incurred when the
net asset value of the Fund's shares on the cancellation date is
less than on the purchase date. That loss is equal to the amount
of the decline in the net asset value per share multiplied by the
number of shares in the purchase order. The investor is
responsible for that loss. If the investor fails to compensate the
Fund for the loss, the Distributor will do so. The Fund may
reimburse the Distributor for that amount by redeeming shares from
any account registered in that investor's name, or the Fund or the
Distributor may seek other redress.
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectuses. The information below supplements the terms and
conditions for redemptions set forth in the Prospectus.
Involuntary Redemptions. The Fund's Board of Directors has
the right to cause the involuntary redemption of the shares held in
any account if the number of shares is less than 1,000. Should the
Board elect to exercise this right, it may also fix, in accordance
with the Investment Company Act, the requirements for any notice to
be given to the shareholders in question (not less than 30 days),
or the Board may set requirements for granting permission to the
shareholder to increase the investment, and set other terms and
conditions so that the shares would not be involuntarily redeemed.
Selling Shares by Wire. The wire of redemption proceeds may
be delayed if the Fund's Custodian bank is not open for business on
a day when the Fund would normally authorize the wire to be made,
which is usually the Fund's next regular business day following the
redemption. In those circumstances, the wire will not be
transmitted until the next bank business day on which the Fund is
open for business. No dividends will be paid on the proceeds of
redeemed shares awaiting transfer by wire.
Payments "In Kind". The Fund's Prospectus states that payment
for shares tendered for redemption is ordinarily made in cash.
However, if the Board of Directors of the Fund determines 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, the Fund may pay the redemption proceeds
in whole or in part by a distribution "in kind" of securities from
the portfolio of the Fund, in lieu of cash, in conformity with
applicable rules of the SEC. The Fund has elected to be governed
by Rule 18f-1 under the Investment Company Act, pursuant to which
the Fund is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of the net assets of the Fund during any
90-day period for any one shareholder. If shares are redeemed in
kind, the redeeming shareholder might incur brokerage or other
costs in selling the securities for cash. The method of valuing
securities used to make redemptions in kind will be the same as the
method the Fund uses to value its portfolio securities described
above under "Determination of Net Asset Values Per Share" and such
valuation will be made as of the time the redemption price is
determined.
Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of
(i) Class A shares purchased subject to an initial sales charge, or
(ii) Class A or Class B shares on which the shareholder paid a
contingent deferred sales charge when redeemed. This privilege
does not apply to Class C shares.
Transfers of Shares. Shares are not subject to the payment of
a contingent deferred sales charge of either class at the time of
transfer to the name of another person or entity (whether the
transfer occurs by absolute assignment, gift or bequest, not
involving, directly or indirectly, a public sale). The transferred
shares will remain subject to the contingent deferred sales charge,
calculated as if the transferee shareholder had acquired the
transferred shares in the same manner and at the same time as the
transferring shareholder. If less than all shares held in an
account are transferred, and some but not all shares in the account
would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Fund's
Prospectus under "How to Buy Shares" for the imposition of the
Class B and Class C contingent deferred sales charge will be
followed in determining the order in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions
from OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans,
401(k) plans or pension or profit-sharing plans should be addressed
to "Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer
Agent at its address listed in "How To Sell Shares" in the Fund's
Prospectus or on the back cover of this Statement of Additional
Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if
the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption
requirements. Participants (other than self-employed persons
maintaining a plan account in their own name) in OppenheimerFunds-
sponsored prototype pension or profit-sharing or 401(k) plans may
not directly redeem or exchange shares held for their account under
those plans. The employer or plan administrator must sign the
request. Distributions from pension and profit sharing plans are
subject to special requirements under the Internal Revenue Code and
certain documents (available from the Transfer Agent) must be
completed before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the
Internal Revenue Code, and IRS Form W-4P (available from the
Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless
the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that
tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Fund, the Manager, the
Distributor, the Trustee and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the
conditions of applicable tax laws and will not be responsible for
any tax penalties assessed in connection with a distribution.
Special Arrangements for Repurchase of Shares from Dealers and
Brokers. The Distributor is the Fund's agent to repurchase their
shares from authorized dealers or brokers. The repurchase price
per share will be the net asset value next computed after the
Distributor receives the order placed by the dealer or broker,
except that if the Distributor receives a repurchase order from a
dealer or broker after the close of The New York Stock Exchange on
a regular business day, it will be processed at that day's net
asset value if the order was received by the dealer or broker from
its customer prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close
of business that day (normally 5:00 P.M.). Ordinarily, for
accounts redeemed by a broker-dealer under this procedure, payment
will be made within three business days after the shares have been
redeemed upon the Distributor's receipt of the required redemption
documents in proper form, with the signature(s) of the registered
owners guaranteed on the redemption document as described in the
Prospectuses.
Automatic Withdrawal and Exchange Plans. Investors owning shares
of the Fund valued at $5,000 or more can authorize the Transfer
Agent to redeem shares (minimum $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic
Withdrawal Plan. Shares will be redeemed three business days prior
to the date requested by the shareholder for receipt of the
payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable
to all shareholders of record and sent to the address of record for
the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on
this basis. Payments are normally made by check, but shareholders
having AccountLink privileges (see "How To Buy Shares") may arrange
to have Automatic Withdrawal Plan payments transferred to the bank
account designated on the OppenheimerFunds New Account Application
or signature-guaranteed instructions. The Fund cannot guarantee
receipt of the payment on the date requested and reserves the right
to amend, suspend or discontinue offering such plans at any time
without prior notice. Because of the sales charge assessed on
Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an
Automatic Withdrawal Plan. Class B and Class C shareholders should
not establish withdrawal plans, because of the imposition of the
Class B and Class C contingent deferred sales charges on such
withdrawals (except where the Class B and Class C contingent
deferred sales charge is waived as described in the Prospectuses
under "Class B Contingent Deferred Sales Charge" or in "Class C
Contingent Deferred Sales Charge").
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such
plans, as stated below and in the provisions of the
OppenheimerFunds Application relating to such Plans, as well as the
Prospectuses. These provisions may be amended from time to time by
the Fund and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.
Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of
shares of the Fund for shares (of the same class) of other
Oppenheimer funds automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Exchange Plan. The
minimum amount that may be exchanged to each other fund account is
$25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a
sales charge will be redeemed first and thereafter shares acquired
with reinvested dividends and capital gains distributions will be
redeemed next, followed by shares acquired with a sales charge, to
the extent necessary to make withdrawal payments. Depending upon
the amount withdrawn, the investor's principal may be depleted.
Payments made under withdrawal plans should not be considered as a
yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the
"Planholder") who executed the Plan authorization and application
submitted to the Transfer Agent. The Transfer Agent and the Fund
shall incur no liability to the Planholder for any action taken or
omitted by the Transfer Agent and the Fund in good faith to
administer the Plan. Certificates will not be issued for shares of
the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder
on the records of such Fund. Any share certificates held by a
Planholder may be surrendered unendorsed to the Transfer Agent with
the Plan application so that the shares represented by the
certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans,
distributions of capital gains must be reinvested in shares of the
Fund, which will be done at net asset value without a sales charge.
Dividends on shares held in the account may be paid in cash or
reinvested.
Redemptions of shares needed to make withdrawal payments will
be made at the net asset value per share determined on the
redemption date. Checks or AccountLink payments of the proceeds of
Plan withdrawals will normally be transmitted three business days
prior to the date selected for receipt of the payment (receipt of
payment on the date selected cannot be guaranteed), according to
the choice specified in writing by the Planholder.
The amount and the interval of disbursement payments and the
address to which checks are to be mailed or AccountLink payments
are to be sent may be changed at any time by the Planholder by
writing to the Transfer Agent. The Planholder should allow at
least two weeks' time in mailing such notification for the
requested change to be put in effect. The Planholder may, at any
time, instruct the Transfer Agent by written notice (in proper form
in accordance with the requirements of the then-current Prospectus
of the Fund) to redeem all, or any part of, the shares held under
the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will
mail a check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by
writing to the Transfer Agent. A Plan may also be terminated at
any time by the Transfer Agent upon receiving directions to that
effect from the Fund. The Transfer Agent will also terminate a
Plan upon receipt of evidence satisfactory to it of the death or
legal incapacity of the Planholder. Upon termination of a Plan by
the Transfer Agent or the Fund, shares that have not been redeemed
from the account will be held in uncertificated form in the name of
the Planholder, and the account will continue as a dividend-
reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her
executor or guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt,
the Planholder may request issuance of a portion of the shares in
certificated form. Upon written request from the Planholder, the
Transfer Agent will determine the number of shares for which a
certificate may be issued without causing the withdrawal checks to
stop because of exhaustion of uncertificated shares needed to
continue payments. However, should such uncertificated shares
become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the
Fund, the Planholder will be deemed to have appointed any successor
transfer agent to act as agent in administering the Plan.
How to Exchange Shares. As stated in the Prospectuses, shares of
a particular class of OppenheimerFunds having more than one class
of shares may be exchanged only for shares of the same class of
other OppenheimerFunds. Shares of the OppenheimerFunds that have
a single class without a class designation are deemed "Class A"
shares for this purpose. All of the Oppenheimer funds offer Class
A, B and C shares except Oppenheimer Money Market Fund, Inc.,
Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial California Tax
Exempt Trust, Centennial America Fund, L.P. and Daily Cash
Accumulation Fund Inc., which only offer Class A shares and
Oppenheimer Main Street California Tax Exempt Fund, which only
offers Class A and Class B shares. Class B and Class C shares of
Oppenheimer Cash reserves are generally available only by exchange
from the same class of shares of other Oppenheimer funds or
available for direct purchases through OppenheimerFunds sponsored
401(k) plans.
Class A shares of Oppenheimer funds may be exchanged at net
asset value for shares of any Money Market Fund. Shares of any
Money Market Fund purchased without a sales charge may be exchanged
for shares of Oppenheimer funds offered with a sales charge upon
payment of the sales charge (or, if applicable, may be used to
purchase shares of Oppenheimer funds subject to a contingent
deferred sales charge).
Shares of the Fund acquired by reinvestment of dividends or
distributions from any other of the 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.
No contingent deferred sales charge is imposed on exchanges of
shares of either class purchased subject to a contingent deferred
sales charge. However, shares of Oppenheimer Money Market Fund,
Inc. purchased with the redemption proceeds of shares of other
mutual funds (other than funds managed by the Manager or its
subsidiaries) redeemed within the 12 months prior to that purchase
may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales
charge, whichever is applicable. To qualify for that privilege,
the investor or the investor's dealer must notify the Distributor
of eligibility for this privilege at the time the shares of
Oppenheimer Money Market Fund, Inc. are purchased, and, if
requested, must supply proof of entitlement to this privilege. The
Class C contingent deferred sales charge is imposed on Class C
shares acquired by exchange if they are redeemed within 12 months
of the initial purchase of the exchanged Class C shares.
When Class B or Class C shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the
Prospectuses for the imposition of the Class B and Class C
contingent deferred sales charge will be followed in determining
the order in which the shares are exchanged. Shareholders should
take into account the effect of any exchange on the applicability
and rate of any contingent deferred sales charge that might be
imposed in the subsequent redemption of remaining shares.
Shareholders owning shares of more than one class must specify
whether they intend to exchange Class A, Class B or Class C shares.
The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of 10 or
more accounts. The Fund may accept requests for exchanges of up to
50 accounts per day from representatives of authorized dealers that
qualify for this privilege. In connection with any exchange
request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include
shares subject to a restriction cited in the Fund's Prospectus or
this Statement of Additional Information or would include shares
covered by a share certificate that is not tendered with the
request. In those cases, only the shares available for exchange
without restriction will be exchanged.
When exchanging shares by telephone, the shareholder must
either have an existing account in, or obtain acknowledge receipt
of a prospectus of, the fund to which the exchange is to be made.
For full or partial exchanges of an account made by telephone, any
special account features such as Asset Builder Plans, Automatic
Withdrawal Plans and retirement plan contributions will be switched
to the new account unless the Transfer Agent is instructed
otherwise. If all telephone lines are busy (which might occur, for
example, during periods of substantial market fluctuations),
shareholders might not be able to request exchanges by telephone
and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business
day the Transfer Agent receives an exchange request in proper form
(the "Redemption Date"). Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases
may be delayed by either fund up to five business days if it
determines that it would be disadvantaged by an immediate transfer
of the redemption proceeds. The Fund reserves the right, in its
discretion, to refuse any exchange request that may disadvantage it
(for example, if the receipt of multiple exchange requests from a
dealer might require the disposition of portfolio securities at a
time or at a price that might be disadvantageous to the Fund).
The different Oppenheimer funds available for exchange have
different investment objectives, policies and risks, and a
shareholder should assure that the funds selected are appropriate
for his or her investment and should be aware of the tax
consequences of an exchange. For federal income tax purposes, an
exchange transaction is treated as a redemption of shares of one
fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and
the Transfer Agent are unable to provide investment, tax or legal
advice to a shareholder in connection with an exchange request or
any other investment transaction.
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on shares
held of record at the time of the previous determination of net
asset value, or as otherwise described in "How to Buy Shares."
Daily dividends on newly purchased shares will not be declared or
paid until such time as Federal Funds (funds credited to a member
bank's account at the Federal Reserve Bank) are available from the
purchase payment for such shares. Normally, purchase checks
received from investors are converted to Federal Funds on the next
business day. Dividends will be declared on shares repurchased by
a dealer or broker for three business days following the trade date
(i.e., to and including the day prior to settlement of the
repurchase). If all shares in an account are redeemed, all
dividends accrued on shares of the same class in the account will
be paid together with the redemption proceeds.
Dividends, distributions and the proceeds of the redemption of
Fund shares represented by checks returned to the Transfer Agent by
the Postal Service as undeliverable will be invested in shares of
Oppenheimer Money Market Fund, Inc., as promptly as possible after
the return of such checks to the Transfer Agent, to enable the
investor to earn a return on otherwise idle funds.
The amount of a class's distributions may vary from time to
time depending on market conditions, the composition of the Fund's
portfolio, and expenses borne by the Fund or borne separately by a
class, as described in "Alternative Sales Arrangements -- Class A,
Class B and Class C shares" above. Dividends are calculated in the
same manner, at the same time and on the same day for shares of
each class. However, dividends on Class B and Class C shares are
expected to be lower than dividends on Class A shares as a result
of the asset-based sales charges on Class B and Class C shares, and
will also differ in amount as a consequence of any difference in
net asset value between the classes.
If prior distributions must be re-characterized at the end of
the fiscal year as a result of the effect of the Fund's investment
policies, shareholders may have a non-taxable return of capital,
which will be identified in notices to shareholders. There is no
fixed dividend rate and there can be no assurance as to the payment
of any dividends or the realization of any capital gains.
If the Fund qualifies as a "regulated investment company"
under the Internal Revenue Code, they will not be liable for
Federal income taxes on amounts paid by them as dividends and
distributions. The Fund qualified as a regulated investment
company in its last fiscal year and intends to qualify in future
years, but reserves the right not to qualify. The Internal Revenue
Code contains a number of complex tests to determine whether the
Fund will qualify, and the Fund might not meet those tests in a
particular year. For example, if the Fund derives 30% or more of
its gross income from the sale of securities held less than three
months, it may fail to qualify (see "Tax Aspects of Covered Calls
and Hedging Instruments," above). If it does not qualify, the Fund
will be treated for tax purposes as an ordinary corporation and
will receive no tax deduction for payments of dividends and
distributions made to shareholders.
Under the Internal Revenue Code, by December 31 each year the
Fund must distribute 98% of its taxable investment income earned
from January 1 through December 31 of that year and 98% of its
capital gains realized in the period from November 1 of the prior
year through October 31 of the current year, or else the Fund must
pay an excise tax on the amounts not distributed. While it is
presently anticipated that the Fund will meet those requirements,
the Fund's Board and the Manager might determine in a particular
year that it would be in the best interest of shareholders for the
Fund not to make such distributions at the required levels and to
pay the excise tax on the undistributed amounts. That would reduce
the amount of income or capital gains available for distribution to
shareholders.
Dividend Reinvestment in Another Fund. Shareholders of the Fund
may elect to reinvest all dividends and/or capital gains
distributions in shares of the same class of any of the other
Oppenheimer funds listed in "Reduced Sales Charges" above, at net
asset value without sales charge. To elect this option, the
shareholder must notify the Transfer Agent in writing and either
have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the
Transfer Agent to establish an account. The investment will be
made at net asset value per share in effect at the close of
business on the payable date of the dividend or distribution.
Dividends and/or distributions from certain of the Oppenheimer
funds may be invested in shares of the Fund on the same basis.
Additional Information About The Fund
The Custodian. State Street Bank and Trust Company is the
Custodian of the Fund's assets. The Custodian's responsibilities
include safeguarding and controlling the Fund's portfolio
securities, collecting income on the portfolio securities and
handling the delivery of such securities to and from the Fund.
Independent Auditors. The independent auditors of the Fund
audit the Fund's financial statements and perform other related
audit services. They also act as auditors for certain other funds
advised by the Manager and its affiliates.
<PAGE>
Independent Auditors' Report
=====================================================================
===========
The Board of Directors and Shareholders of Oppenheimer Disciplined Value Fund:
We have audited the accompanying statements of investments and assets and
liabilities of Oppenheimer Disciplined Value Fund (formerly Connecticut Mutual
Growth Account) as of October 31, 1996, and the related statement of operations,
the statement of changes in net assets and the financial highlights for the ten
month period then ended. 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. The statement of changes in net assets for the year ended December 31,
1995 and the financial highlights for the five years ended December 31, 1995
were audited by other auditors whose report dated February 9, 1996 expressed an
unqualified opinion on this information.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial 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 October 31, 1996 by
correspondence with the custodian and brokers; and where confirmations 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 Disciplined Value Fund as of October 31, 1996, and the results of
its operations, the changes in its net assets, and the financial highlights for
the ten month period ended October 31, 1996, in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
November 21, 1996
<PAGE>
<TABLE>
<CAPTION>
=========================================
STATEMENT OF INVESTMENTS October 31, 1996
FACE MARKET VALUE
AMOUNT SEE NOTE 1
=====================================================================
=============================================================
U.S. GOVERNMENT OBLIGATIONS - 13.8%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
<S> <C> <C> <C> <C>
Federal Home Loan Bank Consolidated Disc. Nts., 5.50%, 11/1/96 $18,800,000
$ 18,800,000
- -----------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.18%, 11/18/96 7,000,000
6,982,877
-------------
Total U.S. Government Obligations (Cost $25,782,877)
25,782,877
SHARES
=====================================================================
=============================================================
COMMON STOCKS - 85.7%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
BASIC MATERIALS - 5.0%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
CHEMICALS - 2.7%
- -----------------------------------------------------------------------------------------------------------------------
Cabot Corp. 12,500 301,562
- -----------------------------------------------------------------------------------------------------------------------
Potash Corp. of Saskatchewan, Inc. 31,300
2,218,387
- -----------------------------------------------------------------------------------------------------------------------
Union Carbide Corp. 58,700 2,502,087
-------------
5,022,036
- ------------------------------------------------------------------------------------------------------------------
- ----------------
METALS - 1.0%
- -----------------------------------------------------------------------------------------------------------------------
UCAR International, Inc. (1) 45,400
1,776,275
- ------------------------------------------------------------------------------------------------------------------
- ----------------
PAPER - 1.3%
- -----------------------------------------------------------------------------------------------------------------------
Fort Howard Corp. (1) 95,700 2,452,312
- ------------------------------------------------------------------------------------------------------------------
- ----------------
CONSUMER CYCLICALS - 9.4%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
AUTOS & HOUSING - 0.7%
- -----------------------------------------------------------------------------------------------------------------------
Black & Decker Corp. 37,300 1,394,087
- ------------------------------------------------------------------------------------------------------------------
- ----------------
LEISURE & ENTERTAINMENT - 2.1%
- -----------------------------------------------------------------------------------------------------------------------
AMR Corp. (1) 30,600 2,570,400
- -----------------------------------------------------------------------------------------------------------------------
Northwest Airlines Corp., Cl. A (1) 43,500
1,440,937
-------------
4,011,337
- ------------------------------------------------------------------------------------------------------------------
- ----------------
RETAIL: GENERAL - 5.0%
- -----------------------------------------------------------------------------------------------------------------------
Eckerd Corp. (1) 77,700 2,156,175
- -----------------------------------------------------------------------------------------------------------------------
Federated Department Stores, Inc. (1) 76,500
2,524,500
- -----------------------------------------------------------------------------------------------------------------------
Price/Costco, Inc. (1) 109,100 2,168,362
- -----------------------------------------------------------------------------------------------------------------------
U.S. Industries, Inc. (1) 91,400 2,467,800
-------------
9,316,837
- ------------------------------------------------------------------------------------------------------------------
- ----------------
RETAIL: SPECIALTY - 1.6%
- -----------------------------------------------------------------------------------------------------------------------
Toys 'R' Us, Inc. (1) 85,500 2,896,312
- ------------------------------------------------------------------------------------------------------------------
- ----------------
CONSUMER NON-CYCLICALS - 14.0%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
BEVERAGES - 1.5%
- -----------------------------------------------------------------------------------------------------------------------
Anheuser-Busch Cos., Inc. 72,900
2,806,650
- ------------------------------------------------------------------------------------------------------------------
- ----------------
FOOD - 5.9%
- -----------------------------------------------------------------------------------------------------------------------
American Stores Co. 77,400 3,202,425
- -----------------------------------------------------------------------------------------------------------------------
Archer-Daniels-Midland Co. 143,390
3,118,732
- -----------------------------------------------------------------------------------------------------------------------
Dole Food Co. 44,500 1,735,500
- -----------------------------------------------------------------------------------------------------------------------
Kroger Co. (1) 65,100 2,905,088
-------------
10,961,745
</TABLE>
5 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
=========================================
STATEMENT OF INVESTMENTS (Continued)
MARKET VALUE
SHARES SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------
- ----------------
HEALTHCARE/DRUGS - 1.5%
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bristol-Myers Squibb Co. 26,900 $
2,844,675
- ------------------------------------------------------------------------------------------------------------------
- ----------------
HEALTHCARE/SUPPLIES & SERVICES - 2.4%
- -----------------------------------------------------------------------------------------------------------------------
Columbia/HCA Healthcare Corp. 56,700
2,027,025
- -----------------------------------------------------------------------------------------------------------------------
OrNda Healthcorp (1) 92,400 2,517,900
-------------
4,544,925
- ------------------------------------------------------------------------------------------------------------------
- ----------------
HOUSEHOLD GOODS - 2.7%
- -----------------------------------------------------------------------------------------------------------------------
Premark International, Inc. 125,800 2,626,075
- -----------------------------------------------------------------------------------------------------------------------
Tupperware Corp. 48,500 2,491,688
-------------
5,117,763
- ------------------------------------------------------------------------------------------------------------------
- ----------------
ENERGY - 5.2%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
OIL-INTEGRATED - 5.2%
- -----------------------------------------------------------------------------------------------------------------------
Amoco Corp. 32,200 2,439,150
- -----------------------------------------------------------------------------------------------------------------------
Chevron Corp. 61,500 4,043,625
- -----------------------------------------------------------------------------------------------------------------------
Mobil Corp. 28,500 3,327,375
-------------
9,810,150
- ------------------------------------------------------------------------------------------------------------------
- ----------------
FINANCIAL - 13.6%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
BANKS - 7.4%
- -----------------------------------------------------------------------------------------------------------------------
Bank of Boston Corp. 60,300 3,859,200
- -----------------------------------------------------------------------------------------------------------------------
BankAmerica Corp. 48,700 4,456,050
- -----------------------------------------------------------------------------------------------------------------------
Chase Manhattan Corp. (New) 9,000
771,750
- -----------------------------------------------------------------------------------------------------------------------
NationsBank Corp. 25,500 2,403,375
- -----------------------------------------------------------------------------------------------------------------------
PNC Bank Corp. 66,300 2,403,375
-------------
13,893,750
- ------------------------------------------------------------------------------------------------------------------
- ----------------
DIVERSIFIED FINANCIAL - 2.4%
- -----------------------------------------------------------------------------------------------------------------------
Crescent Real Estate Equities, Inc. 36,400
1,519,700
- -----------------------------------------------------------------------------------------------------------------------
Salomon, Inc. 65,300 2,946,663
-------------
4,466,363
- ------------------------------------------------------------------------------------------------------------------
- ----------------
INSURANCE - 3.8%
- -----------------------------------------------------------------------------------------------------------------------
AFLAC, Inc. 68,900 2,764,613
- -----------------------------------------------------------------------------------------------------------------------
General Re Corp. 11,300 1,663,925
- -----------------------------------------------------------------------------------------------------------------------
Travelers/Aetna Property Casualty Corp., Cl. A 91,300
2,739,000
-------------
7,167,538
- ------------------------------------------------------------------------------------------------------------------
- ----------------
INDUSTRIAL - 12.6%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
MANUFACTURING - 11.2%
- -----------------------------------------------------------------------------------------------------------------------
AGCO Corp. 92,900 2,357,338
- -----------------------------------------------------------------------------------------------------------------------
Case Corp. 62,200 2,892,300
- -----------------------------------------------------------------------------------------------------------------------
Deere & Co. 61,000 2,546,750
- -----------------------------------------------------------------------------------------------------------------------
General Signal Corp. 62,400 2,542,800
- -----------------------------------------------------------------------------------------------------------------------
Ingersoll-Rand Co. 58,600 2,439,225
- -----------------------------------------------------------------------------------------------------------------------
Mark IV Industries, Inc. 50,902 1,100,756
- -----------------------------------------------------------------------------------------------------------------------
Textron, Inc. 44,000 3,905,000
- -----------------------------------------------------------------------------------------------------------------------
Tyco International Ltd. 64,400 3,195,850
-------------
20,980,019
</TABLE>
6 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
====================================
STATEMENT OF INVESTMENTS (Continued)
MARKET VALUE
SHARES SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------
- ----------------
TRANSPORTATION - 1.4%
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PACCAR, Inc. 15,300 $ 852,975
- -----------------------------------------------------------------------------------------------------------------------
Union Pacific Corp. 32,600 1,829,675
-------------
2,682,650
- ------------------------------------------------------------------------------------------------------------------
- ----------------
TECHNOLOGY - 14.4%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
AEROSPACE/DEFENSE - 9.0%
- -----------------------------------------------------------------------------------------------------------------------
General Dynamics Corp. 40,300 2,765,588
- -----------------------------------------------------------------------------------------------------------------------
Goodrich (B.F.) Co. 42,300 1,792,463
- -----------------------------------------------------------------------------------------------------------------------
Lockheed Martin Corp. 39,071 3,501,738
- -----------------------------------------------------------------------------------------------------------------------
McDonnell Douglas Corp. 67,900
3,700,550
- -----------------------------------------------------------------------------------------------------------------------
Rockwell International Corp. 44,600
2,453,000
- -----------------------------------------------------------------------------------------------------------------------
TRW, Inc. 28,700 2,597,350
-------------
16,810,689
- ------------------------------------------------------------------------------------------------------------------
- ----------------
COMPUTER HARDWARE - 3.6%
- -----------------------------------------------------------------------------------------------------------------------
Dell Computer Corp. (1) 25,200 2,050,650
- -----------------------------------------------------------------------------------------------------------------------
Gateway 2000, Inc. (1) 21,600 1,016,550
- -----------------------------------------------------------------------------------------------------------------------
Storage Technology Corp. (New) (1) 86,300
3,678,538
-------------
6,745,738
- ------------------------------------------------------------------------------------------------------------------
- ----------------
ELECTRONICS - 1.8%
- -----------------------------------------------------------------------------------------------------------------------
Atmel Corp. (1) 8,400 213,150
- -----------------------------------------------------------------------------------------------------------------------
Intel Corp. 23,500 2,582,063
- -----------------------------------------------------------------------------------------------------------------------
Waters Corp. (1) 17,400 539,400
-------------
3,334,613
- ------------------------------------------------------------------------------------------------------------------
- ----------------
UTILITIES - 11.5%
- ------------------------------------------------------------------------------------------------------------------
- ----------------
ELECTRIC UTILITIES - 4.9%
- -----------------------------------------------------------------------------------------------------------------------
American Electric Power Co., Inc. 33,100
1,373,650
- -----------------------------------------------------------------------------------------------------------------------
CalEnergy, Inc. (1) 48,000 1,392,000
- -----------------------------------------------------------------------------------------------------------------------
Entergy Corp. 77,700 2,175,600
- -----------------------------------------------------------------------------------------------------------------------
FPL Group, Inc. 44,300 2,037,800
- -----------------------------------------------------------------------------------------------------------------------
Texas Utilities Co. 54,900 2,223,450
-------------
9,202,500
- ------------------------------------------------------------------------------------------------------------------
- ----------------
GAS UTILITIES - 5.4%
- -----------------------------------------------------------------------------------------------------------------------
Columbia Gas System, Inc. (The) 86,600
5,260,950
- -----------------------------------------------------------------------------------------------------------------------
PanEnergy Corp. 101,900 3,923,150
- -----------------------------------------------------------------------------------------------------------------------
Questar Corp. 27,900 1,004,400
-------------
10,188,500
- ------------------------------------------------------------------------------------------------------------------
- ----------------
TELEPHONE UTILITIES - 1.2%
- -----------------------------------------------------------------------------------------------------------------------
GTE Corp. 50,900 2,144,163
-------------
Total Common Stocks (Cost $134,182,459)
160,571,627
- -----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $159,965,336)
99.5% 186,354,504
- -----------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 0.5
999,004
------ -------------
NET ASSETS 100.0%
$187,353,508
====== =============
</TABLE>
1. Non-income producing security.
See accompanying Notes to Financial Statements.
7 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
====================================================
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1996
=====================================================================
=============================================================
<S> <C> <C>
ASSETS Investments, at value (cost $159,965,336) - see accompanying statement
$186,354,504
- --------------------------------------------------------------------------------------------------
Cash 1,903,355
- --------------------------------------------------------------------------------------------------
Receivables:
Investments sold 855,619
Shares of capital stock sold 404,481
Interest and dividends 127,102
-------------
Total assets 189,645,061
=====================================================================
=============================================================
LIABILITIES Payables and other liabilities:
Investments purchased 2,107,323
Shares of capital stock redeemed 46,764
Distribution and service plan fees 32,317
Transfer and shareholder servicing agent fees
12,790
Directors' fees 7,976
Other 84,383
-------------
Total liabilities 2,291,553
=====================================================================
=============================================================
NET ASSETS $187,353,508
=============
=====================================================================
=============================================================
COMPOSITION OF Par value of shares of capital stock
$ 9,534
NET ASSETS
- --------------------------------------------------------------------------------------------------
Additional paid-in capital 147,179,680
- --------------------------------------------------------------------------------------------------
Undistributed net investment income 479,425
- --------------------------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions
13,295,701
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments - Note 3
26,389,168
-------------
Net assets $187,353,508
=============
=====================================================================
=============================================================
NET ASSET VALUE Class A Shares:
PER SHARE Net asset value and redemption price per share (based on
net assets of $180,784,352 and 9,201,201 shares of capital stock outstanding)
$19.65
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $20.85
- --------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $5,854,228 and 296,100 shares of capital stock outstanding)
$19.77
- --------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $714,928 and 36,533 shares of capital stock outstanding)
$19.57
</TABLE>
See accompanying Notes to Financial Statements.
8 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
====================================================================
STATEMENT OF OPERATIONS FOR THE TEN MONTHS ENDED
OCTOBER 31, 1996(1)
=====================================================================
=============================================================
<S> <C> <C>
INVESTMENT INCOME Dividends (net of foreign withholding taxes of $1,451)
$ 1,741,056
- --------------------------------------------------------------------------------------------------
Interest (net of foreign withholding taxes of $1,612)
735,017
-------------
Total income 2,476,073
=====================================================================
=============================================================
EXPENSES Management fees - Note 4
719,186
- --------------------------------------------------------------------------------------------------
Distribution and service plan fees - Note 4:
Class A 275,407
Class B 24,189
Class C 1,717
- --------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees - Note 4
154,397
- --------------------------------------------------------------------------------------------------
Custodian fees and expenses 41,841
- --------------------------------------------------------------------------------------------------
Legal and auditing fees 38,719
- --------------------------------------------------------------------------------------------------
Shareholder reports 32,274
- --------------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 14,944
Class B 1,470
Class C 211
- --------------------------------------------------------------------------------------------------
Accounting service fees 12,500
- --------------------------------------------------------------------------------------------------
Directors' fees and expenses - Note 1 7,976
- --------------------------------------------------------------------------------------------------
Other 1,613
-------------
Total expenses 1,326,444
=====================================================================
=============================================================
NET INVESTMENT INCOME
1,149,629
=====================================================================
=============================================================
REALIZED AND Net realized gain on investments
13,385,207
UNREALIZED GAIN
- --------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments
665,122
-------------
Net realized and unrealized gain 14,050,329
=====================================================================
=============================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ 15,199,958
=============
</TABLE>
1. The Fund changed its fiscal year end from
December 31 to October 31.
See accompanying Notes to Financial Statements.
9 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
===================================
STATEMENTS OF CHANGES IN NET ASSETS
TEN MONTHS YEAR
ENDED
ENDED OCTOBER 31,
DECEMBER 31,
1996(1) 1995
=====================================================================
=============================================================
<S> <C> <C> <C>
OPERATIONS Net investment income $ 1,149,629
$ 1,501,707
- ---------------------------------------------------------------------------------------------------
Net realized gain 13,385,207 7,939,891
----------------------------------
Net change in unrealized appreciation or depreciation 665,122
20,902,301
----------------------------------
Net increase in net assets resulting
from operations 15,199,958 30,343,899
=====================================================================
=============================================================
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income:
TO SHAREHOLDERS Class A (669,566)
(1,491,101)
Class B (11,039) (561)
Class C (1,428) --
- --------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A (841,952) (7,649,952)
Class B (19,962) (42,834)
Class C (1,789) --
=====================================================================
=============================================================
CAPITAL STOCK Net increase in net assets resulting from capital
TRANSACTIONS stock transactions - Note 2:
Class A 49,316,623 18,560,935
Class B 4,851,609 724,308
Class C 696,522 --
=====================================================================
=============================================================
NET ASSETS Total increase 68,518,976
40,444,694
- --------------------------------------------------------------------------------------------------
Beginning of period 118,834,532
78,389,838
----------------------------------
End of period (including undistributed net investment
income of $479,425 and $11,438, respectively) $187,353,508
$118,834,532
==================================
</TABLE>
1. The Fund changed its fiscal year end from
December 31 to October 31.
See accompanying Notes to Financial Statements.
10 Oppenheimer Disciplined Value Fund
<PAGE>
<TABLE>
<CAPTION>
====================
FINANCIAL HIGHLIGHTS
CLASS A
----------------------------------------------------------------------------
TEN MONTHS
ENDED
OCTOBER 31, YEAR ENDED DECEMBER 31,
1996(3) 1995 1994 1993 1992 1991
=====================================================================
==============================================
PER SHARE OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $17.84 $14.20 $15.14 $14.20 $14.40 $11.62
- -------------------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income .15 .25 .22 .30 .26 .25
Net realized and unrealized
gain (loss) 1.88 4.88 (.32) 2.64 1.44 4.00
- -------------------------------------------------------------------------------------------------------------------
Total income (loss) from
investment operations 2.03 5.13 (.10) 2.94 1.70 4.25
- -------------------------------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.10) (.25) (.22) (.30) (.26) (.25)
Distributions from net realized gain (.12) (1.24) (.62) (1.70) (1.64) (1.22)
- -------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (.22) (1.49) (.84) (2.00) (1.90) (1.47)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $19.65 $17.84 $14.20 $15.14 $14.20 $14.40
=====================================================================
=====
=====================================================================
==============================================
TOTAL RETURN, AT NET ASSET VALUE(4) 11.41% 36.40% (0.65)% 20.91%
11.99% 36.91%
=====================================================================
==============================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $180,784 $118,118 $78,390 $64,495 $45,600 $40,716
- -------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $135,940 $ 98,063 $71,956 $54,682 $42,432
$36,087
- -------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 1.01%(5) 1.53% 1.50% 1.95% 1.74%
1.74%
Expenses 1.13%(5) 1.22% 1.02% 1.05% 1.12% 1.19%
- -------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6) 73.9% 69.7% 98.5% 99.7% 141.7%
148.3%
Average brokerage commission rate(7) $0.0697 -- -- -- -- --
</TABLE>
1. For the period from May 1, 1996 (inception of offering) to October 31, 1996.
2. For the period from October 1, 1995 (inception of offering) to December 31,
1995.
3. The Fund changed its fiscal year end from December 31 to October 31. On
March 18, 1996, OppenheimerFunds, Inc. became the investment adviser to the
Fund.
4. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), 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.
5. Annualized.
6. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities owned
during the period. Securities with a maturity or expiration date at the time of
acquisition of one year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities) for the period
ended October 31, 1996 were $128,801,684 and $90,147,069, respectively.
7. Total brokerage commissions paid on applicable purchases and sales of
portfolio securities for the period, divided by the total number of related
shares purchased and sold.
<TABLE>
<CAPTION>
====================
FINANCIAL HIGHLIGHTS
CLASS B CLASS C
-------------------------------- ------------
TEN MONTHS PERIOD PERIOD
ENDED ENDED ENDED
OCTOBER 31, DECEMBER 31, OCTOBER 31,
1996(3) 1995(2) 1996(1)
=====================================================================
===================
PER SHARE OPERATING DATA:
<S> <C> <C> <C>
Net asset value, beginning of
period $18.08 $17.83 $18.79
- ----------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income .05 .02 .06
Net realized and unrealized
gain (loss) 1.83 1.40 .94
- ----------------------------------------------------------------------------------------
Total income (loss) from
investment operations 1.88 1.42 1.00
- ----------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.07) (.02) (.10)
Distributions from net realized gain (.12) (1.15) (.12)
- ----------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (.19) (1.17) (.22)
- ----------------------------------------------------------------------------------------
Net asset value, end of period $19.77 $18.08 $19.57
=================================================
=====================================================================
===================
TOTAL RETURN, AT NET ASSET VALUE(4) 10.43% 8.04% 5.35%
=====================================================================
===================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $5,854 $717 $715
- ----------------------------------------------------------------------------------------
Average net assets (in thousands) $2,903 $306 $342
- ----------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.22%(5) 0.21%(5) 0.04%(5)
Expenses 1.88%(5) 1.97%(5) 1.87%(5)
- ----------------------------------------------------------------------------------------
Portfolio turnover rate(6) 73.9% 69.7% 73.9%
Average brokerage commission rate(7) $0.0697 -- $0.0697
</TABLE>
See accompanying Notes to Financial Statements.
11 Oppenheimer Disciplined Value Fund
<PAGE>
=============================
Notes to Financial Statements
=====================================================================
===========
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Disciplined Value Fund (the Fund), a series of Oppenheimer
Series Fund, Inc. (the Company), is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. On August 15, 1996, the Board of Directors elected to change the
fiscal year end of the Fund from December to October. Accordingly, these
financial statements include information for the ten month period from
January 1, 1996 to October 31, 1996. The Fund's investment objective is to
seek capital appreciation by investing primarily in common stocks with low
price-earnings ratios and better-than-anticipated earnings. Until March 18,
1996, the Fund and the Company were named Connecticut Mutual Growth Account
and Connecticut Mutual Investment Accounts, Inc., respectively. On January
27, 1996, the policyholders of Connecticut Mutual Life Insurance Company
(CML) approved a merger of CML with Massachusetts Mutual Life Insurance
Company (MML). In connection with this change, effective March 18, 1996,
OppenheimerFunds, Inc. (the Manager) became the adviser of the Company. The
Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge. Class B and Class C shares may be subject to
a contingent deferred sales charge. All three classes of shares have
identical rights to earnings, assets and voting privileges, except that each
class has its own distribution and/or service plan, expenses directly
attributable to a particular class and exclusive voting rights with respect
to matters affecting a single class. 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.
----------------------------------------------------------------------------
INVESTMENT VALUATION. Portfolio securities are valued at the close of the
New York Stock Exchange on each trading day. Listed and unlisted securities
for which such information is regularly reported are valued at the last sale
price of the day or, in the absence of sales, at values based on the closing
bid or the last sale price on the prior trading day. Long-term and
short-term "non-money market" debt securities are valued by a portfolio
pricing service approved by the Board of Directors. Such securities which
cannot be valued by the approved portfolio pricing service are valued using
dealer-supplied valuations provided the Manager is satisfied that the firm
rendering the quotes is reliable and that the quotes reflect current market
value, or are valued under consistently applied procedures established by
the Board of Directors to determine fair value in good faith. Short-term
"money market type" debt securities having a remaining maturity of 60 days
or less are valued at cost (or last determined market value) adjusted for
amortization to maturity of any premium or discount.
----------------------------------------------------------------------------
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.
12 Oppenheimer Disciplined Value Fund
<PAGE>
=====================================================================
===========
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ALLOCATION OF INCOME, EXPENSES, AND GAINS AND LOSSES. Income, expenses
(other than those attributable to a specific class) and 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.
----------------------------------------------------------------------------
DIRECTORS' FEES AND EXPENSES. The Fund has adopted a nonfunded retirement
plan for the Fund's independent directors. Benefits are based on years of
service and fees paid to each director during the years of service. During
the ten months ended October 31, 1996, a provision of $7,976 was made for
the Fund's projected benefit obligations, resulting in an accumulated
liability of $7,976.
----------------------------------------------------------------------------
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.
----------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders
are recorded on the ex-dividend date.
----------------------------------------------------------------------------
CLASSIFICATION OF DISTRIBUTIONS TO SHAREHOLDERS. Net investment income
(loss) and net realized gain (loss) may differ for financial statement and
tax purposes. The character of the distributions made during the year from
net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividend distributions, the fiscal year in which amounts are distributed may
differ from the year that the income or realized gain (loss) was recorded by
the Fund.
During the ten month period ended October 31, 1996, the Fund adjusted the
classification of investment income and capital gain (loss) to shareholders
to reflect the differences between financial statement amounts and
distributions determined in accordance with income tax regulations. During
the ten month period ended October 31, 1996, amounts have been reclassified
to reflect an increase in paid-in capital of $648, a decrease in accumulated
net realized gain of $1,039, and an increase in undistributed net investment
income of $391.
----------------------------------------------------------------------------
OTHER. Investment transactions are accounted for on the date the investments
are purchased or sold (trade date) and dividend income is recorded on 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.
13 Oppenheimer Disciplined Value Fund
<PAGE>
=========================================
Notes to Financial Statements (Continued)
=====================================================================
===========
2. SHARES OF CAPITAL STOCK
The Fund has authorized 450 million of $0.001 par value shares of capital
stock. Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
TEN MONTHS ENDED OCTOBER 31, 1996(2) YEAR ENDED
DECEMBER 31, 1995(1)
------------------------------------ -------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------------------------------------------------------------------------------------------------------
Class A:
<S> <C> <C> <C> <C>
Sold 3,132,678 $ 59,597,763 1,242,427 $ 20,678,025
Dividends and distributions
reinvested 79,955 1,491,345 513,302 9,039,419
Redeemed (630,553) (11,772,485) (657,052) (11,156,509)
---------- ------------- ---------- -------------
Net increase 2,582,080 $ 49,316,623 1,098,677 $ 18,560,935
========== ============= ==========
=============
--------------------------------------------------------------------------------------------------------------
Class B:
Sold 261,924 $ 4,955,930 37,415 $ 684,870
Dividends and distributions
reinvested 1,535 28,899 2,434 43,392
Redeemed (6,999) (133,220) (209) (3,954)
---------- ------------- ---------- -------------
Net increase 256,460 $ 4,851,609 39,640 $ 724,308
========== ============= ==========
=============
--------------------------------------------------------------------------------------------------------------
Class C:
Sold 36,414 $ 694,306 -- $ --
Dividends and distributions
reinvested 172 3,206 -- --
Redeemed (53) (990) -- --
---------- ------------- ---------- -------------
Net increase 36,533 $ 696,522 -- $ --
========== ============= ==========
=============
</TABLE>
1. For the year ended December 31, 1995 for Class A shares and for the
period from October 1, 1995 (inception of offering) to December 31, 1995 for
Class B shares.
2. For the ten months ended October 31, 1996 for Class A and Class B shares
and for the period from May 1,1996 (inception of offering) to October 31,
1996 for Class C shares. The Fund changed its fiscal year end from December
31 to October 31.
=====================================================================
===========
3. UNREALIZED GAINS AND LOSSES ON INVESTMENTS
At October 31, 1996, net unrealized appreciation on investments of
$26,389,168 was composed of gross appreciation of $27,298,502, and gross
depreciation of $909,334.
=====================================================================
===========
4. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.625% of the
first $300 million of average annual net assets, 0.500% of the next $100
million and 0.450% of net assets in excess of $400 million. Prior to
March 18, 1996, management fees were paid to G. R. Phelps & Co. (the former
Manager) at an annual rate of 0.625% of the Fund's average net assets. The
Manager has agreed to reimburse the Fund if aggregate expenses (with
specified exceptions) exceed the most stringent applicable regulatory limit
on Fund expenses.
For the period ended October 31, 1996, commissions (sales charges paid by
investors) on sales of Class A shares totaled $534,988, of which $341,543
was retained by OppenheimerFunds Distributor, Inc. (OFDI), a subsidiary of
the Manager, as general distributor, and by an affiliated broker/dealer.
Sales charges advanced to broker/dealers by OFDI on sales of the Fund's
Class B and Class C shares totaled $149,781 and $6,734, of which $79,814 and
$4,696, respectively, were paid to an affiliated broker/dealer. During the
period ended October 31, 1996, OFDI received contingent deferred sales
charges of $3,336 upon redemption of Class B shares as reimbursement for
sales commissions advanced by OFDI at the time of sale of such shares.
14 Oppenheimer Disciplined Value Fund
<PAGE>
=====================================================================
=======
4. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES (CONTINUED)
OppenheimerFunds Services (OFS), a division of the Manager, is the transfer
and shareholder servicing agent for the Fund, and for other registered
investment companies. OFS's total costs of providing such services are
allocated ratably to these companies.
The Fund has adopted a Service Plan for Class A shares to reimburse OFDI for
a portion of its costs incurred in connection with the personal service and
maintenance of accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate that may not exceed 0.25% of the average annual
net assets of Class A shares of the Fund. OFDI uses the service fee to
reimburse brokers, dealers, banks and other financial institutions quarterly
for providing personal service and maintenance of accounts of their
customers that hold Class A shares. During the period ended October 31,
1996, OFDI paid $191,634 to an affiliated broker/dealer as reimbursement for
Class A personal service and maintenance expenses.
The Fund has adopted a compensation type Distribution and Service Plan for
Class B shares to compensate OFDI for its services and costs in distributing
Class B shares and servicing accounts. Under the Plan, the Fund pays OFDI an
annual asset-based sales charge of 0.75% per year on Class B shares. OFDI
also receives a service fee of 0.25% per year to compensate dealers for
providing personal services for accounts that hold Class B shares. Both fees
are computed on the average annual net assets of Class B shares, determined
as of the close of each regular business day. During the period ended
October 31, 1996, OFDI retained $20,026 as compensation for Class B sales
commissions and service fee advances, as well as financing costs. If the
Plan is terminated by the Fund, the Board of Directors may allow the Fund to
continue payments of the asset-based sales charge to OFDI for certain
expenses it incurred before the Plan was terminated. As of October 31, 1996,
OFDI had incurred unreimbursed expenses of $153,254 for Class B.
The Fund has adopted a compensation type Distribution and Service Plan for
Class C shares to compensate OFDI for its services and costs in distributing
Class C shares and servicing accounts. Under the Plan, the Fund pays OFDI an
annual asset-based sales charge of 0.75% per year on Class C shares. OFDI
also receives a service fee of 0.25% per year to compensate dealers for
providing personal services for accounts that hold Class C shares. Both fees
are computed on the average annual net assets of Class C shares, determined
as of the close of each regular business day. During the period ended
October 31, 1996, OFDI retained $1,623 as reimbursement for Class C sales
commissions and service fee advances, as well as financing costs. If the
Plan is terminated by the Fund, the Board of Directors may allow the Fund to
continue payments of the asset-based sales charge to OFDI for certain
expenses it incurred before the Plan was terminated. As of October 31, 1996,
OFDI had incurred unreimbursed expenses of $11,314 for Class C.
Appendix A
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
<PAGE>
Oppenheimer Disciplined Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov
& Wein
114 West 47th Street
New York, New York 10036
375sai.#1
<PAGE>
OPPENHEIMER SERIES FUND, INC.
PART C -- OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Financial Highlights
(i) for Oppenheimer Disciplined Allocation Fund
("Allocation Fund")*
(ii) for Oppenheimer Disciplined Value Fund ("Value
Fund") - Filed herewith
(iii) for Oppenheimer LifeSpan Balanced Fund
("LifeSpan Balanced Fund")*
(iv) for Oppenheimer LifeSpan Growth Fund
("LifeSpan Growth Fund")*
(v) for Oppenheimer LifeSpan Income Fund ("LifeSpan
Income Fund")*
(2) Independent Auditors' Report
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
(3) Statements of Investment
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
(4) Statement of Net Assets and Liabilities
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
(5) Statement of Operations
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
_______________________________
*Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96,
and incorporated herein by reference.
(6) Statement of Changes in Net Assets
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
(7) Notes to Financial Statements
(i) for Allocation Fund*
(ii) for Value Fund - Filed herewith
(iii) for LifeSpan Balanced Fund*
(iv) for LifeSpan Growth Fund*
(v) for LifeSpan Income Fund*
_____________________________
*Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96,
and incorporated herein by reference.
(b) Exhibits
1. Amended and Restated Articles of Incorporation dated
January 6, 1995: Filed with Registrant's Post-Effective Amendment
NO. 28, 3/1/96, and Incorporated herein by reference.
1.1 Articles Supplementary dated September, 1995: Filed
with Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
1.2 Articles Supplementary dated May, 1995: Filed with
Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
1.3 Articles Supplementary dated November 15, 1996:
Filed herewith.
2. By-Laws: Filed with Registrant's Post-Effective
Amendment No. 28, 3/1/96, and incorporated herein by reference.
3. Not Applicable
4. (a) Oppenheimer Disciplined Allocation Fund
Specimen Class A Share Certificate: Filed
herewith.
(b) Oppenheimer Disciplined Allocation Fund
Specimen Class B Share Certificate: Filed
herewith.
(c) Oppenheimer Disciplined Allocation Fund
Specimen Class C Share Certificate: Filed
herewith.
(d) Oppenheimer Disciplined Value Fund
Specimen Class A Share Certificate: Filed
herewith.
(e) Oppenheimer Disciplined Value Fund
Specimen Class B Share Certificate: Filed
herewith.
(f) Oppenheimer Disciplined Value Fund
Specimen Class C Share Certificate: Filed
herewith.
(g) Oppenheimer Disciplined Value Fund
Specimen Class Y Share Certificate: Filed
herewith.
(h) Oppenheimer LifeSpan Balanced Fund
Specimen Class A Share Certificate: Filed
herewith.
(i) Oppenheimer LifeSpan Balanced Fund
Specimen Class B Share Certificate: Filed
herewith.
(j) Oppenheimer LifeSpan Balanced Fund
Specimen Class C Share Certificate: Filed
herewith.
(k) Oppenheimer LifeSpan Growth Fund
Specimen Class A Share Certificate: Filed
herewith.
(l) Oppenheimer LifeSpan Growth Fund
Specimen Class B Share Certificate: Filed
herewith.
(m) Oppenheimer LifeSpan Growth Fund
Specimen Class C Share Certificate: Filed
herewith.
(n) Oppenheimer LifeSpan Income Fund
Specimen Class A Share Certificate: Filed
herewith.
(o) Oppenheimer LifeSpan Income Fund
Specimen Class B Share Certificate: Filed
herewith.
(p) Oppenheimer LifeSpan Income Fund
Specimen Class C Share Certificate: Filed
herewith.
5. Investment Advisory Agreement between the
Registrant, on behalf of Connecticut Mutual Total Return Account
and OppenheimerFunds, Inc. and schedule of omitted substantially
similar documents: Filed with Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by reference.
5.1 Investment Subadvisory Agreement between
OppenheimerFunds, Inc. and Pilgrim, Baxter & Associates, Ltd. (for
CMIA LifeSpan Balanced Account) and schedule of omitted
substantially similar documents: Filed with Registrant's Post-
Effective Amendment No. 29, 4/30/96, and incorporated herein by
reference.
5.2 Investment Subadvisory Agreement between
OppenheimerFunds, Inc. and BEA Associates (for CMIA LifeSpan
Balanced Account) and schedule of omitted substantially similar
documents: Filed with Registrant's Post-Effective Amendment No.
29, 4/30/96, and incorporated herein by reference.
5.3 Investment Subadvisory Agreement between
OppenheimerFunds, Inc. and Babson-Stewart Ivory International (for
CMIA LifeSpan Balanced Account) and schedule of omitted
substantially similar documents: Filed with Registrant's Post-
Effective Amendment No. 29, 4/30/96, and incorporated herein by
reference.
6. General Distributor's Agreement between Registrant
on behalf of Oppenheimer Disciplined Allocation Fund
OppenheimerFunds Distributor, Inc. and schedule of omitted
substantially similar documents: Filed with Registrant's Post-
Effective Amendment No. 29, 4/30/96, and incorporated herein by
reference.
6.1 General Distributor's Agreement between Registrant
on behalf of Oppenheimer Disciplined Value Fund: Filed herewith.
7. Not Applicable
8. Master Custodian Agreement between Registrant, on
behalf of each series of the Registrant (except the Municipal
Accounts), and State Street Bank and Trust Company: Filed with
Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
8.1 Amendment (LifeSpan Funds) to Custodian Agreement
between Registrant and State Street Bank and Trust Company: Filed
with Registrant's Post-Effective Amendments No. 28, 3/1/96, and
incorporated herein by reference.
9. Service Contract between Registrant and
OppenheimerFunds Services: Filed with Registrant's Post-Effective
Amendments No.29, 4/30/96, and incorporated herein by reference.
10. Opinion and Consent of Counsel dated 2/28/96: Filed
as an exhibit to 24f-2 notice.
11. Consent of Independent Auditors: Filed herewith.
12. Not applicable.
13. Not Applicable.
14. (i) Form of Individual Retirement Account Trust
Agreement: Filed as Exhibit 14 of Post-Effective Amendment No. 21
of Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 8/25/93,
and incorporated herein by reference.
(ii) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plan and Money Purchase Pension Plan
for self-employed persons and corporations: Filed with Post-
Effective Amendment No. 3 of Oppenheimer Global Growth & Income
Fund (File No. 33-33799), 1/31/92, and refiled with Post-Effective
Amendment No. 7 to the Registration Statement of Oppenheimer Global
Growth & Income Fund (Reg. No. 33-33799), 12/1/94, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(iii)Form of Tax-Sheltered Retirement Plan and
Custody Agreement for employees of public schools and tax-exempt
organizations: Filed with Post-Effective Amendment No. 47 to the
Registration Statement of Oppenheimer Growth Fund (Reg. No. 2-
45272), 10/21/94, and incorporated herein by reference.
(iv) Form of Simplified Employee Pension IRA: Filed
with Post-Effective Amendment No. 42 to the Registration Statement
of Oppenheimer Equity Income Fund (Reg. No. 2-33043), 10/28/94, and
incorporated herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension
IRA: Filed with Registrant's Post-Effective Amendment No. 19,
3/1/94, and incorporated herein by reference.
(vi) Form of Prototype 401(k) plan: Filed with
Post-Effective Amendment No. 7 to the Registration Statement of
Oppenheimer Strategic Income & Growth Fund (33-47378), 9/28/95, and
incorporated herein by reference.
15. Service Plan and Agreement between Oppenheimer
Disciplined Allocation Fund and OppenheimerFunds Distributor, Inc.
for Class A Shares and schedule of substantially similar omitted
documents: Filed with the Registrant's Post-Effective Amendment
No. 29, 4/30/96, and incorporated herein by reference.
15.1 Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class B Shares of
Oppenheimer Disciplined Allocation Fund and schedule of
substantially similar omitted documents: Filed with the
Registrant's Post-Effective Amendment No. 29, 4/30/96, and
incorporated herein by reference.
15.2 Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class C Shares of
Oppenheimer Disciplined Allocation Fund and schedule of
substantially similar omitted documents: Filed with the
Registrant's Post-Effective Amendment No. 29, 4/30/96, and
incorporated herein by reference.
15.3 Service Plan and Agreement between Oppenheimer
Disciplined Value Fund and OppenheimerFunds Distributor, Inc. for
Class A shares: Filed herewith.
15.4 Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class B shares of
Oppenheimer Disciplined Value Fund: Filed herewith.
15.5 Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class C shares of
Oppenheimer Disciplined Value Fund: Filed herewith.
16. Performance Data Computation Schedule for
Disciplined Value Fund: Filed herewith.
17.1 Financial Data Schedule for Class A Shares of
Allocation Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.2 Financial Data Schedule for Class B Shares of
Allocation Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.3 Financial Data Schedule for Class C Shares of
Allocation Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.4 Financial Data Schedule for Class A Shares of Value
Fund: Filed herewith.
17.5 Financial Data Schedule for Class B Shares of Value
Fund: Filed herewith.
17.6 Financial Data Schedule for Class C Shares of Value
Fund: Filed herewith.
17.7 Financial Data Schedule for Class Y Shares of Value
Fund: Not applicable.
17.8 Financial Data Schedule for Class A Shares of
LifeSpan Balanced Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.9 Financial Data Schedule for Class B Shares of
LifeSpan Balanced Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.10 Financial Data Schedule for Class C Shares of
LifeSpan Balanced Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.11 Financial Data Schedule for Class A Shares of
LifeSpan Growth Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.12 Financial Data Schedule for Class B Shares of
LifeSpan Growth Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.13 Financial Data Schedule for Class C Shares of
LifeSpan Growth Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.14 Financial Data Schedule for Class A Shares of
LifeSpan Income Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.15 Financial Data Schedule for Class B Shares of
LifeSpan Income Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
17.16 Financial Data Schedule for Class C Shares of
LifeSpan Income Fund: Filed with Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
--Powers of Attorney: Filed herewith
18.1 Rule 18f-3 Multiple Class Plan (Class A, B and C
shares) for Oppenheimer Disciplined Allocation Fund, Oppenheimer
Disciplined Value Fund, Oppenheimer LifeSpan Growth Fund,
Oppenheimer LifeSpan Balanced Fund and Oppenheimer LifeSpan Income
Fund: Filed with the Registrant's Post-Effective Amendment No. 28,
3/1/96, and incorporated herein by reference.
ITEM 25. Persons controlled by Or Under Common Control with
Registrant.
None
ITEM 26. Number of Holders of Securities.
Number of Record Holders
TITLE OF CLASS as of November 22, 1996
Oppenheimer Disciplined
Allocation Fund
Class A 13,394
Class B 339
Class C 20
Oppenheimer Disciplined
Value Fund
Class A 8,257
Class B 605
Class C 49
Class Y 0
Oppenheimer LifeSpan
Growth Fund
Class A 778
Class B 242
Class C 14
Oppenheimer LifeSpan
Balanced Fund
Class A 419
Class B 123
Class C 15
Oppenheimer LifeSpan
Income Fund
Class A 101
Class B 30
Class C 1
ITEM 27. Indemnification.
Reference is made to Article VI of Registrant's By-laws filed
with Post-Effective Amendment Number 28.
Item 28. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------
(a) OppenheimerFunds, Inc. is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in the
same capacity to other registered investment companies as described
in Parts A and B hereof and listed in Item 28(b) below.
(b) There is set forth below information as to any other
business, profession, vocation or employment of a substantial
nature in which each officer and director of OppenheimerFunds, Inc.
is, or at any time during the past two fiscal years has been,
engaged for his/her own account or in the capacity of director,
officer, employee, partner or trustee.
Name & Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
- --------------------------- ------------------------------
Mark J.P. Anson,
Vice President Vice President of Oppenheimer
Real Asset Management, Inc.
("ORAMI"); formerly Vice
President of Equity Derivatives
at Salomon Brothers, Inc.
Peter M. Antos,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; Senior Vice President of
HarbourView; prior to March, 1996
he was the senior equity
portfolio manager for the
Panorama Series Fund, Inc. (the
"Company") and other mutual funds
and pension funds managed by G.R.
Phelps & Co. Inc. ("G.R.
Phelps"), the Company's former
investment adviser, which was a
subsidiary of Connecticut Mutual
Life Insurance Company; was also
responsible for managing the
common stock department and
common stock investments of
Connecticut Mutual Life Insurance
Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; formerly a Vice President
and Senior Portfolio Manager at
First of America Investment Corp.
Ellen Batt,
Assistant Vice President None
Kathleen Beichert,
Assistant Vice President Formerly employed by Smith
Barney, Inc.
David Bernard,
Vice President Previously a Regional Sales
Director for Retirement Plan
Services at Charles Schwab & Co.,
Inc.
Robert J. Bishop,
Vice President Assistant Treasurer of the
Oppenheimer Funds (listed below);
previously a Fund Controller for
OppenheimerFunds, Inc. (the
"Manager").
George Bowen,
Senior Vice President &
Treasurer Treasurer of the New York-based
Oppenheimer Funds; Vice
President, Assistant Secretary
and Treasurer of the Denver-based
Oppenheimer Funds. Vice President
and Treasurer of OppenheimerFunds
Distributor, Inc. (the
"Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment
adviser subsidiary of the
Manager; Senior Vice President,
Treasurer, Assistant Secretary
and a director of Centennial
Asset Management Corporation
("Centennial"), an investment
adviser subsidiary of the
Manager; Vice President,
Treasurer and Secretary of
Shareholder Services, Inc.
("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer
agent subsidiaries of the
Manager; Director, Treasurer and
Chief Executive Officer of
MultiSource Services, Inc.; Vice
President and Treasurer of
Oppenheimer Real Asset
Management, Inc.; President,
Treasurer and Director of
Centennial Capital Corporation;
Vice President and Treasurer of
Main Street Advisers.
Scott Brooks,
Assistant Vice President None.
Susan Burton,
Assistant Vice President Previously a Director of
Educational Services for H.D.
Vest Investment Securities, Inc.
Michael A. Carbuto,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; Vice President of
Centennial.
Ruxandra Chivu,
Assistant Vice President None.
O. Leonard Darling,
Executive Vice President Formerly Co-Director of Fixed
Income for State Street Research
& Management Co.
Robert A. Densen,
Senior Vice President None.
Robert Doll, Jr.,
Executive Vice President and
Director An officer and/or portfolio
manager of certain Oppenheimer
funds.
John Doney,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Secretary of the New York-based
Oppenheimer Funds; Vice President
and Secretary of the Denver-based
Oppenheimer Funds; Secretary of
the Oppenheimer Quest and
Oppenheimer Rochester Funds;
Executive Vice President,
Director and General Counsel of
the Distributor; President and a
Director of Centennial; Chief
Legal Officer and a Director of
MultiSource Services, Inc.;
President and a Director of
Oppenheimer Real Asset
Management, Inc.; Executive Vice
President, General Counsel and
Director of SFSI and SSI;
formerly Senior Vice President
and Associate General Counsel of
the Manager and the Distributor.
George Evans,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Scott Farrar,
Vice President Assistant Treasurer of the New
York-based and Denver-based
Oppenheimer funds.
Katherine P. Feld, Vice
President and Secretary Vice President and Secretary of
OppenheimerFunds Distributor,
Inc.; Secretary of HarbourView
Asset Management Corporation,
MultiSource Services, Inc. and
Centennial Asset Management
Corporation; Secretary, Vice
President and Director of
Centennial Capital Corporation;
Vice President and Secretary of
ORAMI.
Ronald H. Fielding, Senior
Vice President; Chairman:
Rochester Division An officer, Director and/or
portfolio manager of certain
Oppenheimer funds. Formerly
Chairman of the Board and
Director of Rochester Fund
Distributors, Inc. ("RFD"),
President and Director of
Fielding Management Company, Inc.
("FMC"), President and Director
of Rochester Capital Advisors,
Inc. ("RCAI"), Managing Partner
of Rochester Capital Advisors,
L.P., President and Director of
Rochester Fund Services, Inc.
("RFS"), President and Director
of Rochester Tax Managed Fund,
Inc.
John Fortuna,
Vice President None.
Patricia Foster,
Vice President Formerly she held the following
positions: An officer of certain
Oppenheimer funds; Secretary and
General Counsel of Rochester
Capital Advisors, L.P. and
Secretary of Rochester Tax
Managed Fund, Inc.
Robert G. Galli,
Vice Chairman Trustee of the New York-based
Oppenheimer Funds; Vice President
and Counsel of OAC; formerly he
held the following positions:
Vice President and a director of
HarbourView and Centennial, a
director of SFSI and SSI, an
officer of other Oppenheimer
Funds.
Linda Gardner,
Assistant Vice President None.
Janelle Gellermann,
Assistant Vice President None.
Jill Glazerman, None.
Assistant Vice President
Ginger Gonzalez,
Vice President, Director of
Marketing Communications Formerly 1st Vice President/
Director of Graphic and Print
Communications for Shearson
Lehman Brothers.
Mildred Gottlieb,
Assistant Vice President Formerly served as a Strategy
Consultant for the Private Client
Division of Merrill Lynch.
Caryn Halbrecht,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; formerly Vice President of
Fixed Income Portfolio Management
at Bankers Trust.
Barbara Hennigar,
Executive Vice President and
President and Chief Executive
Officer of OppenheimerFunds
Services, a division
of the Manager President and Director of SFSI;
President and Chief Executive
Officer of SSI.
Dorothy Hirshman,
Assistant Vice President None.
Alan Hoden,
Vice President None.
Merryl Hoffman,
Vice President None.
Scott T. Huebl,
Assistant Vice President None.
Richard Hymes,
Assistant Vice President None.
Jane Ingalls,
Assistant Vice President Formerly a Senior Associate with
Robinson, Lake/Sawyer Miller.
Ronald Jamison,
Vice President Formerly Vice President and
Associate General Counsel at
Prudential Securities, Inc.
Frank Jennings,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Managing
Director of Global Equities at
Paine Webber's Mitchell Hutchins
division.
Heidi Kagan,
Assistant Vice President None.
Thomas W. Keffer,
Vice President Formerly Senior Managing Director
of Van Eck Global.
Avram Kornberg,
Vice President Formerly a Vice President with
Bankers Trust.
Paul LaRocco,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Securities
Analyst for Columbus Circle
Investors.
Michael Levine,
Assistant Vice President None.
Stephen F. Libera,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; a Vice President of
HarbourView; prior to March, 1996
he was the senior bond portfolio
manager for Panorama Series Fund,
Inc., other mutual funds and
pension accounts managed by G.R.
Phelps; was also responsible for
managing the public fixed-income
securities department at
Connecticut Mutual Life Insurance
Co.
Mitchell J. Lindauer,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Bridget Macaskill, President,
Chief Executive Officer
and Director President, Director and Trustee
of the New York-based and the
Denver-based Oppenheimer funds;
President and a Director of OAC,
HarbourView and Oppenheimer
Partnership Holdings, Inc.;
Director of ORAMI; Chairman and
Director of SSI; a Director of
Oppenheimer Real Asset
Management, Inc.
Timothy Martin,
Assistant Vice President Formerly Vice President, Mortgage
Trading, at S.N. Phelps & Co.,
Salomon Brothers, and Kidder
Peabody.
Sally Marzouk,
Vice President None.
Lisa Migan,
Assistant Vice President, None.
Robert J. Milnamow,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Portfolio
Manager with Phoenix Securities
Group.
Denis R. Molleur,
Vice President None.
Kenneth Nadler,
Vice President None.
David Negri,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Robert E. Patterson,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
John Pirie,
Assistant Vice President Formerly a Vice President with
Cohane Rafferty Securities, Inc.
Tilghman G. Pitts III,
Executive Vice President Chairman and Director of the
Distributor.
Jane Putnam,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly Senior Investment
Officer and Portfolio Manager
with Chemical Bank.
Russell Read,
Vice President Consultant for Prudential
Insurance on behalf of the
General Motors Pension Plan.
Thomas Reedy,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Securities
Analyst for the Manager.
David Robertson,
Vice President None.
Adam Rochlin,
Vice President Formerly a Product Manager for
Metropolitan Life Insurance
Company.
Michael S. Rosen
Vice President; President:
Rochester Division An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly Vice President of
RFS, President and Director of
RFD, Vice President and Director
of FMC, Vice President and
director of RCAI, General Partner
of RCA, an officer and/or
portfolio manager of certain
Oppenheimer funds.
David Rosenberg,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; formerly Vice President
and Portfolio Manager/Security
Analyst for Oppenheimer Capital
Corp., an investment adviser.
Lawrence Rudnick,
Assistant Vice President Formerly Vice President of Dollar
Dry Dock Bank.
James Ruff,
Executive Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President Formerly Vice President of
Citicorp Investment Services.
Diane Sobin,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; formerly a Vice President
and Senior Portfolio Manager for
Dean Witter InterCapital, Inc.
Richard A. Soper, None.
Assistant Vice President
Nancy Sperte,
Executive Vice President
None.
Donald W. Spiro,
Chairman Emeritus Vice Chairman and Trustee of the
New York-based Oppenheimer Funds;
formerly Chairman of the Manager
and the Distributor.
Arthur Steinmetz,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Ralph Stellmacher,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
John Stoma,
Senior Vice President,
Director Retirement Plans Formerly Vice President of U.S.
Group Pension Strategy and
Marketing for Manulife Financial.
Michael C. Strathearn,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; a Vice President of
HarbourView; prior to March, 1996
he was an equity portfolio
manager for Panorama Series Fund,
Inc. and other mutual funds and
pension accounts managed by G.R.
Phelps.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee,
Director or Managing Partner of
the Denver-based Oppenheimer
Funds; President and a Director
of Centennial; formerly President
and Director of OAMC, and
Chairman of the Board of SSI.
James Tobin,
Vice President None.
Jay Tracey,
Vice President Vice President of the Manager;
Vice President and Portfolio
Manager of Oppenheimer Discovery
Fund, Oppenheimer Global Emerging
Growth Fund and Oppenheimer
Enterprise Fund. Formerly
Managing Director of Buckingham
Capital Management.
Gary Tyc, Vice President,
Assistant Secretary and
Assistant Treasurer Assistant Treasurer of the
Distributor and SFSI.
Ashwin Vasan,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Valerie Victorson,
Vice President None.
Dorothy Warmack,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds.
Jerry A. Webman,
Senior Vice President Director of New York-based tax-
exempt fixed income Oppenheimer
Funds; Formerly Managing Director
and Chief Fixed Income Strategist
at Prudential Mutual Funds.
Christine Wells,
Vice President None.
Kenneth B. White,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; Vice President of
HarbourView; prior to March, 1996
he was an equity portfolio
manager for Panorama Series Fund,
Inc. and other mutual funds and
pension funds managed by G.R.
Phelps.
William L. Wilby,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; Vice President of
HarbourView.
Carol Wolf,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; Vice President of
Centennial; Vice President,
Finance and Accounting and member
of the Board of Directors of the
Junior League of Denver, Inc.
Robert G. Zack,
Senior Vice President and
Assistant Secretary Associate General Counsel of the
Manager; Assistant Secretary of
the Oppenheimer Funds; Assistant
Secretary of SSI, SFSI; an
officer of other Oppenheimer
Funds.
Arthur J. Zimmer,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; Vice President of
Centennial.
The Oppenheimer Funds include the New York-based Oppenheimer Funds,
the Denver-based Oppenheimer Funds, and the Rochester-based
Oppenheimer Funds, set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer New York Municipal Fund
Oppenheimer Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Municipal Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
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
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Rochester-based Oppenheimer Funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For
Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term
New York Municipal Fund
The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, OppenheimerFunds Distributor, Inc., HarbourView
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York,
New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc.,
OppenheimerFunds Services, Centennial Asset Management Corporation,
Centennial Capital Corp., Oppenheimer Real Asset Management, Inc.
and Oppenheimer Real Asset Management, Inc. is 3410 South Galena
Street, Denver, Colorado 80231.
The address of MultiSource Services, Inc. is 1700 Lincoln
Street, Denver, Colorado 80203.
The address of the Rochester-based funds is 350 Linden Oaks,
Rochester, New York 14625-2807.
Item 29. Principal Underwriter
- -------- ---------------------
(a) OppenheimerFunds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the
other registered open-end investment companies for which
OppenheimerFunds, Inc. is the investment adviser, as described in
Part A and B of this Registration Statement and listed in Item
28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
<TABLE>
<CAPTION>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
George Clarence Bowen+ Vice President & Treasurer Vice President and
Treasurer of the
NY-based
Oppenheimer funds
/ Vice President,
Secretary and
Treasurer of the
Denver-based
Oppen- heimer
funds
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Maryann Bruce* Senior Vice President - None
Director - Financial
Institution Div.
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Bill Coughlin Vice President None
3425-1/2 Irving Avenue So.
Minneapolis, MN 55408
Mary Crooks+ Senior Vice President None
E. Drew Devereaux ++ Assistant Vice President None
Andrew John Donohue* Executive Vice Secretary of
President, General the New York-
Counsel and Director based Oppenheimer
funds / Vice
President of the
Denverbased
Oppenheimer funds
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding++ Vice President; Chairman:
Rochester Division None
Reed F. Finley Vice President - None
320 E. Maple, Ste. 254 Financial Institution Div.
Birmingham, MI 48009
Wendy Fishler* Vice President - None
Financial Institution Div.
Ronald R. Foster Senior Vice President None
139 Avant Lane
Cincinatti, OH 45249
Patricia Gadecki Vice President None
3906 Americana Drive
Tampa, FL 3334
Luiggino Galletto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President None
Richard Klein Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Ilene Kutno* Vice President - None
Director - Regional Sales
Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
John McDonough Vice President None
P.O. Box 760
50 Riverview Road
New Castle, NH 03854
Laura Mulhall* Senior Vice President - None
Director of Key Accounts
Timothy G. Mulligan ++ Vice President None
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Wendy Murray Vice President None
114-B Larchmont Acres West
Larchmont, NY 10538
Joseph Norton Vice President None
2518 Fillmore Street
Apt. 1
San Francisco, CA 94115
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
1777 Larimer St. #807
Denver, CO 80202
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.,
Director -
Key Accounts
Minnie Ra Vice President - None
0895 Thirty-First Ave. Financial Institution Div.
Apt. 4
San Francisco, CA 94121
Michael Raso Vice President None
30 Hommocks Road
Apt. 30
Larchmont, NY 10538
John C. Reinhardt ++ Vice President None
Ian Robertson Vice President None
4204 Summit Way
Marietta, GA 30066
Michael S. Rosen++ Vice President, President:
Rochester Division None
Kenneth Rosenson Vice President None
3802 Knickerbocker Place
Apt. 3D
Indianapolis, IN 46240
James Ruff* President None
Timothy Schoeffler Vice President None
1717 Fox Hall Road
Wasington, DC 20007
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
3114 Hickory Run
Sugarland, TX 77479
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker ++ Vice President None
Michael Stenger Vice President None
8572 Saint Ives Place
Cincinnati, OH 45255
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
David G. Thomas Vice President - None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112
Philip Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807 (the "Rochester
Division")
</TABLE>
(c) Not applicable.
30. Management Services.
Applicable.
Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) The company will furnish each person to whom a prospectus
is delivered with a copy of the Company's latest annual
report to shareholders, upon request and without charge.
(d) The Registrant undertakes to comply with Section 16(c) of
the Investment Company Act of 1940, as amended, as it
relates to the assistance to be rendered to shareholders
with respect to the call of a meeting to replace a
director.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this
registration statement pursuant to Rule 485(b) under the Securities
Act of 1933 and 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 13th day of
December, 1996
OPPENHEIMER SERIES FUND, INC.
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:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Leon Levy * Chairman of the December 13, 1996
- ---------------- Board of Directors
Leon Levy
/s/ Bridget A. Macaskill* President, Principal December 13, 1996
- -------------------- Executive Officer
Bridget A. Macaskill and Director
/s/ Donald W. Spiro * Director December 13, 1996
- --------------------
Donald W. Spiro
/s/ George Bowen* Chief Financial December 13, 1996
- ------------------- Accounting Officer
George Bowen and Treasurer
/s/ Robert G. Galli* Director December 13, 1996
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Director December 13, 1996
- --------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Director December 13, 1996
- ---------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Director December 13, 1996
- ---------------------
Kenneth A. Randall
/s/ Edward V. Regan* Director December 13, 1996
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Director December 13, 1996
- ---------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Director December 13, 1996
- --------------------
Sidney M. Robbins
/s/ Pauline Trigere* Director December 13, 1996
- ---------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Director December 13, 1996
- ---------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
OPPENHEIMER SERIES FUND, INC.
Registration No. 2-75276
Post-Effective Amendment No. 31
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
24(b)(1.3) Articles Supplementary
24(b)(4)(a) Oppenheimer Disciplined Value Fund
Specimen Class A Share Certificate
24(b)(4)(b) Oppenheimer Disciplined Value Fund
Specimen Class B Share Certificate
24(b)(4)(c) Oppenheimer Disciplined Value Fund
Specimen Class C Share Certificate
24(b)(4)(d) Oppenheimer Disciplined Value Fund
Specimen Class Y Share Certificate
24(b)(4)(e) Oppenheimer Disciplined Allocation Fund
Specimen Class A Share Certificate
24(b)(4)(f) Oppenheimer Disciplined Allocation Fund
Specimen Class B Share Certificate
24(b)(4)(g) Oppenheimer Disciplined Allocation Fund
Specimen Class C Share Certificate
24(b)(4)(h) Oppenheimer LifeSpan Growth Fund
Specimen Class A Share Certificate
24(b)(4)(i) Oppenheimer LifeSpan Growth Fund
Specimen Class B Share Certificate
24(b)(4)(j) Oppenheimer LifeSpan Growth Fund
Specimen Class C Share Certificate
24(b)(4)(k) Oppenheimer LifeSpan Balanced Fund
Specimen Class A Share Certificate
24(b)(4)(l) Oppenheimer LifeSpan Balanced Fund
Specimen Class B Share Certificate
24(b)(4)(m) Oppenheimer LifeSpan Balanced Fund
Specimen Class C Share Certificate
24(b)(4)(n) Oppenheimer LifeSpan Income Fund
Specimen Class A Share Certificate
24(b)(4)(o) Oppenheimer LifeSpan Income Fund
Specimen Class B Share Certificate
24(b)(4)(p) Oppenheimer LifeSpan Income Fund
Specimen Class C Share Certificate
24(b)(6.1) General Distributor's Agreement for
Disciplined Value Fund
24(b)(11) Independent Auditors' Consent
24(b)(11) Independent Auditors' Consent
24(b)(15.3) Disciplined Value Fund
Service Plan & Agreement for Class A Shares
24(b)(15.4) Disciplined Value Fund Distribution and
Service Plan and Agreement for Class B Shares
24(b)(15.5) Disciplined Value Fund Distribution and
Service Plan and Agreement for Class C Shares
24(b)(16) Disciplined Value Fund
Performance Data Computation Schedule
24(b)(17.4) Disciplined Value Fund
Financial Data Schedule for Class A Shares
24(b)(17.5) Disciplined Value Fund
Financial Data Schedule for Class B Shares
24(b)(17.6) Disciplined Value Fund
Financial Data Schedule for Class C Shares
-- Powers of Attorney
i:\legal\prosp\375ptc.#3
OPPENHEIMER SERIES FUND, INC.
ARTICLES SUPPLEMENTARY
Oppenheimer Series Fund, Inc., a Maryland corporation, having
its principal office in Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article IV of the Charter of the
Corporation, the Board of Directors has duly divided and
reclassified 2,300,000,000 shares of the 3,000,000,000 authorized
shares of the Common Stock of the Corporation, including the shares
previously classified as Liquid Account, Government Securities
Account and Income Account, into each of the series as set forth
below:
Number of Number of Number of Number
Series Class A Shares Class B Shares Class C Shares Class
Y Shares
Oppenheimer Disciplined 300,000,000 100,000,000
50,000,000 0
Allocation Fund
Oppenheimer Disciplined 300,000,000 100,000,000
50,000,000 50,000,000
Value Fund
Oppenheimer LifeSpan 300,000,000 100,000,000
50,000,000 0
Growth Fund
Oppenheimer LifeSpan 300,000,000 100,000,000
50,000,000 0
Balanced Fund
Oppenheimer LifeSpan 300,000,000 100,000,000
50,000,000 0
Income Fund
The remaining 700,000,000 shares of Common Stock are undesignated as to
series or class.
SECOND: The terms of the Common Stock of each Class are as set
forth in Article IV of the Articles of Amendment and Restatement of
the Corporation as filed and accepted for record on February 2,
1995. Subsequent thereto, by Articles of Amendment dated March 18,
1996, and Articles Supplementary dated May 1, 1996, the Corporation
amended its charter to adopt the current name and reclassified the
existing shares of capital stock as described in the introductory
paragraph of ARTICLE FIRST.
THIRD: These Articles Supplementary do not increase the aggregate
authorized capital stock of the Corporation or the aggregate par
value thereof.
FOURTH: These Articles Supplementary shall be effective as of 12:01
a.m. on December 16, 1996.
<PAGE>
IN WITNESS WHEREOF, Oppenheimer Series Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its
Vice President and witnessed by its Assistant Secretary on November
15, 1996.
OPPENHEIMER SERIES FUND,
INC.
By: /s/ Robert G. Zack By: /s/ Andrew J. Donohue
--------------------- ----------------------
- -----
Robert G. Zack Andrew J. Donohue
Assistant Secretary Vice President
THE UNDERSIGNED, Secretary of Oppenheimer Series Fund, Inc.,
who executed on behalf of the Corporation Articles Supplementary of
which this Certificate is made a part, hereby acknowledges in the
name and on behalf of said Corporation the foregoing Articles
Supplementary to be the corporate act of said Corporation and
hereby certifies that the matters and facts set forth herein with
respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Andrew J. Donohue
____________________________
Andrew J. Donohue, Secretary
legag\oppenser.art
Exhibit 24(b)(4)(d)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED VALUE FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED VALUE FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J303
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED VALUE FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(e)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED VALUE FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED VALUE FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J402
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED VALUE FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(f)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED VALUE FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED VALUE FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J857
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED VALUE FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(g)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED VALUE FUND
Class Y Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS Y SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED VALUE FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J816
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS Y SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED VALUE FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class Y Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(a)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED ALLOCATION FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED ALLOCATION
FUND, a series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J105
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED ALLOCATION FUND
(hereinafter called the "Corporation)", transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(b)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED ALLOCATION FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED ALLOCATION
FUND, a series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J204
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED ALLOCATION FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(c)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER DISCIPLINED ALLOCATION FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER DISCIPLINED ALLOCATION
FUND, a series fund of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J865
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
DISCIPLINED ALLOCATION FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(k)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN GROWTH FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN GROWTH FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J501
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN GROWTH FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(l)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN GROWTH FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN GROWTH FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J600
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN GROWTH FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(m)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN GROWTH FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN GROWTH FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J840
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN GROWTH FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(h)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN BALANCED FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN BALANCED FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF IN THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J709
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN BALANCED FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(i)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN BALANCED FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN BALANCED FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J808
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH PAR VALUE OF $.001 EACH OF OPPENHEIMER LIFESPAN
BALANCED FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(j)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN BALANCED FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN BALANCED FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J832
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN BALANCED FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(n)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN INCOME FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN INCOME FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J873
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN INCOME FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(o)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN INCOME FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN INCOME FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J881
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN INCOME FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(p)
OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER LIFESPAN INCOME FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER LIFESPAN INCOME FUND, a
series of Oppenheimer Series Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380J824
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER
LIFESPAN INCOME FUND
(hereinafter called the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject
to all of the provisions of the Articles of Incorporation of
the Corporation to all of which the holder by acceptance
hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER SERIES FUND, INC.
SEAL
1981
MARYLAND
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(6.1)
GENERAL DISTRIBUTOR'S AGREEMENT
Between
OPPENHEIMER SERIES FUND, INC.
on behalf of Oppenheimer Disciplined Value Fund
AND
OppenheimerFunds Distributor, Inc.
Date: March 18, 1996
OppenheimerFunds Distributor, Inc.
Two World Trade Center, Suite 3400
New York, NY 10048
Dear Sirs:
Oppenheimer Series Fund, Inc., a Maryland corporation (the
"Company"), is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite
number of one or more series or classes of its shares of stock have
been registered under the Securities Act of 1933 (the "1933 Act")
including shares ("Shares") of its series, Oppenheimer Disciplined
Value Fund (the "Fund") to be offered for sale to the public in a
continuous public offering in accordance with the terms and
conditions set forth in the Fund's Prospectus and Statement of
Additional Information ("SAI") included in the Company's
Registration Statement as it may be amended from time to time (the
"current Prospectus and/or SAI").
In this connection, the Company desires that your firm (the
"General Distributor") act in a principal capacity as General
Distributor for the sale and distribution of Shares of the Fund
which have been registered as described above and of any additional
Shares which may become registered during the term of this
Agreement. You have advised the Company that you are willing to
act as such General Distributor, and it is accordingly agreed by
and between us as follows:
1. Appointment of the Distributor. The Company hereby
appoints you as the sole General Distributor of shares of the Fund,
pursuant to the aforesaid continuous public offering of Shares, and
the Company further agrees from and after the date of this
Agreement, that neither it nor the Fund will, without your consent,
sell or agree to sell any Shares otherwise than through you, except
(a) the Fund may itself sell shares without sales charge as an
investment to the officers, trustees or directors and bona fide
present and former full-time employees of the Company or the Fund,
the Fund's Investment Adviser and affiliates thereof, and to other
investors who are identified in the current Prospectus and/or SAI
as having the privilege to buy Shares at net asset value; (b) the
Company may cause the Fund to issue shares in connection with a
merger, consolidation or acquisition of assets on such basis as may
be authorized
or permitted under the 1940 Act; (c) the Company may cause the Fund
to issue shares for the reinvestment of dividends and other
distributions of the Fund or of any other fund if permitted by the
current Prospectus and/or SAI; and (d) the Company may cause the
Fund to issue shares as underlying securities of a unit investment
trust if such unit investment trust has elected to use Shares as an
underlying investment; provided that in no event as to any of the
foregoing exceptions shall Shares be issued and sold at less than
the then-existing net asset value.
2. Sale of Shares. You hereby accept such appointment and
agree to use your best efforts to sell Shares, provided, however,
that when requested by the Company or the Fund at any time because
of market or other economic considerations or abnormal
circumstances of any kind, or when agreed to by mutual consent of
you and the Company or the Fund, you will suspend such efforts.
The Company or the Fund may also withdraw the offering of Shares at
any time when required by the provisions of any statute, order,
rule or regulation of any governmental body having jurisdiction.
It is understood that you do not undertake to sell all or any
specific number of Shares.
3. Sales Charge. Shares shall be sold by you at net asset
value plus a front-end sales charge not in excess of 8.5% of the
offering price, but which front-end sales charge shall be
proportionately reduced or eliminated for larger sales and under
other circumstances, in each case on the basis set forth in the
Fund's current Prospectus and/or SAI. The redemption proceeds of
shares offered and sold at net asset value with or without a front-
end sales charge may be subject to a contingent deferred sales
charge ("CDSC") under the circumstances described in the current
Prospectus and/or SAI. You may reallow such portion of the front-
end sales charge to dealers or cause payment (which may exceed the
front-end sales charge, if any) of commissions to brokers through
which sales are made, as you may determine, and you may pay such
amounts to dealers and brokers on sales of shares from your own
resources (such dealers and brokers shall collectively include all
domestic or foreign institutions eligible to offer and sell the
Shares), and in the event the Fund has more than one class of
Shares outstanding, then you may impose a front-end sales charge
and/or a CDSC on Shares of one class that is different from the
charges imposed on Shares of the Fund's other class(es), in each
case as set forth in the current Prospectus and/or SAI, provided
the front-end sales charge and CDSC to the ultimate purchaser do
not exceed the respective levels set forth for such category of
purchaser in the Fund's current Prospectus and/or SAI.
4. Purchase of Shares.
(a) As General Distributor, you shall have the right to
accept or reject orders for the purchase of Shares
at your discretion. Any consideration which you
may receive in connection with a rejected purchase
order will be returned promptly.
(b) You agree promptly to issue or to cause the duly
appointed transfer or shareholder servicing agent
of the Fund to issue as your agent confirmations of
all accepted purchase orders and to transmit a copy
of such confirmations to the Fund. The net asset
value of all Shares which are the subject of such
confirmations, computed in accordance with the
applicable rules under the 1940 Act, shall be a
liability of the General Distributor to the Company
on behalf of the Fund to be paid promptly after
receipt of payment from the originating dealer or
broker (or investor, in the case of direct
purchases) and not later than eleven business days
after such confirmation even if you have not
actually received payment from the originating
dealer or broker or investor. In no event shall
the General Distributor make payment to the Fund
later than permitted by applicable rules of the
National Association of Securities Dealers, Inc.
(c) If the originating dealer or broker shall fail to
make timely settlement of its purchase order in
accordance with applicable rules of the National
Association of Securities Dealers, Inc., or if a
direct purchaser shall fail to make good payment
for shares in a timely manner, you shall have the
right to cancel such purchase order and, at your
account and risk, to hold responsible the
originating dealer or broker, or investor. You
agree promptly to reimburse the Fund for losses
suffered by it that are attributable to any such
cancellation, or to errors on your part in relation
to the effective date of accepted purchase orders,
limited to the amount that such losses exceed
contemporaneous gains realized by the Fund for
either of such reasons with respect to other
purchase orders.
(d) In the case of a canceled purchase for the account
of a directly purchasing shareholder, the Company
on behalf of the Fund agrees that if such investor
fails to make you whole for any loss you pay to the
Fund on such canceled purchase order, the Fund will
reimburse you for such loss to the extent of the
aggregate redemption proceeds of any other shares
of the Fund owned by such investor, on your demand
that the Fund exercise its right to claim such
redemption proceeds. The Company on behalf of the
Fund shall register or cause to be registered all
Shares sold to you pursuant to the provisions
hereof in such names and amounts as you may request
from time to time and the Company on behalf of the
Fund shall issue or cause to be issued certificates
evidencing such Shares for delivery to you or
pursuant to your direction if and to the extent
that the shareholder account in question
contemplates the issuance of such certificates.
All Shares when so issued and paid for, shall be
fully paid and non-assessable by the Company on
behalf of the Fund (which shall not prevent the
imposition of any CDSC that may apply) to the
extent set forth in the current Prospectus and/or
SAI.
5. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you
are appointed and shall act as Agent of the Fund.
You are authorized, for so long as you act as
General Distributor of the Shares of the Fund, to
repurchase, from authorized dealers, certificated
or uncertificated Shares of the Fund on the basis
of orders received from each dealer with which you
have a dealer agreement for the sale of Shares
("authorized dealer") and permitting resales of
Shares to you, provided that such authorized
dealer, at the time of placing such resale order,
shall represent (i) if such Shares are represented
by certificate(s), that certificate(s) for the
Shares to be repurchased have been delivered to it
by the registered owner with a request for the
redemption of such Shares executed in the manner
and with the signature guarantee required by the
then-currently effective prospectus of the Fund, or
(ii) if such Shares are uncertificated, that the
registered owner(s) has delivered to the dealer a
request for the redemption of such Shares executed
in the manner and with the signature guarantee
required by the then-currently effective prospectus
of the Fund.
(b) You shall (a) have the right in your discretion to
accept or reject orders for the repurchase of
Shares; (b) promptly transmit confirmations of all
accepted repurchase orders; and (c) transmit a copy
of such confirmation to the Fund, or, if so
directed, to any duly appointed transfer or
shareholder servicing agent of the Fund. In your
discretion, you may accept repurchase requests made
by a financially responsible dealer which provides
you with indemnification in form satisfactory to
you in consideration of your acceptance of such
dealer's request in lieu of the written redemption
request of the owner of the account; you agree that
the Company shall be a third party beneficiary of
such indemnification on behalf of the Fund.
(c) Upon receipt by the Fund or its duly appointed
transfer or shareholder servicing agent of any
certificate(s) (if any has been issued) for
repurchased Shares and a written redemption request
of the registered owner(s) of such Shares executed
in the manner and bearing the signature guarantee
required by the then-currently effective Prospectus
or SAI of the Fund, the Fund will pay or cause its
duly appointed transfer or shareholder servicing
agent promptly to pay to the originating authorized
dealer the redemption price of the repurchased
Shares (other than repurchased Shares subject to
the provisions of part (d) of Section 5 of this
Agreement) next determined after your receipt of
the dealer's repurchase order.
(d) Notwithstanding the provisions of part (c) of
Section 5 of this Agreement, repurchase orders
received from an authorized dealer after the
determination of the Fund's redemption price on a
regular business day will receive that day's
redemption price if the request to the dealer by
its customer to arrange such repurchase prior to
the determination of the Fund's redemption price
that day complies with the requirements governing
such requests as stated in the current Prospectus
and/or SAI.
(e) You will make every reasonable effort and take all
reasonably available measures to assure the
accurate performance of all services to be
performed by you hereunder within the requirements
of any statute, rule or regulation pertaining to
the redemption of shares of a regulated investment
company and any requirements set forth in the then-
current Prospectus and/or SAI of the Fund. You
shall correct any error or omission made by you in
the performance of your duties hereunder of which
you shall have received notice in writing and any
necessary substantiating data; and you shall hold
the Company and the Fund harmless from the effect
of any errors or omissions which might cause an
over- or under-redemption of the Fund's Shares
and/or an excess or non-payment of dividends,
capital gains distributions, or other
distributions.
(f) In the event an authorized dealer initiating a
repurchase order shall fail to make delivery or
otherwise settle such order in accordance with the
rules of the National Association of Securities
Dealers, Inc., you shall have the right to cancel
such repurchase order and, at your account and
risk, to hold responsible the originating dealer.
In the event that any cancellation of a Share
repurchase order or any error in the timing of the
acceptance of a Share repurchase order shall result
in a gain or loss to the Fund, you agree promptly
to reimburse the Fund for any amount by which any
loss shall exceed then-existing gains so arising.
6. 1933 Act Registration. The Company has delivered to you
a copy of the Fund's current Prospectus and SAI. The Company
agrees that it will use its best efforts to continue the
effectiveness of its Registration Statement under the 1933 Act as
to the Shares of the Fund. The Company further agrees to prepare
and file any amendments to its Registration Statement as may be
necessary and any supplemental data in order to comply with the
1933 Act. The Fund will furnish you at your expense with a
reasonable number of copies of the Prospectus and SAI and any
amendments thereto for use in connection with the sale of Shares.
7. 1940 Act Registration. The Company has already
registered under the 1940 Act as an investment company, and it will
use its best efforts to maintain such registration and to comply
with the requirements of the 1940 Act as to the Shares of the Fund.
8. State Blue Sky Qualification. At your request, the
Company will take such steps as may be necessary and feasible to
qualify Shares of the Fund for sale in states, territories or
dependencies of the United States, the District of Columbia, the
Commonwealth of Puerto Rico and in foreign countries, in accordance
with the laws thereof, and to renew or extend any such
qualification; provided, however, that the Company shall not be
required to qualify Shares of the Fund or to maintain the
qualification of shares in any jurisdiction where it shall deem
such qualification disadvantageous to the Company or the Fund.
9. Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any
long or short position in the Shares, but this
provision shall not prevent you or your officers
from acquiring Shares for investment purposes only;
and
(b) You shall furnish to the Company on behalf of the
Fund any pertinent information required to be
inserted with respect to you as General Distributor
within the purview of the Securities Act of 1933 in
any reports or registration statement required to
be filed with any governmental authority; and
(c) You will not make any representations inconsistent
with the information contained in the current
Prospectus and/or SAI; and
(d) You shall maintain such records as may be
reasonably required for the Fund or its transfer or
shareholder servicing agent to respond to
shareholder requests or complaints, and to permit
the Company and the Fund to maintain proper
accounting records, and you shall make such records
available to the Fund and its transfer agent or
shareholder servicing agent upon request; and
(e) In performing under this Agreement, you shall
comply with all requirements of the Fund's current
Prospectus and/or SAI and all applicable laws,
rules and regulations with respect to the purchase,
sale and distribution of Shares.
10. Allocation of Costs. The Company shall cause the Fund to
pay the cost of composition and printing of sufficient copies of
its Prospectus and SAI as shall be required for periodic
distribution to its shareholders and the expense of registering
Shares for sale under federal securities laws. You shall pay the
expenses normally attributable to the sale of Shares, other than as
paid under the Fund's Distribution Plan or Plans under Rule 12b-1
of the 1940 Act, including the cost of printing and mailing of the
Prospectus (other than those furnished to existing shareholders)
and any sales literature used by you in the public sale of the
Shares and for registering such shares under state blue sky laws
pursuant to paragraph 8.
11. Duration. This Agreement shall take effect on the date
first written above, and shall supersede any and all prior General
Distributor's Agreements by and among you and the Company on behalf
of the Fund. Unless earlier terminated pursuant to paragraph 12
hereof, this Agreement shall remain in effect until September 30,
1997. This Agreement shall continue in effect from year to year
thereafter, provided that such continuance shall be specifically
approved at least annually: (a) by the Company's Board of Directors
or by vote of a majority of the voting securities of the Fund; and
(b) by the vote of a majority of the Directors, who are not parties
to this Agreement or "interested persons" (as defined the 1940 Act)
of any such person, cast in person at a meeting called for the
purpose of voting on such approval.
12. Termination. This Agreement may be terminated (a) by the
General Distributor at any time without penalty by giving sixty
days' written notice (which notice may be waived by the Company or
the Fund); (b) by the Company on behalf of the Fund at any time
without penalty upon sixty days' written notice to the General
Distributor (which notice may be waived by the General
Distributor); or (c) by mutual consent of the Company on behalf of
the Fund and the General Distributor, provided that such
termination on behalf of the Fund shall be directed or approved by
the Board of Directors of the Fund or by the vote of the holders of
a "majority" of the outstanding voting securities of the Fund. In
the event this Agreement is terminated on behalf of the Fund, the
General Distributor shall be entitled to be paid the CDSC under
paragraph 3 hereof on the redemption proceeds of Shares sold prior
to the effective date of such termination.
13. Assignment. This Agreement may not be amended or changed
except in writing and shall be binding upon and shall enure to the
benefit of the parties hereto and their respective successors;
however, this Agreement shall not be assigned by either party and
shall automatically terminate upon assignment.
14. Limitation of Liability. The General Distributor
understands and agrees that the obligations of the Company under
this Agreement relate only to the shares and the property of the
Fund as a series of the Company.
15. Section Headings. The heading of each section is for
descriptive purposes only, and such headings are not to be
construed or interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding, so
indicate by signing in the space provided below.
Oppenheimer Series Fund, Inc.
on behalf of Oppenheimer Disciplined
Value Fund
By: /s/ Andrew J. Donohue
__________________________
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
By: /s/ Andrew J. Donohue
_____________________________
Executive Vice President
and Director
OFMI\375A
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Disciplined Value Fund:
We consent to the use of our report dated November 21, 1996
included herein and to the reference to our firm under the heading
"Financial Highlights" in Part A of the Registration Statement.
/s/ KPMG Peat Marwick LLP
- -------------------------------------
KPMG Peat Marwick LLP
Denver, Colorado
December 12, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports on Oppenheimer Series Fund, Inc. Disciplined Allocation,
LifeSpan Balanced, LifeSpan Growth and LifeSpan Income Funds
(formerly Connecticut Mutual Investment Accounts, Inc. Total
Return, LifeSpan Balanced, LifeSpan Capital Appreciation, and
LifeSpan Diversified Income Accounts, respectively) dated February
15, 1996 incorporated by reference in Oppenheimer Series Fund,
Inc.'s Form N-1A Post Effective Amendment No. 31 under the
Securities Act of 1933 and Amendment No. 32 under the Investment
Company Act of 1940.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Hartford, Connecticut
December 16, 1996
Exhibit 24(b)(15.3)
SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER DISCIPLINED VALUE FUND AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS A SHARES
SERVICE PLAN AND AGREEMENT dated the 18th day of March, 1996, by
and between Oppenheimer Series Fund, Inc., on behalf of its series,
Oppenheimer Disciplined Value Fund (the "Fund"), and
OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan for its
Class A Shares described in the Fund's registration statement as of
the date this Plan takes effect, contemplated by and to comply with
Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, pursuant to which the
Fund will reimburse the Distributor for a portion of its costs
incurred in connection with the personal service and the
maintenance of shareholder accounts ("Accounts") that hold Class A
Shares (the "Shares") of such series and class of the Fund. The
Fund may be deemed to be acting as distributor of securities of
which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of
this Plan. The Distributor is authorized under the Plan to pay
"Recipients," as hereinafter defined, for rendering services and
for the maintenance of Accounts. Such Recipients are intended to
have certain rights as third-party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
financial institution which: (i) has rendered services in
connection with the personal service and maintenance of
Accounts; (ii) shall furnish the Distributor (on behalf of the
Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning such
service; and (iii) has been selected by the Distributor to
receive payments under the Plan. Notwithstanding the foregoing,
a majority of the Fund's Board of Directors (the "Board") who
are not "interested persons" (as defined in the 1940 Act) and
who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this
Plan (the "Independent Directors") may remove any broker,
dealer, bank or other institution as a Recipient, whereupon
such entity's rights as a third party beneficiary hereof shall
terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient,
or (ii) such brokerage or other customers, or investment
advisory or other clients of such Recipient and/or accounts as
to which such Recipient is a fiduciary or custodian or co-
fiduciary or co-custodian (collectively, the "Customers"), but
in no event shall any such Shares be deemed owned by more than
one Recipient for purposes of this Plan. In the event that two
entities would otherwise qualify as Recipients as to the same
Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares
for purposes of this Plan.
3. Payments for Distribution Assistance.
(a) Under the Plan, the Fund will make payments to the
Distributor, within forty-five (45) days of the end of each
calendar quarter, in the amount of the lesser of: (i) .0625%
(.25% on an annual basis) of the average during the calendar
quarter of the aggregate net asset value of the Shares computed
as of the close of each business day, or (ii) the Distributor's
actual expenses under the Plan for that quarter of the type
approved by the Board. The Distributor will use such fee
received from the Fund in its entirety to reimburse itself for
payments to Recipients and for its other expenditures and costs
of the type approved by the Board incurred in connection with
the personal service and maintenance of Accounts including, but
not limited to, the services described in the following
paragraph. The Distributor may make Plan payments to any
"affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and
Recipients in connection with the personal service and the
maintenance of Accounts may include, but shall not be
limited to, the following: answering routine inquiries
from the Recipient's customers concerning the Fund,
providing such customers with information on their
investment in shares, assisting in the establishment and
maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options
available, and providing such other information and
customer liaison services and the maintenance of Accounts
as the Distributor or the Fund may reasonably request. It
may be presumed that a Recipient has provided services
qualifying for compensation under the Plan if it has
Qualified Holdings of Shares to entitle it to payments
under the Plan. In the event that either the Distributor
or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a
Recipient may not be rendering appropriate services, then
the Distributor, at the request of the Board, shall require
the Recipient to provide a written report or other
information to verify that said Recipient is providing
appropriate services in this regard. If the Distributor
still is not satisfied, it may take appropriate steps to
terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary
hereunder shall terminate.
Payments received by the Distributor from the Fund under
the Plan will not be used to pay any interest expense,
carrying charge or other financial costs, or allocation of
overhead of the Distributor, or for any other purpose other
than for the payments described in this Section 3. The
amount payable to the Distributor each quarter will be
reduced to the extent that reimbursement payments otherwise
permissible under the Plan have not been authorized by the
Board for that quarter. Any unreimbursed expenses incurred
for any quarter by the Distributor may not be recovered in
later periods.
(b) The Distributor shall make payments to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed .0625% (.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of the Shares computed as of the
close of each business day of Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers.
However, no such payments shall be made to any Recipient
for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum
amount ("Minimum Qualified Holdings"), if any, to be set
from time to time by a majority of the Independent
Directors. A majority of the Independent Directors may at
any time or from time to time increase or decrease and
thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rate
set forth above, and/or increase or decrease the number of
shares constituting Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum
Qualified Holdings and the rate of payments hereunder
applicable to Recipients, and shall provide each such
Recipient with written notice within thirty (30) days after
any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised
current prospectus shall be sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which
may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of
OFI), from its own resources.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection or replacement of Independent Directors and
the nomination of those persons to be Directors of the Fund who are
not "interested persons" of the Fund shall be committed to the
discretion of the Independent Directors. Nothing herein shall
prevent the Independent Directors from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Independent Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Fund shall provide at least quarterly a written report to the
Fund's Board for its review, detailing the amount of all payments
made pursuant to this Plan, the identity of the Recipient of each
such payment, and the purposes for which the payments were made.
The report shall state whether all provisions of Section 3 of this
Plan have been complied with. The Distributor shall annually
certify to the Board the amount of its total expenses incurred that
year with respect to the personal service and maintenance of
Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be
terminated at any time, without payment of any penalty, by vote of
a majority of the Independent Directors or by a vote of the holders
of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding Shares of the Class, on not more than sixty days
written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
the Board and its Independent Directors cast in person at a
meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Independent Directors cast
in person at a meeting called on November 17, 1995 for the purpose
of voting on this Plan, and shall take effect on the date first
noted above. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1997 and from year to year
thereafter or as the Board may otherwise determine only so long as
such continuance is specifically approved at least annually by the
Board and its Independent Directors cast in person at a meeting
called for the purpose of voting on such continuance. This Plan
may be terminated at any time by vote of a majority of the
Independent Directors or by the vote of the holders of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting
securities of the Class. This Plan may not be amended to increase
materially the amount of payments to be made without approval of
the Class A Shareholders, in the manner described above, and all
material amendments must be approved by a vote of the Board and of
the Independent Directors.
OPPENHEIMER SERIES FUND, INC.
on behalf of Oppenheimer Disciplined
Value Fund
By: /s/ Andrew J. Donohue
_____________________
Secretary
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: Andrew J. Donohue
_________________________
Executive Vice President and
Director
OFDI/376A
Exhibit 24(b)(15.4)
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER DISCIPLINED VALUE FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the
18th day of March, 1996, by and between Oppenheimer Series Fund,
Inc. (the "Company"), on behalf of its series, Oppenheimer
Disciplined Value Fund (the "Fund"), and OppenheimerFunds
Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and
service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund
will compensate the Distributor for its services in connection with
the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts").
The Fund may act as distributor of securities of which it is the
issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Article III, Section 26, of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., or its successor
(the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which
the Fund relies, issued at any time by the Securities and Exchange
Commission.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares
or has provided administrative support services with respect
to Shares held by Customers (defined below) of the Recipient;
(ii) shall furnish the Distributor (on behalf of the Fund)
with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning the
sale of Shares; and (iii) has been selected by the Distributor
to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Company's Board of Directors (the
"Board") who are not "interested persons" (as defined in the
1940 Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements
relating to this Plan (the "Independent Directors") may remove
any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a
third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient,
or (ii) such brokerage or other customers, or investment
advisory or other clients of such Recipient and/or accounts as
to which such Recipient is a fiduciary or custodian or co-
fiduciary or co-custodian (collectively, the "Customers"), but
in no event shall any such Shares be deemed owned by more than
one Recipient for purposes of this Plan. In the event that
more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the
dealer of record on the Fund's books as determined by the
Distributor shall be deemed the Recipient as to such Shares
for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor, (i)
within forty-five (45) days of the end of each calendar
quarter, in the aggregate amount of 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the
close of each business day (the "Service Fee"), plus (ii)
within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of
Shares computed as of the close of each business day (the
"Asset-Based Sales Charge") outstanding for six years or less
(the "Maximum Holding Period"). Such Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset-Based Sales Charge payments
received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection
with the sale of Shares.
The administrative support services in connection with
the Accounts to be rendered by Recipients may include, but
shall not be limited to, the following: answering routine
inquiries concerning the Fund, assisting in the establishment
and maintenance of accounts or sub-accounts in the Fund and
processing Share redemption transactions, making the Fund's
investment plans and dividend payment options available, and
providing such other information and services in connection
with the rendering of personal services and/or the maintenance
of Accounts, as the Distributor or the Fund may reasonably
request.
The distribution assistance in connection with the sale
of Shares to be rendered by the Distributor and Recipients may
include, but shall not be limited to, the following:
distributing sales literature and prospectuses other than
those furnished to current holders of the Fund's Shares
("Shareholders"), and providing such other information and
services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided
distribution assistance or administrative support services
qualifying for payment under the Plan if it has Qualified
Holdings of Shares to entitle it to payments under the Plan.
In the event that either the Distributor or the Board should
have reason to believe that, notwithstanding the level of
Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the
sale of Shares or administrative support services for
Accounts, then the Distributor, at the request of the Board,
shall require the Recipient to provide a written report or
other information to verify that said Recipient is providing
appropriate distribution assistance and/or services in this
regard. If the Distributor or the Board still is not
satisfied, either may take appropriate steps to terminate the
Recipient's status as such under the Plan, whereupon such
Recipient's rights as a third-party beneficiary hereunder
shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed 0.0625% (0.25%
on an annual basis) of the average during the calendar quarter
of the aggregate net asset value of Shares computed as of the
close of each business day, constituting Qualified Holdings
owned beneficially or of record by the Recipient or by its
Customers for a period of more than the minimum period (the
"Minimum Holding Period"), if any, to be set from time to time
by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option,
make service fee payments ("Advance Service Fee Payments") to
any Recipient quarterly, within forty-five (45) days of the
end of each calendar quarter, at a rate not to exceed (i)
0.25% of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close
of business on the day such Shares are sold, constituting
Qualified Holdings sold by the Recipient during that quarter
and owned beneficially or of record by the Recipient or by its
Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of
more than one (1) year, subject to reduction or chargeback so
that the Advance Service Fee Payments do not exceed the limits
on payments to Recipients that are, or may be, imposed by
Article III, Section 26, of the NASD Rules of Fair Practice.
In the event Shares are redeemed less than one year after the
date such Shares were sold, the Recipient is obligated and
will repay to the Distributor on demand a pro rata portion of
such Advance Service Fee Payments, based on the ratio of the
time such shares were held to one (1) year.
The Advance Service Fee Payments described in part (i) of
this paragraph (b) may, at the Distributor's sole option, be
made more often than quarterly, and sooner than the end of the
calendar quarter. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified
Holdings do not equal or exceed, at the end of such quarter,
the minimum amount ("Minimum Qualified Holdings"), if any, to
be set from time to time by a majority of the Independent
Directors.
A majority of the Independent Directors may at any time
or from time to time decrease and thereafter adjust the rate
of fees to be paid to the Distributor or to any Recipient, but
not to exceed the rate set forth above, and/or direct the
Distributor to increase or decrease the Minimum Holding Period
or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings,
Maximum Holding Period and Minimum Holding Period, if any, and
the rate of payments hereunder applicable to Recipients, and
shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of
such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice. The
Distributor may make Plan payments to any "affiliated person"
(as defined in the 1940 Act) of the Distributor if such
affiliated person qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Article III, Section 26, of the NASD Rules of
Fair Practice. The distribution assistance and administrative
support services to be rendered by the Distributor in
connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any
broker, dealer, bank or other person or entity that sells
Shares, and\or paying such persons Advance Service Fee
Payments in advance of, and\or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor
who support distribution of Shares by Recipients; (iii)
obtaining financing or providing such financing from its own
resources, or from an affiliate, for the interest and other
borrowing costs of the Distributor's unreimbursed expenses
incurred in rendering distribution assistance and
administrative support services to the Fund; (iv) paying other
direct distribution costs, including without limitation the
costs of sales literature, advertising and prospectuses (other
than those furnished to current Shareholders) and state "blue
sky" registration expenses; and (v) any service rendered by
the Distributor that a Recipient may render pursuant to part
(a) of this Section 3. Such services include distribution
assistance and administrative support services rendered in
connection with Shares acquired (i) by purchase, (ii) in
exchange for shares of another investment company for which
the Distributor serves as distributor or sub-distributor, or
(ii) pursuant to a plan of reorganization to which the Fund is
a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at
the request of the Board, shall provide the Board with a
written report or other information to verify that the
Distributor is providing appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources
(which may include profits derived from the advisory fee it
receives from the Fund), or (ii) by the Distributor (a
subsidiary of OFI), from its own resources, from Asset-Based
Sales Charge payments or from its borrowings.
(e) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to
make any payment whatsoever to any person or entity other than
directly to the Distributor. In no event shall the amounts to
be paid to the Distributor exceed the rate of fees to be paid
by the Fund to the Distributor set forth in paragraph (a) of
this section 3.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those persons to be
Directors of the Fund who are not "interested persons" of the Fund
("Disinterested Directors") shall be committed to the discretion of
such Disinterested Directors. Nothing herein shall prevent the
Disinterested Directors from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Fund shall provide written reports to the Fund's Board for its
review, detailing services rendered in connection with the
distribution of the Shares, the amount of all payments made and the
purpose for which the payments were made. The reports shall be
provided quarterly, and shall state whether all provisions of
Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be
terminated at any time, without payment of any penalty, by a vote
of a majority of the Independent Directors or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Directors cast in person at
a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Board and its Independent
Directors cast in person at a meeting called on November 17, 1995,
for the purpose of voting on this Plan, and shall take effect on
the date first written above. Unless terminated as hereinafter
provided, it shall continue in effect until December 31, 1997 and
from year to year thereafter or as the Board may otherwise
determine only so long as such continuance is specifically approved
at least annually by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may not be amended to
increase materially the amount of payments to be made without
approval of the Class B Shareholders, in the manner described
above, and all material amendments must be approved by a vote of
the Board and of the Independent Directors. This Plan may be
terminated at any time by vote of a majority of the Independent
Directors or by the vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the
Class. In the event of such termination, the Board and its
Independent Directors shall determine whether the Distributor shall
be entitled to payment from the Fund of all or a portion of the
Service Fee and/or the Asset-Based Sales Charge in respect of
Shares sold prior to the effective date of such termination.
OPPENHEIMER SERIES FUND, INC.,
on behalf of Oppenheimer
Disciplined Value Fund
By: /s/ Andrew J. Donohue
___________________________
Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:/s/ Andrew J. Donohue
______________________________
Executive Vice President
and Director
ofmi\376b
Exhibit 24(b)(15.5)
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS C SHARES OF
OPPENHEIMER DISCIPLINED VALUE FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the
1st day of May, 1996, by and between Oppenheimer Series Fund, Inc.
(the "Company") on behalf of Oppenheimer Disciplined Value Fund
(the "Fund") and OppenheimerFunds Distributor, Inc. (the
"Distributor").
1. The Plan. This Plan is the Fund's written distribution plan
for Class C shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the
"1940 Act"), pursuant to which the Fund will compensate the
Distributor for a portion of its costs incurred in connection with
the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts").
The Fund may act as distributor of securities of which it is the
issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Article III, Section 26, of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., or its successor
(the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution related expenses or to a plan of
distribution, to which the Fund is subject under any order on which
the Fund relies, issued at any time by the Securities and Exchange
Commission.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares
or has provided administrative support services with respect
to Shares held by Customers (defined below) of the Recipient;
(ii) shall furnish the Distributor (on behalf of the Fund)
with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning the
sale of Shares; and (iii) has been selected by the Distributor
to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Company's Board of Directors (the
"Board") who are not "interested persons" (as defined in the
1940 Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements
relating to this Plan (the "Independent Directors") may remove
any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a
third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient,
or (ii) such brokerage or other customers, or investment
advisory or other clients of such Recipient and/or accounts as
to which such Recipient is a fiduciary or custodian or co-
fiduciary or co-custodian (collectively, the "Customers"), but
in no event shall any such Shares be deemed owned by more than
one Recipient for purposes of this Plan. In the event that
more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the
dealer of record on the Fund's books as determined by the
Distributor shall be deemed the Recipient as to such Shares
for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor, within
forty-five (45) days of the end of each calendar quarter, in
the aggregate amount (i) of 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate
net asset value of the Shares computed as of the close of each
business day (the "Service Fee"), plus (ii) 0.1875% (0.75% on
an annual basis) of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the
close of each business day (the "Asset Based Sales Charge").
Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts.
Such Asset Based Sales Charge payments received from the Fund
will compensate the Distributor and Recipients for providing
distribution assistance in connection with the sale of Shares.
The administrative support services in connection with
the Accounts to be rendered by Recipients may include, but
shall not be limited to, the following: answering routine
inquiries concerning the Fund, assisting in establishing and
maintaining accounts or sub-accounts in the Fund and
processing Share redemption transactions, making the Fund's
investment plans and dividend payment options available, and
providing such other information and services in connection
with the rendering of personal services and/or the maintenance
of Accounts, as the Distributor or the Fund may reasonably
request.
The distribution assistance in connection with the sale of
Shares to be rendered by Recipients may include, but shall not
be limited to, the following: distributing sales literature
and prospectuses other than those furnished to current holders
of the Fund's Shares ("Shareholders"), and providing such
other information and services in connection with the
distribution of Shares as the Distributor or the Fund may
reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for
payment under the Plan if it has Qualified Holdings of Shares
to entitle it to payments under the Plan. In the event that
either the Distributor or the Board should have reason to
believe that, notwithstanding the level of Qualified Holdings,
a Recipient may not be rendering appropriate distribution
assistance in connection with the sale of Shares or
administrative support services for the Accounts, then the
Distributor, at the request of the Board, shall require the
Recipient to provide a written report or other information to
verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If
the Distributor or the Board still is not satisfied, either
may take appropriate steps to terminate the Recipient's status
as such under the Plan, whereupon such Recipient's rights as
a third-party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed 0.0625% (0.25%
on an annual basis) of the average during the calendar quarter
of the aggregate net asset value of Shares, computed as of the
close of each business day constituting Qualified Holdings
owned beneficially or of record by the Recipient or by its
Customers for a period of more than the minimum period (the
"Minimum Holding Period"), if any, to be set from time to time
by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed (i) 0.25% of
the average during the calendar quarter of the aggregate net
asset value of Shares, computed as of the close of business on
the day such Shares are sold, constituting Qualified Holdings
sold by the Recipient during that quarter and owned
beneficially or of record by the Recipient or by its
Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of
more than one (1) year, subject to reduction or chargeback so
that the Advance Service Fee Payments do not exceed the limits
on payments to Recipients that are, or may be, imposed by
Article III, Section 26, of the NASD Rules of Fair Practice.
In the event Shares are redeemed less than one year after the
date such Shares were sold, the Recipient is obligated and
will repay to the Distributor on demand a pro rata portion of
such Advance Service Fee Payments, based on the ratio of the
time such shares were held to one (1) year.
The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be
made more often than quarterly, and sooner than the end of the
calendar quarter. In addition, the Distributor shall make
asset-based sales charge payments to any Recipient quarterly,
within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.1875% (0.75% on an annual
basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close
of each business day constituting Qualified Holdings owned
beneficially or of record by the Recipient or its Customers
for a period of more than one (1) year. However, no such
service fee or asset-based sales charge payments
(collectively, the "Recipient Payments") shall be made to any
Recipient for any such quarter in which its Qualified
Holdings do not equal or exceed, at the end of such quarter,
the minimum amount ("Minimum Qualified Holdings"), if any, to
be set from time to time by a majority of the Independent
Directors.
A majority of the Independent Directors may at any time or
from time to time decrease and thereafter adjust the rate of
fees to be paid to the Distributor or to any Recipient, but
not to exceed the rates set forth above, and/or direct the
Distributor to increase or decrease the Minimum Holding Period
or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings or
Minimum Holding Period, if any, and the rates of Recipient
Payments hereunder applicable to Recipients, and shall provide
each Recipient with written notice within thirty (30) days
after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The
Distributor may make Plan payments to any "affiliated person"
(as defined in the 1940 Act) of the Distributor if such
affiliated person qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Article III, Section 26, of the NASD Rules of
Fair Practice. The distribution assistance and administrative
support services in connection with the sale of Shares to be
rendered by the Distributor may include, but shall not be
limited to, the following: (i) paying sales commissions to any
broker, dealer, bank or other person or entity that sell
Shares, and\or paying such persons Advance Service Fee
Payments in advance of, and\or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor
who support distribution of Shares by Recipients; (iii)
obtaining financing or providing such financing from its own
resources, or from an affiliate, for the interest and other
borrowing costs of the Distributor's unreimbursed expenses
incurred in rendering distribution assistance and
administrative support services to the Fund; (iv) paying other
direct distribution costs of the type approved by the Board,
including without limitation the costs of sales literature,
advertising and prospectuses (other than those furnished to
current Shareholders) and state "blue sky" registration
expenses; and (v) providing any service rendered by the
Distributor that a Recipient may render pursuant to part (a)
of this Section 3. Such services include distribution
assistance and administrative support services rendered in
connection with Shares acquired (i) by purchase, (ii) in
exchange for shares of another investment company for which
the Distributor serves as distributor or sub-distributor, or
(iii) pursuant to a plan of reorganization to which the Fund
is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at
the request of the Board, shall provide the Board with a
written report or other information to verify that the
Distributor is providing appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources
(which may include profits derived from the advisory fee it
receives from the Fund), or (ii) by the Distributor (a
subsidiary of OFI), from its own resources, from Asset Based
Sales Charge payments or from its borrowings.
(e) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to
make any payment whatsoever to any person or entity other than
directly to the Distributor. In no event shall the amounts to
be paid to the Distributor exceed the rate of fees to be paid
by the Fund to the Distributor set forth in paragraph (a) of
this section 3.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those persons to be
Directors of the Company who are not "interested persons" of the
Fund ("Disinterested Directors") shall be committed to the
discretion of such Disinterested Directors. Nothing herein shall
prevent the Disinterested Directors from soliciting the views or
the involvement of others in such selection or nomination if the
final decision on any such selection and nomination is approved by
a majority of the incumbent Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Fund shall provide written reports to the Fund's Board for its
review, detailing services rendered in connection with the
distribution of Shares, the amount of all payments made and the
purpose for which the payments were made. The reports shall be
provided quarterly and shall state whether all provisions of
Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be
terminated at any time, without payment of any penalty, by a vote
of a majority of the Independent Directors or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Directors cast in person at
a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Board and its Independent
Directors cast in person at a meeting called on February 26, 1996,
for the purpose of voting on this Plan, and takes effect as of the
date first set forth above. Unless terminated as hereinafter
provided, it shall continue in effect from year to year from the
date first set forth above or as the Board may otherwise determine
only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Directors cast
in person at a meeting called for the purpose of voting on such
continuance. This Plan may not be amended to increase materially
the amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material
amendments must be approved by a vote of the Board and of the
Independent Directors. This Plan may be terminated at any time by
vote of a majority of the Independent Directors or by the vote of
the holders of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities of the Class. In the event of
such termination, the Board and its Independent Directors shall
determine whether the Distributor is entitled to payment from the
Fund of all or a portion of the Service Fee and/or the Asset-Based
Sales Charge in respect of Shares sold prior to the effective date
of such termination.
Oppenheimer Series Fund, Inc.
(on behalf of Oppenheimer Disciplined
Value Fund)
By: /s/ Andrew J. Donohue
_________________________
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Andrew J. Donohue
_____________________________
Executive Vice President and
Director
OFMI/377C
Oppenheimer Disciplined Value Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are
calculated as described below, on the basis of the Fund's
distributions, for the past 10 years which are as follows:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
12/23/86 0.1288000 0.0000000 12.110
05/08/87 0.0067000 0.6489000 13.800
2/23/87 0.1133000 0.0000000 14.120
12/23/87 0.1024000 0.0000000 11.500
12/31/87 0.0000000 1.4031000 9.800
06/23/88 0.1076000 0.0000000 10.840
08/09/88 0.0032000 0.0000000 10.660
12/28/88 0.0898000 0.0000000 10.940
06/23/89 0.1739000 0.0000000 13.150
08/08/89 0.0032000 0.0000000 14.180
12/28/89 0.3234000 1.2471000 12.910
06/22/90 0.2125000 0.0000000 13.160
08/09/90 0.0078000 0.0696000 12.450
12/28/90 0.1246000 0.0000000 11.580
06/25/91 0.1492000 0.0000000 13.230
08/07/91 0.0001740 0.0000000 14.060
12/30/91 0.1023748 1.2225544 14.330
06/25/92 0.1284000 0.0000000 14.070
08/13/92 0.0006025 0.0544445 14.360
12/29/92 0.1313754 1.5831824 14.160
06/25/93 0.1771000 0.3354085 15.550
08/05/93 0.0015951 0.0000000 15.720
12/29/93 0.1191825 1.3654598 15.190
06/27/94 0.1106000 0.0000000 14.410
08/11/94 0.0001066 0.1453600 14.970
12/29/94 0.1042681 0.4793800 14.220
06/27/95 0.1293000 0.0000000 16.480
08/24/95 0.0002974 0.0899600 17.260
12/28/95 0.1197963 1.1515100 17.750
06/18/96 0.0950000 0.1190000 18.650
Class B Shares
12/28/95 0.0150773 1.1515100 17.830
06/18/96 0.0670000 0.1190000 18.830
Class C Shares
06/18/96 0.0950000 0.1190000 18.640
Oppenheimer Disciplined Fund
Page 2
1. Average Annual Total Returns for the Periods Ended 10/31/96:
The formula for calculating average annual total return is as follows:
1 ERV n
- --------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,134.16 1 $2,019.21 .2
(---------) - 1 = 13.42% (---------) - 1 = 15.09%
$1,000 $1,000
Ten Year
$3,705.89 .1
(---------) - 1 = 14.00%
$1,000
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for the
first year, and 4.00% for the inception year:
One Year Inception
$1,151.80 1 $1,153.03 .9254
(---------) - 1 = 15.18% (---------) - 1 = 14.09%
$1,000 $1,000
Oppenheimer Disciplined Value Fund
Page 3
1. Average Annual Total Returns for the Periods Ended 10/31/96 (Continued):
Examples at NAV:
Class A Shares
One Year Five Year
$1,203.33 1 $2,142.38 .2
(---------) - 1 = 20.33% (---------) - 1 = 16.46%
$1,000 $1,000
Ten Year
$3,932.12 .1
(---------) - 1 = 14.67%
$1,000
Class B Shares
One Year Inception
$1,201.80 1 $1,193.02 .9254
(---------) - 1 = 20.18% (---------) - 1 = 17.74%
$1,000 $1,000
2. Cumulative Total Returns for the Periods Ended 10/31/96:
The formula for calculating cumulative total return is as follows:
ERV - P
- ------- = Cumulative Total Return
P
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,134.16 - $1,000 $2,019.21 - $1,000
- ------------------ = 13.42% ------------------ = 101.92%
$1,000 $1,000
Ten Year
$3,705.89 - $1,000
------------------ = 270.59%
$1,000
Oppenheimer Disciplined Value Fund
Page 4
2. Cumulative Total Returns for the Periods Ended 10/31/96 (Continued):
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for the
first year, and 4.00% for the inception year:
One Year Inception
$1,151.80 - $1,000 $1,153.03 - $1,000
------------------ = 15.18% ------------------ = 15.30%
$1,000 $1,000
Class C Shares
Example assuming a maximum contingent deferred sales charge of 1.00% for the
inception year:
Inception
$1,043.47 - $1,000
------------------ = 4.35%
$1,000
Examples at NAV:
Class A Shares
One Year Five Year
$1,203.33 - $1,000 $2,142.38 - $1,000
- ------------------ = 20.33% ------------------ = 114.24%
$1,000 $1,000
Ten Year
$3,932.12 - $1,000
------------------ = 293.21%
$1,000
Class B Shares
One Year Inception
$1,201.80 - $1,000 $1,193.02 - $1,000
- ------------------ = 20.18% ------------------ = 19.30%
$1,000 $1,000
Class C Shares
Inception
$1,053.47 - $1,000
------------------ = 5.35%
$1,000
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 356865
<NAME> Oppenheimer Disciplined Value Fund - A
<SERIES>
<NUMBER> 5
<NAME> Oppenheimer Series Fund, Inc.
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 159,965,336
<INVESTMENTS-AT-VALUE> 186,354,504
<RECEIVABLES> 1,387,202
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,903,355
<TOTAL-ASSETS> 189,645,061
<PAYABLE-FOR-SECURITIES> 2,107,323
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,230
<TOTAL-LIABILITIES> 2,291,553
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,189,214
<SHARES-COMMON-STOCK> 9,201,201
<SHARES-COMMON-PRIOR> 6,619,121
<ACCUMULATED-NII-CURRENT> 479,425
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13,295,701
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,389,168
<NET-ASSETS> 180,784,352
<DIVIDEND-INCOME> 1,741,056
<INTEREST-INCOME> 735,017
<OTHER-INCOME> 0
<EXPENSES-NET> 1,326,444
<NET-INVESTMENT-INCOME> 1,149,629
<REALIZED-GAINS-CURRENT> 13,385,207
<APPREC-INCREASE-CURRENT> 665,122
<NET-CHANGE-FROM-OPS> 15,199,958
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 669,566
<DISTRIBUTIONS-OF-GAINS> 841,952
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,132,678
<NUMBER-OF-SHARES-REDEEMED> 630,553
<SHARES-REINVESTED> 79,955
<NET-CHANGE-IN-ASSETS> 68,518,976
<ACCUMULATED-NII-PRIOR> 11,438
<ACCUMULATED-GAINS-PRIOR> 775,236
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 719,186
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,326,444
<AVERAGE-NET-ASSETS> 135,939,620
<PER-SHARE-NAV-BEGIN> 17.84
<PER-SHARE-NII> 0.15
<PER-SHARE-GAIN-APPREC> 1.88
<PER-SHARE-DIVIDEND> 0.10
<PER-SHARE-DISTRIBUTIONS> 0.12
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.65
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 356865
<NAME> Oppenheimer Disciplined Value Fund - B
<SERIES>
<NUMBER> 5
<NAME> Oppenheimer Series Fund, Inc.
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 159,965,336
<INVESTMENTS-AT-VALUE> 186,354,504
<RECEIVABLES> 1,387,202
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,903,355
<TOTAL-ASSETS> 189,645,061
<PAYABLE-FOR-SECURITIES> 2,107,323
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,230
<TOTAL-LIABILITIES> 2,291,553
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,189,214
<SHARES-COMMON-STOCK> 296,100
<SHARES-COMMON-PRIOR> 39,640
<ACCUMULATED-NII-CURRENT> 479,425
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13,295,701
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,389,168
<NET-ASSETS> 5,854,228
<DIVIDEND-INCOME> 1,741,056
<INTEREST-INCOME> 735,017
<OTHER-INCOME> 0
<EXPENSES-NET> 1,326,444
<NET-INVESTMENT-INCOME> 1,149,629
<REALIZED-GAINS-CURRENT> 13,385,207
<APPREC-INCREASE-CURRENT> 665,122
<NET-CHANGE-FROM-OPS> 15,199,958
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,039
<DISTRIBUTIONS-OF-GAINS> 19,962
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 261,924
<NUMBER-OF-SHARES-REDEEMED> 6,999
<SHARES-REINVESTED> 1,535
<NET-CHANGE-IN-ASSETS> 68,518,976
<ACCUMULATED-NII-PRIOR> 11,438
<ACCUMULATED-GAINS-PRIOR> 775,236
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 719,186
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,326,444
<AVERAGE-NET-ASSETS> 2,903,000
<PER-SHARE-NAV-BEGIN> 18.08
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 1.83
<PER-SHARE-DIVIDEND> 0.07
<PER-SHARE-DISTRIBUTIONS> 0.12
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.77
<EXPENSE-RATIO> 1.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 356865
<NAME> Oppenheimer Disciplined Value Fund - C
<SERIES>
<NUMBER> 5
<NAME> Oppenheimer Series Fund, Inc.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 159,965,336
<INVESTMENTS-AT-VALUE> 186,354,504
<RECEIVABLES> 1,387,202
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,903,355
<TOTAL-ASSETS> 189,645,061
<PAYABLE-FOR-SECURITIES> 2,107,323
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,230
<TOTAL-LIABILITIES> 2,291,553
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,189,214
<SHARES-COMMON-STOCK> 36,533
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 479,425
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13,295,701
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,389,168
<NET-ASSETS> 714,928
<DIVIDEND-INCOME> 1,741,056
<INTEREST-INCOME> 735,017
<OTHER-INCOME> 0
<EXPENSES-NET> 1,326,444
<NET-INVESTMENT-INCOME> 1,149,629
<REALIZED-GAINS-CURRENT> 13,385,207
<APPREC-INCREASE-CURRENT> 665,122
<NET-CHANGE-FROM-OPS> 15,199,958
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,428
<DISTRIBUTIONS-OF-GAINS> 1,789
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36,414
<NUMBER-OF-SHARES-REDEEMED> 53
<SHARES-REINVESTED> 172
<NET-CHANGE-IN-ASSETS> 68,518,976
<ACCUMULATED-NII-PRIOR> 11,438
<ACCUMULATED-GAINS-PRIOR> 775,236
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 719,186
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,326,444
<AVERAGE-NET-ASSETS> 342,000
<PER-SHARE-NAV-BEGIN> 18.79
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 0.94
<PER-SHARE-DIVIDEND> 0.10
<PER-SHARE-DISTRIBUTIONS> 0.12
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.57
<EXPENSE-RATIO> 1.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 4th day of June, 1996.
/s/ Leon Levy
- ---------------------------------
Leon Levy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 8th day of June, 1996.
/s/ Sidney M. Robbins
- ---------------------------------
Sidney M. Robbins<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 5th day of June, 1996.
/s/ Benjamin Lipstein
- ---------------------------------
Benjamin Lipstein<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER PANORAMA SERIES FUND
Corporation, INC., a Maryland corporation (the "Corporation"), to
sign on his behalf any and all Registration Statements (including
any post-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in
connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each
of them, may lawfully do or cause to be done by virtue hereof.
Dated this 4th day of June, 1996.
/s/ Pauline Trigere
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Pauline Trigere<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 6th day of June, 1996.
/s/ Kenneth A. Randall
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Kenneth A. Randall<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 25th day of June, 1996.
/s/ Edward V. Regan
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Edward V. Regan<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 6th day of June, 1996.
/s/ Robert G. Galli
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Robert G. Galli
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 6th day of June, 1996.
/s/ Russell S. Reynolds, Jr.
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Russell S. Reynolds, Jr.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 31st day of May, 1996.
/s/ Clayton K. Yeutter
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Clayton K. Yeutter<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 6th day of June, 1996.
/s/ Elizabeth B. Moynihan
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Elizabeth B. Moynihan<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as a Director of OPPENHEIMER SERIES FUND, INC., a
Maryland corporation (the "Corporation"), to sign on his behalf any
and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 3rd day of June, 1996.
/s/ Donald W. Spiro
- ---------------------------------
Donald W. Spiro<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his capacity as Treasurer/Chief Financial Officer of OPPENHEIMER
SERIES FUND, INC., a Maryland corporation (the "Corporation"), to
sign on his behalf any and all Registration Statements (including
any post-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in
connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each
of them, may lawfully do or cause to be done by virtue hereof.
Dated this 3rd day of June, 1996.
/s/ George C. Bowen
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George C. Bowen<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for her and in
her capacity as President/Chief Executive Officer of OPPENHEIMER
SERIES FUND, INC., a Maryland corporation (the "Corporation"), to
sign on his behalf any and all Registration Statements (including
any post-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in
connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents
and purposes as she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each
of them, may lawfully do or cause to be done by virtue hereof.
Dated this 13th day of June, 1996.
/s/ Bridget A. Macskill
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Bridget A. Macaskill
