OPPENHEIMER ASSET ALLOCATION FUND
Supplement dated July 1, 1994
to the Prospectus dated April 29, 1994
The Prospectus is amended as follows:
1. The Supplement dated May 1, 1994 to the Prospectus is hereby
rescinded.
2. At a meeting called for June 20, 1994, shareholders of the Fund
approved a Service Plan for Class A shares under Rule 12b-1 of the
Investment Company Act of 1940 that applies to all Class A shares of the
Fund, regardless of the date on which the shares were purchased, and a new
Management Agreement. If that new Plan and that Agreement had been in
effect during the Fund's fiscal year ended December 31, 1993, the Annual
Fund Operating Expenses table on page 3 would be revised as follows:
"Management Fees," "12b-1 Distribution Plan Fees" and "Total Fund
Operating Expenses" for Class A shares would be 0.74%, 0.20% and 1.18%,
respectively. "Management Fees" and "Total Fund Operating Expenses" for
Class C shares would be 0.74% and 2.46%, respectively.
3. When such restated expenses are taken into account, the table on
page 4 showing hypothetical examples of expenses for Class A and Class C
shares of the Fund over stated time periods is revised as follows:
1 Year 3 Years 5 Years 10 Years
1. Class A Shares $69 $93 $119 $192
2. Class C Shares $35 $77 $131 $280
3. Class A Shares, $69 $93 $119 $192
assuming no redemption
4. Class C Shares, $25 $77 $131 $280
assuming no redemption
4. The first and second sentences of the first paragraph under the
caption "Fees and Expenses" on page 12 are deleted and replaced with the
following: "Under the Investment Advisory Agreement, which was approved
by the Fund's shareholders at a meeting called for June 20, 1994, the Fund
pays the Manager the following annual fees: 0.75% of the first $200
million of average annual net assets; 0.72% of the next $200 million;
0.69% of the next $200 million; 0.66% of the next $200 million; and 0.60%
of average annual net assets in excess of $800 million."
5. The first sentence of the first paragraph under the caption
"Service Plan for Class A Shares" on page 18 is revised by having the
phrase "that were purchased on or after April 1, 1988" deleted. In
addition, the second sentence in the second paragraph under that caption
is revised by having the phrase "purchased on or after April 1, 1988"
deleted.
July 1, 1994
