OPPENHEIMER FUND
497, 1995-07-27
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OPPENHEIMER FUND
Supplement dated July 14, 1995 to the
Prospectus dated October 21, 1994

The following changes are made to the Prospectus:

1.   The supplement dated January 3, 1995 to the prospectus is replaced
by this supplement.

2.   Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 2 is changed to read as follows:

     1. If you invest more than $1 million (more than $500,000 for
     purchases by OppenheimerFunds prototype 401(k) plans) in Class
     A shares, you may have to pay a sales charge of up to 1% if you
     sell your shares within 18 calendar months from the end of the
     calendar month in which you purchased those shares. See "How to
     Buy Shares -- Class A Shares," below.

3.   In "How the Fund is Managed" the third and fourth sentences in the
section entitled "Portfolio Manager" on page 9 are changed to read as
follows:

     During the past five years Mr. Rubinstein has been Vice President of
     the Manager and the Fund, and has also served as an officer of other
     OppenheimerFunds.

4.   In "How to Buy Shares," the section entitled "Class A Shares" under
"Classes of Shares" on page 11 is changed to read as follows:

     If you buy Class A shares, you may pay an initial sales charge
     on investments up to $1 million (up to $500,000 for purchases
     by OppenheimerFunds prototype 401(k) plans). If you purchase
     Class A shares as part of an investment of at least $1 million
     ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
     of one or more OppenheimerFunds, you will not pay an initial
     sales charge, but if you sell any of those shares within 18
     months of buying them, you may pay a contingent deferred sales
     charge. The amount of that sales charge will vary depending on
     the amount you invested. Sales charge rates are described in
     "Class A Shares" below.

5.   In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 12 is changed by adding a new final sentence
to the (first) paragraph of that section as follows:

     The discussion below of the factors to consider in purchasing
     a particular class of shares assumes that you will purchase only
     one class of shares and not a combination of shares of different
     classes.

6.   The second sentence of the paragraph captioned "At What Price are
     Shares Sold?" on page 13 is revised to read as follows:  "In most
     cases, to enable you to receive that day's offering price, the
     Distributor 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 fourth sentence of that
     paragraph is revised to read as follows: "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."  

7.   In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 13 is amended in its entirety
to read as follows:

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

8.   In "Reduced Sales Charges for Class A Purchases," on page 14, the
first two sentences of the second paragraph of the section "Right of
Accumulation" are revised to read as follows:

          Additionally, you can add together current purchases of
     Class A shares of the Fund and Class A and Class B shares of
     other OppenheimerFunds to reduce the sales charge rate that
     applies to current purchases of Class A shares. You can also
     count Class A and Class B shares of OppenheimerFunds you
     previously purchased subject to an initial or contingent
     deferred sales charge to reduce the sales charge rate for
     current purchases of Class A shares, provided that you still
     hold that investment in one of the OppenheimerFunds.

9.   The first sentence of the section entitled "Letter of Intent" is
revised to read as follows:

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

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

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

     -- Waivers of Class A Sales Charges. The Class A sales charges
     are not imposed in the circumstances described below. There is
     an explanation of this policy in "Reduced Sales Charges" in the
     Statement of Additional Information.

          Waivers of Initial and Contingent Deferred Sales Charges
     for Certain Purchasers. Class A shares purchased by the
     following investors are not subject to any Class A sales
     charges:

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

          Waivers of Initial and Contingent Deferred Sales Charges
     in Certain Transactions. Class A shares issued or purchased in
     the following transactions are not subject to Class A sales
     charges:
     . . .
          (d) shares purchased and paid for with the proceeds of
     shares redeemed in the prior 12 months from a mutual fund (other
     than a fund managed by the Manager or any of its subsidiaries)
     on which an initial sales charge or contingent deferred sales
     charge was paid (this waiver also applies to shares purchased
     by exchange of shares of Oppenheimer Money Market Fund, Inc.
     that were purchased and paid for in this manner); this waiver
     must be requested when the purchase order is placed for your
     shares of the Fund, and the Distributor may require evidence of
     your qualification for this waiver.

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

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

10.  The first paragraph of the section entitled "Waivers of Class C Sales
Charge" on page 15 is amended by  replacing the introductory phrase of
that paragraph with the sentences below and adding a new section at the
end of that paragraph as follows:

     -- Waivers of Class C Sales Charge. The Class C contingent
     deferred sales charge will not be applied to shares purchased
     in certain types of transactions nor will it apply to Class C
     shares redeemed in certain circumstances as described below. The
     reasons for this policy are in "Reduced Sales Charges" in the
     Statement of Additional Information.

          Waivers for Redemptions of Shares in Certain Cases. The
     Class C contingent deferred sales charge will be waived for
     redemptions of shares in the following cases:
          . . . .
          (5) for distributions from OppenheimerFunds prototype
     401(k) plans (a) for hardship withdrawals; (b) under a Qualified
     Domestic Relations Order, as defined in the Internal Revenue
     Code; (c) to meet minimum distribution requirements as defined
     in the Internal Revenue Code; (d) to make "substantially equal
     periodic payments" as described in Section 72(t) of the Internal
     Revenue Code; or (e) for separation from service.

11.  In the section entitled "Reinvestment Privilege" on page 18, the
first three sentences are revised to read as follows:

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

12.  In the section entitled "Retirement Plans" on page 18, the following
is added to the list of plans offered by the Distributor:

     -- 401(k) prototype retirement plans for businesses

13.  The section entitled "Selling Shares by Telephone" on page 19 is
     amended by revising the second sentence to read as follows:

     "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."

14.  The section entitled "How to Exchange Shares" on page 20, is amended
     by revising the first sentence in the first "bulleted" paragraph
     following "Telephone Exchange Requests" to read as follows:

     "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."

15.  The first sentence of the paragraph captioned "Net Asset Value Per
     Share" on page 20 is revised to read as follows:

         "Net asset value per share is determined for each class of
     shares as of the close of The New York Stock Exchange  on each
     regular business day by dividing the value of the Fund's net
     assets attributable to a class by the number of shares that are
     outstanding."



July 14, 1995
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OPPENHEIMER FUND
Supplement dated July 14, 1995 to the
Statement of Additional Information
dated October 21, 1994

The Statement of Additional Information is amended as follows:

1.    In the section entitled "Letters of Intent" on pages 25-26, the
first three sentences of the first paragraph in that section are replaced
by the following:

   A Letter of Intent (referred to as a "Letter") is an investor's
   statement in writing to the Distributor of the intention to purchase
   Class A shares of the Fund (and Class A and Class B shares of other
   OppenheimerFunds) during a 13-month period (the "Letter of Intend
   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 of other
   OppenheimerFunds) that applies under the Right of Accumulation to
   current purchases of Class A shares.

2.    In the section entitled "Letters of Intent" on page 26, a new third
paragraph is added as follows:

   For purchases of shares of the Fund and other OppenheimerFunds by
   OppenheimerFunds prototype 401(k) plans under a Letter of Intent, the
   Transfer Agent will not hold shares in escrow.  If the intended
   purchase amount under the Letter entered into by an OppenheimerFunds
   prototype 401(k) plan is not purchased by the plan by the end of the
   Letter of Intent period, there will be no adjustment of commissions
   paid to the broker-dealer or financial institution of record for
   accounts held in the name of that plan.

3.    In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 26, item 5 of that section is replaced by the following:

   5. The shares eligible for purchase under the Letter (or the holding
   of which may be counted toward completion of a Letter) include (a)
   Class A shares sold with a front-end sales charge or subject to a
   Class A contingent deferred sales charge, (b) Class B shares or Class
   B shares of other OppenheimerFunds acquired subject to a contingent
   deferred sales charge, and (c) Class A shares or B shares of other
   OppenheimerFunds acquired by reinvestment of dividends and
   distributions or acquired in exchange for either (i) Class A shares of one
   of the other OppenheimerFunds that were acquired subject to a Class A
   initial or contingent deferred sales charge or (ii) Class B shares of one
   of the other OppenheimerFunds that were acquired subject to a contingent
   deferred sales charge.

4.    In the section entitled "Distributions from Retirement Plans" on
page 29, the phrase "401(k) plans" is added after "403(b)(7) custodial
plans" in the first sentence, and the third sentence of that section is
revised to read as follows:

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

5.    In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on pages 29-30, the last sentence of that
section is revised to read as follows:

   Ordinarily, for accounts redeemed by a broker-dealer under this
   procedure, payment will be made within three business days after the
   shares have been redeemed upon the Distributor's receipt the required
   redemption documents in proper form, with the signature(s) of the
   registered owners guaranteed on the redemption document as described
   in the Prospectus.

6.    In the section entitled "How To Exchange Shares" on page 32, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

   However, shares of Oppenheimer Money Market Fund, Inc. purchased with
   the redemption proceeds of shares of other mutual funds (other than
   funds managed by the Manager or its subsidiaries) redeemed within the
   12 months prior to that purchase may subsequently be exchanged for
   shares of other OppenheimerFunds without being subject to an initial
   or contingent deferred sales charge, whichever is applicable.  To
   qualify for that privilege, the investor or the investor's dealer
   must notify the Distributor of eligibility for this privilege at the
   time the shares of Oppenheimer Money Market Fund, Inc. are purchased,
   and, if requested, must supply proof of entitlement to this
   privilege.

July 14, 1995




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