Registration No. 2-31661
File No. 811-1810
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 68 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 29 / X /
OPPENHEIMER GLOBAL FUND
(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, ESQ.
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 (check
appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On January 7, 1997, pursuant to paragraph (b)
/ / 60 days after filing, pursuant to paragraph (a)(1)
/ / On _______________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / On ________________, pursuant to paragraph (a)(2) of Rule
485
The Registrant has registered an indefinite number of shares under the
Scurities 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 September 30, 1996 was filed on November
27, 1996.
<PAGE>
FORM N-1A
OPPENHEIMER GLOBAL FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Heading in Prospectus
- --------- ---------------------
1 Front Cover Page
2 Expenses; Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; How the Fund is Managed - Organization
and History; Investment Objective and Policies;
Investment Restrictions
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;
Investment Objective and Policies - Portfolio Turnover
7 Shareholder Account Rules and Policies; How to Buy
Shares; How to Sell Shares; How to Exchange Shares;
Special Investor Services; Service Plan for Class A
Shares; Distribution and Service Plans for Class B and
Class C Shares
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A
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 GLOBAL FUND
Prospectus dated January 7, 1997
Oppenheimer Global Fund is a mutual fund with the investment objective
of capital appreciation. Current income is not an objective. The Fund
invests primarily in common stocks of U.S. and foreign companies and
normally invests a substantial portion of its assets in foreign stocks.
The Fund emphasizes investments in "growth-type" companies, in industry
sectors that the portfolio manager believes have appreciation
possibilities. The Fund also uses "hedging" instruments to try to
reduce the risks of market and currency fluctuations that affect the
value of the securities the Fund holds.
Some of the Fund's investment techniques may be considered
speculative. Foreign investing involves special risks. These
techniques may increase the risks of investing in the Fund and the
Fund's operating costs. You should carefully review the risks
associated with an investment in the Fund. Please refer to "Investment
Policies and Strategies" for more information about the types of
securities the Fund invests in and 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 January 7, 1997 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 and is incorporated
into this Prospectus by reference (which means that it is legally part
of this Prospectus).
(logo) 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
3 Expenses
5 A Brief Overview of the Fund
7 Financial Highlights
10 Investment Objective and Policies
17 How the Fund is Managed
19 Performance of the Fund
ABOUT YOUR ACCOUNT
23 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
35 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
37 How to Sell Shares
By Mail
By Telephone
39 How to Exchange Shares
40 Shareholder Account Rules and Policies
42 Dividends, Capital Gains and Taxes
45 Appendix A: Special Sales Charge Arrangement for Certain Persons
<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 your share of the Fund's business operating
expenses that you will bear indirectly. The numbers below are based on
the Fund's expenses during its fiscal year ended September 30, 1996.
- Shareholder Transaction Expenses are charges you pay when you
buy or sell shares of the Fund. Please refer to "About Your Account,"
from pages ____ through ____, for an explanation of how and when these
charges apply.
Class A Class B Class C
------- ------- -------
Maximum Sales Charge on Purchases
(as a % of offering price) 5.75% None None
Maximum Deferred Sales Charge
(as a % of the lower of the original
offering price or redemption None(1) 5% in the 1st 1% if redeemed
proceeds) year, declining within 12
to 1% in the 6th months of
year and eliminated purchase(2)
thereafter(2)
Sales Charge on Reinvested None None None
dividends
Exchange Fee None None None
Redemption Fee None(3) None(3) None(3)
___________________________
(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 ___) 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 "How to Buy
Shares - Buying Class C Shares" below.
(3) There is a $10 transaction fee for redemptions paid by Federal
Funds wire, but not for redemptions paid by 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 adviser,
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 its 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)
Class A Class B Class C
-------- ------- -------
Management Fees .71% .71% .71%
12b-1 Distribution Plan Fees .18% 1.00% 1.00%
Other Expenses .28% .29% .28%
Total Fund Operating Expenses 1.17% 2.00% 1.99%
The numbers for Class A, Class B and Class C shares in the table
above are based upon the Fund's business expenses in its fiscal year
ended September 30, 1996. These amounts are shown as a percentage of
the average net assets of each class of the Fund's shares for that
year. The 12b-1 Distribution Plan Fees for Class A shares are service
fees (the maximum fee is 0.25% of average net assets of that class).
For Class B and Class C shares, the 12b-1 Distribution Plan Fees are
service fees (the maximum fee is 0.25% of average net assets of that
class) and the asset-based sales charge of 0.75%. These plans are
described in greater detail in "How to Buy Shares."
The actual expenses for each class of shares in future years may
be more or less than the numbers in the table, depending on a number of
factors, including changes in the actual value of the Fund's assets
represented by each class of 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, that 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 $69 $93 $118 $191
Class B Shares $70 $93 $128 $192
Class C Shares $30 $62 $107 $232
If you did not redeem your investment, it would incur the
following expenses:
1 year 3 years 5 years 10 years*
------ ------- ------- --------
Class A Shares $69 $93 $118 $191
Class B Shares $20 $63 $108 $192
Class C Shares $20 $62 $107 $232
* 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 contingent deferred sales charge imposed on Class B and Class C
shares, long-term holders of Class B and Class C shares 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 to 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, all of which may be more or less than
those 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's investment
objective is to seek capital appreciation. Current income is not an
objective.
- What Does the Fund Invest In? The Fund primarily invests in
foreign and domestic common or convertible stocks of "growth type"
companies considered to have appreciation possibilities. Investments
in debt securities may be made in uncertain market conditions. The
Fund may also use hedging instruments and some derivative investments
to try to manage investment risks. These investments are more fully
explained in "Investment Objective and Policies," starting on page 10.
- - Who Manages the Fund? The Fund's investment adviser (the Manager)
is OppenheimerFunds, Inc. Prior to January 5, 1996, the Manager was
known as Oppenheimer Management Corporation. The Manager (including a
subsidiary) manages investment company portfolios having over $55
billion in assets as of September 30, 1996. The Manager is paid an
advisory fee by the Fund, based on its net assets. The Fund has a
portfolio manager, William Wilby, who is employed by the Manager. He
is primarily responsible for the selection of the Fund's securities.
The Fund's Board of Trustees, elected by shareholders, oversees the
investment adviser and the portfolio manager. Please refer to "How the
Fund is Managed," starting on page ___ for more information about the
Manager and its fees.
- How Risky is the Fund? All investments carry risks to some
degree. It is important to remember that the Fund is designed for
long-term investors. The Fund's investments in stocks and bonds are
subject to changes in their value from a number of factors such as
changes in general bond and stock market movements or the change in
value of particular stocks because of an event affecting the issuer.
The Fund's investments in foreign securities are subject to additional
risks associated with investing abroad, such as the effect of currency
rate changes on stock values. These changes affect the value of the
Fund's investments and its price per share. In the Oppenheimer funds
spectrum, the Fund is generally more volatile than the other stock
funds, the income and growth funds, and the more conservative income
funds. While the Manager tries to reduce risks by diversifying
investments, by carefully researching securities before they are
purchased for the portfolio, and in some cases by using 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 ___ 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"
on page ___ for more details.
- Will I Pay a Sales Charge to Buy Shares? The Fund offers the
individual investor three classes of shares. Each class 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 a
front-end sales charge, 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
___ for more details, including a discussion about 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 ___. The
Fund also offers exchange privileges to other Oppenheimer funds,
described in "How To Exchange Shares" on page __.
-- 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 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 a broad
stock market index, which we have done on page ___. Please remember
that past performance does not guarantee future results.
<PAGE>
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios
and other data based on the Fund's average net assets. This
information has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors, whose report on the Fund's financial statements
for the fiscal year ended September 30, 1996, is included in the
Statement of Additional Information.
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
1996 1995 1994 1993 1992 1991 1990
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 36.84 $ 37.69 $ 35.04 $ 30.03 $ 32.05 $ 27.63 $ 30.43
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .23 .31 .17 .26 .17 .05 .02
Net realized and unrealized gain (loss) 4.22 2.59 6.10 4.99 (1.50) 6.14 .29
- --------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations 4.45 2.90 6.27 5.25 (1.33) 6.19 .31
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income (.24) -- (.25) (.12) (.11) (.08) (.11)
Distributions from net realized gain (2.05) (3.75) (3.37) (.12) (.58) (1.69) (3.00)
- --------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (2.29) (3.75) (3.62) (.24) (.69) (1.77) (3.11)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 39.00 $ 36.84 $ 37.69 $ 35.04 $ 30.03 $ 32.05 $ 27.63
==========================================================
========================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1) 12.98% 9.26% 19.19% 17.67% (4.23)%
23.71% 0.79%
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $ 2,499 $ 2,186 $ 1,921 $ 1,389 $ 1,215 $ 1,076 $ 720
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $ 2,309 $ 1,979 $ 1,711 $ 1,213 $ 1,194 $ 899 $ 672
- --------------------------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at end of
period (in thousands) N/A N/A N/A N/A $ 60,000 $ 60,000 $ 60,000
- --------------------------------------------------------------------------------------------------------------------------------
Average amount of debt outstanding
throughout each period (in thousands) N/A N/A N/A $ 18,247 $ 60,000 $ 60,000 $ 42,877
- --------------------------------------------------------------------------------------------------------------------------------
Average number of shares outstanding
throughout each period (in thousands) N/A N/A N/A 39,853 37,435 30,607 21,982
- --------------------------------------------------------------------------------------------------------------------------------
Average amount of debt per share
outstanding throughout each period N/A N/A N/A $ 0.46 $ 1.60 $ 1.96 $ 1.95
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.62% 0.90% 0.38% 0.84% 0.55% 0.22%
0.16%
Expenses 1.17% 1.20% 1.15% 1.18% 1.36% 1.65% 1.68%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 102.9% 84.4% 78.3% 86.9% 18.0% 19.9% 27.2%
Average brokerage commission rate(3) $ 0.0071 -- -- -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
CLASS A CLASS B
---------------------------------------- ------------------------------------------
YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,
1989 1988 1987 1996 1995 1994 1993(5)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 22.94 $ 38.29 $ 28.88 $ 36.16 $ 37.36 $ 34.99 $ 33.33
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income (loss) .20 .04 .05 (.05) .06 .08 .03
Net realized and unrealized gain (loss) 9.11 (9.70) 13.28 4.13 2.49 5.83 1.63
- --------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations 9.31 (9.66) 13.33 4.08 2.55 5.91 1.66
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.09) (.07) (.11) -- -- (.18) --
Distributions from net realized gain (1.73) (5.62) (3.81) (2.05) (3.75) (3.36) --
- --------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (1.82) (5.69) (3.92) (2.05) (3.75) (3.54) --
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 30.43 $ 22.94 $ 38.29 $ 38.19 $ 36.16 $ 37.36 $ 34.99
==========================================================
=============================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1) 42.87% (25.17)% 52.65% 12.07% 8.34%
18.10% 3.64%
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $ 523 $ 371 $ 601 $ 541 $ 340 $ 187 $ 6
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $ 446 $ 398 $ 473 $ 438 $ 258 $ 88 $ 3
- --------------------------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at end of
period (in thousands) $ 30,000 $ 30,000 $ 35,000 N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
Average amount of debt outstanding
throughout each period (in thousands) $ 30,000 $ 31,052 $ 26,290 N/A N/A N/A
N/A
- --------------------------------------------------------------------------------------------------------------------------------
Average number of shares outstanding
throughout each period (in thousands) 16,968 17,173 15,099 N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
Average amount of debt per share
outstanding throughout each period $ 1.77 $ 1.81 $ 1.74 N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.73% 0.15% 0.16% (0.17)% 0.09% (0.30)%
1.52%(6)
Expenses 1.90% 1.89% 1.49% 2.00% 2.03% 2.08%
2.40%(6)
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 62.6% 25.2% 37.0% 102.9% 84.4% 78.3%
86.9%
Average brokerage commission rate(3) -- -- -- $ 0.0071 -- -- --
</TABLE>
<TABLE>
<CAPTION>
CLASS C
----------------
PERIOD ENDED
SEPTEMBER 30,
1996(4)
- --------------------------------------------------------
<S> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 36.67
- --------------------------------------------------------
Income (loss) from investment
operations:
Net investment income (loss) .09
Net realized and unrealized gain (loss) 4.13
- --------------------------------------------------------
Total income (loss) from investment
operations 4.22
- --------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.11)
Distributions from net realized gain (2.05)
- --------------------------------------------------------
Total dividends and distributions
to shareholders (2.16)
- --------------------------------------------------------
Net asset value, end of period $ 38.73
=============
- --------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1) 12.34%
- --------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $ 18
- --------------------------------------------------------
Average net assets (in millions) $ 8
- --------------------------------------------------------
Amount of debt outstanding at end of
period (in thousands) N/A
- --------------------------------------------------------
Average amount of debt outstanding
throughout each period (in thousands) N/A
- --------------------------------------------------------
Average number of shares outstanding
throughout each period (in thousands) N/A
- --------------------------------------------------------
Average amount of debt per share
outstanding throughout each period N/A
- --------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.04%(6)
Expenses 1.99%(6)
- --------------------------------------------------------
Portfolio turnover rate(2) 102.9%
Average brokerage commission rate(3) $ 0.0071
</TABLE>
1. 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.
2. 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
September 30, 1996 were $2,961,733,794 and $2,678,446,475,
respectively.
3. 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.
4. For the period from October 2, 1995 (inception of offering) to
September 30, 1996.
5. For the period from August 17, 1993 (inception of offering) to
September 30, 1993.
6. Annualized.
<PAGE>
Investment Objective and Policies
Objective. The Fund invests its assets with the objective of capital
appreciation.
Investment Policies and Strategies. The Fund seeks capital
appreciation by emphasizing investments in common stocks or convertible
securities of "growth-type" companies. These may include securities of
U.S. companies or foreign companies, as discussed below. The Fund may
invest in securities of smaller, less well-known companies as well as
those of large, well-known companies (not generally included in the
definition of "growth-type" companies). The Fund may hold warrants and
rights. Current income is not a consideration in the selection of
portfolio securities. A portion of the Fund's assets may be invested in
securities for liquidity purposes.
As a matter of fundamental policy, under normal market conditions
(when the Manager believes that the securities markets are not in a
volatile or unstable period), the Fund invests in securities of issuers
traded in markets in at least three different countries (which may
include the United States). The Manager expects that the Fund will
normally invest a substantial portion of its assets in foreign
securities (discussed in "Foreign Securities," below).
The Fund's portfolio manager currently employs an investment
strategy in selecting foreign and domestic securities that considers
the effects of worldwide trends on the growth of various business
sectors. These trends or "global themes" currently include
telecommunications expansion, emerging consumer markets, infrastructure
development, natural resource use and development, corporate
restructuring, capital market development in foreign countries, health
care expansion, and global integration. These trends, which may affect
the growth of companies having businesses in these sectors or that are
affected by their development, may suggest opportunities for investing
the Fund's assets. The Manager does not invest a fixed or specific
amount of the Fund's assets in any one sector, and these themes or this
approach may change over time.
The Fund may also seek to take advantage of changes in the
business cycle by investing in companies that are sensitive to those
changes as well as in "special situations" the Manager believes present
opportunities for capital growth. For example, when a country's
economy is expanding, companies in the financial services and consumer
products industries may be in a position to benefit from changes in the
business cycle and may present long-term growth opportunities.
When investing the Fund's assets, the Manager considers many
factors, including the global themes discussed above, general economic
conditions abroad relative to the U.S. and the trends in foreign and
domestic stock markets. The Fund may try to hedge against losses in
the value of its portfolio of securities by using hedging strategies
and derivative investments described below.
When market conditions are unstable, the Fund may invest in debt
securities, such as rated or unrated bonds and debentures, cash
equivalents and preferred stocks. It is expected that short-term debt
securities (which are securities maturing in one year or less from date
of purchase) will be emphasized for defensive or liquidity purposes,
since those securities usually may be disposed of quickly and their
prices tend not to be as volatile as the prices of longer term debt
securities. When circumstances warrant, securities may be sold without
regard to the length of time held, although short-term trading may
increase brokerage costs borne by the Fund.
- What are "Growth-Type" Companies? These tend to be newer
companies that may be developing new products or services, or expanding
into new markets for their products. While they may have what the
Manager believes to be favorable prospects for the long-term, growth-
type companies normally retain a large part of their earnings for
research, development and investment in capital assets. Therefore,
they tend not to emphasize the payment of dividends.
- Can the Fund's Investment Objective and Policies Change? The
Fund has an investment objective, which is 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 techniques 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
a fundamental policy.
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 Trustees may change non-fundamental policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus.
- Stock Investment Risks. Because the Fund normally invests
most, or 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, or changes in
government regulations affecting an industry). Not all of these
factors can be predicted.
As discussed below, the Fund attempts to limit market risks by
diversifying its investments, that is, by not holding a substantial
amount of stock of any one company and by not investing too great a
percentage of the Fund's assets in any one company.
Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, some of which may be speculative,
the Fund is designed for investors who are investing for the long-term
and who are willing to accept greater risks of loss of their investment
in the hope of achieving capital appreciation. It is not intended for
investors seeking assured income and preservation of capital.
Investing for capital appreciation entails the risk of loss of all or
part of your investment. Because changes in securities market prices
can occur at any time, there is no assurance that the Fund will achieve
its investment objective, and when you redeem your shares, they may be
worth more or less than what you paid for them.
- Foreign Securities. The Fund will normally invest a
substantial amount of its assets in foreign securities. Foreign
securities are those that are traded primarily on a foreign securities
exchange or in the foreign over-the-counter markets. The Fund can
invest up to 100% of its assets in foreign securities. The Fund may
purchase equity (and debt) securities issued or guaranteed by foreign
companies or foreign governments or their agencies. The Fund may buy
securities of companies or governments in any country, developed or
underdeveloped.
The Fund does not limit its investments in bonds and debentures to
issues having specified credit ratings. The Fund may invest in debt
securities rated below "investment grade" (investment grade securities
are generally those in the four highest rating categories of Moody's
Investors Service, Inc. or Standard & Poor's Corporation). Debt
securities are subject to changes in value due to changes in prevailing
interest rates. The values of outstanding debt securities rise when
prevailing interest rates decline, and decline when prevailing interest
rates rise. The Manager does not currently intend to invest more than
5% of the Fund's assets in debt securities.
The Fund will hold foreign currency only in connection with the
purchase or sale of foreign securities. If the Fund's securities are
held abroad, the countries in which they are held and the sub-
custodians holding them must be approved by the Fund's Board of
Trustees.
- - Foreign securities have special risks. There are special risks in
investing in foreign securities. Because the Fund may purchase
securities denominated in foreign currencies or traded primarily in
foreign markets, a change in the value of a foreign currency against
the U.S. dollar will result in a change in the U.S. dollar value of
those foreign securities. Foreign issuers are not required to use
generally-accepted accounting principals that apply to U.S. issuers.
If foreign securities are not registered for sale in the U.S. under
U.S. securities laws, the issuer does not have to comply with
disclosure requirements that U.S. companies are subject to. The value
of foreign investments may be affected by other factors, including
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.
In addition, it is generally more difficult to obtain court
judgments outside the U.S. if the Fund were to sue a foreign issuer or
broker. Additional costs may be incurred because foreign brokerage
commissions are generally higher than U.S. rates, and there are
additional custodial costs associated with holding securities abroad.
More information about the risks and potential rewards of investing in
foreign securities is contained in the Statement of Additional
Information.
- 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 is not expected to be more than
100% each year. The "Financial Highlights," above, show the Fund's
portfolio turnover rate 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
Fund's ability to qualify as a "regulated investment company" under the
Internal Revenue Code for tax deductions for dividends and capital
gains distributions the Fund pays to shareholders. The Fund qualified
in its last fiscal year and intends to do so in the coming year,
although it reserves the right not to qualify.
- Derivative Investments. In general, a "derivative investment"
is a specially designed investment. Its performance is linked to the
performance of another investment or security, such as an option,
future, index, currency or commodity. The Fund can invest in a number
of different kinds of "derivative investments." They are used in some
cases for hedging purposes and in other cases to enhance total return.
In the broadest sense, exchange-traded options and futures contracts
(discussed in "Hedging," below) may be considered "derivative
investments."
There are special risks in investing in derivative investments.
The company issuing the instrument may fail to pay the amount due on
the maturity of the instrument. Also, the underlying investment or
security on which the derivative is based might not perform the way the
Manager expected it to perform. The 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 may
realize less principal or income from the investment than expected.
Certain derivative investments held by the Fund may trade in the over-
the-counter market and may be illiquid. Please refer to "Illiquid and
Restricted Securities" for an explanation.
- 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.
They are used primarily for cash liquidity purposes.
Repurchase agreements must be fully collateralized. However, if
the vendor fails to pay the resale price on the delivery date, the Fund
may incur costs in disposing of the collateral and may experience
losses if there is any delay in its ability to do so. The Fund will
not enter into a repurchase agreement that causes more than 10% of its
net assets to be subject to repurchase agreements having a maturity
beyond seven days. There is no limit on the amount of the Fund's net
assets that may be subject to repurchase agreements of seven days or
less.
Other 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 practices, including limitations on their use that may help to
reduce some of the risks.
- Loans of Portfolio Securities. The Fund has entered into a
Securities Lending Agreement and Guaranty with The Bank of New York.
Under that agreement portfolio securities of the Fund may be loaned to
brokers, dealers and other financial institutions. The Securities
Lending Agreement provides that loans must be adequately collateralized
and may be made only in conformity with the Fund's Securities Lending
Guidelines, adopted by the Fund's Board of Trustees. The value of the
securities loaned may not exceed 25% of the value of the Fund's total
assets. The Fund presently does not intend that the value of the
securities loaned in the current fiscal year will exceed 5% of the
value of the Fund's total assets.
In lending its securities, the Fund has certain risks, such as a
delay in receiving additional collateral, a delay in the return of the
loaned securities or loss of rights in the collateral if the borrower
fails financially. To try to reduce some of those risks, the Fund is
the beneficiary of a guaranty provided by The Bank of New York. See
"Loans of Portfolio Securities" in the Statement of Additional
Information for further information.
- Borrowing for Leverage. The Fund may borrow up to 10% of the
value of its net assets from banks on an unsecured basis to buy
securities. That percentage limit is a fundamental policy. This is a
speculative investment method known as "leverage." This investing
technique may subject the Fund to greater risks and costs than funds
that do not borrow. These risks may include the possibility that the
Fund's net asset value per share will fluctuate more than funds that
don't borrow. Borrowing for leverage is subject to limits under the
Investment Company Act, described in more detail in "Borrowing for
Leverage" in the Statement of Additional Information.
- 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. These
percentage limitations are fundamental policies. For further details,
see "Warrants and Rights" in the Statement of Additional Information.
- Special Situations. The Fund may invest in securities of
companies that are in "special situations" that the Manager believes
may present opportunities for capital growth. A "special situation"
may be an event such as a proposed merger, reorganization, or other
unusual development that is expected to occur and which may result in
an increase in the value of a company's securities, regardless of
general business conditions or the movement of prices in the securities
market as a whole. There is a risk that the price of the security may
decline if the anticipated development fails to occur.
- Investing In Small, Unseasoned Companies. The Fund may invest
in securities of small, unseasoned companies. These are companies that
have been in operation less than three years, including the operations
of any predecessors. Securities of these companies may have limited
liquidity (which means that the Fund may have difficulty selling them
at an acceptable price when it wants to) and the price of these
securities may be volatile. See "Investing in Small, Unseasoned
Companies" in the Statement of Additional Information for a further
discussion of the risks involved in such investments.
- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, 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. The Fund will
not invest more than 10% of its net assets in illiquid or restricted
securities (the Board may increase that limit to 15%). The Fund's
percentage limitation on these investments does not apply to certain
restricted securities that are eligible for resale to qualified
institutional purchasers. The Manager monitors holdings of illiquid
securities on an ongoing basis and at times the Fund may be required to
sell some holdings to maintain adequate liquidity. See "Restricted and
Illiquid Securities" in the Statement of Additional Information for
further details.
- Hedging. As described below, the Fund may purchase and sell
certain kinds of futures contracts, put and call options, forward
contracts, and options on futures and broadly-based stock indices.
These are all referred to as "hedging instruments." The Fund does not
use hedging instruments for speculative purposes, and has limits on the
use of them, described below. The hedging instruments the Fund may use
are described below and in greater detail in "Other Investment
Techniques and Strategies" in the Statement of Additional Information.
The Fund may buy and sell options, 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, buying puts and writing
covered calls, hedge the Fund's portfolio against price fluctuations.
Other hedging strategies, such as buying futures and call options,
tend to increase the Fund's exposure to the securities market. Forward
contracts are used to try to manage foreign currency risks on the
Fund's foreign investments. Foreign currency options are used to try
to protect against declines in the dollar value of foreign securities
the Fund owns, or to protect against an increase in the dollar cost of
buying foreign securities. Writing covered call options may also
provide income to the Fund for liquidity purposes.
- Futures. The Fund may buy and sell futures contracts that
relate to (1) broadly-based stock indices (these are referred to as
Stock Index Futures) or (2) foreign currencies (these are called
Forward Contracts and are discussed below).
- Put and Call Options. The Fund may buy and sell certain kinds
of put options (puts) and call options (calls). A call or put option
may not be purchased if the value of all of the Fund's put and call
options would exceed 5% of the Fund's total assets. Calls the Fund
buys or sells must be listed on a domestic securities or commodities
exchange, or quoted on the Automated Quotation System ("NASDAQ") of The
Nasdaq Stock Market, Inc. In the case of puts and calls on foreign
currency, they must be traded on a securities or commodities exchange,
or be quoted by recognized dealers in those options.
The Fund may buy calls only on securities, broadly-based stock
indices, foreign currencies or Stock Index Futures, or to terminate its
obligation on a call the Fund previously wrote.
The Fund may write (that is, sell) call options. Each call the
Fund writes must be "covered" while it is outstanding. That means the
Fund owns the investment on which the call was written or the Fund owns
and segregates liquid assets to satisfy its obligation if the call is
exercised. The Fund may write calls on futures contracts it owns, but
these calls must be covered by securities or any other liquid assets,
including equity and debt securities of any grade, the Fund owns. When
the Fund writes a call, it receives cash (called a premium). The call
gives the buyer the ability to buy the investment on which the call was
written from the Fund at the call price during the period in which the
call may be exercised. If the value of the investment does not rise
above the call price, it is likely that the call will lapse without
being exercised, while the Fund keeps the cash premium (and the
investment). After the Fund writes a call, not more than 25% of the
Fund's total assets may be subject to calls.
The Fund may purchase put options. Buying a put on an investment
gives the Fund the right to sell the investment at a set price to a
seller of a put on that investment. The Fund can buy only those puts
that relate to securities that the Fund owns, broadly-based stock
indices, foreign currencies or Stock Index Futures. The Fund can buy a
put on a Stock Index Future whether or not the Fund owns the particular
Stock Index Future in its portfolio.
The Fund may write puts on securities, broadly-based stock
indices, foreign currencies or Stock Index Futures in an amount up to
50% of its total assets but only if those puts are covered by
segregated liquid assets. In writing puts, there is a risk that the
Fund may be required to buy the underlying security at a
disadvantageous price.
- Forward Contracts. Forward contracts are foreign currency
exchange contracts. They are used to buy or sell foreign currency for
future delivery at a fixed price. The Fund uses them to try to "lock
in" the U.S. dollar price of a security denominated in a foreign
currency that the Fund has bought or sold, or to protect against
possible losses from changes in the relative values of the U.S. dollar
and foreign currency. The Fund limits its net exposure under forward
contracts in a particular foreign currency to the amount of its assets
denominated in that currency or denominated in a closely-correlated
currency.
- Hedging Instruments can be volatile investments and may
involve special risks. 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 has special
tax effects on the Fund. There are also special risks in particular
hedging strategies. If a covered call written by the Fund is exercised
on a security that has increased in value, the Fund will be required to
sell the security at the call price and will not be able to realize any
profit if the security 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. These risks and the hedging strategies the Fund may
use are described in greater detail in the Statement of Additional
Information.
- Short Sales Against-the-Box. In a short sale, the seller does
not own the security that is sold, but normally borrows the security to
fulfill its delivery obligation. The seller later buys the security to
repay the loan, in the expectation that the price of the security will
be lower when the purchase is made, resulting in a gain. The Fund may
not sell securities short except in collateralized transactions
referred to as "short sales against-the-box," where the Fund owns an
equivalent amount of the securities sold short. This technique is
primarily used for tax purposes. As a fundamental policy, no more than
15% of the Fund's net assets will be held as collateral for such short
sales at any one time.
Other Investment Restrictions
The Fund has certain investment restrictions that are fundamental
policies. Under these restrictions, the Fund cannot do any of the
following:
- Buy securities issued or guaranteed by any one issuer (except
the U.S. Government or any of its agencies or instrumentalities) if,
with respect to 75% of its total assets, more than 5% of the Fund's
total assets would be invested in securities of that issuer, or the
Fund would then own more than 10% of that issuer's voting securities.
- Concentrate investments in any particular industry. Therefore
the Fund will not purchase the securities of companies in any one
industry if, thereafter, more than 25% of the value of the Fund's
assets would consist of securities of companies in that industry.
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. Other investment restrictions are
listed in "Investment Restrictions" in the Statement of Additional
Information.
How the Fund is Managed
Organization and History. The Fund was originally incorporated in
Maryland in 1969 and was reorganized in 1986 as a Massachusetts
business trust. The Fund is an open-end, diversified management
investment company, with an unlimited number of authorized shares of
beneficial interest.
The Fund is governed by a Board of Trustees, which is responsible
for protecting the interests of shareholders under Massachusetts law.
The Trustees periodically meet throughout the year to oversee the
Fund's activities, review its performance, and review the actions of
the Manager. "Trustees and Officers of the Fund" in the Statement of
Additional Information names the Trustees and officers of the Fund and
provides more information about them. Although the Fund will not
normally 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 Trustee or to
take other action described in the Fund's Declaration of Trust.
The Board of Trustees 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 three classes of shares,
Class A, Class B and Class C. 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. Only shares of a particular class vote as a
class on matters that affect that class alone. Shares are freely
transferrable.
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
Trustees, under an Investment Advisory Agreement which states the
Manager's responsibilities. The Investment Advisory Agreement sets
forth the 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
$55 billion as of September 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 Manager. The Portfolio Manager of the Fund is
William L. Wilby. He is a Senior Vice President of the Manager. He
has been the person principally responsible for the day-to-day
management of the Fund's portfolio since December, 1992. During the
past five years, Mr. Wilby has also served as an officer and portfolio
manager for other Oppenheimer funds, prior to which he was an
international investment strategist at Brown Brothers, Harriman & Co.
and a Managing Director and Portfolio Manager at AIG Global Investors.
- Fees and Expenses. Under the Investment Advisory Agreement the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.80% of the first $250 million of
average annual net assets, 0.77% of the next $250 million, 0.75% of the
next $500 million, 0.69% of the next $1 billion, and 0.67% of average
annual net assets in excess of $2 billion. The Manager has voluntarily
agreed to reduce the management fee to which it is entitled under the
Agreement to 0.65% on assets in excess of $3.5 billion. The Fund's
management fee for its last fiscal year ended September 30, 1996, was
.71% of average annual net assets for both its Class A and Class B
shares. The Fund's shareholders have been asked to approve a proposed
investment advisory agreement that would include the Manager's
undertaking as part of its management fee rate. This Prospectus will
not be supplemented if the proposed agreement is approved, because the
fee paid by the Fund would not change.
The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal fees 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 Fund" 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 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
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 and on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "total
return" and "average annual total return" to illustrate its
performance. The performance of each class of shares is shown
separately, because the performance of each class 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
information may help you see how well your Fund has done over time and
to compare it to other funds or 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 they
include the payment of the current maximum initial sales charge. When
total returns are shown for Class B or 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 considering the effect of
the sales charge, 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 last fiscal year ended September 30,
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 Fund's
fiscal year ended September 30, 1996, the U.S. stock market
outperformed the major foreign stock markets. The Manager utilized the
following global theme areas in selecting stocks for the Fund's
portfolio: telecommunications, emerging consumer markets,
infrastructure, capital market development, healthcare, natural
resources, corporate restructuring and efficiency enhancement. The
Fund's performance benefited from appreciation of oil services
companies, selected within the natural resources theme, as oil prices
moved higher in 1996. In healthcare, the Manager used a sharp decline
in the biotechnology sector to add to the Fund's biotechnology
holdings, and also established holdings of several European banks.
- 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 September
30, 1996. In the case of Class A shares, performance is measured over
a ten-year period. In the case of Class B shares, performance is
measured over a one-year period, and since inception of the Class on
August 17, 1993. In the case of Class C shares performance is measured
from the inception of the Class on October 2, 1995.
The Fund's performance is compared to the performance of the
Morgan Stanley Capital International World Index, an unmanaged index of
issuers listed on the stock exchanges of 20 foreign countries and the
United States. It is widely recognized as a measure of global stock
market performance. 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 deduction of the
current maximum sales charge of 5.75% for Class A shares, the
applicable contingent deferred sales charge on Class B shares, and
reinvestment of all dividends and capital gains distributions, and 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 Morgan Stanley Capital International
World Index. Moreover, the index performance data does not reflect any
assessment of the risk of the investments included in the index.
Comparison of Change in Value
of $10,000 Hypothetical Investments in: Class A and Class B Shares of
Oppenheimer Global Fund And
Morgan Stanley Capital International World Index
(Graphs)
Oppenheimer Global Fund
Avg. Annual Total Returns Avg. Annual Total Returns
of Class A Shares of of Class B Shares
the Fund at of the Fund
9/30/96(1) at 9/30/96(2)
A Shares 1 Year 5 Year 10 Year B Shares 1 Year Life of
Class:
6.49% 9.33% 12.26% 7.07% 13.05%
Cumulative Total Return
of Class C Shares of the
Fund at 9/30/96 (3)
- ------------------------------
C Shares Life of Class:
- --------- -------
11.34%
_____________________
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.
(1) Class A returns are shown net of the applicable 5.75% maximum
initial sales charge. The inception date of the Fund (Class A shares)
was 12/22/69.
(2) Class B shares of the Fund were first publicly offered on 8/17/93.
Returns are shown net of the applicable 5% and 3% contingent deferred
sales charges, respectively, for the 1-year period and the Life-of-
Class. 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 10/2/95.
The Life-of-Class return is shown net of the applicable 1% contingent
deferred sales charge.
Past performance is not predictive of future performance.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors three different classes of
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 purchases by "Retirement Plans," as defined in "Class A Contingent
Deferred Sales Charge" on page ____). 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 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 sales charge varies depending on how long you own 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 described in "Buying Class C Shares" below.
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, considering the
effect of the annual 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 the 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 each class of shares, and which 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 plan to 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 Class B or
Class C shares 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 7
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 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 C
shares, as discussed above, because of the effect of the expected lower
expenses for Class A shares and the reduced initial sales charges
available for larger investments in Class A shares under the Fund's
Right of Accumulation.
Of course, 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 therefore you should analyze your options carefully.
- Are There Differences in Account Features That Matter to You?
Because some account features may not be available to Class B or Class
C shareholders, or other features (such as Automatic Withdrawal Plans)
might 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. 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, that
may be a factor to consider.
- 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 of shares 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: that is, to compensate 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 of as little as $25. Subsequent purchases of at
least $25 can be made by telephone through AccountLink.
Under pension, profit-sharing and 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, 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, it is recommended that you discuss your investment
first with a financial advisor, to be sure that 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. You can then 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 Price 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 may reject any purchase order for the Fund's
shares, in its sole discretion.
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
(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. The current sales charge rates and commissions paid to
dealers and brokers
are as follows:
<TABLE>
<CAPTION>
Front-End Front-End
Sales Charge Sales Charge Commission
as Percentage as Percentage as Percentage
Amount of of Offering of Amount of Offering
Purchase Price Invested Price
- --------- ------------- ------------- -------------
<S> <C> <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 section 401(a)
if the retirement plan has total plan assets of $500,000 or more;
- Purchases by an a retirement plan qualified under section
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 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 may be equal
to 1.0% of either (1) the aggregate net asset value of the redeemed
shares (not including shares purchased by reinvestment of dividends or
capital gain 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.
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 that applies to 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 the reduced sales charge rate for the Class A
shares purchased during that period. This can include purchases made
up to 90 days before the date of the Letter. 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 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
made available to their clients (those clients may be charged a
transaction fee by their dealer, broker, bank or adviser for the
purchase or sale of Fund shares);
- (1) investment advisors and financial planners who charge an
advisory, consulting or other fee for their services and buy shares for
their own account or the account 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 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; or
- 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); or
- for distributions from a TRAC-2000 401(k) plan sponsored by the
Distributor due to the termination of the TRAC-2000 program.
- 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 Trustees
authorizes such reimbursements, which it has not yet done) 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 providers or their 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 6 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 reimburse its expenses of 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 6 years, and (3) shares held
the longest during the 6-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:
Contingent Deferred Sales
Charge
Years Since Beginning of Month In on Redemptions in that Year
Which Purchase 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.
- 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 the Distributor to reimburse 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 services and 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 6
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
Class 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. 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 sale 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. Those
payments retained by the Distributor during the first year Class C
shares are outstanding. 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 Class 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 Plan for Class B and Class C shares.
If either Plan is terminated by the Fund, 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.
At September 30, 1996, the end of the Class B Plan year, the
Distributor had incurred unreimbursed expenses under the Plan of
$16,226,094 (equal to 3.00% of the Fund's net assets represented by
Class B shares on that date), which have been carried over into the
present Plan year. At September 30, 1996, the end of the Class C Plan
year, the Distributor had incurred unreimbursed expenses under the Plan
of $200,447 (equal to 1.15% of the Fund's net assets represented by
Class C shares on that date), which have been carried over into the
present Plan year.
Payments under the Class C Plan are at a fixed rate that is not
related to the Distributor's expenses. The Fund's Board of Trustees
have proposed a new Class B Plan having the same fees as the current
plan, under which payments would also be at a fixed rate that is not
related to the Distributor's expenses. This Prospectus will not be
supplemented if Class B shareholders approve the new Class B Plan.
- 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 OppenheimerFunds 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 automatically an amount you establish in advance 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 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 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
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, including SAR/SEP-
IRAs
- 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, you must
arrange for the distribution request to be 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 on behalf of a corporation, partnership or other
business, or as a fiduciary, 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 for requests by mail:
OppenheimerFunds Services
P.O. Box 5270, Denver, Colorado 80217
Send courier or Express Mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, 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 sent to
that bank account.
- Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone, once in any 7-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 By 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. The bank must be 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. Brokers or dealers may charge for that
service. Please call your dealer for more information about this
procedure. 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 this 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 this 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 "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 name(s) 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 shares of the other
fund, which may result in a capital gain or 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.
The Distributor has entered into agreements with certain dealers
and investment advisers permitting them to exchange their clients'
shares by telephone. These privileges are limited under those
agreements and the Distributor has the right to reject or suspend those
privileges. As a result, those exchanges may be subject to notice
requirements, delays and other limitations that do not apply to
shareholders who exchange their shares directly by calling or writing
to the Transfer Agent.
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 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 Trustees 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 Trustees 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 it 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 or improperly.
- 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 value has fallen below $500 for reasons other than
the fact that the market value of shares has dropped, 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 a
certified Social Security or Employer Identification Number when you
sign your application, or if you violate Internal Revenue Service
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 declares dividends separately for Class A, Class B
and Class C shares from net investment income, if any, on an annual
basis and normally pays those dividends to shareholders in December,
but the Board of Trustees 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 September 30th). Because the Fund does not
have an objective of seeking current income, the amounts of dividends
it pays, if any, will likely be small. Dividends paid on Class A
shares will generally be higher than for Class B or Class C shares
because expenses allocable to Class B and Class C shares will generally
be higher than for Class A 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, and the Fund may
make supplemental distributions of capital gains following the end of
its fiscal year. Long-term capital gains will be separately identified
in the tax information the Fund sends you after the end of the year.
Short-term capital gains are treated as dividends for tax purposes.
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 Long-Term 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 funds
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. Long-term capital gains are taxable as long-term capital gains
when distributed to shareholders. It does not matter how long you held
your shares. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Distributions are
subject to federal income tax and may be subject to state or local
taxes. Your distributions are taxable when paid, whether you reinvest
them in additional shares or take them in cash. Every year the Fund
will send you and the IRS a statement showing the amount of all taxable
distributions you received in the previous year.
When more than 50% of its assets are invested in foreign
securities at the end of any fiscal year, the Fund may elect that
Section 853 of the Internal Revenue Code will apply to it to permit
shareholders to take a credit (or a deduction) on their own federal
income tax returns for foreign taxes paid by the Fund. "Dividends,
Capital Gains and Taxes" in the Statement of Additional Information
contains further information about this tax provision.
- "Buying a Dividend": When a 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, including redemptions
for exchanges, are subject to capital gains tax. Generally speaking, a
capital gain or loss is the difference between the price you paid for
the shares and the price you received when you sold them.
- Returns of Capital: In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A
non-taxable return of capital may reduce your tax basis in your Fund
shares.
This information is only a summary of certain Federal tax
information about your investment. More 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 for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds
The initial and contingent deferred 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 (i) acquired by such shareholder
pursuant to an exchange of shares of one of the Oppenheimer funds that
was one of the Former Quest for Value Funds or (ii) received by such
shareholder pursuant to the merger of any of the Former Quest for Value
Funds into an Oppenheimer fund on November 24, 1995.
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.
Front-End Front-End
Sales Sales Commission
Charge Charge as
as a as a Percentage
Number of Percentage Percentage of
Eligible Employees of Offering of Amount Offering
or Members Price Invested Price
9 or fewer 2.50% 2.56% 2.00%
At least 10 but not
more than 49 2.00% 2.04% 1.60%
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 27 and 28 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 issued in the reorganization on November 24,
1995 for shares of Quest For Value Global Income Fund that were subject
to a contingent deferred sales charge, 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. This contingent
deferred sales charge rate also applies to shares of the Fund purchased
by exchange of shares of other Oppenheimer funds that 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. 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 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."
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 merger of a Former Quest for Value Fund into the Fund or 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 merger of a Former Quest for Value Fund into the Fund or 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
this 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.
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER GLOBAL FUND
Graphic material included in Prospectus of Oppenheimer Global
Fund: "Comparison of Change in Value of $10,000 Hypothetical
Investments in Class A, Class B and Class C shares of Oppenheimer
Global Fund and the Morgan Stanley Capital International World Index."
Linear graphs will be included in the Prospectus of Oppenheimer
Global Fund (the "Fund") depicting the initial subsequent account
values of hypothetical $10,000 investments in (i) Class A shares of
the Fund during the past 10 fiscal years, (ii) Class B shares of the
Fund during the period August 17, 1993 (first public offering of Class
B shares) to September 30, 1996, and (iii) Class C shares of the Fund
during the period October 2, 1995 (inception of the class); in each
case comparing such values with the same investment over the same time
periods in the Morgan Stanley Capital International World 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 Morgan Stanley Capital International World Index,
is set forth in the Prospectus under "Performance of the Fund -
Management's Discussion of Performance."
Fiscal Year Oppenheimer Morgan Stanley Capital
Ended Global Fund International World Index
- ----------- ----------- -------------------------
Class A
-------
09/30/86 9,425 10,000
09/30/87 14,388 14,438
09/30/88 10,766 13,581
09/30/89 15,382 17,084
09/30/90 15,503 13,478
09/30/91 19,179 16,884
09/30/92 18,358 16,812
09/30/93 21,602 20,324
09/30/94 25,749 21,964
09/30/95 28,135 25,252
09/30/96 31,788 28,838
Class B
-------
08/17/93 10,000 10,000
09/30/93 10,364 9,817
09/30/94 12,240 10,609
09/30/95 13,261 12,198
09/30/96 14,661 13,929
Class C
-------
10/02/95 10,000 10,000
09/30/96 11,134 11,420
Oppenheimer Global Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Adviser
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 Agent and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015
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.
PR0330.001.0197 *Printed on recycled paper
<PAGE>
Oppenheimer Global Fund
Two World Trade Center, New York, New York 10048-0203
1-800-525-7048
Statement of Additional Information dated January 7, 1997
This Statement of Additional Information of Oppenheimer Global
Fund is not a Prospectus. This document contains additional
information about the Fund and supplements information in the
Prospectus dated January 7, 1997. 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.
Table of Contents
Page
About the Fund
Investment Objective and Policies 2
Investment Policies and Strategies 2
Other Investment Techniques and Strategies 6
Other Investment Restrictions 15
How the Fund is Managed 16
Organization and History 16
Trustees and Officers of the Fund 17
The Manager and Its Affiliates 21
Brokerage Policies of the Fund 22
Performance of the Fund 24
Distribution and Service Plans 27
About Your Account
How to Buy Shares 29
How to Sell Shares 36
How to Exchange Shares 39
Dividends, Capital Gains and Taxes 41
Additional Information About the Fund 42
Financial Information About the Fund
Independent Auditors' Report 42
Financial Statements 43
Appendix: Corporate Industry Classifications A-1
<PAGE>
About the Fund
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and
policies of the Fund are described in the 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. Capitalized terms used
in this Statement of Additional Information have the same meanings as
those terms have in the Prospectus.
In selecting securities for the Fund's portfolio, the Fund's
investment adviser, OppenheimerFunds, Inc. (the "Manager"), evaluates
the merits of securities primarily through the exercise of its own
investment analysis. This may include, among other things, evaluation
of the history of the issuer's operations, prospects for the industry
of which the issuer is part, the issuer's financial condition, the
issuer's pending product developments and developments by competitors,
the effect of general market and economic conditions on the issuer's
business, and legislative proposals or new laws that might affect the
issuer. Current income is not a consideration in the selection of
portfolio securities for the Fund, whether for appreciation, defensive
or liquidity purposes. The fact that a security has a low yield or
does not pay current income will not be an adverse factor in selecting
securities to try to achieve the Fund's investment objective of capital
appreciation unless the Manager believes that the lack of yield might
adversely affect appreciation possibilities.
The portion of the Fund's assets allocated to securities selected
for capital appreciation and the investment techniques used will depend
upon the judgment of the Fund's Manager as to the future movement of
the equity securities markets. If the Manager believes that economic
conditions favor a rising market, the Fund will emphasize securities
and investment methods selected for high capital growth. If the
Manager believes that a market decline is likely, defensive securities
and investment methods may be emphasized.
- Investing in Securities of Growth-Type Companies. The Fund may
emphasize securities of "growth-type" companies. Such issuers
typically are those the goods or services of which have relatively
favorable long-term prospects for increasing demand, or ones which
develop new products, services or markets and normally retain a
relatively large part of their earnings for research, development and
investment in capital assets. They may include companies in the
natural resources fields or those developing industrial applications
for new scientific knowledge having potential for technological
innovation, such as nuclear energy, oceanography, business services and
new customer products.
- Investing in Small, Unseasoned Companies. The securities of
small, unseasoned companies may have a limited trading market, which
may adversely affect the Fund's ability to sell them and can reduce the
price the Fund might be able to obtain for them. If other investors
holding the same securities as the Fund sell them when the Fund
attempts to dispose of its holdings, the Fund may receive lower prices
than might otherwise be obtained, because of the thinner market for
such securities.
- Foreign Securities. "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 traded in the U.S. over-the-counter markets
are not considered "foreign securities" for the purpose 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.
Investing in foreign securities offers the Fund 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
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 Trustees under applicable rules of the
Securities and Exchange Commission. 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.
- Risks of Foreign Investing. Investing in foreign securities
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 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.
A number of current significant political demographic and economic
developments may affect investments in foreign securities and in
securities of companies with operations overseas. Such developments
include dramatic political changes in government and economic policies
in several Eastern European countries, Germany and the republics
comprising the former Soviet Union, as well as unification of the
European Economic Community. The course of any of one or more of these
events and the effect on trade barriers, competition and markets for
consumer goods and services is uncertain. With roughly two-thirds of
all outstanding equity securities now traded outside of the United
States the Fund's global scope enables it to attempt to take advantage
of other world markets and companies and seek to protect itself against
declines in any single economy.
- Convertible Securities. 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, the 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 fixed-income
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. Warrants basically are options to purchase
equity securities at specified prices valid for a specific period of
time. Their prices do not necessarily move in a manner parallel to the
prices of the underlying securities. The price paid for a warrant will
be lost unless the warrant is exercised prior to expiration. Rights
are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Warrants and
rights have no voting rights, receive no dividends and have no rights
with respect to the assets of the issuer.
- Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933,
the Fund may have to cause those securities to be registered. The
expenses of registration of restricted securities may be negotiated by
the Fund with the issuer at the time such securities are purchased by
the Fund, if such registration is required before such securities may
be sold publicly. When registration must be arranged because the Fund
wishes to sell the security, a considerable period may elapse between
the time the decision is made to sell the securities and the time the
Fund would be permitted to sell them. The Fund would bear the risks of
any downward price fluctuation during that period. The Fund may also
acquire, through private placements, securities having contractual
restrictions on their resale, which might limit the Fund's ability to
dispose of such securities and might lower the amount realizable upon
the sale of such securities.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to
Rule 144A under the Securities Act of 1933, provided that those
securities have been determined to be liquid by the Board of Trustees
of the Fund or by the Manager under Board-approved guidelines. Those
guidelines take into account the trading activity for such securities
and the availability of reliable pricing information, among other
factors. If there is a lack of trading interest in a particular Rule
144A security, the Fund's holding of that security may be deemed to be
illiquid.
- Repurchase Agreements. The Fund may acquire securities subject
to repurchase agreements for liquidity purposes to meet anticipated
redemptions, or pending the investment of the proceeds from sales of
Fund shares, or pending the settlement of purchases of portfolio
securities.
In a repurchase transaction, the Fund acquires a security from, and
simultaneously resells it \to, an approved vendor (a U.S. commercial
bank or the U.S. branch of a foreign bank, or a broker-dealer which has
been designated a primary dealer in U.S. government securities, which
must meet credit requirements set by the Fund's Board of Trustees from
time to time), for delivery on an agreed-upon future date. The resale
price exceeds the purchase price by an amount that reflects an agreed-
upon interest rate effective for the period during which the repurchase
agreement is in effect. The majority of these transactions run from
day to day, and delivery pursuant to the resale typically will occur
within one to five days of the purchase. Repurchase agreements are
considered "loans" under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), collateralized by the underlying
security. The Fund's repurchase agreements require that at all times
while the repurchase agreement is in effect, the value of the
collateral must equal or exceed the repurchase price to fully
collateralize the repayment obligation. Additionally, the Manager will
impose creditworthiness requirements to confirm that the vendor is
financially sound and will continuously monitor the collateral's value.
- Loans of Portfolio Securities. The Fund may lend its portfolio
securities pursuant to the Securities Lending Agreement and Guaranty
(the "Securities Lending Agreement") with The Bank of New York, subject
to the restrictions stated in the Prospectus. The Fund will lend such
portfolio securities to attempt to increase the Fund's income. Under
the Securities Lending Agreement and applicable regulatory requirements
(which are subject to change), the loan collateral must, on each
business day, be at least equal to the value of the loaned securities
and must consist of cash, bank letters of credit or securities of the
U.S. Government (or its agencies or instrumentalities), or other cash
equivalents in which the Fund is permitted to invest. To be acceptable
as collateral, letters of credit must obligate a bank to pay to The
Bank of New York, as agent, amounts demanded by the Fund if the demand
meets the terms of the letter. Such terms of the letter and the
issuing bank must be satisfactory to The Bank of New York and the Fund.
The Fund will receive, pursuant to the Securities Lending Agreement,
60% of all annual net income from securities lending transactions. The
Bank of New York has agreed, in general, to guarantee the obligations
of borrowers to return loaned securities and to be responsible for
expenses relating to securities lending. The Fund will be responsible
for risks associated with the investment of cash collateral. The term
of the Securities Lending Agreement is thirty-six months, subject to
termination by The Bank of New York or the Fund. The Fund may incur a
termination fee if it terminates the Securities Lending Agreement
during this term. The terms of the Fund's loans must also meet
applicable tests under the Internal Revenue Code and permit the Fund to
reacquire loaned securities on five business days' notice or in time to
vote on any important matter.
- Borrowing For Leverage. From time to time, the Fund may
increase its ownership of securities by borrowing from banks on an
unsecured basis and investing the borrowed funds, subject to the
restrictions stated in the Prospectus. Any such borrowing will be made
only from banks, and pursuant to the requirements of the Investment
Company Act, will be made only to the extent that the value of the
Fund's assets, less its liabilities other than borrowings, is equal to
at least 300% of all borrowings including the proposed borrowing. If
the value of the Fund's assets, when computed in that manner, should
fail to meet the 300% asset coverage requirement, the Fund is required
within three days to reduce its bank debt to the extent necessary to
meet that coverage requirement. To do so, the Fund may have to sell a
portion of its investments at a time when it would otherwise not want
to sell the securities. Interest on money the Fund borrows is an
expense the Fund would not otherwise incur, so that during periods of
substantial borrowings, its expenses may increase more than the
expenses of funds that do not borrow.
Other Investment Techniques and Strategies
- Hedging With Options and Futures Contracts. The Fund may use
hedging instruments for the purposes described in the Prospectus. When
hedging to attempt to protect against declines in the market value of
the Fund's portfolio, or to permit the Fund to retain unrealized gains
in the value of portfolio securities which have appreciated, or to
facilitate selling securities for investment reasons, the Fund may: (i)
sell Futures, (ii) buy puts on such Futures or securities, or (iii)
write covered calls on securities or on Futures. When hedging to
establish a position in the equity securities markets as a temporary
substitute for the purchase of individual equity securities the Fund
may: (i) buy Futures, or (ii) buy calls on such Futures or securities
held by it. Normally, the Fund would then purchase the equity
securities and terminate the hedging position.
The Fund's strategy of hedging with Futures and options on Futures
will be incidental to the Fund's investment activities in the
underlying cash market. 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, and are legally
permissible and disclosed in the Prospectus. Additional information
about the hedging instruments the Fund may use is provided below.
- Stock Index Futures, Financial Futures and Interest Rate
Futures. The Fund may buy and sell futures contracts relating to a
securities index ("Financial Futures"), including "Stock Index
Futures," a type of Financial Future for which the index used as the
basis for trading is a broadly-based stock index (including stocks that
are not limited to issuers in a particular industry or group of
industries). A stock index assigns relative values to the common
stocks included in the index and fluctuates with the changes in the
market value of those stocks. Stock indices cannot be purchased or
sold directly. Financial Futures are contracts based on the future
value of the basket of securities that comprise the underlying index.
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 or Stock Index Future.
The Fund may also buy Futures relating to debt securities
("Interest Rate Futures"). 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 to settle the
futures transaction, or to enter into an offsetting contract. As with
Financial Futures, no monetary amount is paid or received by the Fund
on the purchase of an Interest Rate 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"). Initial
margin payments 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 certain specified
conditions. As the Future is marked to market (that is, its value on
the Fund's books is changed) to reflect changes in its market value,
subsequent margin payments, called variation margin, will be paid to or
by the futures broker on a daily basis.
At any time prior to the expiration of the Future, the Fund may
elect to close out its position by taking an opposite position, at
which time a final determination of variation margin is made and
additional cash is required to be paid by or released to the Fund. Any
gain or loss is then realized by the Fund on the Future for tax
purposes. Although Financial Futures and Stock Index Futures by their
terms call for settlement by the delivery of cash, and Interest Rate
Futures call for the delivery of a specific debt security, in most
cases the settlement obligation is fulfilled without such delivery by
entering into an offsetting transaction. All Futures transactions are
effected through a clearinghouse associated with the exchange on which
the contracts are traded.
- Writing Covered Calls. As described in the Prospectus, the Fund
may write covered calls. When the Fund writes a call on an investment,
it receives a premium and agrees to sell the callable investment to a
purchaser of a corresponding call 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 investment) regardless of market
price changes during the call period. 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 option transaction
costs and the premium received on the call the Fund has written is more
or less than the price of the call the Fund subsequently purchased. A
profit may also be realized if the call lapses unexercised, because the
Fund retains the underlying investment and the premium received. Those
profits are considered short-term capital gains for Federal income tax
purposes, as are premiums on lapsed calls, and when distributed by the
Fund are taxable as ordinary income. If the Fund could not effect a
closing purchase transaction due to the lack of a market, it would have
to hold the callable investment until the call lapsed or was exercised.
The Fund may also write calls on Futures without owning a futures
contract or deliverable securities, provided that at the time the call
is written, the Fund covers the call by segregating in escrow an
equivalent dollar value of deliverable securities or liquid assets. The
Fund will segregate additional liquid assets if the value of the
escrowed assets drops below 100% of the current value of the Future.
In no circumstances would an exercise notice as to a Future put the
Fund in a short futures position.
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 that are traded on exchanges, or as
to other acceptable escrow securities, so that no margin will be
required from the Fund for such option transactions. OCC will release
the securities covering a call on the expiration of the call or when
the Fund enters into a closing purchase transaction. Call writing
affects the Fund's turnover rate and the brokerage commissions it pays.
Commissions, normally higher than on general securities transactions,
are payable on writing or purchasing a call.
- Purchasing Puts and Calls. The Fund may purchase calls to
protect against the possibility that the Fund's portfolio will not
participate in an anticipated rise in the securities market. When the
Fund purchases a call, it pays a premium (other than in a closing
purchase transaction) and, except as to calls on stock indices, has the
right to buy the underlying investment from a seller of a corresponding
call on the same investment during the call period at a fixed exercise
price. In purchasing a call, the Fund benefits only if the call is
sold at a profit or if, during the call period, the market price of the
underlying investment is above the sum of the call price, transaction
costs, and the premium paid, and the call is exercised. If the call is
not exercised or sold (whether or not at a profit), it will become
worthless at its expiration date and the Fund will lose its premium
payment and the right to purchase the underlying investment. When the
Fund purchases a call on a stock index, it pays a premium, but
settlement is in cash rather than by delivery of the underlying
investment to the Fund.
When the Fund purchases a put, it pays a premium and, except as to
puts on stock indices, has the right to sell the underlying investment
to a seller of a corresponding put on the same investment during the
put period at a fixed exercise price. Buying a put on an investment
the Fund owns (a "protective put") enables the Fund to attempt to
protect itself during the put period against a decline in the value of
the underlying investment below the exercise price by selling the
underlying investment at the exercise price to a seller of a
corresponding put. If the market price of the underlying investment is
equal to or above the exercise price and as a result the put is not
exercised or resold, the put will become worthless at its expiration
and the Fund will lose the premium payment and the right to sell the
underlying investment. However, the put may be sold prior to
expiration (whether or not at a profit).
Puts and calls on broadly-based stock indices or Stock Index
Futures are similar to puts and calls on securities or futures
contracts except that all settlements are in cash and gain or loss
depends on changes in the index in question (and thus on price
movements in the stock market generally) rather than on price movements
of individual securities or futures contracts. When the Fund buys a
call on a stock index or Stock Index Future, it pays a premium. If the
Fund exercises the call during the call period, a seller of a
corresponding call on the same investment will pay the Fund an amount
of cash to settle the call if the closing level of the stock index or
Future upon which the call is based is greater than the exercise price
of the call. That cash payment is equal to the difference between the
closing price of the call and the exercise price of the call times a
specified multiple (the "multiplier") which determines the total dollar
value for each point of difference. When the Fund buys a put on a
stock index or Stock Index Future, it pays a premium and has the right
during the put period to require a seller of a corresponding put, upon
the Fund's exercise of its put, to deliver cash to the Fund to settle
the put if the closing level of the stock index or Stock Index Future
upon which the put is based is less than the exercise price of the put.
That cash payment is determined by the multiplier, in the same manner
as described above as to calls.
When the Fund purchases a put on a stock index, or on a Stock Index
Future not owned by it, the put protects the Fund to the extent that
the index moves in a similar pattern to the securities the Fund holds.
The Fund can either resell the put or, in the case of a put on a Stock
Index Future, buy the underlying investment and sell it at the exercise
price. The resale price of the put will vary inversely with the price
of the underlying investment. If the market price of the underlying
investment is above the exercise price, and as a result the put is not
exercised, the put will become worthless on the expiration date. In
the event of a decline in price of the underlying investment, the Fund
could exercise or sell the put at a profit to attempt to offset some or
all of its loss on its portfolio securities.
The Fund's option activities may affect its portfolio turnover rate
and brokerage commissions. The exercise of calls written by the Fund
may cause the Fund to sell related portfolio securities, thus
increasing its turnover rate. The exercise by the Fund of puts on
securities will cause the sale of underlying investments, increasing
portfolio turnover. Although the decision whether to exercise a put it
holds is within the Fund's control, holding a put might cause the Fund
to sell the related investments for reasons that would not exist in the
absence of the put. The Fund will pay a brokerage commission each time
it buys or sells a call, put or an underlying investment in connection
with the exercise of a put or call. Those commissions may be higher
than the commissions for direct purchases or sales of the underlying
investments.
Premiums paid for options are small in relation to the market value
of the underlying investments and, consequently, put and call options
offer large amounts of leverage. The leverage offered by trading in
options could result in the Fund's net asset value being more sensitive
to changes in the value of the underlying investments.
- Options on Foreign Currency. The Fund intends to write and
purchase calls on foreign currencies. The Fund may purchase and write
puts and calls on foreign currencies that are traded on a securities or
commodities exchange or over-the-counter markets or are quoted by major
recognized dealers in such options. It does so to protect against
declines in the dollar value of foreign securities and against
increases in the dollar cost of foreign securities to be acquired. If
the Manager anticipates a rise in the dollar value of a foreign
currency in which securities to be acquired are denominated, the
increased cost of such securities may be partially offset by purchasing
calls or writing puts on that foreign currency. If a decline in the
dollar value of a foreign currency is anticipated, the decline in value
of portfolio securities denominated in that currency may be partially
offset by writing calls or purchasing puts on that foreign currency.
However, in the event of currency rate fluctuations adverse to the
Fund's position, it would lose the premium it paid and transactions
costs.
A call written on a foreign currency by the Fund is covered if the
Fund owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian) upon conversion or
exchange of other foreign currency held in its portfolio. A call may
be written by the Fund on a foreign currency to provide a hedge against
a decline due to an expected adverse change in the exchange rate in the
U.S. dollar value of a security which the Fund owns or has the right to
acquire and which is denominated in the currency underlying the option.
This is a cross-hedging strategy. In such circumstances, the Fund
collateralizes the option by maintaining in a segregated account with
the Fund's Custodian, cash or U.S. Government Securities in an amount
not less than the value of the underlying foreign currency in U.S.
dollars marked-to-market daily.
- Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price. 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.
These contracts are generally traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and
their customers. The Fund may enter into a Forward Contract in order
to "lock in" the U.S. dollar price of a security denominated in a
foreign currency which it has purchased or sold but which has not yet
settled, or to protect against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and a
foreign currency.
There is a risk that 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. Forward contracts include
standardized foreign currency futures contracts which are traded on
exchanges and are subject to procedures and regulations applicable to
other Futures. The Fund may also enter into a forward contract to sell
a foreign currency denominated in a currency other than that in which
the underlying security is denominated. This is done in the
expectation that there is a greater correlation between the foreign
currency of the forward contract and the foreign currency of the
underlying investment than between the U.S. dollar and the foreign
currency of the underlying investment. This technique is referred to
as "cross hedging." The success of cross hedging is dependent on many
factors, including the ability of the Manager to correctly identify and
monitor the correlation between foreign currencies and the U.S. dollar.
To the extent that the correlation is not identical, the Fund may
experience losses or gains on both the underlying security and the
cross currency hedge.
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.
There is no limitation as to the percentage of the Fund's assets
that may be committed to foreign currency exchange contracts. The Fund
does not enter into such forward contracts or maintain a net exposure
in such contracts to the extent that the Fund would be obligated to
deliver an amount of foreign currency in excess of the value of the
Fund's assets denominated in that currency (or another currency that is
also the subject of the hedge), or enter into a "cross hedge," unless
it is denominated in a currency or currencies that the Manager believes
will have price movements that tend to correlate closely with the
currency in which the investment being hedged is denominated. See "Tax
Aspects of Covered Calls and Hedging Instruments" below for a
discussion of the tax treatment of foreign currency exchange contracts
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 the Fund 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 the Fund
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 are denominated ("cross hedge").
The Fund's Custodian will place cash or U.S. Government securities
or other liquid high-quality debt securities in a separate account of
the Fund having a value equal to the aggregate amount of the Fund's
commitments under forward contracts to cover its short positions. If
the value of the securities placed in the separate account declines,
additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the
Fund's net commitments with respect to such contracts. As an
alternative to maintaining all or part of the separate account, the
Fund may purchase a call option permitting the Fund to purchase the
amount of foreign currency being hedged by a forward sale contract at a
price no higher than the forward contract price, or the Fund may
purchase a put option permitting the Fund to sell the amount of foreign
currency subject to a forward purchase contract at a price as high or
higher than the forward contract price. 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 Fund would
realize a gain or loss as a result of entering into such an offsetting
Forward Contract under either circumstance to the extent the exchange
rate or rates between the currencies involved moved between the
execution dates of the first contract and offsetting 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 all of its holdings of foreign currency
deposits 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.
- 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 on Futures established by the Commodity
Futures Trading Commission ("CFTC"). In particular the Fund is
exempted from registration with the CFTC as a "commodity pool operator"
if the Fund 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 total assets for hedging purposes that are not
considered bona fide hedging strategies under the Rule. Under the
Rule, the Fund also must use short Futures and Futures options
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 option exchanges governing the maximum number of options
that 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 or through one or
more 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 adviser as the
Fund (or an adviser that is an affiliate of the Fund's adviser). The
exchanges also impose position limits on Futures transactions. 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, 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 (although it reserves the right not to qualify).
That qualification enables the Fund to "pass through" its income and
realized capital gains to shareholders without having to pay tax on
them. This avoids a "double tax" on that income and capital gains,
since shareholders normally will be taxed on the dividends and capital
gains they receive from the Fund (unless the Fund's shares are held in
a retirement account or the shareholder is otherwise exempt from tax).
One of the tests for the Fund's qualification as a regulated investment
company is that less than 30% of its gross income must be derived from
gains realized on the sale of securities held for less than three
months. To comply with this 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 Stock Index 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 options 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 less
than three months.
Certain foreign currency exchange contracts (Forward Contracts) in
which the Fund may invest are treated as "section 1256 contracts."
Gains or losses relating to section 1256 contracts generally are
characterized under the Internal Revenue Code as 60% long-term and 40%
short-term capital gains or losses. However, foreign currency gains or
losses arising from certain section 1256 contracts (including Forward
Contracts) generally are treated as ordinary income or loss. In
addition, section 1256 contracts held by the Fund at the end of each
taxable year are "marked-to-market" with the result that unrealized
gains or losses are treated as though they were realized. These
contracts also may be marked-to-market for purposes of the excise tax
applicable to investment company distributions and for other purposes
under rules prescribed pursuant to the Internal Revenue Code. An
election can be made by the Fund to exempt these transactions from this
marked-to-market treatment.
Certain Forward Contracts entered into by the Fund may result in
"straddles" for Federal income tax purposes. The straddle rules may
affect the character and timing of gains (or losses) recognized by the
Fund on straddle positions. Generally, a loss sustained on the
disposition of a position(s) making up a straddle is allowed only to
the extent such loss exceeds any unrecognized gain in the offsetting
positions making up the straddle. Disallowed loss is generally allowed
at the point where there is no unrecognized gain in the offsetting
positions making up the straddle, or the offsetting position is
disposed of.
Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates which occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally
are treated as ordinary income or ordinary loss. Similarly, on
disposition of debt securities denominated in a foreign currency and on
disposition of foreign currency forward contracts, gains or losses
attributable to fluctuations in the value of a foreign currency between
the date of acquisition of the security or contract and the date of
disposition also are treated as an ordinary gain or loss. Currency
gains and losses are offset against market gains and losses on each
trade before determining a net "section 988" gain or loss under the
Internal Revenue Code, which may ultimately increase or decrease the
amount of the Fund's investment company income available for
distribution to its shareholders.
- Risks of Hedging With Options and Futures. An option position
may be closed out only on a market that 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. In addition to
the risks associated with hedging that are discussed in the Prospectus
and above, there is a risk in using short hedging by (i) selling Stock
Index Futures or (ii) purchasing puts on stock indices or Stock Index
Futures to attempt to protect against declines in the value of the
Fund's equity securities. The risk is that the prices of Stock Index
Futures will correlate imperfectly with the behavior of the cash (i.e.,
market value) prices of the Fund's equity 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 risk of imperfect correlation increases as the composition of
the Fund's portfolio diverges from the securities included in the
applicable index. To compensate for the imperfect correlation of
movements in the price of the equity securities being hedged and
movements in the price of the hedging instruments, the Fund may use
hedging instruments in a greater dollar amount than the dollar amount
of equity securities being hedged if the historical volatility of the
prices of the equity securities being hedged is more than the
historical volatility of the applicable index. It is also possible
that if the Fund has used hedging instruments in a short hedge, the
market may advance and the value of equity securities held in the
Fund's portfolio may decline. If that occurred, the Fund would lose
money on the hedging instruments and also experience a decline in value
in its portfolio securities. However, while this could occur for a
very brief period or to a very small degree, over time the value of a
diversified portfolio of equity securities will tend to move in the
same direction as the indices upon which the hedging instruments are
based.
If the Fund uses hedging instruments to establish a position in the
equities markets as a temporary substitute for the purchase of
individual equity securities (long hedging) by buying Stock Index
Futures and/or calls on such Futures, on securities or on stock
indices, it is possible that the market may decline. If the Fund then
concludes not to invest in equity securities at that time because of
concerns as to a possible further market decline or for other reasons,
the Fund will realize a loss on the hedging instruments that is not
offset by a reduction in the price of the equity securities purchased.
- Short Sales Against-the-Box. In this type of short sale, while
the short position is open, the Fund must own an equal amount of the
securities sold short, or by virtue of ownership of other securities
have the right, without payment of further consideration, to obtain an
equal amount of the securities sold short. Short sales against-the-box
may be made to defer, for Federal income tax purposes, recognition of
gain or loss on the sale of securities "in the box" until the short
position is closed out. They may also be used to protect a gain on the
security "in-the-box" when the Fund does not want to sell it and
recognize a capital gain.
Other Investment Restrictions
The Fund's most significant investment restrictions are described
in the Prospectus. The following are also fundamental policies and
together with the Fund's fundamental policies described in the
Prospectus, cannot be changed without the approval 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 shareholders meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy; or (ii) more
than 50% of the outstanding shares.
Under these additional restrictions, the Fund cannot:
- invest in companies for the primary purpose of acquiring control
or management thereof;
- invest in commodities or in commodities contracts; other than the
hedging instruments permitted by any of its other fundamental policies,
whether or not any such hedging instrument is considered to be a
commodity or a commodity contract;
- invest in real estate or in interests in real estate, but may
purchase readily marketable securities of companies holding real estate
or interests therein;
- purchase securities on margin; however, the Fund may make margin
deposits in connection with any of the hedging instruments permitted by
any of its other fundamental policies;
- lend money, but the Fund may invest in all or a portion of an
issue of bonds, debentures, commercial paper, or other similar
corporate obligations of the types that are usually purchased by
institutions, whether or not publicly distributed, provided that such
obligations which are not publicly distributed shall be subject to the
limits on the amount set forth in the Prospectus under the caption
"Illiquid and Restricted Securities"; the Fund may also make loans of
portfolio securities, subject to the restrictions set forth in the
Prospectus and above under the caption "Loans of Portfolio Securities";
- mortgage or pledge any of its assets; such prohibition against
mortgaging or pledging does not prohibit the escrow arrangements
contemplated by the writing of covered call options or other collateral
or margin arrangements in connection with any of the Hedging
Instruments permitted by any of its other fundamental policies;
- underwrite securities of other companies, except insofar as it
might be deemed to be an underwriter for purposes of the Securities Act
of 1933 in the resale of any securities held in its own portfolio;
- invest or hold securities of any issuer if those officers and
directors or trustees of the Fund or its adviser owning individually
more than 1/2 of 1% of the securities of such issuer together own more
than 5% of the securities of such issuer; or
- invest in other open-end investment companies, or invest more than
5% of its net assets at the time of purchase in closed-end investment
companies, including small business investment companies, nor make any
such investments at commission rates in excess of normal brokerage
commissions. The percentage restrictions described above and in the
Prospectus apply only at the time of investment and require no action
by the Fund as a result of subsequent changes in relative values.
In connection with the qualification of its shares in certain
states, the Fund has undertaken that in addition to the above, it will
not: (1) invest more than 5% of its assets in securities of issuers,
including their predecessors, which have been in continuous operation
for less than three continuous years; or (2) invest any part of its
assets in oil, gas or other mineral exploration or development
programs. In the event that the Fund's shares cease to be qualified
under such laws or if such undertaking(s) otherwise cease to be
operative, the Fund would not be subject to such restrictions.
For purposes of the Fund's policy not to concentrate its assets, as
described in "Other Investment Restrictions" in the Prospectus, the
Fund has adopted the corporate industry classifications set forth in
the Appendix to this Statement of Additional Information. This is not
a fundamental policy.
How the Fund Is Managed
Organization and History. As a Massachusetts business trust, 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 Trustees or upon proper request of
the shareholders. Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Fund, to
remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares. In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the
Trustees 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 Trustees may take such other action as
set forth under Section 16(c) of the Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and
provides for indemnification and reimbursement of expenses out of its
property for any shareholder held personally liable for its
obligations. The Declaration of Trust also provides that the Fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Fund and satisfy any
judgment thereon. Thus, while Massachusetts law permits a shareholder
of a business trust (such as the Fund) to be held personally liable as
a "partner" under certain circumstances, the risk of a Fund shareholder
incurring financial loss on account of shareholder liability is limited
to the relatively remote circumstances in which the Fund would be
unable to meet its obligations described above. Any person doing
business with the Trust, and any shareholder of the Trust, agrees under
the Trust's Declaration of Trust to look solely to the assets of the
Trust for satisfaction of any claim or demand which may arise out of
any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers
and their principal occupations and business affiliations and
occupations during the past five years are set forth below. The
address for each Trustee and officer is Two World Trade Center, New
York, New York 10048-0203, unless another address is listed below.
All of the Trustees are also trustees of Oppenheimer Fund, Oppenheimer
Growth Fund, Oppenheimer Municipal Bond Fund, Oppenheimer Money Market
Fund, Inc., Oppenheimer Capital Appreciation Fund, Oppenheimer U.S.
Government Trust, Oppenheimer New York Municipal Fund, Oppenheimer
California Municipal Fund, Oppenheimer Multi-State Municipal Trust,
Oppenheimer Asset Allocation Fund, Oppenheimer Developing Markets Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer Discovery Fund,
Oppenheimer Enterprise Fund, Oppenheimer International Growth Fund,
Oppenheimer Series Fund, Inc., Oppenheimer Global Growth & Income Fund,
Oppenheimer Global Emerging Growth Fund, Oppenheimer Multi-Sector
Income Trust and Oppenheimer World Bond Fund (collectively, the "New
York-based Oppenheimer funds"), except that Ms. Macaskill is not a
director of Oppenheimer Money Market Fund, Inc. Ms. Macaskill and
Messrs. Bishop, Bowen, Donohue, Farrar and Zack, respectively, hold the
same offices with the other New York-based Oppenheimer funds as with
the Fund. As of December 13, 1996, the Trustees and officers of the
Fund as a group owned of record or beneficially less than 1% of each
class of shares of the Fund. The foregoing statement does not reflect
ownership of shares held of record by an employee benefit plan for
employees of the Manager (for which plan a Trustee and an officer
listed below, Ms. Macaskill and Mr. Donohue, respectively, are
trustees), other than the shares beneficially owned under that plan by
officers of the Fund listed below.
Leon Levy, Chairman of the Board of Trustees; Age 71
General Partner of Odyssey Partners, L.P. (investment partnership) and
Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Trustee*; Age 63
Vice Chairman of 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;
Executive Vice President & General Counsel and 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 adviser subsidiaries of the Manager, a
director of Shareholder Financial Services, Inc. ("SFSI") and
Shareholder Services, Inc. ("SSI"), transfer agent subsidiaries of the
Manager and an officer of other Oppenheimer funds.
Benjamin Lipstein, Trustee; Age 73
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University; a director of Sussex Publishers,
Inc (Publishers of Psychology Today and Mother Earth News) and of Spy
Magazine, L.P.
___________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
Bridget A. Macaskill, President and Trustee*; Age 48
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 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.
Elizabeth B. Moynihan, Trustee; Age 67
801 Pennsylvania Avenue, N.W., Washington, D.C. 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, and of the Indo-U.S.
Sub-Commission on Education and Culture.
Kenneth A. Randall, Trustee; 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, Trustee; 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 Economic Institute, Bard College; a member
of the U.S. Competitiveness Policy Council, a director of GranCare Inc.
(health care provider), formerly New York State Comptroller and
trustee, New York State and Local Retirement Fund.
Russell S. Reynolds, Jr., Trustee; Age 65
200 Park Avenue, New York, New York 10166
Founder Chairman of Russell Reynolds Associates, Inc. (executive
recruiting); Chairman of Directorship Inc. (corporate governance
consulting); a director of Professional Staff Limited (U.K.); a trustee
of Mystic Seaport Museum, International House, Greenwich Historical
Society.
Donald W. Spiro, Vice Chairman and Trustee*; Age 71
Chairman Emeritus and a director of the Manager; formerly Chairman of
the Manager and the Distributor.
Pauline Trigere, Trustee; Age 84
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and sale
of women's fashions).
___________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
Clayton K. Yeutter, Trustee; Age 66
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel, 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) Counsellor
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, Chief Legal Officer 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; 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); director and an officer of First
Investors Family of Funds and First Investors Life Insurance Company.
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.
Robert J. Bishop, Assistant Treasurer; Age 38
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; formerly a 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 T. 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; formerly a Fund Controller for the Manager.
Robert G. Zack, Assistant Secretary; Age 48
Senior Vice President and Associate General Counsel of the Manager,
Assistant Secretary of SSI, SFSI; an officer of other Oppenheimer
funds.
William L. Wilby, Vice President and Portfolio Manager; Age 52
Senior Vice President of the Manager and Vice President of HarbourView;
an officer of other Oppenheimer funds; formerly international
investment strategist at Brown Brothers Harriman & Co., prior to which
he was a Managing Director and Portfolio Manager at AIG Global
Investors.
- Remuneration of Trustees. The officers of the Fund and certain
Trustees of the Fund (Ms. Macaskill and Messrs. Galli and Spiro; Ms.
Macaskill is also an officer) who are affiliated with the Manager
receive no salary or fees from the Fund. The remaining Trustees of the
Fund received the compensation shown below from the Fund. The
compensation from the Fund was paid during its fiscal year ended
September 30, 1996. The compensation from all of the New York-based
Oppenheimer funds includes the Fund and is compensation received as a
director, trustee or member of a committee of the Board of those funds
during the calendar year 1996.
<TABLE>
<caption Retirement
Benefits Total Compensation
Aggregate Accrued as From All
Compensation Part of New York-based
Name and Position From Fund Fund Expenses Oppenheimer Funds1
<S> <C> <C> <C>
Leon Levy, Chairman $12,011 $16,520 $152,750
and Trustee
Benjamin Lipstein, $ 7,343 $10,100 $ 91,350
Study Committee
Chairman, Audit Committee
Member and Trustee2
Elizabeth B. Moynihan, $ 7,343 $10,100 $ 91,350
Study Committee
Member and Trustee
Kenneth A. Randall, $ 6,679 $ 9,186 $ 83,450
Audit Committee Chairman
and Trustee
Edward V. Regan, $ 5,861 $ 8,061 $ 78,150
Proxy Committee Chairman,
Audit Committee
Member and Trustee
Russell S. Reynolds, Jr., $ 4,438 $ 6,104 $ 58,800
Proxy Committee Member
and Trustee
Pauline Trigere, Trustee $ 4,438 $ 6,104 $ 55,300
Clayton K. Yeutter, Proxy $ 4,438 $ 6,104 $ 58,800
Committee Member and
Trustee
</TABLE>
______________________
1 For the 1996 calendar year.
2 Committee position held during a portion of the period shown.
The Fund has adopted a retirement plan that provides for payment to a
retired Trustee of up to 80% of the average compensation paid during
that Trustee's five years of service in which the highest compensation
was received. A Trustee 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 Trustee's retirement benefits will
depend on the amount of the Trustees' 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 December 13, 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)
Nationwide Insurance Company ("Nationwide"), P.O. Box 182029, Columbus,
Ohio 43218-2029; on that date Nationwide's Qualified Plan Variable
401(k) owned 6,238,233.633 Class A shares (equal to 9.75% of the Class
A shares then outstanding) and (ii) Merrill Lynch Pierce Fenner & Smith
Inc. ("Merrill Lynch"), 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, Florida 32246-6484, which was the record owner of
73,145.600 Class C shares (equal to 13.38% of the Class C shares then
outstanding). The Manager has been advised that such shares were held
by Nationwide and Merrill Lynch for the benefit of their respective
customers.
The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("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 Fund, and three of whom (Ms. Macaskill and
Messrs. Spiro and Galli) serve as Trustees of the Fund.
The Manager and the Fund 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 Agreement. A management fee is payable
monthly to the Manager under the terms of the investment advisory
agreement between the Manager and the Fund and is computed on the
aggregate net assets of the Fund as of the close of business each day.
The investment advisory agreement 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 continuous public sale of shares of the
Fund.
Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's
Agreement are paid by the Fund. The advisory agreement lists examples
of expenses paid by the Fund, the major categories of which relate to
interest, taxes, brokerage commissions, fees to certain Trustees, legal
and audit expenses, custodian and transfer agent expenses, share
issuance costs, certain printing and registration costs and non-
recurring expenses, including litigation costs. For the Fund's fiscal
years ended September 30, 1994, 1995 and 1996, the management fees paid
by the Fund to the Manager were $11,927,942, $16,152,873 and
$19,638,352, respectively.
The Investment Advisory Agreement contains no expense limitation.
However, because of state regulations limiting fund expenses that
previously applied, the Manager had voluntarily undertaken that the
Fund's total expenses in any fiscal year (including the investment
advisory fee but exclusive of taxes, interest, brokerage commissions,
distribution plan payments and any extraordinary non-recurring
expenses, including litigation) would not exceed the most stringent
state regulatory limitation applicable to the Fund. Due to changes in
federal securities laws, such state regulations no longer apply and the
Manager's undertaking is therefore inapplicable and has been withdrawn.
During the Fund's last fiscal year, the Fund's expenses did not exceed
the most stringent state regulatory limit and the voluntary undertaking
was not invoked. The Fund's shareholders have been asked to approve a
proposed investment advisory agreement that would include the Manager's
undertaking as part of its management fee rate. This Statement of
Additional Information will not be supplemented if the proposed
agreement is approved, because the fee paid by the Fund would not
change.
The Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence in the performance of its duties, or
reckless disregard for its obligations and duties thereunder, the
Manager is not liable for any loss sustained by reason of good faith
errors or omissions in connection with any matters to which the
Agreement relates. The 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 other investment companies
for which it may act as investment adviser or general distributor. 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 its name 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 Class A, Class B and
Class C shares but is not obligated to sell a specific number of
shares. Expenses normally attributable to sales, (excluding payments
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 September 30, 1994, 1995 and 1996,
the aggregate sales charges on sales of the Fund's Class A shares were
$8,458,588, $6,476,502 and $5,830,983, respectively, of which the
Distributor and an affiliated broker-dealer retained in the aggregate
$2,717,037, $1,984,299 and $1,861,170, in those respective years.
During the Fund's fiscal year ended September 30, 1996, the contingent
deferred sales charges collected on the Fund's Class B shares totaled
$743,491, all of which the Distributor retained. During the same
period, Class C shares contingent deferred sales charges collected
totaled $6,445, all of which was retained by the Distributor. For
additional information about distribution of the Fund's shares and the
payments made by the Fund to the Distributor in connection 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 the 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 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 its Board of
Trustees. Purchases of securities from underwriters include a
commission or concession paid by the issuer to the underwriter, and
purchases from dealers include a spread between the bid and asked
price.
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 that 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.
Description of Brokerage Practices Followed by the Manager. Subject to
the provisions of the advisory agreement, and 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 are otherwise paid 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 or 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. Option commissions may be relatively higher than those which
would apply to direct purchases and sales of portfolio securities.
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 for in commission dollars. The Board of Trustees
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 agency trades to obtain research
where the broker has represented to the Manager that: (i) the trade is
not from or for 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 broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by 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 Trustees, including the "independent" Trustees of the Fund
(those Trustees 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 Plans 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.
During the Fund's fiscal years ended September 30, 1994, 1995 and
1996, total brokerage commissions paid by the Fund (not including
spreads or concessions on principal transactions on a net trade basis)
were $7,714,396, $10,853,162 and $13,381,857, respectively. During the
fiscal year ended September 30, 1996, $10,127,169 was paid to brokers
as commissions in return for research services; the aggregate dollar
amount of those transactions was $3,411,541,434. The transactions
giving rise to those commissions were allocated in accordance with the
Manager's internal allocation procedures.
Performance of the Fund
Total Return Information. As described in the Prospectus, from time to
time the "average annual total return," "cumulative total return,"
"average annual total return at net asset value" 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 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 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 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
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 described below). For Class B shares, the
payment of the applicable 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 period shown
(unless the total return is shown at net asset value, as described
below). For Class C shares, the payment of the 1.0% contingent
deferred sales charge is applied to the investment result for the one-
year period (or less). 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. The "average annual total
returns" on an investment in Class A shares of the Fund for the one,
five and ten year periods ended September 30, 1996 were 6.49%, 9.33%
and 12.26%, respectively. During a portion of the periods for which
total returns are shown for Class A shares, the Fund's maximum initial
sales charge rate was higher. As a result, performance of an actual
investment during those periods would be less than the results shown.
The cumulative "total return" on Class A shares for the ten year period
ended September 30, 1996 was 217.88%. The average annual total return
on an investment in Class B shares of the Fund for the 12 months ended
September 30, 1996 was 7.07%. The cumulative total return on Class B
shares for the period from August 17, 1993 (the commencement of the
offering of the shares) through September 30, 1996 was 46.62%. The
cumulative total return at net asset value of the Fund's Class C shares
for the period from October 2, 1995 to September 30, 1996 was 11.34%.
- 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, or
Class C shares. 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
cumulative total return at net asset value of the Fund's Class A shares
for the ten-year period ended September 30, 1996 was 237.27%. The
average annual total returns at net asset value for the one, five and
ten-year periods ended September 30, 1996, for Class A shares were
12.98%, 10.63% and 12.93%, respectively. The cumulative total return
at net asset value on the Fund's Class B shares for the fiscal period
from August 17, 1993 through September 30, 1996 was 48.62%. The
cumulative total return at net asset value of the Fund's Class C shares
for the period from October 2, 1995 to September 30, 1996 was 12.34%.
Other Performance Comparisons. From time to time the Fund may publish
the ranking of its Class A, Class B or Class C shares by Lipper
Analytical Services, Inc. ("Lipper"), a widely-recognized independent
mutual fund monitoring service. Lipper monitors the performance of
regulated investment companies, including the Fund, and ranks their
performance for various periods based on categories relating to
investment objectives. The performance of the Fund's classes is ranked
against (i) all other funds, (ii) all other "global" funds and (iii)
all other "global" funds in a specific size category. The Lipper
performance rankings are based on total returns that include the
reinvestment of capital gain distributions and income dividends but do
not take sales charges or taxes into consideration.
From time to time the Fund may publish the star ranking of the
performance of its Class A, Class B and Class C shares by Morningstar,
Inc., an independent mutual fund monitoring service. Morningstar ranks
mutual funds in broad investment categories: domestic stock funds,
international stock funds, taxable bond funds and municipal bond funds,
based on risk-adjusted total investment returns. The Fund is ranked
among international stock funds. Investment return measures a fund's
or class' one, three, five and ten-year average annual total returns
(depending on the inception of the fund or class) in excess of 90-day
U.S. Treasury bill returns after considering the fund's sales charges
and expenses. Risk measures a fund's or class' performance below 90-
day U.S. Treasury bill returns. Risk and investment return are
combined to produce star rankings reflecting performance relative to
the average fund in the fund's category. Five stars is the "highest"
ranking (top 10%), four stars is "above average" (next 22.5%), three
stars is "average" (next 35%), two stars is "below average" (next
22.5%) and one star is "lowest" (bottom 10%). The current star ranking
is the fund's or class' 3-year ranking or its combined 3- and 5-year
ranking (weighted 60%/40%, respectively, or its combined 3-, 5- and 10-
year ranking (weighted 40%, 30% and 30%, respectively), depending on
the inception of the fund or class. Rankings are subject to change
monthly.
The Fund may also compare its performance to that of other funds
in its Morningstar Category. In addition to its star ranking,
Morningstar also categorizes and compares a fund's 3-year performance
based on Morningstar's classification of the fund's investments and
investment style, rather than how a fund defines its investment
objective. Morningstar's four broad categories (domestic equity,
international equity, municipal bond and taxable bond) are each further
subdivided into categories based on types of investments and investment
styles. Those comparisons by Morningstar are based on the same risk
and return measurements as its star rankings but do not consider the
effect of sales charges.
From time to time, the Fund may include in its advertisements and
sales literature performance information about the Fund cited in other
newspapers and periodicals, such as The New York Times, which may
include performance quotations from other sources, including Lipper.
The total return on an investment in the Fund's Class A, Class B
or Class C shares may be compared with performance for the same period
of the Morgan Stanley World Index, an unmanaged index of issuers on the
stock exchanges of 20 foreign countries and the United States and
widely recognized as a measure of global stock market performance. The
performance of such Index includes a factor for the reinvestment of
dividends but does not reflect expenses or taxes. The performance of
the Fund's Class A, Class B or Class C shares may also be compared in
publications to (i) the performance of various market indices or to
other investments for which reliable performance data is available, and
(ii) to averages, performance rankings or other benchmarks prepared by
recognized mutual fund statistical services.
Total return information may be useful to investors in reviewing
the performance of the Fund's Class A, Class B or Class C shares.
However, when comparing total return of an investment in Class A, Class
B or Class C shares of the Fund, a number of factors should be
considered before using such information as a basis for comparison with
other investments. For example, investors may also wish to compare the
Fund's Class A, Class B or Class C return to the returns on fixed
income investments available from banks and thrift institutions, such
as certificates of deposit, ordinary interest-paying checking and
savings accounts, and other forms of fixed or variable time deposits,
and various other instruments such as Treasury bills. However, the
Fund's returns and share price are not guaranteed by the FDIC or any
other agency and will fluctuate daily, while bank depository
obligations may be insured by the FDIC and may provide fixed rates of
return, and Treasury bills are guaranteed as to principal and interest
by the U.S. government.
From time to time, the Fund's Manager may publish rankings or
ratings of the Manager (or Transfer Agent) or the investor services
provided by them to shareholders of the Oppenheimer funds, other than
performance rankings of the Oppenheimer funds themselves. Those
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, based
on its research or judgment, or based upon surveys of investors,
brokers, shareholders or others.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and
Distribution and Service Plans for Class B and Class C shares of the
Fund under Rule 12b-1 of the Investment Company Act, pursuant to which
the Fund makes payments to the Distributor 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 Trustees of the Fund, including a majority of the Independent
Trustees, 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 Class B and Class C shares, that
vote was cast by the Manager as the sole initial holder of Class B and
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 to
Recipients.
Unless terminated as described below, each Plan continues in
effect from year to year but only as long as its continuance is
specifically approved at least annually by the Fund's Board of Trustees
and its Independent Trustees by a vote cast in person at a meeting
called for the purpose of voting on such continuance. Any Plan may be
terminated at any time by the vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" (as defined in
the Investment Company Act) of the outstanding shares of that class.
None of the Plans 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 automatically convert into Class A shares after six
years, the Fund is required by a Securities and Exchange Commission
rule to obtain the approval of Class B as well as Class A shareholder
for a proposed amendment to the Class A Plan that would materially
increase the amount to be paid by Class A shares 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 Independent
Trustees.
While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports to the Fund's Board of Trustees at
least quarterly on the amount of all payments made pursuant to each
Plan, the purpose for which each payment was made and the identity of
each Recipient that received any payment. Those reports, including the
allocations on which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary
duty. Each Plan further provides that while it is in effect, the
selection and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others
in such selection and nomination if the final decision on selection or
nomination is approved by a majority of the Independent Trustees.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares 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 Trustees. Initially, the Board of Trustees
has set the fees at the maximum rate and set no minimum amount of the
assets.
For the fiscal year ended September 30, 1996, payments under the
Plan for Class A shares totaled $4,149,778, all of which was paid by
the Distributor to Recipients, including $252,591 paid to MML Investor
Services, Inc., 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 years. Payments
received by the Distributor under the Plan for Class A shares will not
be used to pay any interest expense, carrying charge, or other
financial costs, or allocation of overhead by the Distributor.
The Class B Plan and the Class C Plan allow the service fee
payment to be paid by the Distributor to Recipients in advance for the
first year such shares are outstanding, and thereafter on a quarterly
basis, as described in the Prospectus. The advance payment is based on
the net asset value of Class B and Class C shares sold. An exchange of
shares does not entitle the Recipient to an advance service fee
payment. In the event Class B or Class C shares are redeemed during
the first year that the shares are outstanding, the Recipient will be
obligated to repay a pro rata portion of the advance payment for those
shares to the Distributor. Payments made under the Class B Plan during
the fiscal year ended September 30, 1996, totaled $4,373,990, of which
$3,701,675 was retained by the Distributor and $53,520 was paid to a
dealer affiliated with the Distributor. Payments made under the Class C
Plan during the fiscal year ended September 30, 1996, totaled $81,790,
of which $75,623 was retained by the Distributor.
Although the Class B and Class C Plans permit the Distributor to
retain both the asset-based sales charges and the service fees on such
shares, 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 Conduct
Rules of the National Association of Securities Dealers, Inc., on
payments of asset-based sales charges and service fees.
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 Distributor's actual distribution
expenses for any given year may exceed the aggregate of payments
received pursuant to the Class B Plan and Class C Plan and from
contingent deferred sales charges.
The Class C Plan provides for the distributor to be compensated at
a flat rate, whether the Distributor's distribution expenses are more
or less than the amounts paid by the Fund during that period. Payments
under the Class C and Class B Plans are made in recognition that the
Distributor (i) pays sales commissions to authorized brokers and
dealers at the time of sale and pays service fees as described in the
Prospectus, (ii) may finance such commissions and/or the advance of the
service fee payment to Recipients under those Plans, or may provide
such financing from its own resources, or from an affiliate, (iii)
employs personnel to support distribution of shares, and (iv) may bear
the costs of sales literature, advertising and prospectuses (other than
those furnished to current shareholders), state "blue sky" registration
fees and certain other distribution expenses. The Fund's Board of
Trustees has also proposed that the Class B Plan provide for the
Distributor to be compensated at a flat rate, whether the Distributor's
distribution expenses are more or less than the amounts paid by the
Fund during that period. The Statement of Additional Information will
not be updated if shareholders approve such a new Class B Plan.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares.
The availability of three classes of shares permits the individual
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 normally 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.
The three 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 such shares
will be reduced by incremental expenses borne solely by those classes,
including the asset-based sales charge to which both classes of 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 and Class C shares
recognizes two types of expenses. General expenses that do not pertain
specifically to either 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 assets, and then equally to each outstanding share
within a given class. Such general expenses include (a) management
fees, (b) legal, bookkeeping and audit fees, (c) printing and mailing
costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current shareholders, (d) fees to
Independent Trustees, (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 (a) Distribution Plan fees, (b)
incremental transfer and shareholder servicing agent fees and expenses,
(c) registration fees and (d) 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 and Class C shares of the Fund are determined
as of the close of business of The New York Stock Exchange (the
"Exchange") on each day that 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 that are 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 on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. It may also close on other
days. The Fund may invest a substantial portion of its assets in
foreign securities primarily listed on foreign exchanges or in foreign
over-the counter markets that may trade on Saturdays or customary U.S.
business holidays on which the Exchange is closed. Because the Fund's
net asset value will not be calculated on those days, the Fund's net
asset values per share of Class A, Class B and Class C shares of the
Fund may be significantly affected at times when shareholders cannot
purchase or redeem shares.
The Fund's Board of Trustees 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 the NASDAQ for
which last sale information regularly reported are valued at the last
reported sale prices 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 Trustees or to the Manager as reported
by the principal exchange on which the security is traded, or at the
mean between "bid" and "asked" 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 "asked" prices determined by a portfolio pricing service
approved by the Fund's Board of Trustees 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
"asked" prices determined by a pricing service approved by the Fund's
Board of Trustees 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 asked price is available).
In the case of U.S. Government Securities, mortgage-backed
securities, foreign securities and corporate bonds, when 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 Trustees to price U.S. Government Securities, mortgage-backed
securities, foreign government securities and corporate bonds 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 NYSE.
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 NYSE will not be reflected in the Fund's calculation of
net asset value unless the Board of Trustees or the Manager, under
procedures established by the Board of Trustees, 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
Trustees 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 asked 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 asked
prices obtained by the Manager from two active market makers (which in
certain cases may be the bid price if no asked price is 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 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 ("ACH") transfer to buy 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 the
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 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 3 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. As discussed in the Prospectus, 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 Prospectus because the Distributor
incurs little or no selling expenses. The term "immediate family"
refers to one's spouse, children, grandchildren, grandparents, parents,
parents-in-law, brothers and sisters, aunts, uncles, nieces and
nephews, sons- and daughters-in-law, 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 Enterprise Fund
Oppenheimer International Growth Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer LifeSpan 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 Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
Rochester Fund Municipals
Bond Fund Series - The Bond Fund for Growth
Rochester Portfolio Series - Limited Term New York Municipal 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.
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 contingent deferred sales
charge). Current shareholders of Rochester Fund Municipals, The Bond
Fund for Growth or Limited Term New York Municipal Fund (collectively
referred to as the "Rochester Funds") may exchange their shares for the
same class of shares in any of the Oppenheimer funds listed above.
However, no exchange of shares of any Oppenheimer fund for shares of
any Rochester Funds is currently permitted.
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 or Class A and Class B shares of
the Fund (and 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 applicable to a single lump-sum
purchase of shares in the amount intended to be purchased as described
in the Prospectus.
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 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
purchases 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 commission 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 purchases. If total eligible
purchases during the Letter of Intent period exceed the intended
purchase 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 intended purchase amount 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
purchase 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 acquired
subject to a contingent deferred sales charge, and (c) Class A or 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 Prospectus 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 Prospectus. 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 certain
Oppenheimer funds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments. An application should be
obtained from the Distributor, 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.
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
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.
Retirement Plans. In describing certain types of employee benefit
plans that may purchase Class A shares without being subject to the
Class A contingent deferred 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
Prospectus. The information below supplements the terms and conditions
for redemptions set forth in the Prospectus.
- Involuntary Redemptions. The Fund's Board of Trustees has the
right to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of those shares is less than
$500 or such lesser amount as the Board may fix. The Board of Trustees
will not cause the involuntary redemption of shares in an account if
the aggregate net asset value of the shares has fallen below the stated
minimum solely as a result of market fluctuations. 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.
- Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. However,
the Board of Trustees of the Fund may determine 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.
In that case 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
Securities and Exchange Commission. 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 the
"Determination of Net Asset Values Per Share" and that 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 that you purchased subject to an initial sales charge,
or the Class A contingent deferred sales charge when you redeemed them
or (ii) Class B shares that were subject to the Class B contingent
deferred sales charge when you redeemed them, without sales charge.
This privilege does not apply to Class C shares. The reinvestment may
be made without sales charge only in Class A shares of the Fund or any
of the other Oppenheimer funds into which shares of the Fund are
exchangeable as described below, at the net asset value next computed
after the Transfer Agent receives the reinvestment order. The
shareholder must ask the Distributor for that privilege at the time of
reinvestment. Any capital gain that was realized when the shares were
redeemed is taxable, and reinvestment will not alter any capital gains
tax payable on that gain. If there has been a capital loss on the
redemption, some or all of the loss may not be tax deductible,
depending on the timing and amount of the reinvestment. Under the
Internal Revenue Code, if the redemption proceeds of Fund shares on
which a sales charge was paid are reinvested in shares of the Fund or
another of the Oppenheimer funds within 90 days of payment of the sales
charge, the shareholder's basis in the shares of the Fund that were
redeemed may not include the amount of the sales charge paid. That
would reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added to
the basis of the shares acquired by the reinvestment of the redemption
proceeds. The Fund may amend, suspend or cease offering this
reinvestment privilege at any time as to shares redeemed after the date
of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of any 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 Prospectus under "How to Buy Shares" for the
imposition of the Class B or the 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, Oppenheimer funds Retirement Plans," c/o the Transfer Agent
at its address listed in "How To Sell Shares" in the 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, profit-sharing plans or
401(k) plans may not directly redeem or exchange shares held for their
accounts 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 its shares from
authorized dealers or brokers on behalf of their customers. The
shareholder should contact the broker or dealer to arrange this type of
redemption. 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 customers prior to the time the Exchange closes (normally that is
4:00 P.M., but may be earlier 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 Prospectus.
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 a 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 contingent deferred sales charge on
such withdrawals (except where the Class B or the Class C contingent
deferred sales charge is waived as described in the Prospectus in
"Waivers of Class B and Class C Sales Charges").
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 Prospectus. 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 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. It may not be desirable to purchase additional Class
A shares while making automatic withdrawals because of the sales
charges that apply to purchases when made. Accordingly, a shareholder
normally may not maintain an Automatic Withdrawal Plan while
simultaneously making regular purchases of Class A shares.
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. Neither the Fund nor the Transfer
Agent shall incur any liability to the Planholder for any action taken
or omitted by the Transfer Agent 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 the 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 ACH transfer 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 Class A shares held under the Plan as collateral for a debt,
the Planholder may request issuance of a portion of the Class A shares
in certificated form. Share certificates are not issued for Class B
shares or Class C shares. Upon written request from the Planholder,
the Transfer Agent will determine the number of Class A 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 Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged
only for shares of the same class of other Oppenheimer funds. Shares
of the Oppenheimer funds that have a single class without a class
designation are deemed "Class A" shares for this purpose. All
Oppenheimer funds offer Class A, Class B and Class C shares, except
Oppenheimer Money Market Fund, Inc., 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., and Daily Cash Accumulation Fund, Inc.,
which only offer Class A shares and Oppenheimer Main Street California
Municipal 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 through OppenheimerFunds sponsored 401(k) plans). A current
list showing which funds offer which classes can be obtained by calling
the Distributor at 1-800-525-7048.
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).
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 this 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.
Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds except
Oppenheimer Cash Reserves 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 any class purchased subject to a contingent deferred sales
charge. However, when Class A shares acquired by exchange of Class A
shares of other Oppenheimer funds purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed
on the redeemed shares. The Class B contingent deferred sales charge
is imposed on Class B shares acquired by exchange if they are redeemed
within 6 years of the initial purchase of the exchanged Class B shares.
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 shares or Class C shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the
Prospectus for the imposition of the Class B or the 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 more than one
account. 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 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, a shareholder must either have
an existing account in, or obtain and 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 Fund selected is 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
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received
deduction for corporate shareholders. Long-term capital gains
distributions are not eligible for the deduction. In addition, the
amount of dividends paid by the Fund which may qualify for the
deduction is limited to the aggregate amount of qualifying dividends
that the Fund derives from its portfolio investments that the Fund has
held for a minimum period, usually 46 days. A corporate shareholder
will not be eligible for the deduction on dividends paid on Fund shares
held for 45 days or less. To the extent the Fund's dividends are
derived from gross income from option premiums, interest income or
short-term gains from the sale of securities or dividends from foreign
corporations, those dividends will not qualify for the deduction.
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 of Trustees 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.
If the Fund has more than 50% of its total assets invested in
foreign securities at the end of its fiscal year, it may elect the
application of Section 853 of the Internal Revenue Code to permit
shareholders to take a credit (or, at their option, a deduction) for
foreign taxes paid by the Fund. Under Section 853, shareholders would
be entitled to treat the foreign taxes withheld from interest and
dividends paid to the Fund from its foreign investments as a credit on
their federal income taxes. As an alternative, shareholders could, if
to their advantage, treat the foreign tax withheld as a deduction from
gross income in computing taxable income rather than as a tax credit.
In substance, the Fund's election would enable shareholders to benefit
from the same foreign tax credit or deduction that would be received if
they had been the record owners of the Fund's foreign securities and
had paid foreign taxes on the income received.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes
on amounts paid by it as dividends and distributions. The Fund
qualified during its last fiscal year, and intends to qualify in
current and future years, but reserves the right not to do so. The
Internal Revenue Code contains a number of complex tests relating to
such qualification. 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 did not so qualify, the Fund would
be treated for tax purposes as an ordinary corporation and receive no
tax deduction for payments made to shareholders.
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 Class B and
Class C dividends will also differ in amount as a consequence of any
difference in net asset value between the classes.
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.
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. Class B and Class C shareholders should be aware that as of
the date of this Statement of Additional Information, not all of the
Oppenheimer funds offer Class B and/or Class C shares. To elect this
option, a 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
Distributor to establish an account. The investment will be made at
the 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 shares of other Oppenheimer funds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. The Bank of New York 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. The Manager has represented to the Fund that the
banking relationships between the Manager and the Custodian have been
and will continue to be unrelated to and unaffected by the relationship
between the Fund and the Custodian. It will be the practice of the
Fund to deal with the Custodian in a manner uninfluenced by any banking
relationship the Custodian may have with the Manager and its
affiliates. The Fund's cash balances with the Custodian in excess of
$100,000 are not protected by Federal Deposit insurance. Such
uninsured balances at times may be substantial.
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 Trustees and Shareholders of Oppenheimer Global Fund:
We have audited the accompanying statements of investments and assets
and liabilities of Oppenheimer Global Fund as of September 30, 1996,
and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two
year period then ended and the financial highlights for each of the
years in the five year 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 audits.
We conducted our audits 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 September 30, 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 audits
provide 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 Global Fund as of September 30, 1996,
the results of its operations for the year then ended, the changes in
its net assets for each of the years in the two year period then ended,
and the financial highlights for each of the years in the five year
period then ended, in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
- --------------------------
KPMG Peat Marwick LLP
Denver, Colorado
October 21, 1996
<PAGE>
STATEMENT OF INVESTMENTS September 30, 1996
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
==========================================================
==========================================================
============
<S> <C> <C>
COMMON STOCKS--97.7%
- --------------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS--3.3%
- --------------------------------------------------------------------------------------------------------------------------------
CHEMICALS--0.7% Minerals Technologies, Inc. 585,000 $ 21,864,375
- --------------------------------------------------------------------------------------------------------------------------------
GOLD--1.2% Newmont Mining Corp. 750,000 35,437,500
- --------------------------------------------------------------------------------------------------------------------------------
METALS--1.4% Cia Vale Do Rio Doce, Preference 692,000 13,724,188
-----------------------------------------------------------------------------------------------
Cia de Minas Buenaventura SA, Sponsored ADR(1)(2) 285,000 5,486,250
-----------------------------------------------------------------------------------------------
Freeport-McMoRan Copper & Gold, Inc., Cl. B 757,500 23,671,875
-------------
42,882,313
- --------------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS--12.9%
- --------------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING--1.7% Autobacs Seven Co. Ltd. 140,000
12,356,452
-----------------------------------------------------------------------------------------------
IRSA Inversiones y Representaciones, SA 3,314,458 9,679,456
-----------------------------------------------------------------------------------------------
Porsche AG, Preference(2) 44,100 30,156,268
-------------
52,192,176
- --------------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT--0.4% Resorts World Berhad 2,125,000
12,038,584
- --------------------------------------------------------------------------------------------------------------------------------
MEDIA--1.1% News Corp. Ltd., ADR(1) 1,000,000 20,875,000
-----------------------------------------------------------------------------------------------
Reuters Holdings PLC, Series B, ADR 165,500 11,460,875
-------------
32,335,875
- --------------------------------------------------------------------------------------------------------------------------------
RETAIL: GENERAL--0.6% PT Matahari Putra Prima 3,499,750
3,806,534
-----------------------------------------------------------------------------------------------
Sonae Investimentos 489,000 14,187,161
-------------
17,993,695
- --------------------------------------------------------------------------------------------------------------------------------
RETAIL: SPECIALTY--9.1% adidas AG(1) 600,000 54,679,023
-----------------------------------------------------------------------------------------------
Benetton Group SpA(1) 1,602,100 18,051,977
-----------------------------------------------------------------------------------------------
Cifra SA de CV, Unsponsored ADR, B Shares(1)(2) 7,500,000 10,807,500
-----------------------------------------------------------------------------------------------
Circuit City Stores, Inc. 466,300 16,845,087
-----------------------------------------------------------------------------------------------
FamilyMart Co. 385,000 17,249,380
-----------------------------------------------------------------------------------------------
Giordano International Ltd. 14,160,000 12,451,542
-----------------------------------------------------------------------------------------------
Jusco Co. 600,000 18,262,624
-----------------------------------------------------------------------------------------------
Reebok International Ltd. 900,000 31,275,000
-----------------------------------------------------------------------------------------------
Wella AG(1) 120,000 72,459,540
-----------------------------------------------------------------------------------------------
Wolford AG(1) 105,200 26,863,399
-------------
278,945,072
- --------------------------------------------------------------------------------------------------------------------------------
CONSUMER NON-CYCLICALS--17.5%
- --------------------------------------------------------------------------------------------------------------------------------
BEVERAGES--2.4% Allied Domecq PLC 1,999,800 14,006,654
-----------------------------------------------------------------------------------------------
Fomento Economico Mexicano SA, Cl. B,
Sponsored ADR(1)(3) 2,600,000 7,972,121
-----------------------------------------------------------------------------------------------
Hellenic Bottling Co., SA 230,000 7,826,698
-----------------------------------------------------------------------------------------------
Panamerican Beverages, Inc., Cl. A 600,000 24,675,000
-----------------------------------------------------------------------------------------------
South African Breweries Ltd. 681,300 18,171,913
-------------
72,652,386
</TABLE>
<PAGE
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
HEALTHCARE/DRUGS--9.8% Amgen, Inc.(2) 835,000 $
52,709,375
---------------------------------------------------------------------------------------------
Astra AB Free, Series A 397,800 16,798,226
---------------------------------------------------------------------------------------------
BioChem Pharma, Inc.(2) 700,000 28,087,500
---------------------------------------------------------------------------------------------
Ciba-Geigy AG 20,000 25,591,321
---------------------------------------------------------------------------------------------
Eisai Co. Ltd. 800,000 15,227,832
---------------------------------------------------------------------------------------------
Genzyme Corp.(1)(2) 1,354,270 34,533,885
---------------------------------------------------------------------------------------------
Glaxo Wellcome PLC, Sponsored ADR 2,000,000 62,250,000
---------------------------------------------------------------------------------------------
Johnson & Johnson 500,000 25,625,000
---------------------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. A(2)(4) 376,800 4,474,500
---------------------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. B(2)(4) 264,900 3,112,575
---------------------------------------------------------------------------------------------
Sanofi SA 400,000 32,798,250
-------------
301,208,464
- ------------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES &
SERVICES--4.4% Clinica y Maternidad Suizo Argentino(2)(4)(5) 1,800 15,989,454
---------------------------------------------------------------------------------------------
Gehe AG 280,000 18,724,615
---------------------------------------------------------------------------------------------
Quintiles Transnational Corp.(2)(5) 486,392 32,065,393
---------------------------------------------------------------------------------------------
Rhoen-Klinikum AG, Preference, Non-vtg. 144,688 16,126,352
---------------------------------------------------------------------------------------------
United States Surgical Corp. 1,200,000 51,000,000
-------------
133,905,814
- ------------------------------------------------------------------------------------------------------------------------------
TOBACCO--0.9% B.A.T. Industries PLC 3,005,000 19,990,049
---------------------------------------------------------------------------------------------
Philip Morris Cos., Inc. 100,000 8,975,000
-------------
28,965,049
- ------------------------------------------------------------------------------------------------------------------------------
ENERGY--7.2%
- ------------------------------------------------------------------------------------------------------------------------------
ENERGY SERVICES &
PRODUCERS--2.9% Coflexip SA, Sponsored ADR(2)(4) 681,000
14,811,750
---------------------------------------------------------------------------------------------
Global Marine, Inc.(2) 1,635,000 25,751,250
---------------------------------------------------------------------------------------------
Transocean Offshore, Inc. 501,549 30,719,876
---------------------------------------------------------------------------------------------
Western Atlas, Inc.(2) 300,700 18,718,575
-------------
90,001,451
- ------------------------------------------------------------------------------------------------------------------------------
OIL-INTEGRATED--4.3% British Petroleum Co. PLC, ADR(1) 189,402
23,675,250
---------------------------------------------------------------------------------------------
Gulf Canada Resources Ltd.(2) 2,826,000 17,632,848
---------------------------------------------------------------------------------------------
Lukoil Oil Co., Sponsored ADR(1) 190,300 6,941,059
---------------------------------------------------------------------------------------------
Renaissance Energy Ltd.(2) 285,900 8,384,213
---------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co. 177,100 27,649,737
---------------------------------------------------------------------------------------------
Total SA, B Shares 379,627 29,899,413
---------------------------------------------------------------------------------------------
Unocal Corp. 454,000 16,344,000
-------------
130,526,520
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCIAL--16.9%
- -----------------------------------------------------------------------------------------------------------------------------
BANKS--9.2% Banco Bradesco SA, Preference 2,354,116,632 $ 19,943,420
--------------------------------------------------------------------------------------------
Banco Frances del Rio de la Plata SA,
Sponsored ADR(1) 575,000 15,021,875
--------------------------------------------------------------------------------------------
Banco Latinoamericano de Exportaciones
SA, Cl. E 380,000 21,327,500
--------------------------------------------------------------------------------------------
Bank of East Asia Ltd.(1) 3,629,000 13,351,197
--------------------------------------------------------------------------------------------
Barclays PLC 2,025,561 29,767,544
--------------------------------------------------------------------------------------------
Chase Manhattan Corp. (New) 300,000 24,037,500
--------------------------------------------------------------------------------------------
Citicorp 300,000 27,187,500
--------------------------------------------------------------------------------------------
HSBC Holdings PLC 2,026,155 37,598,935
--------------------------------------------------------------------------------------------
Industrial Credit & Investment Corp. of
India Ltd. (The), GDR(3) 872,800 9,709,900
--------------------------------------------------------------------------------------------
Industrial Finance Corp.(4) 4,190,099 17,144,507
--------------------------------------------------------------------------------------------
Northern Trust Corp. 300,000 19,725,000
--------------------------------------------------------------------------------------------
Philippine National Bank(2) 750,000 12,364,208
--------------------------------------------------------------------------------------------
PT Lippo Bank 2,454,000 3,805,470
--------------------------------------------------------------------------------------------
Standard Chartered Bank PLC 2,884,200 31,406,266
-------------
282,390,822
- -----------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL--5.6% ABN Amro Holding NV 300,000
16,639,878
--------------------------------------------------------------------------------------------
American Express Co. 400,000 18,500,000
--------------------------------------------------------------------------------------------
Cie Financiere de Paribas, Series A 500,000 32,162,745
--------------------------------------------------------------------------------------------
First NIS Regional Fund(2)(5) 1,320,000 13,860,000
--------------------------------------------------------------------------------------------
ING Groep NV 645,947 20,160,478
--------------------------------------------------------------------------------------------
MBNA Corp. 700,000 24,325,000
--------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.(1) 200,000 13,125,000
--------------------------------------------------------------------------------------------
Societe Generale 300,000 33,189,628
-------------
171,962,729
- -----------------------------------------------------------------------------------------------------------------------------
INSURANCE--2.1% American International Group, Inc. 200,000 20,150,000
--------------------------------------------------------------------------------------------
National Mutual Asia Ltd. 10,000,000 8,793,462
--------------------------------------------------------------------------------------------
Reinsurance Australia Corp. Ltd. 2,200,000 6,301,391
--------------------------------------------------------------------------------------------
Skandia Forsakrings AB 1,000,000 27,674,303
-------------
62,919,156
- -----------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL--13.0%
- -----------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--1.0% FORE Systems, Inc.(2) 250,000
10,343,750
--------------------------------------------------------------------------------------------
LEM Holdings SA(4) 25,000 5,803,518
--------------------------------------------------------------------------------------------
Ushio, Inc. 1,200,000 13,683,500
-------------
29,830,768
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL SERVICES--6.6% Adecco SA 100,000 $ 27,521,838
--------------------------------------------------------------------------------------------
Boskalis Westminster 1,255,000 24,499,255
--------------------------------------------------------------------------------------------
Cordiant PLC(2) 10,070,000 17,632,639
--------------------------------------------------------------------------------------------
IHC Caland NV 500,000 26,330,401
--------------------------------------------------------------------------------------------
PT Citra Marga Nusaphala Persada 8,300,000 5,631,057
--------------------------------------------------------------------------------------------
Rentokil Group PLC 2,500,000 16,337,519
--------------------------------------------------------------------------------------------
VBH Vereinigter Baubeschlag Handel AG 298,100 7,383,778
--------------------------------------------------------------------------------------------
WMX Technologies, Inc. 515,000 16,930,625
--------------------------------------------------------------------------------------------
WPP Group PLC 15,920,000 58,365,435
-------------
200,632,547
- -----------------------------------------------------------------------------------------------------------------------------
MANUFACTURING--4.1% Bic Corp. 200,000 26,272,700
--------------------------------------------------------------------------------------------
Bobst Bearers AG 12,830 16,682,940
--------------------------------------------------------------------------------------------
Bombardier, Inc., Cl. B 1,977,900 28,166,787
--------------------------------------------------------------------------------------------
Hutchison Whampoa Ltd. 5,001,000 33,628,785
--------------------------------------------------------------------------------------------
Powerscreen International PLC 2,580,000 22,164,463
-------------
126,915,675
- -----------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION--1.3% Brambles Industries Ltd.(1) 1,500,000 24,330,457
--------------------------------------------------------------------------------------------
Guangshen Railway Co. Ltd., Sponsored ADR(2) 750,000 14,250,000
-------------
38,580,457
- -----------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY--19.6%
- -----------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE--1.2% Rolls-Royce PLC 10,000,000
37,424,644
- -----------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE--0.6% Cascade Communications Corp.(2) 69,600
5,672,400
--------------------------------------------------------------------------------------------
QUALCOMM, Inc.(2) 329,000 13,982,500
-------------
19,654,900
- -----------------------------------------------------------------------------------------------------------------------------
COMPUTER SOFTWARE--10.1% Cap Gemini SA(2) 400,000
17,515,133
--------------------------------------------------------------------------------------------
Computer Associates International, Inc. 300,000 17,925,000
--------------------------------------------------------------------------------------------
First Data Corp. 376,000 30,691,000
--------------------------------------------------------------------------------------------
Ines Corp.(1) 600,000 10,828,281
--------------------------------------------------------------------------------------------
Microsoft Corp.(2) 200,000 26,375,000
--------------------------------------------------------------------------------------------
Misys PLC 1,260,000 17,177,377
--------------------------------------------------------------------------------------------
Nintendo Co. Ltd. 1,545,900 99,242,949
--------------------------------------------------------------------------------------------
Oracle Corp.(2) 375,000 15,960,938
--------------------------------------------------------------------------------------------
SAP AG, Preference 317,500 53,289,101
--------------------------------------------------------------------------------------------
SAP AG, Sponsored ADR, Series 1996(5) 350,000 19,687,500
---------------
308,692,279
</TABLE>
Oppenheimer Global Fund
<PAGE>
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ELECTRONICS--4.1% Advanced Semiconductor Engineering, Inc., GDR 641,580 $
4,876,008
--------------------------------------------------------------------------------------------
Intel Corp. 240,000 22,905,000
--------------------------------------------------------------------------------------------
Keyence Corp. 200,000 24,781,141
--------------------------------------------------------------------------------------------
Rohm Co. 204,000 12,876,496
--------------------------------------------------------------------------------------------
SGS-Thomson Microelectronics NV(2) 700,000 33,162,500
--------------------------------------------------------------------------------------------
Sony Corp.(1) 320,000 20,198,426
--------------------------------------------------------------------------------------------
Taiwan Semiconductor Manufacturing Co.(5) 3,434,000 6,685,543
------------
125,485,114
- -----------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS- Ascend Communications, Inc.(2) 87,900
5,812,388
TECHNOLOGY--3.6% --------------------------------------------------------------------------------------------
Cisco Systems, Inc.(2) 495,400 30,745,763
--------------------------------------------------------------------------------------------
Korea Mobile Telecommunications Corp. 21,819 25,336,848
--------------------------------------------------------------------------------------------
Millicom International Cellular SA(2) 600,000 24,225,000
--------------------------------------------------------------------------------------------
Millicom, Inc.(2) 207,000 --
--------------------------------------------------------------------------------------------
Telecom Italia Mobile SpA(1) 10,918,200 24,245,927
-------------
110,365,926
- -----------------------------------------------------------------------------------------------------------------------------
UTILITIES--7.3%
- -----------------------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES--2.3% Consolidated Electric Power Asia Ltd., ADS 12,000,000
25,371,724
--------------------------------------------------------------------------------------------
Empresa Nacional de Electricidad SA 400,000 23,550,482
--------------------------------------------------------------------------------------------
Veba AG 400,000 20,958,981
-------------
69,881,187
- -----------------------------------------------------------------------------------------------------------------------------
TELEPHONE UTILITIES--5.0% Cia de Telecommunicaciones de Chile SA,
Sponsored ADR(1) 16,600 1,603,975
--------------------------------------------------------------------------------------------
CPT Telefonica del Peru SA, Cl. B 11,599,949 26,203,430
--------------------------------------------------------------------------------------------
PLD Telekom, Inc.(2) 1,136,200 8,237,450
--------------------------------------------------------------------------------------------
Portugal Telecom SA 777,700 20,005,947
--------------------------------------------------------------------------------------------
PT Telekomunikasi Indonesia, Sponsored ADR(1) 342,000 10,644,750
--------------------------------------------------------------------------------------------
Telecom Italia SpA(1) 13,000,000 28,911,662
--------------------------------------------------------------------------------------------
Telecomunicacoes Brasileiras SA, Preference 732,452,000 57,854,758
--------------
153,461,972
--------------
Total Common Stocks (Cost $2,431,368,922) 2,989,147,450
==========================================================
==========================================================
=========
PREFERRED STOCKS--0.5%
- -----------------------------------------------------------------------------------------------------------------------------
Marschollek, Lautenschlaeger und Partner-VO,
Non-vtg. Preferred Stock (Cost $8,842,223) 127,000 15,986,730
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
MARKET VALUE
UNITS SEE NOTE 1
==========================================================
==========================================================
=========
<S> <C> <C>
RIGHTS, WARRANTS AND CERTIFICATES--0.1%
- -----------------------------------------------------------------------------------------------------------------------------
American Satellite Network, Inc. Wts., Exp. 6/99 51,750 $ --
----------------------------------------------------------------------------------------------
PT Matahari Putra Prima Rts., Exp. 11/96 3,499,750 2,298,996
------------
Total Rights, Warrants and Certificates (Cost $0) 2,298,996
<CAPTION>
FACE
AMOUNT
==========================================================
==========================================================
=========
<S> <C> <C>
REPURCHASE AGREEMENT--0.7%
- -----------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Zion First National Bank, 5.62%,
dated 9/30/96, to be repurchased at $20,303,169 on 10/1/96,
collateralized by U.S. Treasury Nts., 5.75%--8.875%,
5/15/97--8/15/04, with a value of $20,717,367 (Cost
$20,300,000) $20,300,000 20,300,000
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $2,460,511,145) 99.0%
3,027,733,176
- -----------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 1.0 29,867,779
---------- --------------
NET ASSETS 100.0% $3,057,600,955
==========
==============
<CAPTION>
Distribution of investments by country of issue, as a percentage of
total investments at value, is as follows:
COUNTRY MARKET VALUE PERCENT
----------------------------------------------------------------------------------------------
<S> <C> <C>
United States $ 822,042,630 27.1%
----------------------------------------------------------------------------------------------
Great Britain 361,658,715 11.9
----------------------------------------------------------------------------------------------
Germany 309,451,887 10.2
----------------------------------------------------------------------------------------------
Japan 244,707,080 8.1
----------------------------------------------------------------------------------------------
France 219,812,119 7.3
----------------------------------------------------------------------------------------------
Hong Kong 131,195,646 4.3
----------------------------------------------------------------------------------------------
The Netherlands 115,279,750 3.8
----------------------------------------------------------------------------------------------
Brazil 91,522,366 3.0
----------------------------------------------------------------------------------------------
Canada 82,271,348 2.7
----------------------------------------------------------------------------------------------
Switzerland 75,599,617 2.5
----------------------------------------------------------------------------------------------
Italy 71,209,566 2.4
----------------------------------------------------------------------------------------------
Australia 51,506,848 1.7
----------------------------------------------------------------------------------------------
Sweden 44,472,529 1.5
----------------------------------------------------------------------------------------------
Mexico 43,454,621 1.4
----------------------------------------------------------------------------------------------
Argentina 40,690,785 1.3
----------------------------------------------------------------------------------------------
Portugal 34,193,108 1.1
----------------------------------------------------------------------------------------------
Peru 31,689,680 1.0
----------------------------------------------------------------------------------------------
Russia 29,038,509 1.0
----------------------------------------------------------------------------------------------
Austria 26,863,399 0.9
----------------------------------------------------------------------------------------------
Indonesia 26,186,807 0.9
----------------------------------------------------------------------------------------------
Korea, Republic of (South) 25,336,848 0.8
----------------------------------------------------------------------------------------------
Spain 23,550,482 0.8
----------------------------------------------------------------------------------------------
Panama 21,327,500 0.7
----------------------------------------------------------------------------------------------
South Africa 18,171,913 0.6
----------------------------------------------------------------------------------------------
Thailand 17,144,507 0.6
----------------------------------------------------------------------------------------------
China 14,250,000 0.5
----------------------------------------------------------------------------------------------
Philippines 12,364,208 0.4
----------------------------------------------------------------------------------------------
Malaysia 12,038,584 0.4
----------------------------------------------------------------------------------------------
Taiwan 11,561,551 0.4
----------------------------------------------------------------------------------------------
India 9,709,900 0.3
----------------------------------------------------------------------------------------------
Greece 7,826,698 0.3
----------------------------------------------------------------------------------------------
Chile 1,603,975 0.1
-------------- ------
Total $3,027,733,176 100.0%
==============
======
</TABLE>
<PAGE>
1. Loaned security--See Note 7 of Notes to Financial Statements.
2. Non-income producing security.
3. Represents securities sold under Rule 144A, which is exempt from
registration under the Securities Act of 1933, as amended. These
securities have been determined to be liquid under guidelines
established by the Board of Trustees. These securities amount to
$17,682,021 or 0.58% of the Fund's net assets, at September 30, 1996.
4. Affiliated company. Represents ownership of at least 5% of the
voting securities of the issuer and is or was an affiliate, as defined
in the Investment Company Act of 1940, at or during the period ended
September 30, 1996. The aggregate fair value of all securities of
affiliated companies as of September 30, 1996 amounted to $44,191,797.
Transactions during the period in which the issuer was an affiliate are
as follows:
<TABLE>
<CAPTION>
BALANCE SEPTEMBER 30, 1995 GROSS ADDITIONS GROSS
REDUCTIONS
-------------------------- ------------------ --------------------
SHARES COST SHARES COST SHARES COST
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Clinica y Maternidad Suizo Argentino 1,800 $6,990,000 -- $6,300,000 -- $ --
- -----------------------------------------------------------------------------------------------------------------------
Coflexip SA, Sponsored ADR 681,000 11,809,866 -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Industrial Finance Corp.(6) 5,929,999 9,939,527 1,260,100 4,723,154 3,000,000 6,286,924
- -----------------------------------------------------------------------------------------------------------------------
International de Ceramica--UB 385,000 2,007,953 -- -- 385,000 2,007,953
- -----------------------------------------------------------------------------------------------------------------------
LEM Holdings SA 25,000 5,024,555 -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. A 376,800 2,120,350 -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. B 264,900 928,721 -- -- -- --
----------- ----------- ----------
$38,820,972 $11,023,154 $8,294,877
=========== ===========
==========
<CAPTION>
BALANCE SEPTEMBER 30, 1996
-------------------------- DIVIDEND
SHARES COST INCOME
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Clinica y Maternidad Suizo Argentino 1,800 $13,290,000 $ --
- ------------------------------------------------------------------------------
Coflexip SA, Sponsored ADR 681,000 11,809,866 --
- ------------------------------------------------------------------------------
Industrial Finance Corp.(6) 4,190,099 8,375,757 --
- ------------------------------------------------------------------------------
International de Ceramica--UB -- -- --
- ------------------------------------------------------------------------------
LEM Holdings SA 25,000 5,024,555 235,753
- ------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. A 376,800 2,120,350 --
- ------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. B 264,900 928,721 --
----------- --------
$41,549,249 $235,753
=========== ========
</TABLE>
5. Identifies issues considered to be illiquid--See Note 6 of Notes to
Financial Statements.
6. Not an affiliate as of September 30, 1996.
See accompanying Notes to Financial Statements.
<PAGE>
Statement of Assets and Liabilities September 30, 1996
<TABLE>
==========================================================
==========================================================
=========
<S> <C> <C>
ASSETS Investments, at value--see accompanying statement:
Unaffiliated companies (cost $2,427,337,653) $2,983,541,379
Affiliated companies (cost $33,173,492) 44,191,797
----------------------------------------------------------------------------------------------
Cash 5,046,698
----------------------------------------------------------------------------------------------
Collateral for securities loaned--Note 7 230,470,279
----------------------------------------------------------------------------------------------
Unrealized appreciation on forward foreign currency exchange contracts--Note 5 16,440,657
----------------------------------------------------------------------------------------------
Receivables:
Investments sold 15,197,168
Interest and dividends 6,985,490
Shares of beneficial interest sold 4,508,578
----------------------------------------------------------------------------------------------
Other 64,199
--------------
Total assets 3,306,446,245
==========================================================
==========================================================
=========
LIABILITIES Return of collateral for securities loaned--Note 7 230,470,279
----------------------------------------------------------------------------------------------
Unrealized depreciation on forward foreign currency exchange contracts--Note 5 4,862
----------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 10,444,530
Shares of beneficial interest redeemed 4,715,946
Distribution and service plan fees 1,402,720
Transfer and shareholder servicing agent fees 278,435
Trustees' fees 274,972
Other 1,253,546
--------------
Total liabilities 248,845,290
==========================================================
==========================================================
=========
NET ASSETS $3,057,600,955
==============
==========================================================
==========================================================
=========
COMPOSITION OF
NET ASSETS
Paid-in capital $2,357,134,687
----------------------------------------------------------------------------------------------
Undistributed net investment income 19,988,584
----------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency
transactions 95,703,909
----------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets
and liabilities denominated in foreign currencies 584,773,775
--------------
Net assets $3,057,600,955
==============
==========================================================
==========================================================
=========
NET ASSET VALUE
PER SHARE
Class A Shares:
Net asset value and redemption price per share (based on net assets of
$2,498,748,991 and 64,074,825 shares of beneficial interest
outstanding) $39.00
Maximum offering price per share (net asset value plus sales charge of
5.75% of offering price) $41.38
----------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price and offering price per share (based
on net assets of $541,225,350 and 14,172,475 shares of beneficial interest
outstanding) $38.19
----------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $17,626,614 and 455,146 shares of beneficial interest outstanding) $38.73
See accompanying Notes to Financial Statements.
</TABLE>
14 Oppenheimer Global Fund
<PAGE> 15
Statement of Operations For the Year Ended September 30, 1996
<TABLE>
==========================================================
==========================================================
=========
<S> <C> <C>
INVESTMENT INCOME Interest $12,222,133
----------------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $2,646,317) 37,079,276
Affiliated companies (net of foreign withholding taxes of $41,604) 235,753
--------------
Total income 49,537,162
==========================================================
==========================================================
=========
EXPENSES Management fees--Note 4 19,638,352
----------------------------------------------------------------------------------------------
Distribution and service plan fees--Note 4:
Class A 4,149,778
Class B 4,373,990
Class C 81,790
----------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 4 4,246,782
----------------------------------------------------------------------------------------------
Custodian fees and expenses 1,789,474
----------------------------------------------------------------------------------------------
Shareholder reports 1,104,222
----------------------------------------------------------------------------------------------
Trustees' fees and expenses--Note 1 174,654
----------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 34,685
Class B 49,648
Class C 5,682
----------------------------------------------------------------------------------------------
Legal and auditing fees 85,064
----------------------------------------------------------------------------------------------
Insurance expenses 35,117
----------------------------------------------------------------------------------------------
Other 249,885
--------------
Total expenses 36,019,123
==========================================================
==========================================================
=========
NET INVESTMENT INCOME 13,518,039
==========================================================
==========================================================
=========
REALIZED AND UNREALIZED
GAIN (LOSS)
Net realized gain (loss) on:
Investments:
Unaffiliated companies 130,775,299
Affiliated companies 586,139
Foreign currency transactions (5,377,602)
--------------
Net realized gain 125,983,836
----------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on:
Investments 220,550,346
Translation of assets and liabilities denominated in foreign currencies (26,103,773)
--------------
Net change 194,446,573
--------------
Net realized and unrealized gain 320,430,409
==========================================================
==========================================================
=========
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$333,948,448
==============
</TABLE>
See accompanying Notes to Financial Statements.
15 Oppenheimer Global Fund
<PAGE> 16
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Year Ended September 30,
1996 1995
==========================================================
==========================================================
=========
<S> <C> <C> <C>
OPERATIONS Net investment income $13,518,039 $18,111,834
----------------------------------------------------------------------------------------------
Net realized gain 125,983,836 118,657,828
----------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation 194,446,573 76,284,116
----------- -----------
Net increase in net assets resulting from operations 333,948,448 213,053,778
==========================================================
==========================================================
=========
DIVIDENDS AND
DISTRIBUTIONS TO
SHAREHOLDERS
Dividends from net investment income:
Class A (14,009,023) --
Class B (3,568) --
Class C (7,369) --
----------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A (120,623,278) (194,601,466)
Class B (20,905,412) (22,711,659)
Class C (131,770) --
==========================================================
==========================================================
=========
BENEFICIAL INTEREST
TRANSACTIONS
Net increase in net assets resulting from beneficial interest
transactions--Note 2:
Class A 165,278,694 273,668,816
Class B 170,668,404 150,133,375
Class C 16,731,958 --
==========================================================
==========================================================
=========
NET ASSETS Total increase 530,947,084 419,542,844
----------------------------------------------------------------------------------------------
Beginning of period 2,526,653,871 2,107,111,027
-------------- -------------
End of period (including undistributed net investment
income of $19,988,584 and $13,182,028, respectively) $3,057,600,955 $2,526,653,871
==============
==============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
Financial Highlights
<TABLE>
<CAPTION>
Class A Class B
------------------------------------------- ------------------------------------
Year Ended September 30, Year Ended September 30,
1996 1995 1994 1993 1992 1996 1995 1994 1993(2)
==========================================================
==========================================================
===========
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period $36.84 $37.69 $35.04 $30.03 $32.05 $36.16 $37.36 $34.99 $33.33
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .23 .31 .17 .26 .17 (.05) .06 .08 .03
Net realized and unrealized
gain (loss) 4.22 2.59 6.10 4.99 (1.50) 4.13 2.49 5.83 1.63
Total income (loss) from ---- ---- ---- ---- ----- ---- ---- ---- ----
investment operations 4.45 2.90 6.27 5.25 (1.33) 4.08 2.55 5.91 1.66
- -------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment
income (.24) -- (.25) (.12) (.11) -- -- (.18) --
Distributions from net realized gain (2.05) (3.75) (3.37) (.12) (.58) (2.05) (3.75) (3.36) --
Total dividends and distributions ---- ---- ---- ---- ----- ---- ---- ---- ----
to shareholders (2.29) (3.75) (3.62) (.24) (.69) (2.05) (3.75) (3.54) --
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $39.00 $36.84 $37.69 $35.04 $30.03 $38.19 $36.16 $37.36
$34.99
====== ====== ====== ====== ====== ======
====== ====== ======
==========================================================
==========================================================
===========
TOTAL RETURN, AT NET ASSET VALUE(3) 12.98% 9.26% 19.19% 17.67% (4.23)% 12.07% 8.34%
18.10% 3.64%
==========================================================
==========================================================
===========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in millions) $2,499 $2,186 $1,921 $1,389 $1,215 $541 $340 $187 $6
- -------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $2,309 $1,979 $1,711 $1,213 $1,194 $438 $258 $ 88 $3
- -------------------------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at end
of period (in thousands) N/A N/A N/A N/A $60,000 N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------
Average amount of debt outstanding
throughout each period
(in thousands) N/A N/A N/A $18,247 $60,000 N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------
Average number of shares outstanding
throughout each period
(in thousands) N/A N/A N/A 39,853 37,435 N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------
Average amount of debt per share
outstanding throughout each period N/A N/A N/A $0.46 $1.60 N/A N/A N/A
N/A
- -------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.62% 0.90% 0.38% 0.84% 0.55% (0.17)% 0.09% (0.30)%
1.52%(4)
Expenses 1.17% 1.20% 1.15% 1.18% 1.36% 2.00% 2.03% 2.08%
2.40%(4)
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5) 102.9% 84.4% 78.3% 86.9% 18.0% 102.9% 84.4% 78.3%
86.9%
Average brokerage
commission rate(6) $0.0071 -- -- -- -- $0.0071 -- -- --
<CAPTION>
Class C
-------
Period
Ended
Sept. 30,
1996(1)
==========================================================
<S> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period $36.67
- ----------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .09
Net realized and unrealized
gain (loss) 4.13
Total income (loss) from ----
investment operations 4.22
- ----------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment
income (.11)
Distributions from net realized gain (2.05)
Total dividends and distributions ------
to shareholders (2.16)
- ----------------------------------------------------------
Net asset value, end of period $38.73
======
==========================================================
TOTAL RETURN, AT NET ASSET VALUE(3) 12.34%
==========================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in millions) $18
- ----------------------------------------------------------
Average net assets (in millions) $8
- ----------------------------------------------------------
Amount of debt outstanding at end
of period (in thousands) N/A
- ----------------------------------------------------------
Average amount of debt outstanding
throughout each period
(in thousands) N/A
- ----------------------------------------------------------
Average number of shares outstanding
throughout each period
(in thousands) N/A
- ----------------------------------------------------------
Average amount of debt per share
outstanding throughout each period N/A
- ----------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.04%(4)
Expenses 1.99%(4)
- ----------------------------------------------------------
Portfolio turnover rate(5) 102.9%
Average brokerage
commission rate(6) $0.0071
</TABLE>
1. For the period from October 2, 1995 (inception of offering) to
September 30, 1996.
2. For the period from August 17, 1993 (inception of offering) to
September 30, 1993.
3. 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.
4. Annualized.
5. 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 September 30, 1996 were $2,961,733,794
and $2,678,446,475, respectively.
6. 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.
See accompanying Notes to Financial Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Global Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment objective is capital
appreciation. The Fund invests primarily in common stocks of U.S. and
foreign companies. The Fund's investment adviser is OppenheimerFunds,
Inc. (the Manager). 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 Trustees. 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 Trustees 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. Forward foreign currency exchange contracts are valued based
on the closing prices of the forward currency contract rates in the
London foreign exchange markets on a daily basis as provided by a
reliable bank or dealer.
FOREIGN CURRENCY TRANSLATION. The accounting records of the Fund are
maintained in U.S. dollars. Prices of securities denominated in foreign
currencies are translated into U.S. dollars at the closing rates of
exchange. Amounts related to the purchase and sale of securities and
investment income are translated at the rates of exchange prevailing on
the respective dates of such transactions.
The effect of changes in foreign currency exchange rates on investments
is separately identified from the fluctuations arising from changes in
market values of securities held and reported with all other foreign
currency gains and losses in the Fund's Statement of Operations.
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.
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.
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.
TRUSTEES' FEES AND EXPENSES. The Fund has adopted a nonfunded
retirement plan for the Fund's independent trustees. Benefits are
based on years of service and fees paid to each trustee during the
years of service. During the year ended September 30, 1996, a provision
of $101,127 was made for the Fund's projected benefit obligations and
payments of $7,479 were made to retired trustees, resulting in an
accumulated liability of $262,675 at September 30, 1996.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders are recorded on the ex-dividend date.
<PAGE>
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 year ended September 30, 1996, the Fund adjusted the
classification of distributions to shareholders to reflect the
differences between the financial statement amounts and distributions
determined in accordance with income tax regulations.
Accordingly, during the year ended September 30, 1996, amounts have
been reclassified to reflect a decrease in undistributed net investment
income and an increase in accumulated net realized gain on investments
of $367,527. In addition, to properly reflect foreign currency gain in
the components of capital, $7,676,004 of foreign exchange gain
determined according to U.S. federal income tax rules has been
reclassified from net realized gain to net investment income.
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.
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of
beneficial interest of each class. Transactions in shares of beneficial
interest were as follows:
<TABLE>
<CAPTION>
Year Ended September 30, 1996(1) Year Ended September 30, 1995
-------------------------------- ------------------------------
Shares Amount Shares Amount
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A:
Sold 13,445,573 $494,129,386 14,970,471 $515,346,870
Dividends and distributions reinvested 3,791,424 129,022,228 5,837,688 185,638,506
Redeemed (12,511,334) (457,872,920) (12,413,877) (427,316,560)
----------- ------------ ----------- ------------
Net increase 4,725,663 $165,278,694 8,394,282 $273,668,816
=========== ============ ===========
============
- -------------------------------------------------------------------------------------------------------------------
Class B:
Sold 6,760,563 $244,252,699 5,628,673 $192,633,540
Dividends and distributions reinvested 596,683 20,012,734 687,798 21,610,609
Redeemed (2,599,758) (93,597,029) (1,894,767) (64,110,774)
----------- ------------ ----------- ------------
Net increase 4,757,488 $170,668,404 4,421,704 $150,133,375
=========== ============ ===========
============
- -------------------------------------------------------------------------------------------------------------------
Class C:
Sold 549,240 $20,205,091 -- $ --
Dividends and distributions reinvested 4,029 137,151 -- --
Redeemed (98,123) (3,610,284) -- --
----------- ------------ ----------- ------------
Net increase 455,146 $16,731,958 -- $ --
=========== ============ ===========
============
</TABLE>
1. For the year ended September 30, 1996 for Class A and
Class B shares, and for the period from October 2, 1995 (inception of
offering) to September 30, 1996 for Class C shares.
3. UNREALIZED GAINS AND LOSSES ON INVESTMENTS
At September 30, 1996, net unrealized appreciation on investments of
$567,222,031 was composed of gross appreciation of $597,401,994, and
gross depreciation of $30,179,963.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
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
0.80% on the first $250 million of net assets, 0.77% on the next $250
million, 0.75% on the next $500 million, 0.69% on the next $1 billion
and 0.67% on net assets in excess of $2 billion. The Manager has
voluntarily agreed to reduce the management fee to which it is entitled
under the Agreement to 0.65% on net assets in excess of $3.5 billion.
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 year ended September 30, 1996, commissions (sales charges paid
by investors) on sales of Class A shares totaled $5,830,983, of which
$1,861,170 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 $6,952,591 and
$156,720, of which $413,273 and $2,797, respectively, was paid to an
affiliated broker/dealer. During the year ended September 30, 1996,
OFDI received contingent deferred sales charges of $743,491 and $6,445,
respectively, upon redemption of Class B and Class C shares, as
reimbursement for sales commissions advanced by OFDI at the time of
sale of such shares.
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 year ended September 30, 1996,
OFDI paid $252,591 to an affiliated broker/dealer as reimbursement for
Class A personal service and maintenance expenses.
The Fund has adopted a reimbursement type Distribution and Service Plan
for Class B shares to reimburse 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 reimburse 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. If the
Plan is terminated by the Fund, the Board of Trustees 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. During the
year ended September 30, 1996, OFDI paid $53,520 to an affiliated
broker/dealer as reimbursement for Class B personal service and
maintenance expenses and retained $3,701,675 as reimbursement for Class
B sales commissions and service fee advances, as well as financing
costs.
As of September 30, 1996, OFDI had incurred unreimbursed expenses of
$16,226,094 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. If the Plan is terminated by the Fund, the Board of
Trustees 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. During the year September 30, 1996, OFDI retained
$75,623 as compensation for Class C sales commissions and service fee
advances, as well as financing costs. As of September 30, 1996, OFDI
had incurred unreimbursed expenses of $200,447 for Class C.
Oppenheimer Global Fund
<PAGE>
5. FORWARD CONTRACTS
A forward foreign currency exchange contract (forward contract) is a
commitment to purchase or sell a foreign currency at a future date, at
a negotiated rate.
The Fund uses forward contracts to seek to manage foreign currency
risks. They may also be used to tactically shift portfolio currency
risk. The Fund generally enters into forward contracts as a hedge upon
the purchase or sale of a security denominated in a foreign currency.
In addition, the Fund may enter into such contracts as a hedge against
changes in foreign currency exchange rates on portfolio positions.
Forward contracts are valued based on the closing prices of the forward
currency contract rates in the London foreign exchange markets on a
daily basis as provided by a reliable bank or dealer. The Fund will
realize a gain or loss upon the closing or settlement of the forward
transaction.
Securities held in segregated accounts to cover net exposure on
outstanding forward contracts are noted in the Statement of Investments
where applicable. Unrealized appreciation or depreciation on forward
contracts is reported in the Statement of Assets and Liabilities.
Realized gains and losses are reported with all other foreign currency
gains and losses in the Fund's Statement of Operations.
Risks include the potential inability of the counterparty to meet the
terms of the contract and unanticipated movements in the value of a
foreign currency relative to the U.S. dollar.
At September 30, 1996, the Fund had outstanding forward contracts to
purchase and sell currencies as follows:
<TABLE>
<CAPTION>
CONTRACT AMOUNT VALUATION AS OF UNREALIZED
UNREALIZED
CONTRACTS TO PURCHASE EXCHANGE DATE (000S) SEPT. 30, 1996
APPRECIATION DEPRECIATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
German Deutsche Mark (DEM) 10/1/96--10/2/96 5,025 DEM $3,294,412 $ -- $4,862
========== --------- ------
CONTRACTS TO SELL
- ----------------------------------------------------------------------------------------------------------------------------
Swiss Franc (CHF) 10/8/96 114,690 CHF $91,561,452 $8,438,548 $ --
- ----------------------------------------------------------------------------------------------------------------------------
Italian Lira (ITL) 10/1/96 2,250,167 ITL 1,478,379 5,313 --
- ----------------------------------------------------------------------------------------------------------------------------
German Deutsche Mark (DEM) 10/1/96--1/8/97 149,342 DEM 98,494,144 5,431,912
- --
- ----------------------------------------------------------------------------------------------------------------------------
Indonesian Rupiah (IDR) 10/1/96--10/2/96 393,913 IDR 169,680 35 --
- ----------------------------------------------------------------------------------------------------------------------------
Japanese Yen (JPY) 10/7/96 15,382,499 JPY 138,205,862 2,564,849 --
------------ ----------- -------
$329,909,517 16,440,657 --
============ ===========
- -------
Total Unrealized Appreciation and Depreciation $16,440,657 $4,862
=========== =======
</TABLE>
6. ILLIQUID AND RESTRICTED SECURITIES
At September 30, 1996, investments in securities included issues that
are illiquid or restricted. Restricted securities are often purchased
in private placement transactions, are not registered under the
Securities Act of 1933, may have contractual restrictions on resale,
and are valued under methods approved by the Board of Trustees as
reflecting fair value. A security may also be considered illiquid if it
lacks a readily-available market or if its valuation has not changed
for a certain period of time. The Fund intends to invest no more than
10% of its net assets (determined at the time of purchase and reviewed
from time to time) in illiquid or restricted securities. Certain
restricted securities, eligible for resale to qualified institutional
investors, are not subject to that limit. The aggregate value of
illiquid or restricted securities subject to this limitation at
September 30, 1996 was $88,287,890, which represents 2.89% of the
Fund's net assets. Information concerning restricted securities is as
follows:
<TABLE>
<CAPTION>
VALUATION PER UNIT AS
SECURITY ACQUISITION DATE COST PER UNIT OF SEPT. 30, 1996
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Quintiles Transnational Corp. 8/2/93 $ 8.64 $ 65.93
- ---------------------------------------------------------------------------------------------------------------------------
Clinica y Maternidad Suizo Argentino 5/16/94 7,383.33 8,883.03
</TABLE>
Pursuant to guidelines adopted by the Board of Trustees, certain
unregistered securities are determined to be liquid and are not
included within the 10% limitation specified above.
<PAGE>
Notes to Financial Statements (Continued)
7. SECURITIES LOANED
The Fund has entered into a securities lending arrangement with the
custodian. Under the terms of the agreement, the Fund receives 60% of
the annual net income from lending transactions. In exchange for such
fees, the custodian is authorized to loan securities on behalf of the
Fund, against receipt of collateral at least equal in value to the
value of the securities loaned. Cash collateral is invested by the
custodian in money market instruments approved by the Manager.
As of September 30, 1996, the Fund had on loan securities valued at
$223,463,921. Cash of $187,481,049 was received as collateral for the
loans, and has been invested in the approved instruments identified
below. U.S. Treasury Bills, Notes and Bonds valued at $42,989,230 were
also received as collateral. The Fund bears the risk of any deficiency
in the amount of collateral available for return to a borrower due to a
loss in an approved investment.
<TABLE>
<CAPTION>
VALUATION AS OF
SECURITY SEPTEMBER 30, 1996
----------------------------------------------------------------------------------------------------------
<S> <C>
Repurchase agreement with CS First Boston Corp., 5.975%, dated 9/30/96 and maturing
12/31/96, collateralized by Federal Home Loan Mortgage Corp., 7%--9.50%,
5/15/17--7/1/26, with a value of $117,360,046, and by Federal National Mortgage Assn.,
0%, 6/1/23, with a value of $46,110,000 $160,470,046
----------------------------------------------------------------------------------------------------------
Repurchase agreement with Goldman, Sachs & Co., 5.75%, dated 9/30/96 and maturing
10/1/96, collateralized by Federal Mortgage Acceptance Corp., 7.31%, 8/7/01, with a
value of $10,068,530, and by Federal Home Loan Bank, 5.60%, 7/24/97, with a value of
$10,001,710, and by Federal National Mortgage Assn., 7.15%, 6/26/01, with a value of
$6,940,763 27,011,003
----------------------------------------------------------------------------------------------------------
U.S. Treasury Bills, 1/2/97--5/29/97 1,083,519
----------------------------------------------------------------------------------------------------------
U.S. Treasury Nts., 5.125%--8.50%, 11/30/97--3/31/00 25,925,761
----------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 6.25%, 8/15/23 15,979,950
------------
$230,470,279
============
</TABLE>
Appendix
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 Transmission*
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
____________________________
* For purposes of the Fund's policy not to concentrate in securities
of issuers in the same industry, gas utilities and gas
transmission utilities will each be considered a separate industry.
<PAGE>
Investment Adviser
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
The Bank of New York
One Wall Street
New York, New York 10015
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
<PAGE>
OPPENHEIMER GLOBAL FUND
FORM N-1A
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
1. Financial Highlights (See Parts A and B): Filed herewith.
2. Independent Auditors' Report (See Part B): Filed herewith.
3. Statement of Investments (See Part B): Filed herewith.
4. Statement of Assets and Liabilities: (See Part B): Filed
herewith.
5. Statement of Operations (See Part B): Filed herewith.
6. Statements of Changes in Net Assets (See Part B): Filed
herewith.
7. Notes to Financial Statements (See Part B): Filed herewith.
(b) Exhibits
--------
Exhibit
Number Description
------- -----------
1. Amended and Restated Declaration of Trust as of 8/1/95: Filed
with Registrant's Post-Effective Amendment No. 65, 7/27/95, and
incorporated herein by reference.
2. By-Laws Amended as of 8/6/87: Filed with Registrant's Post-
Effective Amendment No. 63, 12/1/94, and incorporated herein by
reference.
3. Not applicable.
4.(i) Specimen Class A Share Certificate: Filed herewith.
(ii) Specimen Class B Share Certificate: Filed herewith.
(iii) Specimen Class C Share Certificate: Filed herewith.
5. Investment Advisory Agreement, made as of 6/27/94: Filed with
Registrant's Post-Effective Amendment No. 63, 12/1/94, and incorporated
herein by reference.
6.(i) General Distributor's Agreement dated December 10, 1992: Filed
with Registrant's Post-Effective Amendment No. 59, 1/29/93, refiled with
Registrant's Post-Effective Amendment No. 63, 12/1/94, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(ii) Form of OppenheimerFunds Distributor, Inc. Dealer Agreement: Filed
with Post-Effective Amendment No. 14 of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by
reference.
(iii) Form of OppenheimerFunds Distributor, Inc. Broker Agreement: Filed
with Post-Effective Amendment No. 14 of Oppenheimer Main Street Funds,
Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(iv) Form of OppenheimerFunds Distributor, Inc. Agency Agreement: Filed
with Post-Effective Amendment No. 14 of Oppenheimer Main Street Funds,
Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(v) Broker Agreement between OppenheimerFunds Distributor, Inc., and
Newbridge Securities dated 10/1/86: Filed with Post-Effective Amendment
No. 25 of Oppenheimer Growth Fund (Reg. No. 2-45272), 11/1/86, refiled
with Post-Effective Amendment No. 45 of Oppenheimer Growth Fund (Reg.
No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
7. Retirement Plan for Non-Interested Trustees or Directors dated 6/7/90:
Filed with Post-Effective Amendment No. 97 of Oppenheimer Fund (Reg. No.
2-14586), 8/30/90, refiled with Post-Effective Amendment No. 45 of
Oppenheimer Growth Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
8. Amended and Restated Custody Agreement dated 11/12/92 between
Registrant and The Bank of New York: Filed with Registrant's Post-
Effective Amendment No. 59, 1/29/93, refiled with Registrant's Post-
Effective Amendment No. 63, 12/1/94, pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
9. Not applicable.
10. Opinion and Consent of Counsel dated 3/2/87: Filed with Registrant's
Post-Effective Amendment No. 52, 1/27/89, refiled with Registrant's Post-
Effective Amendment No. 63, 12/1/94, pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
11. Independent Auditors' Consent: Filed herewith.
12. Not applicable.
13. Not applicable.
14. (i) Form of Individual Retirement Account (IRA) Trust Agreement:
Filed with 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 Standardized and Non-Standardized Profit Sharing Plan and
Money Purchase Pension Plan for self- employed persons and corporations:
Filed with Post-Effective Amendment No. 7 of Oppenheimer Global Growth &
Income Fund (Reg. No. 2-45272), 10/21/94, 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 of Oppenheimer Growth Fund (File No. 2-45272),
10/21/94, and incorporated herein by reference.
(iv) Form of Prototype 401(k) Plan: Previously filed with Post-Effective
Amendment No. 7 to the Registration Statement of Oppenheimer Strategic
Income & Growth Fund (Reg. No. 33-47378), 9/28/95, and incorporated herein
by reference.
(v) Form of SAR-SEP Simplified Employee Pension IRA: Filed with Post-
Effective Amendment No. 15 of Oppenheimer Mortgage Income Fund (which
subsequently merged into Oppenheimer U.S. Government Trust 7/28/95) (File
No. 33-6614), 1/24/95, and incorporated herein by reference.
15.(i) Service Plan and Agreement for Class A Shares dated as of 6/10/93
pursuant to Rule 12b-1 under the Investment Company Act of 1940: Filed
with Registrant's Post-Effective Amendment No. 60, 11/24/93, and
incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement for Class B Shares dated
as of 2/10/94, pursuant to Rule 12b-1 under the Investment Company Act of
1940: Filed with Registrant's Post-Effective Amendment No. 63, 12/1/94,
and incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement for Class C Shares dated
as of 7/17/95, pursuant to Rule 12b-1 under the Investment Company Act:
Filed with Registrant's Post-Effective Amendment No. 66, 9/29/953, and
incorporated herein by reference.
16. Performance Data Computation Schedule: Filed herewith.
17. (i) Financial Data Schedule for Class A Shares as of 9/30/96: Filed
herewith.
(ii) Financial Data Schedule for Class B Shares as of 9/30/96: Filed
herewith.
(iii) Financial Data Schedule for Class C Shares as of 9/30/96: Filed
herewith.
18. Oppenheimer Funds Multiple Class Plan under Rule 18f-3 dated 10/24/95:
Previously filed with Post-Effective Amendment No. 12 to the Registration
Statement of Oppenheimer California Municipal Fund (Reg. No. 33-23566),
11/1/95, and incorporated herein by reference.
- -- Powers of Attorney and Certified Board Resolutions: Filed with
Registrant's Post-Effective Amendment No. 60, 11/24/93, and incorporated
herein by reference.
- -- Powers of Attorney for Bridget A. Macaskill, Trustee: Filed with
Post-Effective Amendment No. 67, 1/24/96, 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 as of
Title of Class December 13, 1996
Class A Shares of Beneficial Interest 179,602
Class B Shares of Beneficial Interest 66,773
Class C Shares of Beneficial Interest 2,346
ITEM 27. Indemnification
---------------
Reference is made to paragraphs (c) through (g) of Section 12 of Article
SEVENTH of Registrant's Declaration of Trust, filed as an Exhibit 24(b)(1)
to this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions
or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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.
<TABLE>
<CAPTION>
Name & Current Position Other Business and Connections with OppenheimerFunds, Inc. During
the Past Two Years
- --------------------------- -------------------------------
<S> <C>
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 atPrudential 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.
</TABLE>
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds, and the Quest/Rochester Funds, set forth
below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Multiple Strategies Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation 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 Series Fund, Inc.
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.
Quest/Rochester Funds
- ---------------------------------
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value 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, Quest 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 is Bond Fund Series - Oppenheimer Bond Fund For
Growth, Rochester Fund Municipals and Rochester Portfolio Series - Limited
Term New York Municipal Fund 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 ofPresident, Generalthe New
York-
Counsel and Director based Oppen-heimer funds / Vice
President of the Denver-based
Oppen-heimer 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
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
</TABLE>
* 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")
(c) Not applicable.
ITEM 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company Act and
rules promulgated thereunder are in possession of OppenheimerFunds, Inc.
at its offices at 3410 South Galena Street, Denver, Colorado 80231.
ITEM 31. Management Services
-------------------
Not applicable.
ITEM 32. Undertakings
------------
(a) Not applicable.
(b) Not applicable.
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
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 3rd day of January, 1997.
OPPENHEIMER GLOBAL FUND
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
- -------------- Board of Trustees January 3, 1997
Leon Levy
/s/ Bridget A. Macaskill* President, Chief
- -------------------- Executive Officer
Bridget A. Macaskill and Trustee January 3, 1997
/s/ George Bowen* Treasurer and Chief
- ----------------- Financial and
George Bowen Accounting Officer January 3, 1997
/s/ Robert G. Galli* Trustee January 3, 1977
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee January 3, 1977
- ----------------------
Benjamin Lipstein
/s/ Donald W. Spiro* Trustee January 3, 1977
- --------------------------
Donald W. Spiro
/s/ Elizabeth B. Moynihan* Trustee January 3, 1977
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee January 3, 1977
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee January 3, 1977
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee January 3, 1977
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Pauline Trigere* Trustee January 3, 1977
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee January 3, 1977
- -----------------------
Clayton K. Yeutter
</TABLE>
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER GLOBAL FUND
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24(b)(4)(i) Specimen Form of Class A Share Certificate
24(b)(4)(ii) Specimen Form of Class B Share Certificate
24(b)(4)(iii) Specimen Form of Class C Share Certificate
24(b)(11) Independent Auditors' Consent
24(b)(16) Performance Data Computation Schedule
24(b)(17)(i) Financial Data Schedule for Class A Shares as of 9/30/96
24(b)(17)(ii) Financial Data Schedule for Class B Shares as of 9/30/96
24(b)(17)(iii) Financial Data Schedule for Class C Shares as of 9/30/96
Exhibit 24(b)(4)(i)
OPPENHEIMER GLOBAL FUND
Class A Share Certificate (8-1/2" x 11")
I. FRONT 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, Class A SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER GLOBAL FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683924104
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GLOBAL FUND
(hereinafter called the "Fund"), transferable only on the
books of the Fund 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 Declaration of
Trust of the Fund 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 Fund and the signatures
of its duly authorized officers.
(at left Dated: (at right
of seal) of seal)
(signature) (signature)
/s/ George C. Bowen /s/ Bridget A. Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER GLOBAL FUND
SEAL
1986
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
[A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION]
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 on 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
beneficial interest 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 Fund 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 right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
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 Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
______________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
CERTIFIC\330CERTA
Exhibit 24(b)(4)(ii)
OPPENHEIMER GLOBAL FUND
Class B Share Certificate (8-1/2" x 11")
I. FRONT 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, CLASS B SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER GLOBAL FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683924203
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GLOBAL FUND
(hereinafter called the "Fund"), transferable only on the
books of the Fund 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 Declaration of
Trust of the Fund 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 Fund and the signatures
of its duly authorized officers.
(at left Dated: (at right
of seal) of seal)
(signature) (signature)
/s/ George C. Bowen /s/ Bridget A. Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER GLOBAL FUND
SEAL
1986
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
[A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION]
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 on 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
beneficial interest 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 Fund 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 right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
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 Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
______________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
CERTIFIC\330CERTB
Exhibit 24(b)(4)(iii)
OPPENHEIMER GLOBAL FUND
Class C Share Certificate (8-1/2" x 11")
I. FRONT 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, CLASS C SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER GLOBAL FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683924302
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GLOBAL FUND
(hereinafter called the "Fund"), transferable only on the
books of the Fund 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 Declaration of
Trust of the Fund 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 Fund and the signatures
of its duly authorized officers.
(at left Dated: (at right
of seal) of seal)
(signature) (signature)
/s/ George C. Bowen /s/ Bridget A. Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER GLOBAL FUND
SEAL
1986
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
[A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION]
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 on 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
beneficial interest 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 Fund 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 right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
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 Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
______________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
CERTIFIC\330CERTC
EXHIBIT 24(b)(11)
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Global Fund:
We consent to the use of our report dated October 21, 1996, included in
the Registration Statement.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
Denver, Colorado
December 23, 1996
Oppenheimer Global 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:
Amount From
Distribution Amount From Long or
Reinvestment Investment Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
10/27/86 0.1100000 3.0800000 26.580
12/19/86 0.0000000 0.7300000 26.080
10/23/87 0.0700000 4.3000000 25.120
12/24/87 0.0000000 1.3200000 20.630
12/23/88 0.0850000 1.7300000 23.560
12/22/89 0.1100000 3.0000000 28.270
12/21/90 0.0800000 1.6850000 26.550
12/20/91 0.1080000 0.5770000 31.760
12/17/92 0.1190000 0.1220000 28.420
11/29/93 0.2510000 3.3650000 33.440
12/16/94 0.0000000 3.7490000 31.800
12/18/95 0.2382000 2.0510000 34.030
Class B Shares
11/29/93 0.1780000 3.3650000 33.390
12/16/94 0.0000000 3.7490000 31.420
12/18/95 0.0000000 2.0510000 33.540
Class C Shares
12/18/95 0.1147000 2.0510000 34.040
1. Average Annual Total Returns for the Periods Ended 09/30/96:
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
1. Average Annual Total Returns for the Periods Ended 09/30/96
(Continued):
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,064.90 1 $1,562.15 .2
(---------) - 1 = 6.49% (---------) - 1 = 9.33%
$1,000 $1,000
Ten Year
$3,178.73 .1
(---------) - 1 = 12.26%
$1,000
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00%
for the first year, and 3.00% for the inception year:
One Year Inception
$1,070.73 1 $1,456.22 .3206
(---------) - 1 = 7.07% (---------) - 1 = 12.80%
$1,000 $1,000
Examples at NAV:
Class A Shares
One Year Five Year
$1,129.83 1 $1,657.46 .2
(---------) - 1 = 12.98% (---------) - 1 = 10.63%
$1,000 $1,000
Ten Year
$3,372.76 .1
(---------) - 1 = 12.93%
$1,000
Class B Shares
One Year Inception
$1,120.72 1 $1,486.24 .3206
(---------) - 1 = 12.07% (---------) - 1 = 13.54%
$1,000 $1,000
Oppenheimer Global Fund
Page 3
2. Cumulative Total Returns for the Periods Ended 09/30/96:
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
$1,064.90 - $1,000 $1,562.15 - $1,000
------------------ = 6.49% ------------------ = 56.22%
$1,000 $1,000
Ten Year
$3,178.73 - $1,000
------------------ = 217.87%
$1,000
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00%
for the first year, and 3.00% for the inception year:
One Year Inception
$1,070.73 - $1,000 $1,456.23 - $1,000
------------------ = 7.07% ------------------ = 45.62%
$1,000 $1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of 1.00%
for the first year, and 0.00% for the inception year:
Inception
$1,113.37 - $1,000
------------------ = 11.34%
$1,000
Oppenheimer Global Fund
Page 4
2. Cumulative Total Returns for the Periods Ended 09/30/96
(Continued):
Examples at NAV:
Class A Shares
One Year Five Year
$1,129.83 - $1,000 $1,657.46 - $1,000
------------------ = 12.98% ----------------- = 65.75%
$1,000 $1,000
Ten Year
$3,372.76 - $1,000
------------------ = 237.28%
$1,000
Class B Shares
One Year Inception
$1,120.72 - $1,000 $1,486.24 - $1,000
------------------ = 12.07% ------------------ = 48.62%
$1,000 $1,000
Class C Shares
Inception
$1,123.36 - $1,000
------------------ = 12.34%
$1,000
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 074658
<NAME> Oppenheimer Global Fund - Class A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 2,460,511,145
<INVESTMENTS-AT-VALUE> 3,027,733,176
<RECEIVABLES> 26,691,236
<ASSETS-OTHER> 64,199
<OTHER-ITEMS-ASSETS> 251,957,634
<TOTAL-ASSETS> 3,306,446,245
<PAYABLE-FOR-SECURITIES> 10,444,530
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 238,400,760
<TOTAL-LIABILITIES> 248,845,290
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,357,134,687
<SHARES-COMMON-STOCK> 64,074,825
<SHARES-COMMON-PRIOR> 59,349,162
<ACCUMULATED-NII-CURRENT> 19,988,583
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 95,703,910
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 584,773,775
<NET-ASSETS> 2,498,748,991
<DIVIDEND-INCOME> 37,315,029
<INTEREST-INCOME> 12,222,133
<OTHER-INCOME> 0
<EXPENSES-NET> 36,019,123
<NET-INVESTMENT-INCOME> 13,518,039
<REALIZED-GAINS-CURRENT> 125,983,836
<APPREC-INCREASE-CURRENT> 194,446,573
<NET-CHANGE-FROM-OPS> 333,948,448
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,009,023
<DISTRIBUTIONS-OF-GAINS> 120,623,278
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13,445,573
<NUMBER-OF-SHARES-REDEEMED> 12,511,334
<SHARES-REINVESTED> 3,791,424
<NET-CHANGE-IN-ASSETS> 530,947,084
<ACCUMULATED-NII-PRIOR> 13,182,028
<ACCUMULATED-GAINS-PRIOR> 118,689,010
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,638,352
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 36,019,123
<AVERAGE-NET-ASSETS> 2,309,000,000
<PER-SHARE-NAV-BEGIN> 36.84
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> 4.22
<PER-SHARE-DIVIDEND> 0.24
<PER-SHARE-DISTRIBUTIONS> 2.05
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 39.00
<EXPENSE-RATIO> 1.17
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 074658
<NAME> Oppenheimer Global Fund - Class B
<S> <C>
<PERIOD-TYPE> 12-MOS
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 074658
<NAME> Oppenheimer Global Fund - Class C
<S> <C>
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