OPPENHEIMER DISCIPLINED VALUE FUND
Supplement dated December 31, 1997 to the Statement of
Additional Information dated December 16, 1996.
The Statement of Additional Information is amended by adding the following
section before the section captioned "Major Shareholders" on page 28:
DEFERRED COMPENSATION PLAN. The Board of Directors has adopted a
Deferred Compensation Plan for disinterested directors that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation
deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds
selected by the Director. The amount paid to the Director under the plan
will be determined based upon the performance of the selected funds.
Deferral of Director's fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order
issued by the Securities and Exchange Commission, the Fund may,
notwithstanding its fundamental policy restricting investment in other
open-end investment companies, as described on page 22 of the Statement of
Additional Information, invest in the funds selected by the Director under
the plan without shareholder approval for the limited purpose of
determining the value of the Director's deferred fee account.
1. The second paragraph in the section captioned "Retirement Plans" under "How
To Buy Shares" on page 47 is deleted and replaced with the following:
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans other
than public school 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 or association
has made special arrangements with the Distributor and all members of the
group or association participating in or eligible to participate in the
plan(s) purchase Class A shares of the Fund through a single investment
dealer, broker, or other financial institution designated by the group.
"Group retirement plan" also includes qualified retirement plans and
non-qualified deferred compensation plans and IRAs that purchase Class A
shares of the Fund through a single investment dealer, broker, or other
financial institution, provided that broker-dealer has made special
arrangements with the Distributor for the purpose of qualifying those
plans to purchase Class A shares of the Fund at net asset value but
subject to a contingent deferred sales charge.
<PAGE>
2. The section captioned "Retirement Plans under "How to Buy Shares" on page 47
is revised by adding the following to the end of that section:
In addition to the discussion in the Prospectus relating to the ability of
Retirement Plans to purchase Class A shares at net asset value in certain
circumstances, there is no initial sales charge on purchases of Class A shares
of any one or more of the Oppenheimer funds by Retirement Plans ("Plan") in the
following cases:
(i) the recordkeeping for the Plan is performed on a daily valuation basis
by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") and, on the
date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in mutual
funds not advised or managed by Merrill Lynch Asset Management, L.P.
("MLAM") that are made available pursuant to a Service Agreement between
Merrill Lynch and the mutual fund's principal underwriter or distributor
and in funds advised or managed by MLAM (collectively, the "Applicable
Investments"); or
(ii) the recordkeeping for the Plan is performed on a daily valuation
basis by an independent record keeper whose services are provided through
a contract or alliance arrangement with Merrill Lynch, and on the date the
Plan Sponsor signs the Merrill Lynch Record Keeping Service Agreement, the
Plan has $3 million or more in assets, excluding money market funds,
invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by the
Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs
the Merrill Lynch Record Keeping
Service Agreement.
For Plans whose records are maintained on a daily basis by Merrill Lynch
or an independent record keeper under a contract or alliance arrangement with
Merrill Lynch, if on the date the Plan Sponsor signs the Merrill Lynch Record
Keeping Service Agreement the Plan has less than $3 million in assets, excluding
money market funds, invested in Applicable Investments, then the Plan may only
purchase Class B shares of any one or more of the Oppenheimer funds. Otherwise,
the Plan will be permitted to purchase Class A shares of any one or more of the
Oppenheimer funds. Any such Plans that currently invest in Class B shares of the
Fund will be transferred to Class A shares of the Fund once the Plan has reached
$5 million invested in Applicable Investments.
Any redemptions from Plans whose records are maintained on a daily basis
by Merrill Lynch or an independent record keeper under a contract with Merrill
Lynch that are currently invested in Class B shares of the Fund shall not be
subject to the Class B CDSC.
December 31, 1997 PX0375.001
OPPENHEIMER LIFESPAN GROWTH FUND
OPPENHEIMER LIFESPAN BALANCED FUND
OPPENHEIMER LIFESPAN INCOME FUND
Supplement dated December 31, 1997 to the Statement of
Additional Information dated February 25, 1997
The Statement of Additional Information is amended by adding the following
section before the section captioned "Major Shareholders" on page 28:
DEFERRED COMPENSATION PLAN. The Board of Directors has adopted a
Deferred Compensation Plan for disinterested directors that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation
deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds
selected by the Director. The amount paid to the Director under the plan
will be determined based upon the performance of the selected funds.
Deferral of Director's fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order
issued by the Securities and Exchange Commission, the Fund may invest in
the funds selected by the Director under the plan for the limited purpose
of determining the value of the Director's deferred fee account.
1. The second paragraph in the section captioned "Retirement Plans" under "How
To Buy Shares" on page 47 is deleted and replaced with the following:
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans other
than public school 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 or association
has made special arrangements with the Distributor and all members of the
group or association participating in or eligible to participate in the
plan(s) purchase Class A shares of the Fund through a single investment
dealer, broker, or other financial institution designated by the group.
"Group retirement plan" also includes qualified retirement plans and
non-qualified deferred compensation plans and IRAs that purchase Class A
shares of the Fund through a single investment dealer, broker, or other
financial institution, provided that broker-dealer has made special
arrangements with the Distributor for the purpose of qualifying those
plans to purchase Class A shares of the Fund at net asset value but
subject to a contingent deferred sales charge.
<PAGE>
2. The section captioned "Retirement Plans under "How to Buy Shares" on page 47
is revised by adding the following to the end of that section:
In addition to the discussion in the Prospectus relating to the ability of
Retirement Plans to purchase Class A shares at net asset value in certain
circumstances, there is no initial sales charge on purchases of Class A shares
of any one or more of the Oppenheimer funds by Retirement Plans ("Plan") in the
following cases:
(i) the recordkeeping for the Plan is performed on a daily valuation basis
by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") and, on the
date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in mutual
funds not advised or managed by Merrill Lynch Asset Management, L.P.
("MLAM") that are made available pursuant to a Service Agreement between
Merrill Lynch and the mutual fund's principal underwriter or distributor
and in funds advised or managed by MLAM (collectively, the "Applicable
Investments"); or
(ii) the recordkeeping for the Plan is performed on a daily valuation
basis by an independent record keeper whose services are provided through
a contract or alliance arrangement with Merrill Lynch, and on the date the
Plan Sponsor signs the Merrill Lynch Record Keeping Service Agreement, the
Plan has $3 million or more in assets, excluding money market funds,
invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by the
Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs
the Merrill Lynch Record Keeping
Service Agreement.
For Plans whose records are maintained on a daily basis by Merrill Lynch
or an independent record keeper under a contract or alliance arrangement with
Merrill Lynch, if on the date the Plan Sponsor signs the Merrill Lynch Record
Keeping Service Agreement the Plan has less than $3 million in assets, excluding
money market funds, invested in Applicable Investments, then the Plan may only
purchase Class B shares of any one or more of the Oppenheimer funds. Otherwise,
the Plan will be permitted to purchase Class A shares of any one or more of the
Oppenheimer funds. Any such Plans that currently invest in Class B shares of the
Fund will be transferred to Class A shares of the Fund once the Plan has reached
$5 million invested in Applicable Investments.
Any redemptions from Plans whose records are maintained on a daily basis
by Merrill Lynch or an independent record keeper under a contract with Merrill
Lynch that are currently invested in Class B shares of the Fund shall not be
subject to the Class B CDSC.
December 31, 1997 PX0315.002
OPPENHEIMER DISCIPLINED ALLOCATION FUND
Supplement dated December 31, 1997 to the Statement of
Additional Information dated February 25, 1997
The Statement of Additional Information is amended by adding the following
section before the section captioned "Major Shareholders" on page 29:
DEFERRED COMPENSATION PLAN. The Board of Directors has adopted a
Deferred Compensation Plan for disinterested directors that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation
deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds
selected by the Director. The amount paid to the Director under the plan
will be determined based upon the performance of the selected funds.
Deferral of Director's fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order
issued by the Securities and Exchange Commission, the Fund may,
notwithstanding its fundamental policy restricting investment in other
open-end investment companies, as described on page 22 of the Statement of
Additional Information, invest in the funds selected by the Director under
the plan without shareholder approval for the limited purpose of
determining the value of the Director's deferred fee account.
1. The second paragraph in the section captioned "Retirement Plans" under "How
To Buy Shares" on page 48 is deleted and replaced with the following:
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans other
than public school 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 or association
has made special arrangements with the Distributor and all members of the
group or association participating in or eligible to participate in the
plan(s) purchase Class A shares of the Fund through a single investment
dealer, broker, or other financial institution designated by the group.
"Group retirement plan" also includes qualified retirement plans and
non-qualified deferred compensation plans and IRAs that purchase Class A
shares of the Fund through a single investment dealer, broker, or other
financial institution, provided that broker-dealer has made special
arrangements with the Distributor for the purpose of qualifying those
plans to purchase Class A shares of the Fund at net asset value but
subject to a contingent deferred sales charge.
<PAGE>
2. The section captioned "Retirement Plans under "How to Buy Shares" on page 48
is revised by adding the following to the end of that section:
In addition to the discussion in the Prospectus relating to the ability of
Retirement Plans to purchase Class A shares at net asset value in certain
circumstances, there is no initial sales charge on purchases of Class A shares
of any one or more of the Oppenheimer funds by Retirement Plans ("Plan") in the
following cases:
(i) the recordkeeping for the Plan is performed on a daily valuation basis
by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") and, on the
date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in mutual
funds not advised or managed by Merrill Lynch Asset Management, L.P.
("MLAM") that are made available pursuant to a Service Agreement between
Merrill Lynch and the mutual fund's principal underwriter or distributor
and in funds advised or managed by MLAM (collectively, the "Applicable
Investments"); or
(ii) the recordkeeping for the Plan is performed on a daily valuation
basis by an independent record keeper whose services are provided through
a contract or alliance arrangement with Merrill Lynch, and on the date the
Plan Sponsor signs the Merrill Lynch Record Keeping Service Agreement, the
Plan has $3 million or more in assets, excluding money market funds,
invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by the
Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs
the Merrill Lynch Record Keeping
Service Agreement.
For Plans whose records are maintained on a daily basis by Merrill Lynch
or an independent record keeper under a contract or alliance arrangement with
Merrill Lynch, if on the date the Plan Sponsor signs the Merrill Lynch Record
Keeping Service Agreement the Plan has less than $3 million in assets, excluding
money market funds, invested in Applicable Investments, then the Plan may only
purchase Class B shares of any one or more of the Oppenheimer funds. Otherwise,
the Plan will be permitted to purchase Class A shares of any one or more of the
Oppenheimer funds. Any such Plans that currently invest in Class B shares of the
Fund will be transferred to Class A shares of the Fund once the Plan has reached
$5 million invested in Applicable Investments.
Any redemptions from Plans whose records are maintained on a daily basis
by Merrill Lynch or an independent record keeper under a contract with Merrill
Lynch that are currently invested in Class B shares of the Fund shall not be
subject to the Class B CDSC.
December 31, 1997 PX0205.001
