OPPENHEIMER ASSET ALLOCATION FUND
497, 1995-07-25
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                    OPPENHEIMER ASSET ALLOCATION FUND
                  Supplement dated July 14, 1995 to the
                      Prospectus dated May 1, 1995

The following changes are made to the Prospectus:

1.   Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 is changed to read as follows:

     1. If you invest more than $1 million (more than $500,000 for
     purchases by OppenheimerFunds prototype 401(k) plans) 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 in which you purchased those shares. See "How to
     Buy Shares -- Class A Shares," below.

2.   In "How to Buy Shares," the section entitled "Class A Shares" on page
27 under "Classes of Shares" is changed to read as follows:

     If you buy Class A shares, you may pay an initial sales charge
     on investments up to $1 million (up to $500,000 for purchases
     by OppenheimerFunds prototype 401(k) plans). If you purchase
     Class A shares as part of an investment of at least $1 million
     ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
     of one or more OppenheimerFunds, 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
     "Class A Shares" below.

3.   In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 27 is changed by adding a new final sentence
to the first paragraph of that section as follows:

     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.

4.   In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 30 is amended in its entirety
to read as follows:

     There is no initial sales charge on purchases of Class A shares
     of any one or more of the OppenheimerFunds in the following
     cases: 
          -- purchases aggregating $1 million or more, or 
          -- purchases by an OppenheimerFunds prototype 401(k)
          plan that:  (1) buys shares costing $500,000 or more
          or (2) has, at the time of purchase, 100 or more
          eligible participants, or (3) certifies that it
          projects to have annual plan purchases of $200,000 or
          more.
          
          Shares of any of the OppenheimerFunds that offers only one
     class of shares that has no designation are considered "Class
     A shares" for this purpose. The Distributor pays dealers of
     record commissions on those purchases in an amount equal to the
     sum of 1.0% of the first $2.5 million, plus 0.50% of the next
     $2.5 million, plus 0.25% of purchases over $5 million. That
     commission will be paid only on the amount of those purchases
     in excess of $1 million ($500,000 for purchases by
     OppenheimerFunds 401(k) prototype plans) that were not
     previously subject to a front-end sales charge and dealer
     commission.

5.   In "Reduced Sales Charges for Class A Purchases," on page 31 the
first two sentences of the second paragraph of the section "Right of
Accumulation" are revised as follows:

          Additionally, you can add together current purchases of
     Class A shares of the Fund and Class A and Class B shares of
     other OppenheimerFunds to reduce the sales charge rate that
     applies to current purchases of Class A shares. You can also
     count Class A and Class B shares of OppenheimerFunds 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 that investment in one of the OppenheimerFunds.

6.   The first sentence of the section entitled "Letter of Intent" on page
31 is revised to read as follows:

     Under a Letter of Intent, if you purchase Class A shares of the
     Fund and Class A and Class B shares of other OppenheimerFunds
     during a 13-month period, you can reduce the sales charge rate
     that applies to your purchases of Class A shares. The total
     amount of your intended purchases of both Class A and Class B
     shares will determine the reduced sales charge rate for the
     Class A shares purchased during that period.

7.   In the section entitled "Waivers of Class A Sales Charges" on page
31, the following changes are made:

The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

     -- 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 introductory phrase preceding the list of sales charge waivers in  the
second paragraph and subsection (d) of that paragraph are replaced by the
following:

          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 purchased and paid for with the proceeds of
     shares redeemed in the prior 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.

The third paragraph of that section is revised to read as follows:

          Waivers of the Class A Contingent Deferred Sales Charge.
     The Class A contingent deferred sales charge does not apply to
     purchases of Class A shares at net asset value without sales
     charge as described in the two sections above. It is also waived
     if shares that would otherwise be subject to the contingent
     deferred sales charge are redeemed in the following cases:
          -- for retirement distributions or loans to participants
     or beneficiaries from qualified retirement plans, deferred
     compensation plans or other employee benefit plans, including
     OppenheimerFunds prototype 401(k) plans (these are all referred
     to as "Retirement Plans"); or
          -- to return excess contributions made to Retirement Plans; or
          -- to make Automatic Withdrawal Plan payments that are
     limited annually to no more than 12% of the original account
     value; or
          -- involuntary redemptions of shares by operation of law
     or involuntary redemptions of small accounts (see "Shareholder
     Account Rules and Policies," below); or
          -- 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 to accept the dealer's
     portion of the commission payable on the sale in installments
     of 1/18th of the commission per month (and no further commission
     will be payable if the shares are redeemed within 18 months of
     purchase); or
          -- for distributions from OppenheimerFunds prototype 401(k)
     plans for any of the following cases or purposes: (1) following
     the death or disability (as defined in the Internal Revenue
     Code) of the participant or beneficiary (the death or disability
     must occur after the participant's account was established); (2)
     hardship withdrawals, as defined in the plan; (3) under a
     Qualified Domestic Relations Order, as defined in the Internal
     Revenue Code; (4) to meet the minimum distribution requirements
     of the Internal Revenue Code; (5) to establish "substantially
     equal periodic payments" as described in Section 72(t) of the
     Internal Revenue Code, or (6) separation from service.

7.   The first paragraph of the section entitled "Waivers of Class C Sales
Charge" on page 33 is amended by  replacing the introductory phrase of
that paragraph with the sentences below and adding a new section at the
end of that paragraph as follows:

     -- Waivers of Class C Sales Charge. The Class C contingent
     deferred sales charge will not be applied to shares purchased
     in certain types of transactions nor will it apply to 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 of Shares in Certain Cases. The
     Class C contingent deferred sales charge will be waived for
     redemptions of shares in the following cases:
          . . . .
     , and (5) for distributions from OppenheimerFunds prototype 401(k)
     plans (a) for hardship withdrawals; (b) under a Qualified Domestic
     Relations Order, as defined in the Internal Revenue Code; (c) to meet
     minimum distribution requirements as defined in the Internal Revenue
     Code; (d) to make "substantially equal periodic payments" as
     described in Section 72(t) of the Internal Revenue Code; or (e) for
     separation from service.

8.   In the section entitled "Reinvestment Privilege" on page 36, the
first three sentences are revised to read as follows:

     If you redeem some or all of your Class A shares of the Fund,
     you have up to 6 months to reinvest all or part of the
     redemption proceeds in Class A shares of the Fund or other
     OppenheimerFunds without paying a sales charge. This privilege
     applies to Class A shares that your purchased subject to an
     initial sales charge and to Class A shares on which you paid a
     contingent deferred sales charge when you redeemed them. It does
     not apply to Class C shares.

9.   In the section entitled "Retirement Plans" on page 36, the following
is added to the list of plans offered by the Distributor:

     -- 401(k) prototype retirement plans for businesses


July 14, 1995
<PAGE>
                    OPPENHEIMER ASSET ALLOCATION FUND
                  Supplement dated July 14, 1995 to the
          Statement of Additional Information dated May 1, 1995

The Statement of Additional Information is amended as follows:

1.   In the section entitled "Letters of Intent" on page 39, the first
three sentences of the first paragraph in that section is replaced by the
following:

     -  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 OppenheimerFunds)
     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 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 OppenheimerFunds) 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.

2.   In the section entitled "Letters of Intent" on page 39, a new third
paragraph is added as follows:

     For purchases of shares of the Fund and other OppenheimerFunds
     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.

3.   In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 40, item 5 of that section is replaced by the following:

     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 OppenheimerFunds acquired subject to a
     contingent deferred sales charge, and (c) Class A shares or
     Class B shares of other OppenheimerFunds acquired by
     reinvestment of dividends and distributions or acquired in
     exchange for either (i) Class A shares of one of the other
     OppenheimerFunds that were acquired subject to a Class A initial
     or contingent deferred sales charge or (ii) Class B shares of
     one of the other OppenheimerFunds that were acquired subject to
     a contingent deferred sales charge.

4.   In the section entitled "Distributions from Retirement Plans" on page
42, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:

     Participants, other than self-employed persons maintaining a
     plan account in their own name) in OppenheimerFunds-sponsored
     prototype pension, profit-sharing or 401(k) plans may not
     directly redeem or exchange shares held for their account under
     those plans.

5.   In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 42, the last sentence of that
section is revised to read as follows:

     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 Prospectus.

6.   In the section entitled "How to Exchange Shares" on page 45, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

     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 OppenheimerFunds
     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.



July 14, 1995



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