OPPENHEIMER DISCIPLINED VALUE FUND
Supplement dated May 1, 1997 to the
Prospectus dated December 16, 1996
The Prospectus is changed as follows:
1. The Supplement dated January 1, 1997 to the Prospectus dated
December 16, 1996 is replaced by this Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
(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 26) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
3. In "Class A Shares" under "Classes of Shares" on page 21 the
second sentence is replaced by the following: "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) 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 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."
4. The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?" on page 23:
"The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."
5. The following is added to "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26:
Purchases by a retirement plan qualified under
section 401(a) if the retirement plan has total plan
assets of $500,000 or more.
6. In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26 the first sentence is
replaced by the following:
The Distributor pays dealers of record commission 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
[over]
$2.5 million, plus 0.25% of purchases over $5 million,
calculated on a calendar
year basis.
7. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, 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.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
8. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 27 is replaced by the following: "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."
9. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 30 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission 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);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
10. The following subparagraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
11. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 32:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
12. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 32:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 33 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . (6) for
loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 33:
distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
15. The section captioned "Special Investor Services" on page 34
is revised by adding the following after the sub-section captioned
"PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-
800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
May 1, 1997 PS0375.005
OPPENHEIMER DISCIPLINED ALLOCATION FUND
Supplement dated May 1, 1997 to the
Prospectus dated February 25, 1997
The Prospectus is changed as follows:
1. The Supplement dated February 25, 1997 to the Prospectus dated
February 25, 1997 is replaced by this Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
(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 33) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
3. In "Class A Shares" under "Classes of Shares" on page 28 the
second sentence is replaced by the following: "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) 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 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."
4. The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?" on page 30:
"The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."
5. In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33 the first sentence is
replaced by the following:
The Distributor pays dealers of record commission 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, calculated on a calendar year basis.
6. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, 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
[over]
deducted from the redemption proceeds. A Class A contingent
deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1,
1997 that are redeemed within 12 months of the end of the
calendar month of their purchase.
7. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 34 is replaced by the following: "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."
8. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 36 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission 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);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
9. The following subparagraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 36:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
10. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 39:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
11. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 39:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
12. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 40 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . (6) for
loans to participants or beneficiaries.
13. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 40:
distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
14. The section captioned "Special Investor Services" on page 41
is revised by adding the following after the sub-section captioned
"PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-
800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
May 1, 1997 PS0205.006
OPPENHEIMER LIFESPAN FUNDS
Supplement dated May 1, 1997 to the
Prospectus dated February 25, 1997
The Prospectus is changed as follows:
1. The Supplement dated February 25, 1997 to the Prospectus dated
February 25, 1997 is replaced by this Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
(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 47) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
3. In "Class A Shares" under "Classes of Shares" on page 42 the
second sentence is replaced by the following: "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) 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 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."
4. The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?" on page 44:
"The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."
5. In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 47 the first sentence is
replaced by the following:
The Distributor pays dealers of record commission 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, calculated on a calendar year basis.
6. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 47, the first sentence is
replaced by the following:
[over]
If you redeem any of those shares purchased prior to May
1, 1997, 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 bededucted from the redemption proceeds. A
Class A contingent deferred sales charge may be deducted
from the redemption proceeds of any of those shares
purchased on or after May 1, 1997 that are redeemed
within 12 months of the end of the calendar month of
their purchase.
7. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 48 is replaced by the following: "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."
8. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 50 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission 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);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
9. The following subparagraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 50:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
10. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 53:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
11. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 53:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
12. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 54 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . (6) for
loans to participants or beneficiaries.
13. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 54:
distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
14. The section captioned "Special Investor Services" on page 55
is revised by adding the following after the sub-section captioned
"PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-
800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
May 1, 1997 PS0305.008
