Registration No. 2-49887
File No. 811-2454
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 57 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT N0. 26 / X /
OPPENHEIMER MONEY MARKET FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)
(303) 671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(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 November 21, 1996, pursuant to paragraph (b)
<PAGE>
/ / On _________________, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On _________, pursuant to paragraph (a)(2) of
Rule 485
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The Registrant has registered an indefinite number of shares under the
Securities 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
July 31, 1996 was filed on September 26, 1996.
<PAGE>
FORM N-1A
OPPENHEIMER MONEY MARKET FUND, INC.
Cross Reference Sheet
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Part A of
Form N-1A
Item No. Prospectus Heading
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1 Front Cover Page
2 About the Fund - Expenses; A Brief 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
5 How the Fund is Managed; Back Cover; Expenses
6 How the Fund is Managed -- Organization and History; The Manager
and Its Affiliates - The Transfer Agent; Dividends,Capital
Gains and Taxes
7 Shareholder Account Rules and Policies; How to Buy Shares;
Special Investor Services; How to Sell Shares; How to
Exchange Shares; Back Cover
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
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10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment Techniques
and Strategies; Other Investment Restrictions
14 How the Fund is Managed - Directors and Officers of the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed - The Manager and Its Affiliates
17 How the Fund is Managed - The Manager and Its Affiliates
18 *
19 About Your Account - How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends and Taxes
21 How the Fund is Managed - The Distributor
22 Performance of the Fund
23 Financial Information About the Fund - Financial Statements
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* Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Money Market Fund, Inc.
Prospectus dated November 21, 1996
Oppenheimer Money Market Fund, Inc. is a no-load "money market" mutual fund that
seeks the maximum current income that is consistent with stability of principal.
The Fund seeks to achieve this objective by investing in "money market"
securities meeting specific credit quality standards.
An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. While the Fund seeks to maintain a stable net asset value of $1.00
per share, there can be no assurance that the Fund will be able to do so.
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
November 21, 1996 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).
(OppenheimerFunds logo)
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.
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<PAGE>
Contents
ABOUT THE FUND
4 Expenses
5 Brief Overview of the Fund
7 Financial Highlights
10 Investment Objective and Policies
14 How the Fund is Managed
16 Performance of the Fund
ABOUT YOUR ACCOUNT
16 How to Buy Shares
18 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
20 How to Sell Shares
By Mail
By Telephone
By Wire
By Check Writing
22 How to Exchange Shares
24 Shareholder Account Rules and Policies
25 Dividends, Capital Gains and Taxes
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ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its assets,
administration 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 pay those expenses indirectly. 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
calculations below are based on the Fund's expenses during its fiscal period
from January 1, 1996 to July 31, 1996.
o Shareholder Transaction Expenses are charges you pay when you buy or
sell shares of a mutual fund. There are no sales charges assessed when you buy
shares of the Fund. Please refer to "About Your Account" starting on page 16
for more information.
Maximum Sales Charge on Purchases None
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Sales Charge on Reinvested Dividends None
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Redemption Fees None(1)
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Exchange Fee None
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(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check or by ACH transfer through AccountLink, or
for which check writing privileges are used (see "How to Sell Shares").
o 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 advisor, 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 and other
expenses. Those expenses are detailed in the Fund's Financial Statements in the
Statement of Additional Information.
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Annual Fund Operating Expenses (as a percentage of average net
assets)
Management Fees 0.44%
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12b-1 Distribution Plan Fees None
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Other Expenses 0.40%
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Total Fund Operating Expenses 0.84%
The numbers in the chart above are based on the Fund's expenses in the
fiscal period of January 1, 1996 to July 31, 1996. These amounts are shown as a
percentage of the average net assets of the Fund for that period. The actual
expenses in future years may be more or less than the numbers in the chart,
depending on a number of factors, including the actual value of the Fund's
assets.
o 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 shares of the Fund, and the Fund's
annual return is 5%, and that its operating expenses are the ones shown in the
Annual Fund Operating Expenses chart 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 each period shown:
1 year 3 years 5 years 10 years
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$9 $27 $47 $104
These examples show the effect of expenses on an investment in the
Fund, 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
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Fund. Keep the Prospectus for reference after you invest,
particularly for information about your account, such as how to
sell or exchange shares.
o What Is the Fund's Investment Objective? The Fund's
objective is to seek the maximum current income that is consistent
with stability of principal.
o What Does the Fund Invest In? The Fund invests in high-quality money
market securities. These are short-term highly liquid securities that meet
specific credit quality standards under the Investment Company Act of 1940 (the
"Investment Company Act"). Because of their large denominations, money market
investments are generally unavailable to the smaller investor. The money market
securities the Fund invests in may include U.S. Government securities,
repurchase agreements, certificates of deposit and high quality commercial paper
issued by companies. These and other types of money market securities are
described in "Investment Objective and Policies" starting on page 10.
o Who Manages the Fund? The Fund's investment advisor (the "Manager")
is OppenheimerFunds, Inc., which (including a subsidiary) manages investment
company portfolios having over $55 billion in assets at September 30, 1996. The
Manager is paid an advisory fee by the Fund, based on its net assets. The Fund's
portfolio manager, who is employed by the Manager and who is primarily
responsible for the selection of the Fund's securities, is Carol E. Wolf. The
Fund's Board of Directors, elected by shareholders, oversees the Manager and the
portfolio manager. Please refer to "How the Fund is Managed," starting on page
14 for more information about the Manager and its fees.
o How Risky Is the Fund? All investments carry risks to some degree.
Money market funds in general are relatively conservative investments. The Fund
attempts to maintain a stable share price of $1.00, but there is no guarantee it
will do so. While money market securities are debt securities that may be
affected by changes in interest rates, because of their short maturity and
liquidity, their prices are less sensitive to interest rate changes than
longer-term debt securities. Fluctuations in value of the Fund's securities will
not generally result in gains or losses to the Fund since the Fund usually holds
securities to their maturity. While the Fund is a conservative investment for
those seeking income, liquidity and stability of principal, it is important to
note that the Fund's shares are not guaranteed by the U.S. Government or
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insured by the F.D.I.C. Please refer to "Investment Objective and Policies"
starting on page 10 for a more complete discussion of the Fund's investment
risks.
o 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 Federal Funds wires or an
Automatic Investment Plan under AccountLink. Please refer to "How to Buy Shares"
starting on page 16 for more details.
o Will I Pay a Sales Charge to Buy Shares? No. Shares of
the Fund are sold at their net asset value, without sales charge.
Normally, the net asset value is $1.00 per share. There can be no
assurance that the Fund's net asset value will not vary.
o 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
or by writing a check against your Fund account, or by wire to a previously
designated bank account. Please refer to "How to Sell Shares" starting on page
20. The Fund also offers exchange privileges to other Oppenheimer funds,
described in "How to Exchange Shares" starting on page 22.
o How Has the Fund Performed? The Fund measures its performance by
quoting its "yield" and "compounded effective yield," which measure historical
performance. Those yields can be compared to the yields of other money market
funds. Please remember that past performance does not guarantee future results.
Financial Highlights
The table on the following pages presents selected financial information about
the Fund, including per share data and 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 period from January 1, 1996 to July 31,
1996, is included in the Statement of Additional Information.
<TABLE>
<CAPTION>
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FINANCIAL HIGHLIGHTS
SEVEN MONTHS
ENDED
JULY 31, YEAR ENDED DECEMBER 31,
1996(1) 1995 1994 1993 1992 1991 1990 1989
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PER SHARE OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
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Income from investment operations:
Net investment income and net
realized gain (loss) .03 .05 .04 .03 .03 .06 .08 .08
Dividends and distributions to
shareholders (.03) (.05) (.04) (.03) (.03) (.06) (.08) (.08)
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Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======================================================================================
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TOTAL RETURN, AT NET ASSET VALUE(2) 2.80% 5.40% 3.76% 2.71% 3.47% 5.87% 7.99% 8.88%
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RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $1,102 $818 $929 $611 $692 $ 899 $1,082 $940
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Average net assets (in millions) $ 901 $855 $804 $653 $811 $1,003 $1,033 $873
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Ratios to average net assets:
Net investment income 4.68%(3) 5.19% 3.79% 2.65% 3.42% 5.66% 7.66% 8.55%
Expenses 0.84%(3) 0.90% 0.82% 0.87% 0.88% 0.77% 0.74% 0.78%
<CAPTION>
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FINANCIAL HIGHLIGHTS
YEAR ENDED DECEMBER 31,
1988 1987 1986
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PER SHARE OPERATING DATA:
<S> <C> <C> <C>
Net asset value, beginning
of period $1.00 $1.00 $1.00
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Income from investment operations:
Net investment income and net
realized gain (loss) .07 .06 .06
Dividends and distributions to
shareholders (.07) (.06) (.06)
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Net asset value, end of period $1.00 $1.00 $1.00
============================
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TOTAL RETURN, AT NET ASSET VALUE(2) 7.14% 6.38% 6.35%
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RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $794 $718 $744
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Average net assets (in millions) $713 $620 $752
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Ratios to average net assets:
Net investment income 6.98% 6.04% 6.12%
Expenses 0.80% 0.86% 0.77%
<FN>
1. The Fund changed its fiscal year end from December 31 to July 31.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends 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. Total returns are not
annualized for periods of less than one full year.
3. Annualized.
</FN>
</TABLE>
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<PAGE>
Investment Objective and Policies
Objective. The Fund seeks the maximum current income that is
consistent with stability of principal.
Investment Policies and Strategies. In seeking its objective, the Fund invests
in short-term money market securities meeting quality standards consistent with
Rule 2a-7 under the Investment Company Act. While those standards are intended
to help the Fund maintain a stable share value, there can be no assurance that
the Fund's net asset value will not vary from $1.00 per share or that the Fund
will achieve its investment objective.
o Money Market Securities in Which the Fund Invests. The
following is a brief description of the types of money market
securities in which the Fund may invest:
o U.S. Government Securities. These include obligations issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities.
These may include direct obligations of the U.S. Treasury, such as Treasury
bills, notes and bonds. Other U.S. Government Securities are supported by the
full faith and credit of the United States, such as pass-through certificates
issued by the Government National Mortgage Association. Others may be supported
by the right of the issuer to borrow from the U.S. Treasury, such as securities
of Federal Home Loan Banks. Others may be supported only by the credit of the
instrumentality, such as obligations of the Federal National Mortgage
Association.
o Bank Obligations and Instruments Secured Thereby. These include time
deposits, certificates of deposit and bankers' acceptances. They must be
obligations of a domestic bank with total assets of at least $1 billion or U.S.
dollar-denominated obligations of a foreign bank with total assets of at least
U.S. $1 billion. The Fund may also invest in instruments secured by these types
of bank obligations, such as separately-issued bank debt which is guaranteed by
the bank. The term "bank" includes commercial banks, savings banks, and savings
and loan associations, which may or may not be members of the Federal Deposit
Insurance Corporation ("FDIC"). The term "foreign bank" includes foreign
branches of U.S. banks ( which may be issuers of "Eurodollar" money market
instruments), U.S. branches and agencies of foreign banks (which may be issuers
of "Yankee dollar" instruments), and foreign branches of foreign banks.
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<PAGE>
o Commercial Paper. Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company. The Fund's purchase of
commercial paper is limited to an issuer's direct obligations that at the time
of the Fund's purchase of them are Eligible Securities (defined below). They
also must be rated by at least one Rating Organization (defined below) in one of
the two highest rating categories for short-term debt securities. They may also
be an issuer's unrated securities judged by the Manager to be comparable to
these other types of rated securities.
o Corporate Obligations. The Fund may invest in corporate debt
obligations, other than commercial paper, that at the time of the Fund's
purchase of the obligations are Eligible Securities that are rated by at least
one Rating Organization in one of the two highest rating categories for
short-term debt securities. They may include comparable unrated securities.
o Other Money Market Obligations. The Fund may invest in money market
obligations other than those listed above if they are subject to repurchase
agreements or guaranteed as to their principal and interest by a domestic bank
having total assets in excess of $500 million or by a corporation whose
commercial paper may be purchased by the Fund.
o Board-Approved Money Market Instruments. These are U.S.
dollar-denominated short-term investments that the Fund's Board of Directors
determines present minimal credit risks and which are of "high quality" as
determined by any Rating Organization. They may also include an instrument that
is not rated, if the Board determines that it is of comparable quality to an
instrument that is an "Eligible Security." This determination is made in light
of the restrictions imposed by Rule 2a-7, described below. Currently,
Board-approved instruments in which the Fund may invest include
dollar-denominated obligations of foreign banks payable in the U.S. or in
London, England, floating or variable rate demand notes, asset-backed
securities, and bank loan participation agreements (subject to restrictions
adopted by the Board). The Board may change its restrictions as to these
investments from time to time.
o Portfolio Quality and Diversification. Under Rule 2a-7 of the
Investment Company Act, the Fund uses the amortized cost method to value its
portfolio securities to determine the Fund's net asset value per share. Rule
2a-7 places restrictions on a money market fund's investments. Under the Rule,
the Fund may purchase only
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<PAGE>
those securities that the Manager, under Board-approved procedures, has
determined have minimal credit risks and are "Eligible Securities."
An "Eligible Security" is one that has been rated in one of the two
highest short-term rating categories by any two "nationally-recognized
statistical rating organizations" (as defined in the Rule) (these are referred
to as "Rating Organizations"), or, if only one Rating Organization has rated
that security, it must have been rated in one of the two highest rating
categories by that Rating Organization. An unrated security that is judged by
the Manager to be of comparable quality to "Eligible Securities" rated by Rating
Organizations may also be an "Eligible Security."
Rule 2a-7 permits the Fund to purchase any number of "First Tier
Securities." These are Eligible Securities rated in the highest rating category
for short-term debt obligations by at least two Rating Organizations, or, if
only one Rating Organization has rated a particular security, by that Rating
Organization. Comparable unrated securities may also be First Tier Securities.
Under Rule 2a-7, the Fund may invest only up to 5% of its assets in "Second Tier
Securities," which are Eligible Securities that are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the Fund may
not invest more than (i) 5% of its total assets in the securities of any one
issuer (other than the U.S. Government, its agencies or instrumentalities) or
(ii) 1% of its total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer. The Fund's Board of Directors must approve or
ratify the purchase of Eligible Securities that are unrated or are rated by only
one Rating Organization. Additionally, under Rule 2a-7, the Fund must maintain a
dollar-weighted average portfolio maturity of no more than 90 days, and the
maturity of any single portfolio investment may not exceed 397 days. The Board
regularly reviews reports from the Manager to show the Manager's compliance with
the Fund's procedures and with the Rule.
Appendix A of the Statement of Additional Information contains
descriptions of the rating categories of Rating Organizations.
Ratings at the time of purchase will determine whether securities
may be acquired under the restrictions described above. Subsequent
downgrades in ratings may require the Manager to reassess the
credit risks presented by a security and may require its sale. The
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rating restrictions described in this Prospectus do not apply to banks in which
the Fund's cash is kept.
o Can the Fund's Investment Objective and Policies Change? The Fund has
an investment objective, 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 polices.
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 Directors may change
non-fundamental policies without shareholder approval, although significant
changes will be described in amendments to this Prospectus.
Other Investment Techniques and Strategies. The Fund may also use the investment
techniques and strategies described below. These techniques involve investment
risks. The Statement of Additional Information contains more information about
some of these practices, including limitations on their use that are designed to
reduce some of the risks.
o Floating Rate/Variable Rate Notes. The Fund may purchase notes with
floating or variable interest rates. Variable rates are adjustable at stated
periodic intervals. Floating rates are adjusted automatically according to a
specified market index for such investments, such as the prime rate of a bank.
If the maturity of these notes is greater than 397 days, they may be purchased
if they have a demand feature permitting the Fund to recover the principal
amount of the note on not more than thirty days' notice at any time, or at
specified times not exceeding 397 days.
o Obligations of Foreign Banks and Foreign Branches of U.S.
Banks. Because the Fund may invest in U.S. dollar-denominated
securities of (1) foreign banks that are payable in the U.S. or in
London, England and (2) foreign branches of U.S. banks, the Fund
may be subject to additional investment risks different from those
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incurred by an investment company that invests only in debt obligations of
domestic branches of U.S. banks. These risks may include future political and
economic developments in the country in which the bank or branch is located,
possible imposition of withholding taxes on interest income payable on the
securities, possible seizure or nationalization of foreign deposits, the
possible establishment of exchange control regulations or the adoption of other
governmental restrictions that might affect the payment of principal and
interest on those securities. Additionally, not all U.S. and state banking laws
and regulations applicable to domestic banks (relating to maintenance of
reserves, loan limits and financial soundness) apply to foreign branches of
domestic banks, and none of those regulations apply to foreign banks.
o Bank Loan Participation Agreements. Subject to the provisions of Rule
2a-7 and the Fund's limitation on "illiquid securities" below, the Fund may
invest in bank loan participation agreements that provide the Fund an undivided
interest in a loan made by the issuing bank in the proportion the Fund's
interest bears to the total principal amount of the loan. The Fund looks to the
creditworthiness of the borrower obligated to make principal and interest
payments on the loan.
o Asset-Backed Securities. The Fund may invest in asset- backed
securities, which are fractional interests in pools of consumer loans and other
trade receivables. They are issued by trusts and special purpose corporations.
They are backed by a pool of assets, such as credit card or auto loan
receivables, which are the obligations of a number of different parties. The
income from the underlying pool is passed through to holders, such as the Fund.
These securities are frequently supported by a credit enhancement, such
as a letter of credit, a guarantee or a preference right. However, the credit
enhancement generally applies to only a fraction of the security's value. The
Fund's investment in those securities is subject to Rule 2a-7, as described
above. A risk of these securities is that the issuer of the security may have no
security interest in the related collateral.
o 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. Repurchase agreements must be fully collateralized. However,
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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 will cause more than 10% of its net assets to be subject to
repurchase agreements maturing in more than 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.
o Illiquid and Restricted Securities. Under the policies and procedures
established by the Fund's Board of Directors, 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.
Other Investment Restrictions. The Fund has other investment
restrictions which are fundamental policies. Under these
fundamental policies, the Fund cannot do any of the following:
o invest more than 5% of its total assets in securities of
any issuer (except the U.S. Government or its agencies or
instrumentalities);
o concentrate investments in any particular industry; therefore the
Fund will not purchase the securities of companies in any one industry if more
than 25% of the value of the Fund's total assets would consist of securities of
companies in that industry; except for obligations of foreign branches of
domestic banks, or obligations issued or guaranteed by foreign banks, the
investments set forth in "U.S. Government Securities" and "Bank Obligations"
under "Investment Objective and Policies" are not included in this limitation;
o make loans, except through the purchase of the types of
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debt securities listed under "Investment Objective and Policies" or through
repurchase agreements; the Fund may also lend securities as described under
"Loans of Portfolio Securities" in the Statement of Additional Information;
o borrow money in excess of 5% of the value of its total assets; the
Fund may borrow only as a temporary measure for extraordinary or emergency
purposes and no assets of the Fund may be pledged, mortgaged or assigned to
secure a debt; and
o invest more than 5% of the value of its total assets in securities of
companies that have operated less than three years, including the operations of
predecessors.
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 "Other Investment Restrictions" in the Statement of
Additional Information.
How the Fund is Managed
Organization and History. The Fund was incorporated in Maryland in
1973. The Fund is a diversified, open-end management investment
company.
The Fund is governed by a Board of Directors, which is responsible for
protecting the interests of shareholders under Maryland law. The Directors meet
periodically throughout the year to oversee the Fund's activities, review its
performance, and review the actions of the Manager. "Directors and Officers of
the Fund" in the Statement of Additional Information names the Directors and
provides more information about them and the officers of the Fund. 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 Director or to take other action
described in the Fund's Articles of Incorporation.
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
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by the Board of Directors, under an Investment Advisory Agreement that states
the Manager's responsibilities. The 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 advisor 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, held in over 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.
o Portfolio Manager. The Manager has designated Carol Wolf
as the Portfolio Manager of the Fund. She has been the person
principally responsible for the day to day management of the Fund's
portfolio since November, 1988. Ms. Wolf is also an officer of
Centennial Asset Management Corporation, an investment advisor
subsidiary of the Manager, and is an officer and portfolio manager
of other Oppenheimer funds.
o 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: 0.45% of the first $500 million of aggregate net assets,
0.425% of the next $500 million, 0.40% of the next $500 million, and 0.375% of
net assets in excess of $1.5 billion. The Fund's management fee for the fiscal
period from January 1, 1996 to July 31, 1996 was 0.44% of the Fund's average
annual net assets.
The Fund pays expenses related to its daily operations, such as
custodian fees, Directors' fees, transfer agency fees, legal and auditing costs.
Those expenses are paid out of the Fund's assets and are not paid directly by
shareholders, but 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.
o The Distributor. The Fund's shares are sold through dealers and
brokers 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 the shares of the other Oppenheimer funds, and is sub-
distributor for funds managed by a subsidiary of the Manager.
o 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 and the other Oppenheimer funds 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 numbers shown below in this Prospectus and on the
back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms
"yield" and "compounded effective yield" to illustrate its
performance. This performance information may be useful to help you see how well
your investment has done and to compare it to other money market funds.
It is important to understand that the Fund's yields represent past
performance and should not be considered to be predictions of future
performance. The Fund's investment performance will vary over time, depending on
market conditions, the composition of the portfolio, and expenses. More detailed
information about how yields 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.
o Yield. The "yield" of the Fund is the income generated by an
investment in the Fund over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that seven
days is assumed to be generated each week over a 52-week period, and is shown as
a percentage of the investment.
o Compounded Effective Yield. The "compounded effective yield" is
calculated similarly, but the annualized income earned by an investment in the
Fund is assumed to be reinvested in additional shares. The "compounded effective
yield" will be slightly higher than the yield because of the effect of the
assumed reinvestment.
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ABOUT YOUR ACCOUNT
How to Buy 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.
o 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.
o Under pension, profit-sharing, 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.
o 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.
o 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, or 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.
o Buying Shares Through Your Dealer. Your dealer will place
your order with the Distributor on your behalf.
o 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
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the shares. However, we recommend that you discuss our investment
first with a financial advisor to be sure it is appropriate for
you.
o Payment by Check. If payment is made by check in U.S.
dollars drawn on a U.S. bank, dividends will begin to accrue on the
next regular business day after the purchase order is accepted by
the Distributor.
o Payment by Federal Funds Wire. Shares may be purchased by
Federal Funds wire. The minimum investment is $2,500. You must
first call the Distributor's Wire Department at 1-800-525-7041 to
notify the Distributor of the wire, and to receive further
instructions.
o Guaranteed Payment. Broker-dealers that have sales agreements with
the Distributor may place purchase orders for shares on a regular business day
with the Distributor before the close of The New York Stock Exchange, 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 order will be
effected that day if the broker-dealer guarantees that the Fund's custodian bank
will receive Federal Funds to pay for the purchase by 2:00 P.M. on the next
regular business day. Dividends will begin to accrue on shares purchased in this
way on the regular business day the Federal Funds are received by the required
time.
o 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, or 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.
o Asset Builder Plans. You may purchase shares of the Fund
(and up to four other Oppenheimer funds) automatically each month
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from your account at a bank or other financial institution under an Asset
Builder Plan with AccountLink. Details are in the Statement of Additional
Information.
o At What Price Are Shares Sold? The Fund's shares may be purchased at
net asset value without sales charge. The net asset value will remain fixed at
$1.00 per share, except under extraordinary circumstances. There can be no
guarantee that the Fund will maintain a stable net asset value of $1.00 per
share.
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. The net asset value 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, unless your dealer uses the "guaranteed payment"
procedure described above, the dealer must receive your order by the close of
The New York Stock Exchange on a regular business day and transmit your order
and payment 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 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 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
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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.
o 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.
o 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.
o 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.
o Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your Fund
account to another Oppenheimer fund account you have already established by
calling the special PhoneLink number. Please refer to "How to Exchange Shares,"
below, for details.
o 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 Oppenheimer fund
account on a regular basis:
o 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 by AccountLink. You
may even set up certain types of withdrawals of up to $1,500 per month by
telephone. You should consult the Statement of Additional Information for more
details.
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<PAGE>
o Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange 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 fund account is $25. These exchanges are subject to the terms of the
exchange privilege, described in "How To Exchange Shares," below.
Reinvestment Privilege. If you redeem some or all of your Fund shares that were
purchased by reinvesting dividends or by exchanging shares from another
Oppenheimer fund account on which you already paid a sales charge, you have up
to 6 months to reinvest all or part of the redemption proceeds in Class A shares
of other Oppenheimer funds without paying a sales charge. 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:
o Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
o 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
o SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment
o Pension and Profit-Sharing Plans for self-employed persons
and other employers
o 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.
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The Fund offers you a number of ways to sell your shares: in writing, by using
the Fund's check writing privilege, by wire 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.
o 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.
o 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):
o You wish to redeem more than $50,000 worth of shares and
receive a check
o A redemption check is not payable to all shareholders
listed on the account statement
o A redemption check is not sent to the address of record on
your statement
o Shares are being transferred to a Fund account with a
different owner or name
o Shares are redeemed by someone other than the owners (such
as an Executor)
o 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,
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<PAGE>
you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that
includes:
o Your name
o The Fund's name
o Your Fund account number (from your account statement) o The dollar
amount or number of shares to be redeemed o Any special payment
instructions o Any share certificates for the shares you are selling, o
The signatures of all registered owners exactly as the
account is registered, and
o 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.
o To redeem shares through a service representative, call
1-800-852-8457
o 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 wired to that bank account.
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<PAGE>
o Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed by
telephone 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.
o Telephone Redemptions Through AccountLink. There are no dollar limits
on telephone redemption proceeds sent to a bank account designated when you
establish AccountLink. Normally the ACH wire 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 wired.
Selling Shares by Wire. You may request that redemption proceeds of $2,500 or
more be wired in Federal Funds to a previously designated account at a
commercial bank that is a member of the Federal Reserve wire system. There is a
$10 fee for each wire. To place a wire redemption request, call the Transfer
Agent at 1-800- 852-8457.
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.
Check Writing. To be able to write checks against your Fund account, you may
request that privilege on your account Application or you can contact the
Transfer Agent for signature cards, which must be signed (with a signature
guarantee) by all owners of the account and returned to the Transfer Agent so
that checks can be sent to you to use. Shareholders with joint accounts can
elect in writing to have checks paid over the signature of one owner.
o Checks can be written to the order of whomever you wish, but may not
be cashed at the Fund's bank or custodian.
o Check writing privileges are not available for accounts holding shares
subject to a contingent deferred sales charge.
o Checks must be written for at least $100.
o Checks cannot be paid if they are written for more than
your account value.
o You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan
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payments within the prior 10 days.
o Don't use your checks if you changed your Fund account
number.
The Fund will charge a $10 fee for any check that is not paid because
(1) the owners of the account told the Fund not to pay the check, or (2) the
check was for more than the account balance, or (3) the check did not have the
proper signatures, or (4) the check was written for less than $100.
How to Exchange Shares
Shares of the Fund may be exchanged for Class A shares of other Oppenheimer
funds. 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, a Class A contingent deferred
sales charge may be deducted from the proceeds. That sales charge will 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 cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate 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. Fund shares purchased by reinvesting dividends or by
exchange of shares from other Oppenheimer fund accounts on which you paid a
sales charge may be exchanged at net asset value per share at the time of
exchange, without sales charge. However, when you exchange other shares of the
Fund for shares of Oppenheimer funds that have a sales charge, you will be
subject to that charge. To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available
for sale in your state of residence
o The prospectuses of this Fund and the fund whose shares you
want to buy must offer the exchange privilege
o 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
o You must meet the minimum purchase requirements for the
fund you purchase by exchange
o Before exchanging into a fund, you should obtain and read
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its prospectus
Shares of a particular class of an Oppenheimer fund may be exchanged
only for shares of the same class in the other Oppenheimer funds. For example,
you can exchange shares of this Fund only for Class A shares of another fund. 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:
o 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."
o 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
exchange in the Statement of Additional Information or by calling a service
representative at 1-800-525-7048. That list can change from time to 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.
There are certain exchange policies you should be aware of:
o 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 disposition of securities at a time
or price disadvantageous to the Fund.
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<PAGE>
o 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.
o 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.
o 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.
Shareholder Account Rules and Policies
o Net Asset Value Per Share of the Fund will normally be maintained at
$1.00, except under extraordinary circumstances (see "Determination of Net Asset
Value Per Share" in the Statement of Additional Information for further
information).
o 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 Directors at any time the Board believes it is in the
Fund's best interest to do so.
o 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.
o 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
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<PAGE>
and should consider placing your order by mail.
o 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.
o 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.
o 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 to
have your bank provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.
o "Backup Withholding" of Federal income tax may be applied at the rate
of 31% from 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.
o 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. The Fund will
charge a $10 transaction fee for sending redemption proceeds by Federal Funds
wire.
o To avoid sending duplicate copies of materials to
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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 and Distributions. The Fund declares dividends from net investment
income and pays those dividends to shareholders monthly as of a date selected by
the Board of Directors. To effect its policy of maintaining a net asset value of
$1.00 per share, under certain circumstances, the Fund may withhold dividends or
make distributions from capital or capital gains. The Fund intends to be as
fully invested as practicable to maximize its yield. Therefore, dividends will
accrue on newly-purchased shares only after the purchase order is accepted by
the Distributor, as described in "How to Buy Shares."
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 dividends and 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. Because the Fund normally holds
its investments to maturity, normally the Fund will not pay any capital gains
distributions.
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:
o 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.
o 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.
o 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.
o Reinvest Your Distributions in Another Oppenheimer Fund
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Account. You can reinvest all distributions in another Oppenheimer
fund 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. Dividends paid
from short-term capital gains and net investment income are taxable as ordinary
income. 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.
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 each taxable distribution you received
in the previous year.
o Taxes on Transactions. Share redemptions, including redemptions for
exchanges, are subject to capital gains tax. A capital gain or loss is the
difference, if any, between the price you paid for the shares and the price you
received when you sold them. Because the Fund's share price will normally remain
fixed at $1.00 per share, it is unlikely under normal circumstances that you
will realize a capital gain or loss on selling your shares (but there can be no
assurance that the Fund's share price will not vary).
o 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 advisor
about the effect of an investment in the Fund on your particular tax situation.
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Oppenheimer Money Market Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
Investment Advisor
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
Citibank, N.A.
399 Park Avenue
New York, New York 10043
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
offer in such state.
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<PAGE>
Oppenheimer Money Market Fund, Inc.
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated November 21, 1996
This Statement of Additional Information of Oppenheimer Money Market
Fund, Inc. is not a Prospectus. This document contains additional information
about the Fund and supplements information in the Prospectus dated November 21,
1996. 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.
Contents
Page
About the Fund
Investment Objective and Policies......................................... 2
Investment Policies and Strategies................................... 2
Other Investment Techniques and Strategies........................... 5
Other Investment Restrictions........................................ 6
How the Fund is Managed .................................................. 7
Organization and History............................................. 7
Directors and Officers of the Fund................................... 7
The Manager and Its Affiliates....................................... 13
Performance of the Fund................................................... 15
About Your Account
How To Buy Shares......................................................... 16
How To Sell Shares....................................................... 19
How To Exchange Shares................................................... 23
Dividends and Taxes...................................................... 24
Additional Information About the Fund.................................... 25
Financial Information About the Fund
Independent Auditors' Report.............................................. 26
Financial Statements...................................................... 27
Appendices
Appendix A: Description of Securities Ratings............................. A-1
Appendix B: Industry Classifications...................................... B-1
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<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. Certain capitalized terms used in this Statement of Additional
Information have the same meaning as those terms have in the Prospectus.
The Fund's objective is to seek the maximum current income that is
consistent with stability of principal. The Fund will not make investments with
the objective of seeking capital growth. However, the value of the securities
held by the Fund may be affected by changes in general interest rates. Because
the current value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increase after a security is purchased, that
security would normally decline in value. Conversely, should interest rates
decrease after a security is purchased, its value would rise. However, those
fluctuations in value will not generally result in realized gains or losses to
the Fund since the Fund does not usually intend to dispose of securities prior
to their maturity. A debt security held to maturity is redeemable by its issuer
at full principal value plus accrued interest. To a limited degree, the Fund may
engage in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain or loss.
o Ratings of Securities. The prospectus describes "Eligible Securities"
in which the Fund may invest and indicates that if a security's rating is
downgraded, the Manager and/or the Board may have to reassess the security's
credit risk. If a security has ceased to be a First Tier Security,
OppenheimerFunds, Inc. (the "Manager") will promptly reassess whether the
security continues to present "minimal credit risk." If the Manager becomes
aware that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating category,
the Fund's Board of Directors shall promptly reassess whether the security
presents minimal credit risk and whether it is in the best interests of the Fund
to dispose of it; but if the Fund disposes of the security within five days of
the Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade. If a security is in default, or ceases to
be an Eligible Security, or is determined no longer to present minimal credit
risks, the Board must determine whether it would be in the best interests of the
Fund to dispose of the security. The Rating Organizations currently designated
as such by the Securities and Exchange Commission are Standard & Poor's
Corporation, Moody's Investors Service, Inc., Fitch Investors Services, Inc.,
Duff and Phelps, Inc., IBCA Limited and its affiliate, IBCA, Inc., and Thomson
BankWatch, Inc. A discussion of the ratings categories of those Rating
Organizations is contained in Appendix A to this Statement of Additional
Information.
o U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and include Treasury Bills
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(which mature within one year of the date they are issued) and Treasury Notes
and Bonds (which are issued with longer maturities). All Treasury securities are
backed by the full faith and credit of the United States. U.S. Government
agencies and instrumentalities that issue or guarantee securities include, but
are not limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration, the Tennessee Valley Authority and the District
of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are supported only by the credit of the
instrumentality and not by the Treasury. If the securities are not backed by the
full faith and credit of the United States, the owner of the securities must
look principally to the agency issuing the obligation for repayment and may not
be able to assert a claim against the United States in the event that the agency
or instrumentality does not meet its commitment.
Among the U.S. Government Securities that may be purchased by the Fund
are "mortgage-backed securities" of Fannie Mae, Government National Mortgage
Association (" Ginnie Mae") and the Federal Home Loan Mortgage Association
("Freddie Mac"). These mortgage-backed securities include "pass-through"
securities and "participation certificates"; both types of securities are
similar, in that they represent pools of mortgages that are assembled by a
vendor who sells interests in the pool. Payments of principal and interest by
individual mortgagors are "passed through" to the holders of the interests in
the pool. Another type of mortgage-backed securities is the "collateralized
mortgage obligation," which is similar to a conventional bond and is secured by
groups of individual mortgages. Timely payment of principal and interest on
Ginnie Mae pass-throughs is guaranteed by the full faith and credit of the
United States. Freddie Mac and Fannie Mae are both instrumentalities of the U.S.
Government, but their obligations are backed by the credit of the
instrumentality, and not by the full faith and credit of the United States.
o Time Deposits. The Fund may invest in fixed time deposits, which are
non-negotiable deposits in a bank for a specified period of time at a stated
interest rate. They may or may not be subject to withdrawal penalties. However,
the Fund's investment in time deposits that are subject to penalties (other than
time deposits maturing in less than 7 days) is subject to the 10% investment
limitation for investing in illiquid securities, set forth in "Investment
Objective and Policies" in the Prospectus.
o Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as a
bank's prime rate, the 91-day U.S. Treasury Bill rate, the rate of return on
commercial paper or bank certificates of deposit, or some other standard. The
rate on the investment is adjusted automatically each time the market rate is
adjusted. The interest rate on a
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variable rate obligation is also based on a stated prevailing market rate but is
adjusted automatically at a specified interval of not less than one year. Some
variable rate or floating rate obligations in which the Fund may invest have a
demand feature entitling the holder to demand payment of an amount approximately
equal to the amortized cost of the instrument or the principal amount of the
instrument plus accrued interest at any time, or at specified intervals not
exceeding one year. These notes may or may not be backed by bank letters of
credit.
Variable rate demand notes may include master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts in a note. The
amount may change daily without penalty, pursuant to direct arrangements between
the Fund, as the note purchaser, and the issuer of the note. The interest rates
on these notes fluctuate from time to time. The issuer of this type of
obligation normally has a corresponding right in its discretion, after a given
period, to prepay the outstanding principal amount of the obligation plus
accrued interest. The issuer must give a specified number of days' notice to the
holders of those obligations. Generally, the changes in the interest rate on
those securities reduce the fluctuation in their market value. As interest rates
decrease or increase, the potential for capital appreciation or depreciation is
less than that for fixed-rate obligations having the same maturity.
Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments generally
will not be traded. Generally, there is no established secondary market for
these types of obligations, although they are redeemable from the issuer at face
value. Accordingly, where these obligations are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem them is
dependent on the ability of the note issuer to pay principal and interest on
demand. These types of obligations usually are not rated by credit rating
agencies. The Fund may invest in obligations that are not rated only if the
Manager determines at the time of investment that the obligations are of
comparable quality to the other obligations in which the Fund may invest. The
Manager, on behalf of the Fund, will monitor the creditworthiness of the issuers
of the floating and variable rate obligations in the Fund's portfolio on an
ongoing basis.
o Insured Bank Obligations. The Federal Deposit Insurance Corporation
("FDIC") insures the deposits of banks and savings and loan associations
(collectively referred to as "banks") up to $100,000 per investor. Within the
limits set forth in the Prospectus, the Fund may purchase bank obligations that
are fully insured as to principal by the FDIC. To remain fully insured as to
principal, these investments must currently be limited to $100,000 per bank. If
the principal amount and accrued interest together exceed $100,000, then the
accrued interest in excess of that $100,000 will not be insured.
o Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth in
"Investment Objective and Policies" in the Prospectus as to investments in
illiquid securities, and to the provisions of Rule 2a-7 of the Investment
Company Act of 1940 ("Investment Company Act"). Participation agreements provide
the Fund an undivided interest in a loan made by the bank issuing the
participation interest in the proportion that the Fund's participation interest
bears to the total principal amount of the loan. Under this type of arrangement,
the issuing bank may have no obligation to the Fund other than to pay
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<PAGE>
principal and interest on the loan if and when received by the bank. Thus, the
Fund must look to the creditworthiness of the borrower, which is obligated to
make payments of principal and interest on the loan. If the borrower fails to
pay scheduled principal or interest payments, the Fund may experience a
reduction in income.
o Asset-Backed Securities. These securities, issued by trusts and special
purpose corporations, are backed by pools of assets, primarily automobile and
credit-card receivables and home equity loans, which pass through the payments
on the underlying obligations to the security holders (less servicing fees paid
to the originator or fees for any credit enhancement). The value of an asset-
backed security is affected by changes in the market's perception of the asset
backing the security, the creditworthiness of the servicing agent for the loan
pool, the originator of the loans, or the financial institution providing any
credit enhancement, and is also affected if any credit enhancement has been
exhausted. Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by the Fund has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment. The risks of investing in asset-backed securities are
ultimately dependent upon payment of consumer loans by the individual borrowers.
As a purchaser of an asset-backed security, the Fund would generally have no
recourse to the entity that originated the loans in the event of default by a
borrower. The underlying loans are subject to prepayments, which shorten the
weighted average life of asset-backed securities and may lower their return, in
the same manner as described above for prepayments of a pool of mortgage loans
underlying mortgage-backed securities. However, asset-backed securities do not
have the benefit of the same security interest in the underlying collateral as
do mortgage-backed securities.
Other Investment Techniques and Strategies
o Repurchase Agreements. In a repurchase transaction, the Fund acquires
a security from, and simultaneously resells it to, an approved vendor for
delivery on an agreed-upon future date. An "approved vendor" may be a U.S.
commercial bank, the U.S. branch of a foreign bank, or a broker-dealer which has
been designated a primary dealer in government securities, which must meet the
credit requirements set forth by the Fund's Board of Directors from time to
time. 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, collateralized by the underlying security. The Fund's
repurchase agreements require that at all times while the repurchase agreement
is in effect, the collateral's value 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.
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<PAGE>
o Loans of Portfolio Securities. To attempt to increase its income, the
Fund may lend its portfolio securities to brokers, dealers and other financial
institutions. The Fund must receive collateral for such loans, which are limited
to no more than 10% of the value of the Fund's total assets and are subject to
other conditions described herein. There are some risks in lending securities.
The Fund could experience a delay in receiving additional collateral to secure a
loan, or a delay in recovering the loaned securities. The Fund presently does
not intend to lend its securities, but if it does, the value of securities
loaned is not expected to exceed 5% of the value of the Fund's total assets.
Under applicable regulatory requirements (which are subject to change),
the loan collateral must, on each business day, at least equal the market value
of the loaned securities and must consist of cash, bank letters of credit, U.S.
Government securities 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 amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund. In a
portfolio securities lending transaction, the Fund receives from the borrower an
amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan as well as the interest on the collateral
securities, less any finders', custodian, administrative or other fees the Fund
pays in connection with the loan. The Fund may share the interest it receives on
the collateral securities with the borrower as long as it realizes at least a
minimum amount of interest required by the lending guidelines established by its
Board of Directors. The Fund will not lend its portfolio securities to any
officer, Director, employee or affiliate of the Fund or its Manager. The terms
of the Fund's loans must meet certain 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.
o Illiquid and Restricted Securities. Illiquid securities in which the
Fund may invest include issues which only may be redeemed by the issuer upon
more than seven days notice or at maturity, repurchase agreements maturing in
more than seven days, fixed time deposits subject to withdrawal penalties which
mature in more than seven days, and other securities that cannot be sold freely
due to legal or contractual restrictions on resale. Contractual restrictions on
the resale of illiquid securities might prevent or delay their sale by the Fund
at a time when such sale would be desirable. Restricted securities that are not
illiquid in which the Fund may invest, include certain master demand notes
redeemable on demand, and short-term corporate debt instruments that are not
related to current transactions of the issuer and therefore are not exempt from
registration as commercial paper.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in the
Prospectus. There are additional investment restrictions that the Fund must
follow that are also fundamental policies. Fundamental policies and the Fund's
investment objective cannot be changed without the vote 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: (1) 67%
or more of the shares present or represented by proxy at a shareholder meeting,
if the holders of more than 50% of the outstanding shares are present, or (2)
more than 50% of the outstanding shares.
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<PAGE>
Under these additional restrictions, the Fund cannot:
(1) invest in commodities or commodity contracts or invest in interests
in oil, gas, or other mineral exploration or mineral development programs;
(2) invest in real estate (however, the Fund may purchase commercial
paper issued by companies which invest in real estate or interests therein);
(3) purchase securities on margin or make short sales of securities;
(4) invest in or hold securities of any issuer if those officers and
directors of the Fund or its advisor who beneficially own individually more than
1/2 of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer;
(5) underwrite securities of other companies; or
(6) invest in securities of other investment companies.
For purposes of the Fund's policy not to concentrate in securities of
issuers as described in "Other Investment Restrictions" in the Prospectus, the
Fund has adopted the industry classifications set forth in Appendix B to this
Statement of Additional Information. This is not a fundamental policy.
How the Fund is Managed
Organization and History. As a Maryland corporation, 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 Directors
or upon proper request of the shareholders. The Directors will call a meeting of
shareholders to vote on the removal of a Director upon the written request of
the record holders of 10% of its outstanding shares. In addition, if the
Directors 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 Director, the Directors 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
Directors may take such other action as set forth under Section 16(c) of the
Investment Company Act.
Directors and Officers of the Fund. The Fund's Directors and officers and their
principal occupations and business affiliations during the past five years are
listed below. The address of each Director and officer is Two World Trade
Center, New York, New York 10048-0203, unless another address is listed below.
All of the Directors are also trustees or directors of Oppenheimer Asset
Allocation Fund, Oppenheimer California Municipal 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,
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Oppenheimer Growth Fund, Oppenheimer Fund, Oppenheimer International Growth
Fund, Oppenheimer World Bond Fund, Oppenheimer Multi-Sector Income Trust,
Oppenheimer Multi- State Municipal Trust, Oppenheimer New York Municipal Fund,
Oppenheimer Series Funds, Inc., Oppenheimer Target Fund, Oppenheimer Municipal
Bond Fund and Oppenheimer U. S. Government Trust, (the "New York-based
Oppenheimer funds"). Ms. Macaskill and Messrs. Spiro, Bishop, Bowen, Donohue,
Farrar and Zack, who are officers of the Fund, respectively hold the same
offices with the other New York-based Oppenheimer funds as with the Fund. As of
November 1, 1996, the Directors and officers of the Fund as a group owned less
than 1% of the outstanding shares of the Fund. That statement does not include
ownership of shares held of record by an employee benefit plan for employees of
the Manager (two of the officers of the Fund listed below, Ms. Macaskill and Mr.
Donohue, are trustees of the plan), other than the shares beneficially owned
under that plan by the officers of the Fund listed below.
Leon Levy, Chairman of the Board of Directors; Age: 71
31 West 52nd Street, New York, New York 10019
General Partner of Odyssey Partners, L.P. (investment partnership)
and Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Director;* Age: 63
Vice Chairman of the Manager and formerly 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 director of the Manager and the
OppenheimerFunds Distributor, Inc. (the "Distributor"); Vice President
and a director of HarbourView Asset Management Corporation
("HarbourView") and Centennial Asset Management Corporation
("Centennial"), investment advisor 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, Director; Age: 73
591 Breezy Hill Road, Hillsdale, New York 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.
Elizabeth B. Moynihan, Director; Age: 67
801 Pennsylvania Avenue, N.W., Washington, DC 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, Director; Age: 69
6 Whittaker's Mill, Williamsburg, Virginia 23185
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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), and Fidelity
Life Association (mutual life insurance company);formerly President and
Chief Executive Officer of The Conference Board, Inc. (international
and economic and business research) and a director of Lumbermens Mutual
Casualty Company, American Motorists Insurance Company and American
Manufacturers Insurance Company.
Edward V. Regan, Director; 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 Economics Institute Bard College; a member
of the U.S. Competitiveness Policy Council; a director of GranCare,
Inc. (healthcare provider); formerly New York State Comptroller and a
trustee of the New York State and Local Retirement Fund.
Russell S. Reynolds, Jr., Director; Age: 64
200 Park Avenue, New York, New York 10166
Founder Chairman of Russell Reynolds Associates, Inc. (executive
recruiting); Chairman of Directorship, Inc. (consulting and
publishing); a director of XYAN Inc. (printing), Professional Staff
Limited and American Scientific Resources Inc.; a trustee of Mystic
Seaport Museum, International House, Greenwich Hospital and Greenwich
Historical Society.
Sidney M. Robbins, Director; Age: 84
50 Overlook Road, Ossining, New York 10562
Chase Manhattan Professor Emeritus of Financial Institutions, Graduate
School of Business, Columbia University; Visiting Professor of Finance,
University of Hawaii; Emeritus Founding Director of The Korea Fund,
Inc. (closed-end investment company); a member of the Board of
Advisors, Olympus Private Placement Fund, L.P.; Professor Emeritus of
Finance, Adelphi University.
Donald W. Spiro, Vice Chairman and Director;* Age: 70
Chairman Emeritus and a director of the Manager; formerly Chairman of
the Manager and the Distributor.
Pauline Trigere, Director; 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).
Clayton K. Yeutter, Director; Age: 65
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel to 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
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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) Counselor 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.
Bridget A. Macaskill, President; 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.("Partnership Holdings"), a holding company subsidiary of the
Manager; a director of Oppenheimer Real Asset Management Inc. ("Real
Asset"); a trustee of other Oppenheimer funds; formerly an Executive
Vice President of the Manager.
Carol E. Wolf, Vice President and Portfolio Manager; Age: 44
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; an officer of other
Oppenheimer funds.
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
Partnerships Holding; President and a director of Real Asset; General
Counsel of OAC; Executive Vice President, Chief Legal Officer and a
director of MultiSource Services Inc. (a broker-dealer)
("Multisource"); an officer of other Oppenheimer funds; formerly Senior
Vice President and Associate General Counsel of the Manager and the
Distributor, a 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 advisor), and a
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, Secretary and Treasurer of SSI; Vice President,
Treasurer and Secretary of SFSI; Treasurer of OAC; Vice President and
Treasurer of Real Asset; Chief Executive Officer, Treasurer and a
director of MultiSource; an officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
-10-
<PAGE>
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,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co.,(a bank), and previously a Senior Fund
Accountant for State Street Bank & Trust Company.
- ---------------------
* A Director who is an "interested person" of the Fund as defined in the
Investment Company Act.
o Remuneration of Directors. The officers of the Fund are affiliated
with the Manager. They and the Directors of the Fund who are affiliated with the
Manager (Messrs. Galli and Spiro) receive no salary or fee from the Fund. The
remaining directors of the Fund received the compensation shown below from the
Fund, during its fiscal period of January 1, 1996 to July 31, 1996, and from all
of the New York-based Oppenheimer funds (including the Fund) for which they
served as Trustee or Director. Compensation is paid for services in the
positions listed below their names:
<TABLE>
<CAPTION>
Aggregate Retirement Benefits Total Compensation
Name and Position Compensation Accrued as Part From All New York-
From the Fund of Fund Expenses based Oppenheimer
funds (1)
<S> <C> <C> <C>
Leon Levy $5,595 $13,812 $141,000
Chairman and
Director
Benjamin Lipstein $3,420 $8,444 $86,200
Study Committee
Chairman, Audit
Committee member
and Director
-11-
<PAGE>
Elizabeth B. Moynihan $3,420 $8,444 $86,200
Study Committee
Member and Director
Kenneth A. Randall $3,111 $7,680 $78,400
Audit Committee
Chairman and Director
Edward V. Regan $2,730 $6,740 $68,800
Proxy Committee
Chairman2 and
Audit Committee
Member and Director
Russell S. Reynolds, Jr. $2,067 $5,104 $52,100
Proxy Committee Member2
and Director
Sidney M. Robbins $4,845 $11,961 $122,100
Study Committee
Advisory Member, Audit
Committee Advisory
Member and Director
Pauline Trigere $2,067 $5,104 $52,100
Director
Clayton K. Yeutter $2,067 $5,104 $52,100
Proxy Committee Member2
and Director
- ----------------------
<FN>
(1) For the 1995 calendar year (prior to the inception of the Proxy Committee)
during which the New York based Oppenheimer funds listed in the first paragraph
of this section included Oppenheimer Mortgage Income Fund and Oppenheimer Time
Fund ( which ceased operations following the acquisition of their assets by
certain other Oppenheimer funds) but excluded Oppenheimer International Growth
Fund which had not yet commenced operations.
(2) Committee position held during a portion of the period shown. The Study and
Audit Committees meet for all of the New York-based Oppenheimer funds and the
fees are allocated among the funds by the Board.
</FN>
</TABLE>
The Fund has adopted a retirement plan that provides for payment to a retired
Director of up to 80% of the average compensation paid during that Director's
five years of service in which the highest compensation was received. A Director
must serve in that capacity for any of the New York-based OppenheimerFunds for
at least 15 years to be eligible for the maximum payment. Because each
Director's retirement benefits will depend on the amount of the Director's
future compensation and
-12-
<PAGE>
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. No payments have been made by the
Fund as of July 31, 1996.
o Major Shareholders. As of November 1, 1996, no person owned of
record or was known by the Fund to own beneficially 5% or more of the Fund's
outstanding shares.
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
two of whom (Messrs. Galli and Spiro) serve as Directors of the
Fund.
o The Investment Advisory Agreement. The Investment Advisory Agreement
between the Manager and the Fund 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 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 Investment
Advisory Agreement or by the Distributor under the General Distributor's
Agreement are paid by the Fund. The Investment Advisory Agreement lists examples
of expenses paid by the Fund. The major categories relate to interest, taxes,
fees to certain Directors, legal and audit expenses, custodian and transfer
agent expenses, share issuance costs, certain printing and registration costs
and non-recurring expenses, including litigation costs.
Under the Investment Advisory Agreement, the Manager guarantees that
the total expenses of the Fund in any calendar year, exclusive of taxes,
interest and any brokerage fees, shall not exceed, and the Manager undertakes to
pay or refund to the Fund any amount by which such expenses shall exceed, the
lesser of (a) 1% of the average annual net assets of the Fund, or (b) 25% of the
total annual investment income of the Fund. The payment of the management fee at
the end of any month will be reduced so that at no time will there be any
accrued but unpaid liability under this expense limitation. During the fiscal
years ended December 31, 1994 and 1995 and the fiscal period of January 1, 1996
to July 31, 1996 the Fund paid management fees of $3,540,849, $3,759,621 and
$2,296,019, respectively, to the Manager pursuant to the Investment Advisory
Agreement.
The Investment Advisory Agreement provides that the Manager is not
liable for any loss sustained by reason of the adoption of any investment policy
or the purchase, sale or retention of any security on its recommendation,
whether or not such recommendation shall have been based on its own
investigation and research or upon investigation and research by any other
individual, firm or corporation, if such recommendation was made, and such other
individual, firm or corporation was selected with due care and in good faith.
However, the Manager is not excused from liability for its
-13-
<PAGE>
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or its reckless disregard of its obligations and duties under the
Investment Advisory Agreement. The Investment Advisory Agreement permits the
Manager to act as investment advisor 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 advisor or general distributor. If the
Manager shall no longer act as investment advisor to the Fund, the right of the
Fund to use the name "Oppenheimer" as part of its name may be withdrawn.
o 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 shares but is not obligated to sell a specific
number of shares. Expenses normally attributable to sales, including advertising
and the cost of printing and mailing prospectuses, other than those furnished to
existing shareholders, are borne by the Distributor.
o 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.
o Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall authority of
the Board of Directors. As most purchases made by the Fund are principal
transactions at net prices, the Fund incurs little or no brokerage costs. The
Fund deals directly with the selling or purchasing principal or market maker
without incurring charges for the services of a broker on its behalf unless it
is determined that a better price or execution may be obtained by using the
services of a broker. Purchases of portfolio 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 prices.
The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If dealers are used for portfolio transactions,
transactions may be directed to dealers for their execution and research
services. 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 in commission dollars.
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 enabling the Manager to
obtain market information for the valuation of securities held in the Fund's
portfolio or being considered for purchase.
-14-
<PAGE>
Sales of shares of the Fund and/or the other investment companies
managed by the Manager or distributed by the Distributor may, subject to
applicable rules covering the Distributor's activities in this area, also be
considered as a factor in the direction of transactions to dealers, but only in
conformity with the price, execution and other considerations and practices
discussed above. Those other investment companies may also give similar
consideration relating to the sale of the Fund's shares. No portfolio
transactions will be handled by any securities dealer affiliated with the
Manager. The Fund's policy of investing in short-term debt securities with
maturity of less than one year results in high portfolio turnover and may
increase the Fund's transaction costs. However, since brokerage commissions, if
any, are small, high turnover does not have an appreciable adverse effect upon
the income of the Fund.
Performance of the Fund
o Yield. The Fund's current yield is determined in accordance with
regulations adopted under the Investment Company Act. Yield is calculated for a
seven-day period of time as follows. First, a base period return is calculated
for the seven-day period by determining the net change in the value of a
hypothetical pre-existing account having one share at the beginning of the
seven-day period. The change includes dividends declared on the original share
and dividends declared on any shares purchased with dividends on that share, but
such dividends are adjusted to exclude any realized or unrealized capital gains
or losses affecting the dividends declared. Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth of one
percent. The compounded effective yield for a seven-day period is calculated by
(a) adding 1 to the base period return (obtained as described above), (b)
raising the sum to a power equal to 365 divided by 7, and (c) subtracting 1 from
the result. The Fund's "current yield" for the seven days ended July 31, 1996 ,
was 4.62% and its "compounded effective yield" was 4.73%.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Fund's portfolio securities which may affect
dividends, the return on dividends declared during a period may not be the same
on an annualized basis as the yield for that period.
o Other Performance Comparisons. Yield information may be useful to
investors in reviewing the Fund's performance. The Fund may make comparisons
between its yield and that of other investments, by citing various indices such
as The Bank Rate Monitor National Index (provided by Bank Rate Monitor(TM))
which measures the average rate paid on bank money market accounts, NOW accounts
and certificates of deposits by the 100 largest banks and thrifts in the top ten
metro areas. However, a number of factors should be considered before using
yield information as a basis for comparison with other investments. An
investment in the Fund is not insured. Its yield is not guaranteed and normally
will fluctuate on a daily basis. The yield for any given past period is not an
indication or representation by the Fund of future yields or rates of return on
its shares. The Fund's yield is affected by portfolio quality, portfolio
maturity, type of instruments held and operating expenses. When comparing the
Fund's yield with that of other investments, investors
-15-
<PAGE>
should understand that certain other investment alternatives such as
certificates of deposit, U.S. government securities, money market instruments or
bank accounts may provide fixed yields or may vary above a stated minimum, and
may be insured or guaranteed.
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.
From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or the 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 investor/shareholder
services by third parties may compare the services of the Oppenheimer funds to
those of other mutual fund families selected by the rating or ranking services
and may be based on the opinions of the rating or ranking service itself, based
on its research or judgment, or based on surveys of investors, brokers,
shareholders or others.
About Your Account
How to Buy Shares
Determination of Net Asset Value Per Share. The net asset value per share of the
Fund is 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 by the total number of shares 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 announcement (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's Board of Directors has established procedures for the
valuation of the Fund's securities, generally as follows: (i) long-term debt
securities having a remaining maturity in excess of 60 days are valued based on
the mean between the "bid" and "ask" prices determined by a portfolio pricing
service approved by the Fund's Board of Directors or obtained by the Manager
from two active market makers in the security on the basis of reasonable
inquiry; (ii) 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 the "bid" and "ask" prices determined by a pricing service
approved by the Fund's Board of Directors or obtained by the Manager from two
active market makers in the security on the basis of reasonable inquiry; (iii)
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 (iv)
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
(i) and (ii) above), the security may be priced at the mean between
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<PAGE>
the "bid" and "ask" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "ask" price is available).
In the case of U.S. Government Securities and mortgage-backed
securities, where 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
Directors to price U.S. Government Securities 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.
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 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.
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 the
Fund to use those accounts for monthly automatic purchases of shares of up to
four other Oppenheimer funds. If you make payments from your bank account to
purchase shares of the Fund, your bank account will be automatically debited
normally four to five business days prior to the investment dates selected in
the Account Application. Neither the Distributor, the Transfer Agent nor the
Fund shall be responsible for any delays in purchasing shares resulting from
delays in ACH transmission.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds. 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.
o The Oppenheimer Funds. The Oppenheimer funds are those mutual funds
for which theDistributor acts as the distributor or the sub-Distributor and
include the following:
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<PAGE>
Bond Fund Series - Oppenheimer Bond Fund for Growth
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Municipal Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest Value Fund Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Series Fund, Inc.
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Income Fund
Oppenheimer Target Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Rochester Fund Municipals*
Rochester Portfolio Series - Limited Term New York Municipal Fund*
The New York Tax-Exempt Income Fund, Inc.
the following "Money Market Funds":
Centennial Money Market Trust
Centennial Government Trust
Centennial America Fund, L.P.
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<PAGE>
Centennial California Tax Exempt Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
- ----------------------------------------------------
*Shares of the Fund are not presently exchangeable for shares of these funds.
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.
Check Writing. When a check is presented to the Bank for clearance, the Bank
will ask the Fund to redeem a sufficient number of full and fractional shares in
the shareholder's account to cover the amount of the check. This enables the
shareholder to continue receiving dividends on those shares until the check is
presented to the Fund. Checks may not be presented for payment at the offices of
the Bank or the Fund's Custodian. This limitation does not affect the use of
checks for the payment of bills or to obtain cash at other banks. The Fund
reserves the right to amend, suspend or discontinue offering check writing
privileges at any time without prior notice.
By choosing the Check Writing privilege, whether you do so by signing
the Account Application or by completing a Check Writing card, the individuals
signing (1) represent that they are either the registered owner(s) of the shares
of the Fund, or are an officer, general partner, trustee or other fiduciary or
agent, as applicable, duly authorized to act on behalf of such registered
owner(s); (2) authorize the Fund, its Transfer Agent and any bank through which
the Fund's drafts ("checks") are payable (the "Bank"), to pay all checks drawn
on the Fund account of such person(s) and to effect a redemption of sufficient
shares in that account to cover payment of such checks; (3) specifically
acknowledge(s) that if you choose to permit a single signature on checks drawn
against joint accounts, or accounts for corporations, partnerships, trusts or
other entities, the signature of any one signatory on a check will be sufficient
to authorize payment of that check and redemption from an account even if that
account is registered in the names of more than one person or even if more than
one authorized signature appears on the Check Writing card or the Application,
as applicable; and (4) understand(s) that the Check Writing privilege may be
terminated or amended at any time by the Fund and/or the Bank and neither shall
incur any liability for such amendment or termination or for effecting
redemptions to pay checks reasonably believed to be genuine, or for returning or
not paying checks which have not been accepted for any reason.
Selling Shares by Wire. The wire of redemptions proceeds may be delayed if the
Fund's custodian bank is not open for business on a day when the Fund would
normally authorize the wire to be made, which is usually the Fund's next regular
business day following the redemption. In those circumstances, the wire will not
be transmitted until the next bank business day on which the Fund is open for
business. No dividends will be paid on the proceeds of redeemed shares awaiting
transfer
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<PAGE>
by wire.
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 "Director,
OppenheimerFunds 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) in OppenheimerFunds-sponsored pension or profit-sharing plans may not
directly request redemption of their accounts. 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 Director 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 shareholders 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 on some days) and if 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 owner(s)
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
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<PAGE>
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. Shares are
normally redeemed pursuant to an Automatic Withdrawal Plan three business days
before the date you select in the Account Application. If a contingent deferred
sales charge applies to the redemption, the amount of the check or payment will
be reduced accordingly. 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.
By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans as stated below as
well as in 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.
o 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.
o 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.
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. The Transfer
Agent and the Fund shall incur no 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.
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<PAGE>
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
AccountLink 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 shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of 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.
-22-
<PAGE>
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. All of the other Oppenheimer funds offer
Class A, B and C shares except Centennial Money Market Trust, Centennial Tax
Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust,
Centennial America Fund, L.P. and Daily Cash Accumulation Fund, Inc., which only
offers Class A shares, and Oppenheimer Main Street California Tax-Exempt Fund,
which only offers Class A and Class B shares. A current list of funds showing
which funds offer which classes may 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).
Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds (other than 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. 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 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. 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.
For accounts established on or before March 8, 1996 holding Class M
shares of Oppenheimer Bond Fund for Growth, Class M shares can be exchanged only
for Class A shares of other Oppenheimer funds, including Rochester Fund
Municipals and Limited Term New York Municipal Fund. Class A shares of Rochester
Fund Municipals or Limited Term New York Municipal Fund acquired on the exchange
of Class M shares of Oppenheimer Bond Fund for Growth may be exchanged for Class
M shares of that fund. For accounts of Oppenheimer Bond Fund for Growth
established after March 8, 1996, Class M shares may be exchanged for Class A
shares of other Oppenheimer funds except Rochester Fund Municipals and Limited
Term New York Municipals. Exchanges to Class M shares of Oppenheimer Bond Fund
for Growth are permitted from Class A shares of Oppenheimer Money Market Fund,
Inc. or Oppenheimer Cash Reserves that were acquired
-23-
<PAGE>
by exchange from Class M shares. Otherwise no exchanges of any class of any
Oppenheimer fund into Class M shares are permitted.
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. 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 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." 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
-24-
<PAGE>
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
Directors 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.
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 the Fund as promptly as
possible after the return of such checks to the Transfer Agent, in order 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 above under "The Oppenheimer
Funds," at net asset value without sales charge. To elect this option, a
shareholder must notify the Transfer Agent in writing and must 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. Citibank, N.A. is the Custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. The Manager has represented to the Fund that the Manager's banking
relationships with 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. Those 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.
-25-
<PAGE>
Independent Auditors' Report
================================================================================
The Board of Directors and Shareholders of Oppenheimer Money Market Fund, Inc.:
We have audited the accompanying statements of investments and assets and
liabilities of Oppenheimer Money Market Fund, Inc. as of July 31, 1996, and the
statements of operations for the seven month period then ended and the year
ended December 31, 1995, the statements of changes in net assets for the seven
month period ended July 31, 1996 and the years ended December 31, 1995 and 1994,
and the financial highlights for the seven month period ended July 31, 1996 and
each of the years in the five year period ended December 31, 1995. 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 July
31, 1996, by correspondence with the custodian. 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 Money Market Fund, Inc. as of July 31, 1996, the results
of its operations for the seven month period then ended and the year ended
December 31, 1995, the changes in its net assets for the seven month period
ended July 31, 1996 and the years ended December 31, 1995 and 1994, and the
financial highlights for the seven month period ended July 31, 1996 and each of
the years in the five year period ended December 31, 1995, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
August 21, 1996
<PAGE>
Statement of Investments July 31, 1996
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
====================================================================================================================================
<S> <C> <C>
Certificates of Deposit--1.8%
- ------------------------------------------------------------------------------------------------------------------------------------
FCC National Bank, 5.47%, 10/7/96 $ 5,000,000 $ 5,000,000
-------------------------------------------------------------------------------------------------------------
First National Bank of Boston:
5.38%, 8/1/96 5,000,000 5,000,000
5.708%, 10/30/96(1) 5,000,000 5,000,000
-------------------------------------------------------------------------------------------------------------
Huntington National Bank, 5.09%, 8/21/96 5,000,000 5,000,000
-----------
Total Certificates of Deposit (Cost $20,000,000)
20,000,000
====================================================================================================================================
Direct Bank Obligations--4.6%
- ------------------------------------------------------------------------------------------------------------------------------------
ABN Amro Bank North America Finance, Inc., 4.93%, 8/5/96 5,000,000 4,997,261
-------------------------------------------------------------------------------------------------------------
Dresdner U.S. Finance, Inc., 4.97%, 8/26/96 10,000,000 9,965,521
-------------------------------------------------------------------------------------------------------------
FCC National Bank, 5.36%, 12/27/96(1) 5,000,000 4,998,893
-------------------------------------------------------------------------------------------------------------
National Westminster Bank of Canada:
4.94%, 8/15/96 7,000,000 6,986,566
5.48%, 10/15/96 4,000,000 3,954,333
-------------------------------------------------------------------------------------------------------------
Societe Generale North America, Inc.:
4.89%, 8/8/96 10,000,000 9,990,492
4.95%, 8/22/96 10,000,000 9,971,154
----------
Total Direct Bank Obligations (Cost $50,864,220) 50,864,220
====================================================================================================================================
Letters of Credit--3.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Bradesco S.A.-Grand Cayman Branch, 5.45%, 10/15/96 5,000,000 4,943,229
Petroleo Brasileiro, S.A.-Petrobras, 5.32%, 8/19/96 4,700,000 4,687,498
-------------------------------------------------------------------------------------------------------------
Credit Suisse, guaranteeing commercial paper of:
Daewoo International Corp., 5.05%, 8/29/96 5,000,000 4,980,361
Cemex, S.A. de C.V.-Series A, 5.35%, 8/20/96 15,000,000 14,957,646
-------------------------------------------------------------------------------------------------------------
Societe Generale, guaranteeing commercial paper of
Nacionale Financiera, SNC:
Series A, 5.30%, 8/28/96 5,000,000 4,980,125
Series B, 5.44%, 9/3/96 5,000,000 4,975,067
-----------
Total Letters of Credit (Cost $39,523,926) 39,523,926
====================================================================================================================================
Short-Term Notes--88.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Banks--1.3% Chemical Banking Corp., 4.93%, 8/15/96 10,000,000 9,980,828
-------------------------------------------------------------------------------------------------------------
CoreStates Capital Corp., 5.44%, 10/25/96(1) 5,000,000 5,000,000
-----------
14,980,828
- ------------------------------------------------------------------------------------------------------------------------------------
Beverages--3.6% Coca-Cola Enterprises, Inc.:
5.34%, 8/8/96(2) 15,000,000 14,984,425
5.45%, 9/4/96(2) 5,000,000 4,974,264
5.43%, 8/26/96(2) 5,250,000 5,230,203
5.43%, 9/9/96(2) 10,000,000 9,941,175
5.49%, 10/9/96(2) 5,000,000 4,947,387
-----------
40,077,454
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealers--7.3% Dean Witter, Discover & Co.:
5.70%, 11/15/96(1) 10,000,000 10,005,043
5.77%, 1/15/97(1) 8,000,000 8,008,623
5 Oppenheimer Money Market Fund, Inc.
<PAGE>
Statement of Investments (Continued)
Face Value
Amount See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Broker/Dealers Merrill Lynch & Co., Inc.:
(continued) 4.95%, 8/28/96 $ 5,000,000 $ 4,981,437
5.45%, 9/19/96(1) 5,000,000 5,000,000
5.45%, 9/9/96 5,000,000 4,970,479
5.48%, 10/10/96 5,000,000 4,946,722
-------------------------------------------------------------------------------------------------------------
Morgan Stanley Group, Inc.:
5.27%, 9/30/96(1) 35,000,000 35,000,000
5.71%, 9/16/96(1) 7,000,000 7,000,000
-----------
79,912,304
- ------------------------------------------------------------------------------------------------------------------------------------
Building Materials--0.5%
Compagnie de Saint Gobain, 4.98%, 8/29/96 5,000,000 4,980,653
- ------------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--14.6%
CIT Group Holdings, Inc.:
5.30%, 11/18/96(1) 5,000,000 4,998,519
5.32%, 8/2/96 10,000,000 9,998,522
5.35%, 5/1/97(1) 5,000,000 4,995,727
5.619%, 8/14/96(1) 10,000,000 10,000,000
-------------------------------------------------------------------------------------------------------------
Countrywide Home Loan:
5.32%, 8/12/96 5,000,000 4,991,872
5.38%, 9/6/96 19,200,000 19,096,704
5.45%, 8/5/96 10,000,000 9,993,944
5.41%, 9/18/96 10,000,000 9,927,867
-------------------------------------------------------------------------------------------------------------
FINOVA Capital Corp.:
5.43%, 8/23/96 5,000,000 4,983,408
5.45%, 9/19/96 10,000,000 9,925,819
5.50%, 8/1/96 5,000,000 5,000,000
5.50%, 9/16/96 4,000,000 3,971,889
5.50%, 9/9/96 5,000,000 4,970,208
5.53%, 10/4/96 5,000,000 4,950,844
5.49%, 9/18/96 8,000,000 7,941,440
-------------------------------------------------------------------------------------------------------------
Heller Financial, Inc.:
5.46%, 9/9/96 5,000,000 4,970,425
5.48%, 8/15/96 5,000,000 4,989,344
5.49%, 10/2/96 5,000,000 4,952,725
5.50%, 10/7/96(1) 5,000,000 5,000,000
5.51%, 8/28/96(1) 10,000,000 10,000,000
5.53%, 10/4/96(1) 5,000,000 4,999,486
5.55%, 6/2/97(1) 5,000,000 4,998,699
5.66%, 1/15/97(1) 5,000,000 5,003,092
-----------
160,660,534
- ------------------------------------------------------------------------------------------------------------------------------------
Computer Software--2.3% First Data Corp.:
5.38%, 9/3/96 5,000,000 4,975,342
5.45%, 9/10/96 7,000,000 6,957,611
5.47%, 9/20/96 14,000,000 13,893,639
-----------
25,826,592
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer Finance--1.8%
American Express Credit Corp., 4.92%, 8/23/96 10,000,000 9,969,933
-------------------------------------------------------------------------------------------------------------
Sears Roebuck Acceptance Corp., 5.40%, 9/17/96 10,000,000 9,929,500
-----------
19,899,433
6 Oppenheimer Money Market Fund, Inc.
<PAGE>
Face Value
Amount See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
Diversified Financial--8.6%
Associates Corp. of North America, 5.70%, 8/1/96 $ 36,360,000 $ 36,360,000
-------------------------------------------------------------------------------------------------------------
Ford Motor Credit Co., 5.35%, 10/3/96 5,000,000 4,953,187
-------------------------------------------------------------------------------------------------------------
General Electric Capital Corp.:
4.94%, 8/19/96 5,000,000 4,987,650
4.94%, 8/21/96 10,000,000 9,972,556
5.36%, 10/4/96 5,000,000 4,952,356
-------------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp.:
5.39%, 10/2/96 5,000,000 4,953,586
5.42%, 11/8/96 6,500,000 6,403,118
5.76%, 8/19/96(1) 5,000,000 4,999,986
-------------------------------------------------------------------------------------------------------------
Household Finance Corp.:
5.28%, 8/19/96 5,000,000 4,986,800
5.39%, 8/7/96 7,500,000 7,500,000
5.39%, 9/27/96(1) 5,000,000 4,999,908
-----------
95,069,147
- ------------------------------------------------------------------------------------------------------------------------------------
Drug Wholesalers--0.7%
Sandoz Corp., 5.38%, 9/17/96(2) 8,000,000 7,943,809
- ------------------------------------------------------------------------------------------------------------------------------------
Electric Utilities--0.5%
Vattenfall Treasury, Inc., 5.35%, 10/16/96 5,000,000 4,943,528
- ------------------------------------------------------------------------------------------------------------------------------------
Electronics--2.7% ITT Industries, Inc.:
5.42%, 8/14/96(2) 5,000,000 4,990,214
5.45%, 9/20/96(2) 5,000,000 4,962,153
5.47%, 8/19/96(2) 9,300,000 9,274,565
-------------------------------------------------------------------------------------------------------------
Mitsubishi Electric Finance America, Inc., 5.30%, 8/21/96(2) 10,000,000 9,970,556
-----------
29,197,488
- ------------------------------------------------------------------------------------------------------------------------------------
Energy Services & Union Pacific Resources Group Inc., 5.45%, 9/19/96(2) 15,000,000 14,888,729
Producers--1.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Entertainment/Film--0.5%
Walt Disney Co., 5.26%, 10/23/96 5,000,000 4,939,364
- ------------------------------------------------------------------------------------------------------------------------------------
Environmental--1.7% WMX Technologies, Inc.:
4.91%, 11/8/96(2) 5,600,000 5,524,386
5.10%, 8/16/96(2) 5,000,000 4,989,375
5.32%, 9/10/96(2) 8,000,000 7,952,711
-----------
18,466,472
- ------------------------------------------------------------------------------------------------------------------------------------
Healthcare/Supplies & Sherwood Medical Co., guaranteed by
Services--0.5% American Home Products, 5.41%, 8/21/96(2) 6,000,000 5,981,967
- ------------------------------------------------------------------------------------------------------------------------------------
Insurance--6.1% General American Life, 5.66%, 8/8/96(1)(2) 20,000,000 20,000,000
-------------------------------------------------------------------------------------------------------------
Jackson National Life Insurance Co.:
5.49%, 8/1/96(1)(2) 5,000,000 5,000,000
5.52%, 8/1/96(1)(2) 30,000,000 30,000,000
-------------------------------------------------------------------------------------------------------------
TransAmerica Life Insurance & Annuity Co.:
5.38%, 9/16/96 5,000,000 4,965,628
5.606%, 8/1/96(1)(2) 7,000,000 7,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
Leasing & Factoring--4.0% CSW Credit, Inc.:
5.37%, 9/16/96 16,200,000 16,088,841
5.42%, 8/28/96 4,800,000 4,780,488
5.42%, 8/7/96 12,800,000 12,788,437
-------------------------------------------------------------------------------------------------------------
Hertz Corp. (The), 5.33%, 8/19/96 10,000,000 9,973,350
-----------
43,631,116
7 Oppenheimer Money Market Fund, Inc.
<PAGE>
Statement of Investments (Continued)
Face Value
Amount See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
Manufacturing--2.4% Rexam PLC:
5.35%, 8/21/96(2) $ 5,000,000 $ 4,985,139
5.42%, 8/23/96(2) 11,768,000 11,729,022
5.43%, 9/9/96(2) 9,700,000 9,642,940
------------
26,357,101
- ------------------------------------------------------------------------------------------------------------------------------------
Metals/Mining--1.2% English China Clays PLC:
5.40%, 8/19/96(2) 1,200,000 1,196,760
5.42%, 9/16/96(2) 7,452,000 7,400,391
5.45%, 9/9/96(2) 5,000,000 4,970,479
------------
13,567,630
- ------------------------------------------------------------------------------------------------------------------------------------
Nondurable Avon Capital Corp.:
Household Goods--0.8% 5.38%, 8/22/96(2) 4,250,000 4,236,662
5.50%, 9/12/96(2) 5,000,000 4,967,917
------------
9,204,579
- ------------------------------------------------------------------------------------------------------------------------------------
Savings & Loans--0.4%
Great Western Bank FSB, 5.35%, 8/21/96 5,000,000 4,985,139
- ------------------------------------------------------------------------------------------------------------------------------------
Special Purpose Financial--18.0%
Asset Securitization Cooperative:
5.33%, 8/21/96(2) 5,000,000 4,985,194
5.35%, 8/20/96(2) 2,000,000 1,994,353
5.42%, 9/16/96(2) 5,000,000 4,965,372
5.47%, 10/7/96(2) 10,000,000 9,898,197
-------------------------------------------------------------------------------------------------------------
Cooperative Association of Tractor Dealers, Inc.:
5.40%, 8/20/96 12,200,000 12,165,230
5.40%, 9/20/96 7,600,000 7,543,000
5.70%, 8/1/96 30,000,000 30,000,000
-------------------------------------------------------------------------------------------------------------
CXC, Inc.:
5.32%, 8/7/96(2) 5,000,000 4,995,567
5.32%, 9/13/96(2) 10,000,000 9,936,456
5.35%, 9/11/96(2) 10,000,000 9,939,069
5.42%, 8/27/96(2) 10,000,000 9,960,856
5.45%, 10/11/96(2) 5,000,000 4,946,257
-------------------------------------------------------------------------------------------------------------
First Deposit Master Trust 1993-3:
5.36%, 8/21/96(2) 5,000,000 4,985,111
5.43%, 10/3/96(2) 10,077,000 9,981,243
-------------------------------------------------------------------------------------------------------------
Fleet Funding Corp., 5.35%, 8/19/96(2) 16,892,000 16,846,814
-------------------------------------------------------------------------------------------------------------
New Center Asset Trust, 5.37%, 9/12/96 10,000,000 9,937,350
-------------------------------------------------------------------------------------------------------------
Sheffield Receivables Corp., 5.40%, 8/7/96(2) 8,185,000 8,177,634
-------------------------------------------------------------------------------------------------------------
Short-Term Card Account Trust 1995-1, Cl. A1, 5.51%, 1/15/97(1)(3) 5,000,000 5,000,000
-------------------------------------------------------------------------------------------------------------
SMM Trust 1995-B, 5.48%, 5/29/97(1)(3) 5,000,000 5,000,000
-------------------------------------------------------------------------------------------------------------
WCP Funding:
5.37%, 8/19/96(2) 10,100,000 10,072,882
5.42%, 9/19/96(2) 12,000,000 11,911,473
5.40%, 9/9/96(2) 5,000,000 4,970,750
-----------
198,212,808
- ------------------------------------------------------------------------------------------------------------------------------------
Specialty Retailing--1.6%
St. Michael Finance Ltd., guaranteed by Marks & Spencer PLC:
5%, 8/29/96 10,000,000 9,961,111
5.29%, 8/13/96 7,707,000 7,693,423
-----------
17,654,534
8 Oppenheimer Money Market Fund, Inc.
<PAGE>
Face Value
Amount See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
Telecommunications- NYNEX Corp.:
Technology--1.5% 5.40%, 9/23/96 $ 7,000,000 $ 6,944,350
5.42%, 9/3/96 5,000,000 4,975,158
5.48%, 10/4/96 5,000,000 4,951,289
-----------
16,870,797
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone Utilities--4.6% GTE Corp.:
5.36%, 8/29/96 9,000,000 8,962,480
5.40%, 8/22/96 10,000,000 9,968,500
5.41%, 9/4/96 10,000,000 9,948,906
5.43%, 8/14/96 12,000,000 11,976,470
5.43%, 8/16/96 10,000,000 9,977,375
-----------
50,833,731
-----------
Total Short-Term Notes (Cost $976,051,365) 976,051,365
===================================================================================================================================
U.S. Government Obligations--0.1%
- -----------------------------------------------------------------------------------------------------------------------------------
Export-Import Bank:
6.33%, 8/6/96(1)(3) 419,572 421,168
6.33%, 8/6/96(1)(3) 343,036 344,340
-----------
Total U.S. Government Obligations (Cost $765,508) 765,508
===================================================================================================================================
Foreign Government Obligations--1.8%
- -----------------------------------------------------------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale:
5.10%, 8/23/96 10,000,000 10,000,060
5.67%, 7/29/97(1) 10,000,000 10,000,000
-------------
Total Foreign Government Obligations (Cost $20,000,060) 20,000,060
- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value 100.5% 1,107,205,079
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets (0.5) (5,624,831)
----------- --------------
Net Assets 100.0% $1,101,580,248
=========== ==============
Short-term notes, direct bank obligations and letters of credit are generally traded on a discount
basis; the interest rate is the discount rate received by the Fund at the time of purchase. Other
securities normally bear interest at the rates shown.
1. Floating or variable rate obligation maturing in more
than one year. The interest rate, which is based on
specific, or an index of, market interest rates, is
subject to change periodically and is the effective rate
on July 31, 1996. Maturity date shown represents
effective maturity based on variable rate and, if
applicable, demand feature.
2. Restricted securities, including those issued in
exempt transactions without registration under the
Securities Act of 1933, amounting to $356,252,457, or
32.34% of the Fund's net assets, have been determined to
be liquid pursuant to guidelines adopted by the Board of
Directors.
3. Restricted securities which are considered illiquid,
by virtue of the absence of a readily available market or
because of legal or contractual restrictions on resale,
amount to $10,765,508, or 0.98% of the Fund's net assets.
The Fund may not invest more than 10% of its assets
(determined at the time of purchase) in illiquid
securities.
</TABLE>
See accompanying Notes to Financial Statements.
9 Oppenheimer Money Market Fund, Inc.
<PAGE>
Statement of Assets and Liabilities July 31, 1996
<TABLE>
===================================================================================================================================
<S> <C> <C>
Assets Investments, at value--see accompanying statement $1,107,205,079
------------------------------------------------------------------------------------------------------------
Cash 1,279,499
------------------------------------------------------------------------------------------------------------
Receivables:
Shares of capital stock sold 6,009,451
Interest 1,852,801
------------------------------------------------------------------------------------------------------------
Other 105,790
--------------
Total assets 1,116,452,620
===================================================================================================================================
Liabilities Payables and other liabilities:
Shares of capital stock redeemed 13,106,880
Dividends 1,412,661
Directors' fees 237,498
Shareholder reports 92,725
Other 22,608
--------------
Total liabilities 14,872,372
===================================================================================================================================
Net Assets $1,101,580,248
==============
===================================================================================================================================
Composition of Par value of shares of capital stock $ 110,174,648
Net Assets ------------------------------------------------------------------------------------------------------------
Additional paid-in capital 991,571,827
------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (166,227)
--------------
Net assets--applicable to 1,101,746,475 shares of capital stock outstanding $1,101,580,248
==============
===================================================================================================================================
Net Asset Value, Redemption Price and Offering Price Per Share $1.00
</TABLE>
See accompanying Notes to Financial Statements.
10 Oppenheimer Money Market Fund, Inc.
<PAGE>
Statements of Operations
<TABLE>
<CAPTION>
Seven Months Year Ended
Ended July 31, December 31,
1996(1) 1995
==============================================================================================================================
<S> <C> <C> <C>
Investment Income Interest $28,887,262 $52,074,805
==============================================================================================================================
Expenses Management fees--Note 3 2,296,019 3,759,621
-------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 3 1,441,071 2,965,169
-------------------------------------------------------------------------------------------------------
Shareholder reports 306,123 524,397
-------------------------------------------------------------------------------------------------------
Directors' fees and expenses--Note 1 118,798 86,647
-------------------------------------------------------------------------------------------------------
Registration and filing fees 63,646 124,687
-------------------------------------------------------------------------------------------------------
Custodian fees and expenses 55,124 66,156
-------------------------------------------------------------------------------------------------------
Legal and auditing fees 22,279 57,389
-------------------------------------------------------------------------------------------------------
Insurance expenses 27,542 36,048
-------------------------------------------------------------------------------------------------------
Other 48,499 83,910
----------- -----------
Total expenses 4,379,101 7,704,024
==============================================================================================================================
Net Investment Income 24,508,161 44,370,781
==============================================================================================================================
Net Realized Gain (Loss) on Investments (156,737) 639,389
==============================================================================================================================
Net Increase in Net Assets Resulting From Operations $24,351,424 $45,010,170
=========== ===========
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
See accompanying Notes to Financial Statements.
11 Oppenheimer Money Market Fund, Inc.
<PAGE>
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Seven Months
Ended July 31, Year Ended December 31,
1996(1) 1995 1994
===================================================================================================================================
<S> <C> <C> <C>
Operations Net investment income $ 24,508,161 $ 44,370,781 $ 30,443,600
----------------------------------------------------------------------------------------------------------
Net realized gain (loss) (156,737) 639,389 (51,539)
-------------- ------------ --------------
Net increase in net assets resulting
from operations 24,351,424 45,010,170 30,392,061
===================================================================================================================================
Dividends and Distributions to Shareholders (24,508,161) (44,968,631) (30,443,600)
===================================================================================================================================
Capital Stock Net increase (decrease) in net assets resulting
Transactions from capital stock transactions--Note 2 283,809,275 (111,066,422) 317,726,707
===================================================================================================================================
Net Assets Total increase (decrease) 283,652,538 (111,024,883) 317,675,168
----------------------------------------------------------------------------------------------------------
Beginning of period 817,927,710 928,952,593 611,277,425
-------------- ------------ --------------
End of period $1,101,580,248 $817,927,710 $ 928,952,593
============== ============ ==============
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
See accompanying Notes to Financial Statements.
12 Oppenheimer Money Market Fund, Inc.
<PAGE>
Financial Highlights
<TABLE>
<CAPTION>
Seven Months
Ended July 31, Year Ended December 31,
1996(1) 1995 1994 1993 1992 1991
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income and net
realized gain (loss) .03 .05 .04 .03 .03 .06
Dividends and distributions
to shareholders (.03) (.05) (.04) (.03) (.03) (.06)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ===== ===== ===== ===== ======
====================================================================================================================================
Total Return, at Net Asset Value(2) 2.80% 5.40% 3.76% 2.71% 3.47% 5.87%
====================================================================================================================================
Ratios/Supplemental Data:
Net assets, end of period (in millions) $1,102 $ 818 $ 929 $ 611 $ 692 $ 899
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $ 901 $ 855 $ 804 $ 653 $ 811 $1,003
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.68%(3) 5.19% 3.79% 2.65% 3.42% 5.66%
Expenses 0.84%(3) 0.90% 0.82% 0.87% 0.88% 0.77%
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends 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. Total returns are not
annualized for periods of less than one full year.
3. Annualized.
See accompanying Notes to Financial Statements.
13 Oppenheimer Money Market Fund, Inc.
<PAGE>
Notes to Financial Statements
================================================================================
1. Significant
Accounting Policies
Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. On June 6, 1996, the Board of Directors elected
to change the fiscal year end of the Fund from December 31 to July 31.
Accordingly, these financial statements include information for the seven month
period from January 1, 1996 to July 31, 1996. The Fund's investment objective is
to seek the maximum current income that is consistent with stability of
principal by investing in "money market" securities meeting specific credit
quality standards. The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager). The following is a summary of significant accounting policies
consistently followed by the Fund.
- --------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 to shareholders. Therefore, no federal
income or excise tax provision is required. At July 31, 1996, the Fund had
available for federal income tax purposes an unused capital loss carryover of
approximately $152,000, which expires in 2004.
- --------------------------------------------------------------------------------
Directors' Fees and Expenses. The Fund has adopted a nonfunded retirement plan
for the Fund's independent directors. Benefits are based on years of service and
fees paid to each director during the years of service. During the seven months
ended July 31, 1996, a provision of $84,550 was made for the Fund's projected
benefit obligations, and payments of $5,460 were made to retired directors,
resulting in an accumulated liability of $223,270 at July 31, 1996.
- --------------------------------------------------------------------------------
Distributions to Shareholders. The Fund intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Fund may withhold dividends or make distributions
of net realized gains.
- --------------------------------------------------------------------------------
Other. Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments 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.
14 Oppenheimer Money Market Fund, Inc.
<PAGE>
================================================================================
2. Capital Stock
The Fund has authorized 5 billion shares of $.10 par value capital stock.
Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Seven Months Ended July 31, 1996(1) Year Ended December 31, 1995 Year Ended December 31, 1994
----------------------------------- ---------------------------- ----------------------------
Shares Amount Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sold 1,437,146,578 $ 1,437,146,578 1,772,666,521 $ 1,772,666,521 1,884,595,724 $ 1,884,595,724
Dividends and
distributions reinvested 21,997,805 21,997,805 42,507,860 42,507,860 28,594,376 28,594,376
Issued in connection
with the acquisition of
Connecticut Mutual
Liquid Account--Note 4 73,705,405 73,705,405 -- -- -- --
Redeemed (1,249,040,513) (1,249,040,513) (1,926,240,803) (1,926,240,803) (1,595,463,393) (1,595,463,393)
-------------- --------------- -------------- --------------- -------------- ---------------
Net increase (decrease) 283,809,275 $ 283,809,275 (111,066,422) $ (111,066,422) 317,726,707 $ 317,726,707
============== =============== ============== =============== ============== ===============
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
================================================================================
3. 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 0.45% on the first
$500 million of average annual net assets with a reduction of 0.025% on each
$500 million thereafter, to 0.375% on net assets in excess of $1.5 billion. The
Manager has agreed to reimburse the Fund if aggregate expenses (with specified
exceptions) exceed the lesser of 1% of average annual net assets of the Fund or
25% of the total annual investment income of the Fund.
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.
================================================================================
4. Acquisition of Connecticut
Mutual Liquid Account
On April 26, 1996, the Fund acquired all of the net assets of Connecticut Mutual
Liquid Account, pursuant to an Agreement and Plan of Reorganization approved by
the Connecticut Mutual Liquid Account shareholders on April 24, 1996. The Fund
issued 73,705,405 shares in exchange for the net assets valued at $73,705,405 on
April 26, 1996. The exchange qualified as a tax-free reorganization for federal
income tax purposes.
<PAGE>
Appendix A Description of Securities Ratings
Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Fund. The ratings descriptions are based on information supplied by the
ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory obligations
not having original maturity in excess of nine months), are judged by Moody's
to be investment grade, and indicate the relative repayment capacity of rated
issuers:
Prime-1:Superior capacity for repayment. Capacity will normally be evidenced by
the following characteristics: (a) leveling market positions in well-
established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate reliance on debt and
ample asset protection; (d) broad margins in earning coverage of fixed
financial charges and high internal cash generation; and (e) well
established access to a range of financial markets and assured sources of
alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above
but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to
variation. Capitalization characteristics, while
still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG". These rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broadbased access to the market for
refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample
although not so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:
A-1
<PAGE>
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However,
the relative degree of
safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand or
double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example,
"SP-1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-
term ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and
investment notes:
F-1+: Exceptionally strong credit quality; the strongest
degree of assurance for
timely payment.
F-1: Very strong credit quality; assurance of timely
payment is only slightly less in degree than issues
rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance
for timely payment, but the margin of safety is not
as great as for issues assigned "F-1+" or "F- 1"
ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset- backed commercial paper, and certificates of deposit
(the ratings cover all obligations of the institution with maturities, when
issued, of under one year, including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including
A-2
<PAGE>
internal operating factors and/or access to
alternative sources of funds, is outstanding, and
safety is just below risk-free U.S. Treasury
short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity
factors are excellent and
supported by good fundamental protection factors.
Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors
are strong and
supported by good fundamental protection factors.
Risk factors are very small.
Duff 2: Good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although
ongoing funding needs may enlarge total financing
requirements, access to capital markets is good. Risk
factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as follows:
A1+: Obligations supported by the highest capacity for
timely repayment.
A1: Obligations supported by a very strong capacity for
timely repayment.
A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible
to adverse changes in business, economic, or
financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest
is very strong.
TBW-2: The second highest rating category; while the degree
of safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is
not as high as for issues rated "TBW-1".
Long Term Debt Ratings.
These ratings are relevant for securities purchased by the Fund with a remaining
maturity of 397 days or less, or for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the
smallest degree of
investment risk and are generally referred to as
"gilt edge." Interest
A-3
<PAGE>
payments are protected by a large or by an
exceptionally stable margin, and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the fundamentally strong positions
of such issues.
Aa: Judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are
generally known as high-grade bonds. They are rated
lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities
or fluctuations of protective elements may be of
greater amplitude or there may be other elements
present which make the long-term risks appear
somewhat larger than in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as follows:
AAA: The highest rating assigned by S&P. Capacity to pay
interest and repay
principal is extremely strong.
AA: A strong capacity to pay interest and repay
principal and differ from
"AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally
strong ability to pay interest and repay
principal, which is unlikely to be affected by
reasonably foreseeable events.
AA: Considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not
quite as strong as bonds rated "AAA". Plus (+) and
minus (-) signs are used in the "AA" category to
indicate the relative position of a credit within
that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are
negligible, being only
A-4
<PAGE>
slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong.
Risk is modest but may
vary slightly from time to time because of economic
conditions. Plus (+)
and minus (-) signs are used in the "AA" category to
indicate the relative
position of a credit within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are rated
as follows:
AAA: The lowest expectation of investment risk. Capacity
for timely repayment of principal and interest is
substantial such that adverse changes in business,
economic, or financial conditions are unlikely to
increase investment risk significantly.
AA: A very low expectation for investment risk.
Capacity for timely repayment of principal and
interest is substantial. Adverse changes in
business, economic, or financial conditions may
increase investment risk
albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a
long term rating to denote relative status within a
rating category.
TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of receiving payment of principal and interest on a timely basis and
incorporate TBW's opinion as to the vulnerability of the company to adverse
developments, which may impact the market's perception of the company, thereby
affecting the marketability of its securities.
A: Possesses an exceptionally strong balance sheet and
earnings record, translating into an excellent
reputation and unquestioned access to its natural
money markets. If weakness or vulnerability exists in
any aspect of the company's business, it is entirely
mitigated by the strengths of the organization.
A/B: The company is financially very solid with a
favorable track record and no readily apparent
weakness. Its overall risk profile, while low, is not
quite as favorable as for companies in the highest
rating category.
A-5
<PAGE>
Appendix B
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
<PAGE>
Food
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
B-1
<PAGE>
Investment Advisor
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
Citibank, N.A.
399 Park Avenue
New York, New York 10043
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 MONEY MARKET FUND, INC.
FORM N-IA
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
1. Financial Highlights - (See Part A) - 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
--------
1. (i) Articles of Incorporation of Registrant dated December 13,
1973: Previously, filed with the Registration Statement
of the Registrant on Form S-5, refiled with Registrant's
Post-Effective Amendment No. 55, 4/27/95, pursuant to Item
102 of Regulation S-T, and incorporated herein by
reference.
(ii) Articles of Amendment of Articles of Incorporation dated
April 10, 1974: Previously filed with Post-Effective
Amendment No. 3 to the Registration Statement of the
C-1
<PAGE>
Registrant, refiled with Registrant's Post-Effective
Amendment No. 55, 4/27/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(iii) Articles of Amendment of Articles of Incorporation dated
July 9, 1975. Previously filed with Post-Effective
Amendment No. 9 to the Registration Statement of the
Registrant, refiled with Registrant's Post-Effective
Amendment No. 55, 4/27/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(iv) Articles of Amendment of Articles of Incorporation dated
December 13, 1979: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, refiled with Registrant's Post-
Effective Amendment No. 55, 4/27/95, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(v) Articles of Amendment of Articles of Incorporation dated
May 22, 1980: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, refiled with Registrant's Post-
Effective Amendment No. 55, 4/27/95, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(vi) Articles of Amendment of Articles of Incorporation dated
June 16, 1980: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, refiled with Registrant's Post-
Effective Amendment No. 55, 4/27/95, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(vii) Articles of Amendment of Articles of Incorporation dated
July 2, 1981: Previously filed with Post-Effective
Amendment No. 26 to the Registration Statement of the
Registrant, refiled with Registrant's Post-Effective
Amendment No. 55, 4/27/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(viii) Articles of Amendment of Articles of Incorporation dated
February 23, 1982: Previously filed with Post-Effective
Amendment No. 27 to the Registration Statement of the
Registrant, refiled with Registrant's Post-Effective
C-2
<PAGE>
Amendment No. 55, 4/27/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(ix) Articles of Amendment of Articles of Incorporation dated
August 30, 1982: Previously filed with Post-Effective
Amendment No. 42 to the Registrant's Registration
Statement, 4/28/88, refiled with Registrant's Post-
Effective Amendment No. 55, 4/27/95, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
2. Re-stated By-Laws of Registrant dated August 6, 1987:
Previously filed with Post-Effective Amendment No. 42 to the
Registrant's Registration Statement, 4/28/88, refiled with
Registrant's Post-Effective Amendment No. 55, 4/27/95, pursuant
to Item 102 of Regulation S-T, and incorporated herein by
reference.
3. Not applicable.
4. Specimen Stock Certificate: Filed herewith.
5. Investment Advisory Agreement dated October 22, 1990:
Previously filed with Post-Effective Amendment No. 45 to the
Registrant's Registration Statement, 3/1/91, refiled with
Registrant's Post-Effective Amendment No. 55, 4/27/95, pursuant
to Item 102 of Regulation S-T, and incorporated herein by
reference.
6. (i) General Distributor's Agreement dated December 10, 1992:
Previously filed with Post-Effective Amendment No. 50 to
Registrant's Registration Statement, 4/22/93, refiled with
Registrant's Post-Effective Amendment No. 55, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 14 to
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to
C-3
<PAGE>
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 to
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(v) Oppenheimer Funds Distributor, Inc., Broker Agreement with
Newbridge Securities dated October 1, 1986: Previously
filed with Post-Effective Amendment No.25 to the
Registration Statement of Oppenheimer Growth Fund (Reg.
No. 2-45272), 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. Not applicable.
8. (i) Custodian Agreement dated April 16, 1974: Previously filed
with Post-Effective Amendment No. 42 to the Registrant's
Registration Statement, 4/28/88, refiled with Registrant's
Post-Effective Amendment No. 55, 4/27/95, pursuant to Item
102 of Regulation S-T, and incorporated herein by
reference.
(ii) Amendment to Custodian Agreement dated December 15, 1975:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, refiled
with Registrant's Post-Effective Amendment No. 55, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(iii) Amendment to Custodian Agreement dated March, 1978:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, refiled
with Registrant's Post-Effective Amendment No. 55, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(iv) Amendment to Custodian Agreement dated August 13, 1980:
C-4
<PAGE>
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, refiled
with Registrant's Post-Effective Amendment No. 55, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(v) Amendment to Custodian Agreement dated September 28, 1984:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, refiled
with Registrant's Post-Effective Amendment No. 55, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
9. Not applicable.
10. Opinion and Consent of Counsel dated 2/28/74: Previously filed
with Registrant's Registration Statement, refiled with
Registrant's Post-Effective Amendment No. 55, 4/27/95, 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 Trust Agreement:
Previously filed with Post-Effective Amendment No. 21 to
the Registration Statement of Oppenheimer U.S. Government
Trust (File No. 2-76645), 8/25/93, and incorporated herein
by reference.
(ii) Form of Standardized and Non-Standardized Profit Sharing
and Money Purchase Pension Plan for self-employed persons
and corporations: Previously filed with Post-Effective
Amendment No. 3 to the Registration Statement of
Oppenheimer Global Growth & Income Fund (File No. 33-
33799), 1/31/92 and refiled with Post-Effective Amendment
No. 7 to the Registration Statement of Oppenheimer Global
Growth & Income Fund (Reg. No. 33-33799), 12/1/94,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
C-5
<PAGE>
(iii) Form of Tax Sheltered Retirement Plan and Custody
Agreement for employees of public schools and tax-exempt
organizations: Previously filed with Post-Effective
Amendment No. 47 to the Registration Statement of
Oppenheimer Growth Fund (File No. 2-45272), 10/21/94, and
incorporated herein by reference.
(iv) Form of Simplified Employee Pension IRA: Previously filed
with Post-Effective Amendment No. 15 to the Registration
Statement of Oppenheimer Mortgage Income Fund (Reg. No.
33-6614), 1/19/95, and incorporated herein by reference.
(v) Form of Prototype 401(k) Plan: 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.
15. Not applicable.
16. Performance Data computation schedule: Filed herewith.
17. Financial Data Schedule: Filed herewith.
18. Oppenheimer Funds Multiple Class Plan under Rule 18f-3 dated
10/24/95: Filed with Post-Effective Amendment No. 2 to the
Registration Statement of Oppenheimer California Tax-Exempt
Fund (Reg. No. 33-23566), 11/1/95, and incorporated herein by
reference.
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None
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<PAGE>
Item 26. Number of Holders of Securities
-------------------------------
Number of Record
Holders as of
Title of Class November 1, 1996
-------------- ----------------
Capital Stock, par value $.10 111,044
Item 27. Indemnification
---------------
Reference is made to the provisions of Article SEVENTH of Registrant's
Articles of Incorporation, previously filed as an exhibit to this Registration
Statement, incorporated herein by reference, and to Section 2-418 of the
Maryland General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, 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.
C-7
<PAGE>
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
C-8
<PAGE>
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").
C-9
<PAGE>
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.
C-10
<PAGE>
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
C-11
<PAGE>
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
C-12
<PAGE>
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.
Jon S. Fossel
President,
Director,
Trustee, and
Managing
General
Partner of the
Denver-based
Oppenheimer
Funds;
formerly
Director of
OAC, the
Manager's
parent holding
company;
formerly
President, CEO
and a director
of
HarbourView;
formerly a
director of
SSI and SFSI;
formerly
President and
Chairman of
the Board of
Main Street
Advisers,
Inc.; formerly
Chariman of
the Board and
Chief
Executive
Officer of the
Manager.
Patricia Foster,
Vice President 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.
C-13
<PAGE>
Linda Gardner,
Assistant Vice President None.
Janelle Gellerman,
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.
C-14
<PAGE>
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.
C-15
<PAGE>
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.
C-16
<PAGE>
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.
C-17
<PAGE>
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.
C-18
<PAGE>
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.
C-19
<PAGE>
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.
C-20
<PAGE>
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.
C-21
<PAGE>
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-basedtax-
exempt fixed
income
Oppenheimer
Funds;
Formerly
Managing
Director and
Chief Fixed
Income
Strategist at
Prudential
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.
C-22
<PAGE>
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 Rochester-based Oppenheimer
Funds, set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal 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 Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Municipal Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
C-23
<PAGE>
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.
Rochester-based Oppenheimer 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, 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
C-24
<PAGE>
Services, Centennial Asset Management Corporation, Centennial Capital
Corp., Oppenheimer Real Asset Management, Inc., MultiSource Services,
Inc. and Oppenheimer Real Asset Management, Inc. is 3410 South Galena
Street, Denver, Colorado 80231.
The address of the Rochester-based funds is 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>
Susan P. Bader ++ Assistant Vice President None
Christopher Blunt Vice President None
38954 Plumbrook Drive
Farmington Hills, MI 48331
George Clarence Bowen+ Vice President & Treasurer Vice President
and Treasurer
of the NY-
based
Oppenheimer
funds / Vice
President,
Secretary and
C-25
<PAGE>
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
Paul Delli-Bovi Vice President None
750 W. Broadway
Apt. 5M
Long Beach, NY 11561
E. Drew Devereaux ++ Assistant Vice President None
C-26
<PAGE>
Andrew John Donohue* Executive Vice Secretary of
President, General the 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
C-27
<PAGE>
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 Galleto 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
Carla Jiminez Vice President None
111 Rexford Court
Summerville, SC 29485
C-28
<PAGE>
Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
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
C-29
<PAGE>
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
C-30
<PAGE>
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
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
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
C-31
<PAGE>
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
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
* 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")
</TABLE>
(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
C-32
<PAGE>
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.
(c) Not applicable.
C-33
<PAGE>
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 20th day of November, 1996.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s /Donald W.Spiro*
----------------------------------------
Donald W.Spiro, Vice Chairman
<TABLE>
<CAPTION>
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:
<S> <C> <C>
Signatures Title Date
- ---------- ----- ----
/s/Leon Levy* Chairman of the
- -------------- Board of Directors November 20, 1996
Leon Levy
/s/George Bowen* Chief Financial
- ----------------- and Accounting
George Bowen Officer November 20, 1996
/s/Robert G. Galli* Director November 20, 1996
- -------------------
Robert G. Galli
/s/Benjamin Lipstein*
- ---------------------- Director November 20, 1996
Benjamin Lipstein
/s/Bridget A. Macaskill* President and November 20, 1996
- ------------------------ Chief Executive
Bridget A. Macaskill Officer
C-34
<PAGE>
/s/Elizabeth B. Moynihan* Director November 20, 1996
- --------------------------
Elizabeth B. Moynihan
/s/Kenneth A. Randall* Director November 20, 1996
- -----------------------
Kenneth A. Randall
/s/Edward V. Regan* Director November 20, 1996
- --------------------
Edward V. Regan
/s/Russell S. Reynolds, Jr.* Director November 20, 1996
- -----------------------------
Russell S. Reynolds, Jr.
/s/Sidney M. Robbins* Director November 20, 1996
- ----------------------
Sidney M. Robbins
/s/Donald W. Spiro* Vice November 20, 1996
- -------------------- Chariman,
Donald W. Spiro Director
/s/Pauline Trigere* Director November 20, 1996
- --------------------
Pauline Trigere
/s/Clayton K. Yeutter* Director November 20, 1996
- -----------------------
Clayton K. Yeutter
*By:/s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
C-35
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
Registration No. 2-49887
EXHIBIT INDEX
Exhibit No.
24(b)(4) Specimen Share Certificate
24(b)(11) Independent Auditors' Consent
24(b)(16) Performance Data Calculation Schedule
24(b)(17) Financial Data Schedule
C-36
Exhibit 24(b)(4)
OPPENHEIMER MONEY MARKET FUND, INC.
Share Certificate (8-1/2" x 11")
I. FACE 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)
(upper right corner, box with heading: SHARES)
(centered
below boxes) OPPENHEIMER MONEY MARKET FUND, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683905 10 3
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE SHARES OF CAPITAL STOCK
WITH THE PAR VALUE OF $.10 EACH OF
OPPENHEIMER MONEY MARKET FUND, INC.
(hereinafter called the "Corporation"), transferable only on the books
of the Corporation 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 Articles of Incorporation
of the Corporation 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 Corporation and the
signatures of its duly authorized officers.
<PAGE>
(signature Dated: (signature
at left of seal) at right of seal)
----------------------- -------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER MONEY MARKET FUND, INC.
SEAL
1973
MARYLAND
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,Inc.)
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)
<PAGE>
Additional abbreviations may also be used though not in the 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)
- ------------------------------------------------------------------------
________________________________________________ Shares of the capital stock
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 Corporation 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 Corporation.
<PAGE>
The Corporation will furnish to any stockholder, on request and without charge,
a full statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue.
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
Exhibit 24(b)11
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Oppenheimer Money Market Fund:
We consent to the use in this Registration Statement of Oppenheimer Money Market
Fund of our report dated August 21, 1996 appearing in the Statement of
Additional Information which is a part of such Registration Statement, and to
the reference to our firm under the heading "Financial Highlights" appearing in
the Prospectus which is also a part of such Registration Statement.
November 15, 1996 /s/ KPMG Peat Marwick LLP
Denver, Colorado KPMG Peat Marwick LLP
Oppenheimer Money Market Fund, Inc.
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 07/31/96:
Calculations of the Fund's "Yield" and "Compounded Effective Yield" set
forth in the section entitled "Yield Information" in the Statement of
Additional Information were made as follows:
Date Daily Accrual Per Share (in $)
07/25/96 .0001262
07/26/96 .0001266
07/27/96 .0001267
07/28/96 .0001267
07/29/96 .0001264
07/30/96 .0001249
07/31/96 .0001291
--------
Seven Day
Total: .0008866
Current Yield: $0.0008866/7 x 365 = 4.62%
365/7
Effective Yield: (.0008866 + 1) - 1 = 4.73%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 074673
<NAME> OPPENHEIMER MONEY MARKET FUND, INC.
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 1,107,205,079
<INVESTMENTS-AT-VALUE> 1,107,205,079
<RECEIVABLES> 7,862,252
<ASSETS-OTHER> 105,790
<OTHER-ITEMS-ASSETS> 1,279,499
<TOTAL-ASSETS> 1,116,452,620
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,872,372
<TOTAL-LIABILITIES> 14,872,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,101,746,475
<SHARES-COMMON-STOCK> 1,101,746,475
<SHARES-COMMON-PRIOR> 817,937,200
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (166,227)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,101,580,248
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 28,887,262
<OTHER-INCOME> 0
<EXPENSES-NET> 4,379,101
<NET-INVESTMENT-INCOME> 24,508,161
<REALIZED-GAINS-CURRENT> (156,737)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24,351,424
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 24,508,161
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,510,851,958
<NUMBER-OF-SHARES-REDEEMED> 1,249,040,488
<SHARES-REINVESTED> 21,997,805
<NET-CHANGE-IN-ASSETS> 283,652,538
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (9,490)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,296,019
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,379,101
<AVERAGE-NET-ASSETS> 900,580,543
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
