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 [ ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 62 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
Amendment No. 31 [X]
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OPPENHEIMER MONEY MARKET FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
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6803 South Tucson Way, Englewood, CO 80112
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(Address of Principal Executive Offices) (Zip Code)
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(303) 768-3200
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(Registrant's Telephone Number, including Area Code)
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Andrew J. Donohue, Esq.
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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 22, 2000 pursuant to paragraph (b) [ ] 60 days after filing
pursuant to paragraph (a)(1)
[ ] On ________________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2) [ ] On _______________
pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Oppenheimer
Money Market Fund, Inc.
Prospectus dated November 22, 2000
Oppenheimer Money Market Fund, Inc. is a money market mutual fund. Its goal is
to seek the maximum current income that is consistent with stability of
principal. The Fund invests in short-term, high-quality "money market"
instruments. This Prospectus contains important information about the Fund's
objective, its investment policies, strategies and risks. It also contains
important information about how to buy and sell shares of the Fund and other
account features. Please read this Prospectus carefully before you invest and
keep it for future reference about your account.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's securities nor has it determined that this
Prospectus is accurate or complete. It is a criminal offense to represent
otherwise.
(OppenheimerFunds logo)
CONTENTS
ABOUT THE FUND
The Fund's Investment Objective and Strategies
Main Risks of Investing in the Fund
The Fund's Performance
Fees and Expenses of the Fund
About the Fund's Investments
How the Fund is Managed
ABOUT YOUR ACCOUNT
How to Buy Shares
Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Web Site
Retirement Plans
How to Sell Shares
By Mail
By Telephone
By Checkwriting
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Tax Information
Financial Highlights
<PAGE>
ABOUT THE FUND
The Fund's Investment Objective and Strategies
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.
WHAT DOES THE FUND INVEST IN? The Fund is a money market fund. It invests in a
variety of high-quality money market instruments to seek income. Money market
instruments are short-term debt instruments issued by the U.S. government,
domestic and foreign corporations and financial institutions and other entities.
They include, for example, bank obligations, repurchase agreements, commercial
paper, other corporate debt obligations and government debt obligations.
To be considered "high-quality," generally they must be rated in one of
the two highest credit-quality categories for short-term securities by
nationally-recognized rating services. If unrated, a security must be determined
by the Fund's investment manager to be of comparable quality to rated
securities.
WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors who want to
earn income at current money market rates while preserving the value of their
investment, because the Fund tries to keep its share price stable at $1.00.
Income on short-term securities tends to be lower than income on longer term
debt securities, so the Fund's yield will likely be lower than the yield on
longer-term fixed income funds. The Fund also offers easy access to your money
through checkwriting and wire redemption privileges. The Fund does not invest
for the purpose of seeking capital appreciation or gains and is not a complete
investment program.
Main Risks of Investing in the Fund
All investments carry risks to some degree. The Fund's investments are subject
to changes in their value from a number of factors, described below. There is
also the risk that the value of your investment could be eroded over time by the
effects of inflation and that poor security selection by the Fund's investment
Manager, OppenheimerFunds, Inc., will cause the Fund to underperform other funds
having similar objectives.
There are risks that any of the Fund's holdings could have its credit
rating downgraded, or the issuer could default, or that interest rates could
rise sharply, causing the value of the Fund's investments (and its share price)
to fall. As a result, there is a risk that the Fund's shares could fall below
$1.00 per share.
An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
The Fund's Performance
The bar chart and table below show one measure of the risks of investing in the
Fund by showing changes in the Fund's performance from year to year for the last
ten calendar years and its average annual total returns for the 1-, 5- and 10-
year periods. Variability of returns is one measure of the risks of investing in
a money market fund. The Fund's past investment performance does not predict how
the Fund will perform in the future.
Annual Total Returns (% as of 12/31 each year)
[See appendix to prospectus for annual total return data for bar chart.]
For the period from 1/1/00 through 9/30/00, the cumulative total return (not
annualized) was 4.34%. During the period shown in the bar chart, the highest
return (not annualized) for a calendar quarter was 1.96% (2nd Q'90) and the
lowest return for a calendar quarter was 0.63% (1st Q'93).
Average Annual Total
Returns for the periods
ended December 31, 1999 1 Year 5 Years 10 Years
Oppenheimer Money 4.71% 4.95% 4.85%
Market Fund, Inc.
The returns measure the performance of a hypothetical account and assume that
all distributions have been reinvested in additional shares. The total returns
are not the Fund's current yield. The Fund's yield more closely reflects the
Fund's current earnings. To obtain the Fund's current 7-day yield information,
please call the Transfer Agent toll-free at 1.800.525.7048.
Fees and Expenses of the Fund
The Fund pays a variety of expenses directly for investment management,
administration and other services. Those expenses are subtracted from the Fund's
assets to calculate the Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. The following tables are meant to help
you understand the fees and expenses you may pay if you buy and hold shares of
the Fund. The numbers below are based upon the Fund's expenses during its fiscal
year ended July 31, 2000.
Shareholder Fees. The Fund does not charge any initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees or redemption fees
and no contingent deferred sales charges (unless you buy Fund shares by
exchanging Class A shares of other Oppenheimer funds that were purchased subject
to a contingent deferred sales charge, as described in "How to Sell Shares").
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
Management Fees 0.42%
Distribution (12b-1) Fees None
Other Expenses 0.36%
Total Annual Operating Expenses 0.78%
"Other expenses" in the table include transfer agent fees, custodial fees, and
accounting and legal expenses the Fund pays.
EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in shares of the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Your actual costs may be
higher or lower, because expenses will vary over time. Based on these
assumptions your expenses would be as follows, whether or not you redeem your
investment at the end of each period:
1 Year 3 Years 5 Years 10 Years
$80 $249 $433 $966
About the Fund's Investments
THE FUND'S PRINCIPAL INVESTMENT POLICIES. The Fund invests in short-term money
market securities meeting quality standards established by its Board of
Directors as well as rules that apply to money market funds under the Investment
Company Act. The Statement of Additional Information contains more detailed
information about the Fund's investment policies and risks.
The Manager tries to reduce risks by diversifying investments and by
carefully researching investments before they are purchased. The rate of the
Fund's income will vary from day to day, generally reflecting changes in overall
short-term interest rates. There is no assurance that the Fund will achieve its
investment objective.
What Does the Fund Invest In? Money market instruments are high-quality,
short-term debt instruments. They may have fixed, variable or floating
interest rates. All of the Fund's money market investments must meet
the special quality and maturity requirements set under the Investment
Company Act and the special standards set by the Fund's Board,
described briefly below. The following is a brief description of the
types of money market securities the Fund may invest in.
o U.S. Government Securities. These include obligations issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities. Some are direct
obligations of the U.S. Treasury, such as Treasury bills, notes and bonds, and
are supported by the full faith and credit of the United States. Other U.S.
government securities, such as pass-through certificates issued by the
Government National Mortgage Association (Ginnie Mae), are also supported by the
full faith and credit of the U.S. government. Some government securities
agencies or instrumentalities of the U.S. government are supported by the right
of the issuer to borrow from the U.S. Treasury, such as securities of Federal
National Mortgage Corporation (Fannie Mae). Others may be supported only by the
credit of the instrumentality, such as obligations of Federal Home Loan Mortgage
Corporation (Freddie Mac).
o Bank Obligations. The Fund can buy time deposits, certificates of deposit and
bankers' acceptances. These obligations must be denominated in U.S. dollars,
even if issued by a foreign bank.
o Commercial Paper. Commercial paper is a short-term, unsecured promissory note
of a domestic or foreign company or other financial firm. The Fund may buy
commercial paper only if it matures in nine months or less from the date of
purchase.
o Corporate Debt Obligations. The Fund can invest in other short-term corporate
debt obligations, besides commercial paper, that at the time of purchase by the
Fund meets the Fund's quality standards, described below.
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 corporation
whose commercial paper may be purchased by the Fund or by a domestic bank. The
bank must meet credit criteria set by the Fund's Board of Directors.
Additionally, the Fund may buy other money market instruments that its
Board of Directors approves from time to time. They must be U.S.
dollar-denominated short-term investments that the Board must determine to have
minimal credit risks.
Currently, the Board has approved the purchase of 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. Their purchase may be subject to restrictions adopted
by the Board from time to time. That limitation does not apply to securities
issued by foreign branches of U.S. banks.
WHAT CREDIT QUALITY AND MATURITY STANDARDS APPLY TO THE FUND'S INVESTMENTS?
Money market instruments are subject to credit risk, the risk that the issuer
might not make timely payments of interest on the security or repay principal
when it is due. The Fund may buy only those investments that meet standards set
by the Board of Directors and in the Investment Company Act for money market
funds. The Fund's Board has adopted evaluation procedures for the Fund's
portfolio, and the Manager has the responsibility to implement those procedures
when selecting investments for the Fund.
In general, the Fund buys only high-quality investments that the
Manager believes present minimal credit risk at the time of purchase.
"High-quality" investments are:
o rated in one of the two highest short-term rating categories of two national
rating organizations, or
o rated by one rating organization in one of its two highest rating categories
(if only one rating organization has rated the investment), or
o unrated investments that the Manager determines are comparable in quality to
the two highest rating categories.
The procedures also limit the amount of the Fund's assets that can be
invested in the securities of any one issuer (other than the U.S. government,
its agencies and instrumentalities), to spread the Fund's investment risks. A
security's maturity must not exceed 397 days. Finally, the Fund must maintain an
average portfolio maturity of not more than 90 days, to reduce interest rate
risks.
CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Board of Directors
of the Fund may change non-fundamental policies without shareholder approval,
although significant changes will be described in amendments to this Prospectus.
Fundamental policies cannot be changed without the approval of a majority of the
Fund's outstanding voting shares. The Fund's investment objective is a
fundamental policy. Some investment restrictions that are fundamental policies
are listed in the Statement of Additional Information. An investment policy is
not fundamental unless this Prospectus or the Statement of Additional
Information says that it is.
OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the
investment techniques and strategies described below. The Fund might not always
use all of them. These techniques involve risks, although some of them are
designed to help reduce overall investment or market risks. The Statement of
Additional Information contains more information about some of these practices.
Floating Rate/Variable Rate Notes. The Fund can 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 rate or benchmark, such as the prime rate of a
bank. If the maturity of a note is greater than 397 days, it may be
purchased only if it has a demand feature. That feature must permit 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 from purchase.
Obligations of Foreign Banks and Foreign Branches of U.S. Banks. The Fund can
invest in U.S. dollar-denominated securities of foreign banks that are payable
in the U.S. or in London, England. It can also buy dollar-denominated securities
of foreign branches of U.S. banks. These securities have investment risks
different from obligations of domestic branches of U.S. banks. Risks that may
affect the bank's ability to pay its debt include: o political and economic
developments in the country in which the bank or branch is located, o imposition
of withholding taxes on interest income payable on the securities, o seizure or
nationalization of foreign deposits, o the establishment of exchange control
regulations and o the adoption of other governmental restrictions that might
affect the payment of principal and interest on those securities.
Additionally, not all of the U.S. and state banking laws and
regulations that apply to domestic banks and that are designed to protect
depositors and investors apply to foreign branches of domestic banks. None of
those U.S. and state regulations apply to foreign banks.
Asset-Backed Securities. The Fund can invest in asset-backed investments. These
are fractional interests in pools of consumer loans and other trade receivables,
which are the obligations of a number of different parties. The income from the
underlying pool is passed through to investors, such as the Fund.
These investments might be supported by a credit enhancement, such as a
letter of credit, a guarantee or a preference right. However, the credit
enhancement generally applies only to a fraction of the security's value. If the
issuer of the security has no security interest in the related collateral, there
is the risk that the Fund could lose money if the issuer defaults.
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, 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. There is no
limit on the amount of the Fund's net assets that may be subject to repurchase
agreements of 7 days or less.
Illiquid and Restricted Securities. Investments may be illiquid because they do
not have 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 limit on resale or which cannot be sold publicly until it is
registered under federal securities laws. The Fund will not invest more than 10%
of its net assets in illiquid or restricted securities. That limit 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 to determine whether to sell any holdings to maintain
adequate liquidity. Difficulty in selling a security may result in a loss to the
Fund or additional costs.
How the Fund is Managed
THE MANAGER. The Manager chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the policies
established by the Fund's Board of Directors, under an investment advisory
agreement which states the Manager's responsibilities. The agreement sets the
fees the Fund pays 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 January 1960.
The Manager (including subsidiaries and affiliates) managed more than $125
billion in assets as of September 30, 2000, including investment companies,
including other Oppenheimer funds with more than 5 million shareholder accounts.
The Manager is located at Two World Trade Center, 34th Floor, New York, New York
10048-0203.
Portfolio Manager. Carol E. Wolf is the portfolio manager of the Fund. She is
the person principally responsible for the day-to-day management of the Fund's
portfolio. Ms. Wolf has had this responsibility since November 1988. Ms. Wolf is
a Senior Vice President of the Manager, and is an officer and portfolio manager
of other Oppenheimer funds.
Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the
Manager an advisory fee at an annual rate that declines on additional assets as
the Fund grows: 0.45% of the first $500 million of average annual 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
year ended July 31, 2000 was 0.42% of the Fund's average annual net assets.
About Your Account
How Do You Buy Shares
HOW DO YOU BUY SHARES? You can buy shares several ways, as described below. The
Fund's Distributor, OppenheimerFunds Distributor, Inc., may appoint servicing
agents to accept purchase (and redemption) orders. The Distributor, in its sole
discretion, may reject any purchase order for the Fund's shares.
The Fund intends to be as fully invested as possible to maximize its yield.
Therefore, newly-purchased shares normally will begin to accrue dividends after
the Distributor accepts your purchase order, starting on the business day after
the Fund receives Federal Funds from your purchase payment. Buying Shares
Through Your Dealer. You can buy shares through any dealer, broker, or financial
institution that has a sales agreement with the Distributor. Your dealer will
place your order with the Distributor on your behalf.
o Guaranteed Payment Procedures. Some broker-dealers may have
arrangements with the Distributor to enable them to place purchase
orders for shares on a regular business day and to guarantee that the
Fund's custodian bank will receive Federal Funds to pay for the shares
by 2:00 P.M. on the next regular business day. The shares will start to
accrue dividends starting on the day the Federal Funds are received by
2:00 P.M.
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. Your check should be in
U.S. dollars and drawn on a U.S. bank so that dividends will begin to accrue on
the next regular business day after the Distributor accepts your purchase order.
If you don't list a dealer on the application, the Distributor will act as your
agent in buying the shares. However, we recommend that you discuss your
investment with a financial advisor before you make a purchase to be sure that
the Fund is appropriate for you.
oPaying by Federal Funds Wire. Shares purchased through the
Distributor may be paid for by Federal Funds wire. The minimum
investment is $2,500. Before sending a wire, call the Distributor's
Wire Department at 1.800.525.7048 to notify the Distributor of the
wire, and to receive further instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
you pay for shares by electronic funds transfers from your bank
account. Shares are purchased for your account by a transfer of money
from your bank account through the Automated Clearing House (ACH)
System. You can provide those instructions automatically, under an
Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to
"AccountLink," below for more details. Dividends begin to accrue on
shares purchased this way on the business day after the Fund receives
the ACH payment from your bank.
o Buying Shares Through Asset Builder Plans. You may purchase shares of
the Fund (and up to four other Oppenheimer funds) automatically each
month from your account at a bank or other financial institution under
an Asset Builder Plan with AccountLink. Details are in the Asset
Builder Application and the Statement of Additional Information.
HOW MUCH MUST YOU INVEST? You can buy Fund shares 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, 403(b) plans, Automatic Exchange Plans and
military allotment plans, you can make initial and subsequent
investments for as little as $25. You can make additional purchases of
at least $25 through AccountLink.
o Under retirement plans, such as IRAs, pension and profit-sharing
plans and 401(k) plans, you can start your account with as little as $250. If
your IRA is started under an Asset Builder Plan, the $25 minimum applies.
Additional purchases may be as little as $25.
o The minimum investment requirement does not apply to 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 reinvesting distributions from unit investment trusts that
have made arrangements with the Distributor.
AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is
the net asset value per share without any sales charge. The net asset value per
share will normally remain fixed at $1.00 per share. However, there is no
guarantee that the Fund will maintain a stable net asset value of $1.00 per
share. The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the Distributor
receives the purchase order at its offices in Colorado, or after any agent
appointed by the Distributor receives the order and sends it to the Distributor.
Net Asset Value. The Fund calculates the net asset value of shares of the Fund
each day, at 4:00 P.M., on each day The New York Stock Exchange is open for
trading (referred to in this Prospectus as a "regular business day").
All references to time in this Prospectus mean "New York Time."
The net asset value per share is determined by dividing the value of the
Fund's net assets attributable to a class by the number of shares of that class
that are outstanding. Under a policy adopted by the Fund's Board of Directors,
the Fund uses the amortized cost method to value its securities to determine net
asset value. The Offering Price. To receive the offering price for a particular
day, in most cases the Distributor or its designated agent must receive your
order by the time of day The New York Stock Exchange closes that day. If your
order is received on a day when the Exchange is closed or after it has closed
the order will receive the next offering price that is determined after your
order is received.
Buying Through a Dealer. If you buy shares through a dealer,
your dealer must receive the order by the close of The New York Stock Exchange
and transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally 5:00 P.M.)
to receive that day's offering price. Otherwise, the order will receive the
next offering price that is determined.
WHAT CLASS OF SHARES DOES THE FUND OFFER? The Fund offers investors one class of
shares. Those shares are considered to be Class A shares for the purposes of
exchanging them or reinvesting dividends among other Oppenheimer funds that
offer more than one class of shares.
Special Investor Services
ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with
an account at a U.S. bank or other financial institution. It must be an
Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through a
service representative or by PhoneLink) or automatically under Asset Builder
Plans, or
o have the Transfer Agent send redemption proceeds or to transmit dividends and
distributions directly to your bank account. Please call the Transfer Agent for
more information.
You may purchase shares 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.
AccountLink privileges should be requested on your Application or your
dealer's settlement instructions if you buy your shares through a dealer. After
your account is established, you can request AccountLink privileges by sending
signature-guaranteed instructions to the Transfer Agent. AccountLink privileges
will apply to each shareholder listed in the registration on your account as
well as to your dealer representative of record unless and until the Transfer
Agent receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the Transfer
Agent signed by all shareholders who own the account.
PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions automatically
using a touch-tone phone. PhoneLink may be used on already-established Fund
accounts after you obtain a Personal Identification Number (PIN), by calling the
special PhoneLink number, 1.800.533.3310.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone,
by calling 1.800.533.3310. You must have established AccountLink privileges to
link your bank account with the Fund to pay for these purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your Fund
account to another Oppenheimer fund account you have already established by
calling the special PhoneLink number.
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.
CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain
types of account transactions to the Transfer Agent by fax (telecopier). Please
call 1.800.525.7048 for information about which transactions may be handled this
way. Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this Prospectus.
OPPENHEIMERFUNDS INTERNET WEB SITE. You can obtain information about the Fund,
as well as your account balance, on the OppenheimerFunds Internet web site, at
http://www.oppenheimerfunds.com. Additionally, shareholders listed in the
account registration (and the dealer of record) may request certain account
transactions through a special section of that web site. To perform account
transactions, you must first obtain a personal identification number (PIN) by
calling the Transfer Agent at 1.800.533.3310. If you do not want to have
Internet account transaction capability for your account, please call the
Transfer Agent at 1.800.525.7048. At times, the website may be inaccessible or
its transaction features may be unavailable.
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. Please call the Transfer Agent or consult the
Statement of Additional Information for details.
REINVESTMENT PRIVILEGE. If you redeem some or all of your Fund shares that were
purchased by reinvesting dividends from the Fund or another Oppenheimer fund
account (except Oppenheimer Cash Reserves) or by exchanging shares from another
Oppenheimer fund account on which you 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.
RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan
account. If you participate in a plan sponsored by your employer, the plan
trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals
and employers can use: Individual Retirement Accounts (IRAs.) These include
regular IRAs, Roth IRAs, rollover and Education IRAs. SEP-IRAs. These are
Simplified Employee Pensions Plan IRAs for small business owners or
self-employed individuals.
403(b)(7) Custodial Plans. These are tax deferred plans for employees of
eligible tax-exempt organizations, such as schools, hospitals and charitable
organizations. 401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and
self-employed individuals.
Please call the Distributor for OppenheimerFunds retirement plan
documents, which include applications and important plan information.
How to Sell Shares
You can sell (redeem) 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 in proper form (which means that it must comply
with the procedures described below) and is accepted by the Transfer Agent. The
Fund lets you sell your shares by writing a letter, by using the Fund's
checkwriting privilege or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis. 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
account, please call the Transfer Agent first, at 1.800.525.7048, for
assistance.
Certain Requests Require a Signature Guarantee. To protect you and the Fund from
fraud, the following redemption requests must be in writing and must include a
signature guarantee (although there may be other situations that also require a
signature guarantee):
o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the
account statement o The redemption check is not sent to the address of
record on your account statement o Shares are being transferred to a
Fund account with a different owner or name o Shares are being redeemed
by someone (such as an Executor) other than the owners listed in the
account registration.
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a
guarantee of your signature by a number of financial institutions, including:
o a U.S. bank, trust company, credit union or savings association, or
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or
government securities, or
o a U.S. national securities exchange, a registered securities association or a
clearing agency.
If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the
signature.
Retirement Plan Accounts. There are special procedures to sell shares in
an OppenheimerFunds retirement plan account. Call the Transfer Agent for a
distribution request form. Special income tax withholding requirements apply to
distributions from retirement plans. You must submit a withholding form with
your redemption request to avoid delay in getting your money and if you do not
want tax withheld. If your employer holds your retirement plan account for you
in the name of the plan, you must ask the plan trustee or administrator to
request the sale of the Fund shares in your plan account.
Sending Redemption Proceeds by Wire. While the Fund normally sends your money by
check, you can arrange to have the proceeds of the shares you sell sent by
Federal Funds wire to a bank account you designate. It must be a commercial bank
that is a member of the Federal Reserve wire system. The minimum redemption you
can have sent by wire is $2,500. There is a $10 fee for each wire. To find out
how to set up this feature on your account or to arrange a wire, call the
Transfer Agent at 1.800.852.8457.
HOW DO YOU SELL SHARES BY MAIL? Write a letter to the Transfer Agent 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 listed in the
account statement, and
o Any special documents requested by the Transfer Agent to assure proper
authorization of the person asking to sell the shares (such as Letters
Testamentary of an Executor).
Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
Send courier or express mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption price
calculated on a particular business day, the Transfer Agent must receive your
call 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 account 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
o The check for proceeds of telephone redemptions will be payable to
the shareholder(s) of record and will be sent to the address of record
for the account.
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.
Are There Limits On Amounts Redeemed By Telephone?
TelephoneRedemptions Paid by Check. Up to $100,000 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.
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 transfer to your bank is initiated on
the business day after the redemption. You do not receive dividends on the
proceeds of the shares you redeemed while they are waiting to be transferred.
CHECKWRITING. To write checks against your Fund account, request that privilege
on your account Application, or contact the Transfer Agent for signature cards.
They 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. If you previously signed a signature card to
establish checkwriting in another Oppenheimer fund, simply call 1.800.525.7048
to request checkwriting for an account in this Fund with the same registration
as the other account.
o Checks can be written to the order of whomever you wish but may not be cashed
at the bank the checks are payable through or the Fund's custodian bank. o
Checkwriting privileges are not available for accounts holding shares that are
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 payments within the prior 10 days.
o Don't use your checks if you changed your Fund account number, until you
receive new checks.
CAN YOU SELL 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. If your shares are held in the
name of your dealer, you must redeem them through your dealer.
Will I Pay a Sales Charge When I Sell My Shares? The Fund does not charge a fee
when you redeem shares of this Fund that you bought directly or by reinvesting
dividends or distributions from this Fund or another Oppenheimer fund.
Generally, you will not pay a fee when you redeem shares of this Fund you bought
by exchange of shares of another Oppenheimer fund. However,
o if you bought shares of this Fund by exchanging Class A shares of another
Oppenheimer fund that you bought subject to the Class A contingent deferred
sales charge, and
o those shares are still subject to the Class A contingent deferred sales charge
when you exchange them into this Fund, then
o you will pay the contingent deferred sales charge if you redeem those shares
from this Fund within 18 months of the purchase date of the shares of the Fund
you exchanged.
How to Exchange Shares
Shares of the Fund may be exchanged for Class A shares of certain Oppenheimer
funds. 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 whose shares you
purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus. Shares
of a particular class of an Oppenheimer fund may be exchanged only for shares of
the same class in other Oppenheimer funds. For example, you can exchange shares
of this Fund only for Class A shares of another fund, and you can exchange only
Class A shares of another Oppenheimer fund for shares of this Fund.
You may pay a sales charge when you exchange shares of this Fund.
Because shares of this Fund are sold without sales charge, in some cases you may
pay a sales charge when you exchange shares of this Fund for shares of other
Oppenheimer funds that are sold subject to a sales charge. You will not pay a
sales charge when you exchange shares of this Fund purchased by reinvesting
dividends or distributions from this Fund or other Oppenheimer funds (except
Oppenheimer Cash Reserves), or when you exchange shares of this Fund purchased
by exchange of shares of an eligible fund on which you paid a sales charge.
For tax purposes, exchanges of shares involve a sale of the shares of
the fund you own and a purchase of the shares of the other fund, which may
result in a capital gain or loss. Since shares of this Fund normally maintain a
$1.00 net asset value, in most cases you should not realize a capital gain or
loss when you sell or exchange your shares.
You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or obtain one by calling a
service representative at 1.800.525.7048. That list can change from time to
time.
HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by
telephone:
Written Exchange Requests. Complete an OppenheimerFunds Exchange Request form,
signed by all owners of the account. Send it to the Transfer Agent at the
address on the Back Cover.
TelephoneExchange 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.
ARE THERE LIMITATIONS ON EXCHANGES? 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 conforms to the policies described above. It must be
received 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 exchange. For example, the receipt of the multiple exchange
requests from a "market timer" might require a fund to sell securities
at a disadvantageous time and/or price.
o Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange
request that it believes 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. The Fund will provide you notice whenever it is required to
do so by applicable law, but it may impose changes at any time for
emergency purposes.
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
More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be suspended
by the Board of Directors at any time the Board believes it is in the Fund's
best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be
modified,
suspended or terminated by the Fund at any time. If an account has more than one
owner, the Fund and the Transfer Agent may rely on the instructions of any one
owner. Telephone privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent receives
cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions. It 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. The Transfer Agent and the Fund will not be liable for
losses or expenses arising out of telephone instructions reasonably believed to
be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the Transfer
Agent in its discretion may waive certain of the requirements for redemptions
stated in this Prospectus.
Dealers that can perform account transactions for their clients by participating
in NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of the
Fund if the dealer performs any transaction erroneously or improperly.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check, by AccountLink or by Federal Funds wire (as elected by the shareholder)
within seven days after the Transfer Agent receives redemption instructions in
proper form. However, under unusual circumstances determined by the Securities
and Exchange Commission, payment may be delayed or suspended. For accounts
registered in the name of a broker-dealer, payment will normally be forwarded
within three business days after redemption.
The Transfer Agent may delay forwarding a check or processing a payment via
AccountLink or Federal Funds wire 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 Federal Funds wire or certified check, or arrange with your bank to provide
telephone or written assurance to the Transfer Agent that your purchase payment
has cleared.
"Backup Withholding" of Federal income tax may be applied against taxable
dividends,
distributions and redemption proceeds (including exchanges) if you fail to
furnish the Fund your correct, certified Social Security or Employer
Identification Number when you sign your application, or if you under-report
your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will mail
only one copy of each prospectus, annual and semi-annual report to shareholders
having the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through reduced
mailing expense.
If you want to receive multiple copies of these materials, you may call
the Transfer Agent at 1.800.525.7048. You may also notify the Transfer Agent in
writing. Individual copies of prospectuses and reports will be sent to you
within 30 days after the Transfer Agent receives your request to stop
householding.
Dividends and Tax Information
DIVIDENDS. The Fund intends to declare dividends from net investment income each
regular business day and to pay those dividends to shareholders monthly on a
date selected by the Board of Directors. To maintain a net asset value of $1.00
per share, the Fund might withhold dividends or make distributions from capital
or capital gains. Daily dividends will not be declared or paid on newly
purchased shares until Federal Funds are available to the Fund from the purchase
payment for such shares.
CAPITAL GAINS. The Fund normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Fund does not seek capital
gains, it could realize capital gains on the sale of portfolio securities. If it
does, it may make distributions out of any net short-term or long-term capital
gains in December of each year. The Fund may make supplemental distributions of
dividends and capital gains following the end of its fiscal year.
WHAT ARE YOUR CHOICES FOR RECEIVING DISTRIBUTIONS? When you open your account,
specify on your application how you want to receive your dividends and
distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all dividends
and capital gains distributions in additional shares of the Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
distributions (dividends, short-term capital gains or long-term capital gains
distributions) in the Fund while receiving the other types of distributions by
check or having them sent to your bank account through AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
dividends and capital gains distributions or have them sent to your bank through
AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
reinvest all distributions in the same class of shares of another Oppenheimer
fund account you have established.
TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Dividends paid from net investment income and short-term capital gains are
taxable as ordinary income. Long-term capital gains are taxable as long-term
capital gains when distributed to shareholders, and may be taxable at different
rates depending on how long the Fund holds the asset. It does not matter how
long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.
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. Any
long-term capital gains distributions will be separately identified in the tax
information the Fund sends you after the end of the calendar year.
Remember, There May be Taxes on Transactions. Because the Fund seeks to maintain
a stable $1.00 per share net asset value, it is unlikely that you will have a
capital gain or loss when you sell or exchange your shares. A capital gain or
loss is the difference between the price you paid for the shares and the price
you received when you sold them. Any capital gain is subject to capital gains
tax.
Returns of Capital Can Occur. 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.
This information is only a summary of certain federal income tax
information about your investment. You should consult with your tax adviser
about the effect of an investment in the Fund on your particular tax situation.
Financial Highlights
The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past fiscal 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by KPMG LLP, the Fund's independent auditors, whose
report, along with the Fund's financial statements, is included in the Statement
of Additional Information, which is available on request.
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
JULY 31, DEC. 31,
2000 1999 1998 1997 1996(1) 1995
========================================================================================================================
<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 .05 .05 .05 .05 .03 .05
Dividends and/or distributions to shareholders (.05) (.05) (.05) (.05) (.03) (.05)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
======================================================================
========================================================================================================================
TOTAL RETURN(2) 5.38% 4.61% 5.03% 4.83% 2.80% 5.40%
------------------------------------------------------------------------------------------------------------------------
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions) $1,812 $1,496 $1,195 $1,014 $1,102 $818
------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $1,712 $1,371 $1,114 $1,011 $ 901 $855
------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 5.27% 4.51% 4.89% 4.73% 4.68% 5.19%
Expenses 0.78% 0.78% 0.87%(4) 0.87%(4) 0.84%(4) 0.90%(4)
</TABLE>
1. For the seven months ended July 31, 1996. The Fund changed its fiscal year
end from December 31 to July 31.
2. Assumes a $1,000 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. Total returns reflect
changes in net investment income only.
3. Annualized for periods of less than one full year.
4. Expense ratio has not been grossed up to reflect the effect of expenses paid
indirectly.
22 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE>
For More Information on Oppenheimer Money Market Fund, Inc.
The following additional information about the Fund is available without charge
upon request:
STATEMENT OF ADDITIONAL INFORMATION
This document includes additional information about the Fund's investment
policies, risks, and operations. It is incorporated by reference into this
Prospectus (which means it is legally part of this Prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS
Additional information about the Fund's investments and performance is available
in the Fund's Annual and Semi-Annual Reports to shareholders. The Annual Report
includes a discussion of market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, and other information about the Fund or your account:
By Telephone:
Call OppenheimerFunds Services toll-free:
1.800.525.7048
By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
On the Internet:
You can send us a request by e-mail or read or down-load documents on the
OppenheimerFunds web site: www.oppenheimerfunds.com
You can also obtain copies of the Statement of Additional Information and other
Fund documents and reports by visiting the SEC's Public Reference Room in
Washington, D.C. (Phone 1.202.942.8090) or the EDGAR database on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment of
a duplicating fee by electronic request at the SEC's e-mail address:
[email protected], or writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to make
any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.
The Fund's shares are distributed by:
OppenheimerFunds Distributor, Inc.
SEC File No. 811-2454 (logo)
PR0200.001.1100 Printed on recycled paper
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER MONEY MARKET FUND, INC.
Graphic material included in the Prospectus of Oppenheimer Money Market
Fund, Inc.: "Annual Total Returns (% as of 12/31 each year)."
A bar chart will be included in the Prospectus of Oppenheimer Money
Market Fund, Inc. (the "Fund") depicting the annual total returns of a
hypothetical investment in shares of the Fund for each of the ten most recent
calendar years. Set forth below are the relevant data points that will appear on
the bar chart.
Calendar Oppenheimer
Year Money Market Fund, Inc.
Ended Shares
12/31/90 7.99%
12/31/91 5.87%
12/31/92 3.47%
12/31/93 2.71%
12/31/94 3.76%
12/31/95 5.40%
12/31/96 4.78%
12/31/97 4.94%
12/31/98 4.91%
12/31/99 4.71%
<PAGE>
Oppenheimer Money Market Fund, Inc.
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
Statement of Additional Information dated November 22, 2000
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated November 22, 2000. 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, by calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet web site at
www.oppenheimerfunds.com.
Contents
Page
About the Fund
Additional Information about the Fund's Investment Policies and Risks.......2
The Fund's Investment Policies.........................................2
Other Investment Strategies............................................6
Investment Restrictions................................................8
How the Fund is Managed....................................................10
Organization and History..............................................10
Directors and Officers of the Fund....................................11
The Manager...........................................................16
Performance of the Fund....................................................19
About Your Account
How To Buy Shares..........................................................21
How To Sell Shares.........................................................24
How To Exchange Shares.....................................................28
Dividends and Taxes........................................................30
Additional Information About the Fund......................................31
Financial Information About the Fund
Independent Auditors' Report...............................................32
Financial Statements.......................................................33
Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1
<PAGE>
A B O U T T H E F U N D
Additional Information About the Fund's Investment Policies and Risks
The investment objective and the principal investment policies of the Fund are
described in the Prospectus. This Statement of Additional Information contains
supplemental information about those policies and the types of securities that
the Fund's investment Manager, OppenheimerFunds, Inc. will select for the Fund.
Additional explanations are also provided about the strategies the Fund may use
to try to achieve its objective.
The Fund's Investment Policies. 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, if 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.
The Fund may sell securities prior to their maturity, to attempt to
take advantage of short-term market variations, or because of a revised credit
evaluation of the issuer or other considerations. The Fund may also do so to
generate cash to satisfy redemptions of Fund shares. In such cases, the Fund may
realize a capital gain or loss on the security.
Ratings of Securities -- Portfolio Quality, Maturity 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 that Rule, the Fund may purchase only those
securities that the Manager, under Board-approved procedures, has determined
have minimal credit risks and are "Eligible Securities." The rating restrictions
described in the Prospectus and this Statement of Additional Information do not
apply to banks in which the Fund's cash is kept.
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." That term is defined in Rule 2a-7 and they
are referred to as "Rating Organizations" in this Statement of Additional
Information. 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 that have been rated in the highest
rating category for short-term debt obligations by at least two Rating
Organizations. If only one Rating Organization has rated a particular security,
it must have been rated in the highest rating category 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 total assets
in "Second Tier Securities." Those are Eligible Securities that are not "First
Tier Securities." In addition, the Fund may not invest more than:
o 5% of its total assets in the securities of any one issuer (other
than the U.S. Government, its agencies or instrumentalities) or o 1% of
its total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer.
Under Rule 2a-7, the Fund must maintain a dollar-weighted average
portfolio maturity of not 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.
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, 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.
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. In making that determination, the Board may take
into consideration default insurance coverage that the Fund shares with other
money market funds managed by the Manager and an affiliate. If such coverage is
available for a portion of the loss caused by the default and the security can
only be sold at a depressed price, the Board may determine it is in the Fund's
best interests not to sell that defaulted security. In that case, retention of
the security would not violate Rule 2a-7. Due to coverage limits, exclusions and
deductibles, there can be no assurance of the adequacy or availability of
insurance coverage in the event a security is in default.
The Rating Organizations currently designated as nationally-recognized
statistical rating organizations by the Securities and Exchange Commission are
Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch, Inc., and
Thomson BankWatch, Inc. Appendix A to this Statement of Additional Information
contains descriptions of the rating categories of those Rating Organizations.
Ratings at the time of purchase will determine whether securities may be
acquired under the restrictions described above.
U.S. Government Securities. U.S. Government Securities are obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. They include Treasury Bills (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 backed by the full faith and credit of the
United States. Some, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), 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
purchaser must look principally to the agency issuing the obligation for
repayment and may not be able to assert a claim against the United States if the
issuing 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 Freddie Mac. Timely payment of principal and
interest on Ginnie Mae pass-throughs is guaranteed by the full faith and credit
of the United States. 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 security is the "collateralized
mortgage obligation." It is similar to a conventional bond and is secured by
groups of individual mortgages.
Time Deposits and Other Bank Obligations. The types of "banks" whose
securities the Fund may buy include commercial banks, savings banks, and savings
and loan associations, which may or may not be members of the Federal Deposit
Insurance Corporation. The Fund may also buy securities of "foreign banks" that
are:
o foreign branches of U.S. banks ( which may be issuers of "Eurodollar" money
market instruments),
o U.S. branches and agencies of foreign banks (which may be issuers of "Yankee
dollar" instruments), or
o foreign branches of foreign banks.
The Fund may invest in fixed time deposits. These 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
investments in time deposits that are subject to penalties (other than time
deposits maturing in less than 7 days) are subject to the 10% investment
limitation for investing in illiquid securities, set forth in "Illiquid and
Restricted Securities" in the Prospectus.
The Fund will buy bank obligations only from a domestic bank with total
assets of at least $2.0 billion or from a foreign bank with total assets of at
least $30.0 billion. Those asset requirements apply only at the time the
obligations are acquired.
Insured Bank Obligations. The Federal Deposit Insurance Corporation
insures the deposits of banks and savings and loan associations 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.
Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth in the
Prospectus as to investments in illiquid securities. If the Fund invests in bank
loan participation agreements, they are not expected to exceed 5% of the Fund's
total assets. Participation agreements provide an undivided interest in a loan
made by the bank issuing the participation interest in the proportion that the
buyer's investment bears to the total principal amount of the loan. Under this
type of arrangement, the issuing bank may have no obligation to the buyer other
than to pay 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.
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. They 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.
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 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.
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. 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. 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. These
entities must meet the credit requirements set forth by the Fund's Board of
Directors from time to time.
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. 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.
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. The Manager will monitor the
vendor's creditworthiness to confirm that the vendor is financially sound and
will continuously monitor the collateral's value. However, if the vendor fails
to pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay in
its ability to do so.
Other Investment Strategies
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 90-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 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.
Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions. These loans are limited to not more than 10% of the
value of the Fund's total assets and are subject to other conditions described
below. 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 Fund's total assets.
The Fund may receive collateral for a loan. Under current applicable
regulatory requirements (which are subject to change), on each business day the
loan collateral must be at least equal to the market value of the loaned
securities. The collateral 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.
When it lends securities, 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. It may also receive negotiated loan fees and 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.
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.
Illiquid securities the Fund can buy include issues that may be
redeemed only 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.
There are restricted securities that are not illiquid that the Fund can
buy. They 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. Illiquid securities include repurchase agreements maturing in
more than 7 days, or certain participation interests other than those with puts
exercisable within 7 days.
Investment Restrictions
What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be changed
only by the vote of a "majority" of the Fund's outstanding voting securities.
Under the Investment Company Act, a "majority" vote is defined as the vote of
the holders of the lesser of:
o 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 represented by proxy, or o more than 50% of the
outstanding shares.
The Fund's investment objective is a fundamental policy. Other policies
described in the Prospectus or this Statement of Additional Information are
"fundamental" only if they are identified as such. The Fund's Board of Directors
can change non-fundamental policies without shareholder approval. However,
significant changes to investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional Information, as
appropriate. The Fund's most significant investment policies are described in
the Prospectus.
Does the Fund Have Additional Fundamental Policies? The following
investment restrictions are fundamental policies of the Fund:
o The Fund cannot invest more than 5% of its total assets in securities
of any issuer (except the U.S. Government or its agencies or instrumentalities).
o The Fund cannot 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 Fund's investments in U.S. government securities and bank obligations
described in the prospectus are not included in this limitation.
o The Fund cannot make loans, except through the purchase of the types
of debt securities described in the Prospectus or through repurchase agreements;
the Fund may also lend securities as described under "Loans of Portfolio
Securities" in this Statement of Additional Information.
o The Fund cannot 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.
o The Fund cannot 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.
o The Fund cannot invest in commodities or commodity contracts or
invest in interests in oil, gas, or other mineral exploration or mineral
development programs.
o The Fund cannot invest in real estate. However, the Fund may purchase
commercial paper issued by companies which invest in real estate or interests in
real estate.
o The Fund cannot purchase securities on margin or make short sales of
securities.
o The Fund cannot 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;
o The Fund cannot underwrite securities of other companies.
o The Fund cannot invest in securities of other investment companies.
The Fund cannot issue "senior securities," but this does not prohibit
certain investment activities for which assets of the Fund are designated as
segregated, or margin, collateral or escrow arrangements are established, to
cover the related obligations. Examples of those activities include borrowing
money, reverse repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, and contracts to buy or sell
derivatives, hedging instruments, options or futures.
Unless the Prospectus or this Statement of Additional Information
states that a percentage restriction applies on an ongoing basis, it applies
only at the time the Fund makes an investment. 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.
For purposes of the Fund's policy not to concentrate its investments in
securities of issuers, 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. The Fund is a corporation organized 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.
The Fund has a single class of shares of stock. While that class has no
designation, it is deemed to be the equivalent of Class A for the purposes of
the shareholder account policies that apply to Class A shares of the Oppenheimer
Funds. Shares of the Fund are freely transferable. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally on matters
submitted to a vote of shareholders. There are no preemptive or conversion
rights and shares participate equally in the assets of the Fund upon
liquidation.
o Meetings of Shareholders. 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. If the Directors receive a request from at least 10
shareholders 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. The shareholders making
the request must have been shareholders for at least six months and must hold
shares of the Fund valued at $25,000 or more or constituting at least 1% of the
Fund's outstanding shares, whichever is less, The Directors may take such other
action as is permitted under 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. None of the Fund's Directors are deemed to be "interested persons"
of the Fund under the Investment Company Act. All of the Directors are trustees
or directors of the following NewYork-based Oppenheimer funds:
Oppenheimer California Municipal Fund Oppenheimer International
Small Company Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Large Cap Growth Fund
Oppenheimer Capital Preservation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund Oppenheimer Municipal Bond Fund
Oppenheimer Enterprise Fund Oppenheimer New York Municipal Fund
Oppenheimer Europe Fund Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund Oppenheimer U.S. Government Trust
Oppenheimer Global Growth &
Income Fund Oppenheimer Trinity Core Fund
Oppenheimer Gold & Special
Minerals Fund Oppenheimer Trinity Growth Fund
Oppenheimer Growth Fund Oppenheimer Trinity Value Fund
Oppenheimer International Growth Fund Oppenheimer World Bond Fund
Ms. Macaskill and Messrs. Bishop, Wixted, 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 October 31, 2000, the
Directors and officers of the Fund as a group owned less than 1% of the
outstanding shares of the Fund. The foregoing statement does not reflect
ownership of shares held of record by an employee benefit plan for employees of
the Manager, other than the shares beneficially owned under that plan by the
officers of the Fund listed below. Ms. Macaskill and Mr. Donohue are trustees of
that plan.
Leon Levy, Chairman of the Board of Directors, Age: 75.
280 Park Avenue, New York, NY 10017
General Partner of Odyssey Partners, L.P. (investment partnership) (since 1982)
and Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Director, Age: 67.
19750 Beach Road, Jupiter, FL 33469
A Trustee or Director of other Oppenheimer funds. Formerly he held the following
positions: Vice Chairman of the Manager, OppenheimerFunds, Inc. (October 1995 -
December 1997); Executive Vice President of the Manager (December 1977 - October
1995); Executive Vice President and a director (April 1986 - October 1995) of
HarbourView Asset Management Corporation, an investment advisor subsidiary of
the Manager.
Benjamin Lipstein, Director, Age: 77.
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
Elizabeth B. Moynihan, Director, Age: 71.
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institute), Executive Committee of Board of Trustees of the
National Building Museum; a member of the Trustees Council, Preservation League
of New York State.
Kenneth A. Randall, Director, Age: 73.
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and oil & gas producer), and Prime Retail,
Inc. (real estate investment trust); formerly President and Chief Executive
Officer of The Conference Board, Inc. (international economic and business
research) and a director of Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American Manufacturers Mutual Insurance Company.
Edward V. Regan, Director, Age: 70.
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 director of RBAsset
(real estate manager); a director of OffitBank; Trustee, Financial Accounting
Foundation (FASB and GASB); President, Baruch College of the City University of
New York; formerly New York State Comptroller and trustee, New York State and
Local Retirement Fund.
Russell S. Reynolds, Jr., Director, Age: 68.
8 Sound Shore Drive, Greenwich, Connecticut 06830
Chairman of The Directorship Search Group, Inc. (corporate governance consulting
and executive recruiting); a director of Professional Staff Limited (a U.K.
temporary staffing company); a life trustee of International House (non-profit
educational organization), and a trustee of the Greenwich Historical Society.
Donald W. Spiro, Vice Chairman of the Board of Directors, Age: 74.
399 Ski Trail, Smoke Rise, New Jersey 07405
Formerly he held the following positions: Chairman Emeritus (August 1991 -
August 1999), Chairman (November 1987 - January 1991) and a director (January
1969 - August 1999) of the Manager; President and Director of the Distributor
(July 1978 - January 1992).
Clayton K. Yeutter, Director, Age: 69.
10475 E. Laurel Lane, Scottsdale, Arizona 85259
Of Counsel, Hogan & Hartson (a law firm); a director of Zurich Financial
Services (financial services), Zurich Allied AG and Allied Zurich p.l.c.
(insurance investment management); Caterpillar, Inc. (machinery), ConAgra, Inc.
(food and agricultural products), Farmers Insurance Company (insurance), FMC
Corp. (chemicals and machinery) and Texas Instruments, Inc. (electronics);
formerly (in descending chronological order), Counsellor to the President (Bush)
for Domestic Policy, Chairman of the Republican National Committee, Secretary of
the U.S. Department of Agriculture, U.S. Trade Representative.
Bridget A. Macaskill*, President, Age: 51.
Two World Trade Center, New York, New York 10048-0203
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director (since December 1994).of the Manager; President, Chief Executive
Officer and a director (since March 2000) of OFI Private Investments, Inc., an
investment adviser subsidiary of the Manager; Chairman and a director of
Shareholder Services, Inc. (since August 1994) and Shareholder Financial
Services, Inc. (since September 1995), transfer agent subsidiaries of the
Manager; President (since September 1995) and a director (since October 1990) of
Oppenheimer Acquisition Corp., the Manager's parent holding company; President
(since September 1995) and a director (since November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of the Manager;
President and a director (since October 1997) of OppenheimerFunds International
Ltd., an offshore fund management subsidiary of the Manager and of Oppenheimer
Millennium Funds plc; a director of HarbourView Asset Management Corporation
(since July 1991) and of Oppenheimer Real Asset Management, Inc. (since July
1996), investment adviser subsidiaries of the Manager; a director (since April
2000) of OppenheimerFunds Legacy Program, a charitable trust program established
by the Manager; a director of Prudential Corporation plc (a U.K. financial
service company); President and a trustee of other Oppenheimer funds; formerly
President of the Manager (June 1991 - August 2000).
Carol E. Wolf, Vice President and Portfolio Manager, Age: 48.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President (since June 2000) of the Manager and of Centennial Asset
Management Corporation; an officer of other Oppenheimer funds; formerly Vice
President of the Manager (June 1990 - June 2000).
Andrew J. Donohue, Secretary, Age: 50.
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of the Manager; Executive Vice
President (since September 1993) and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director (since
September 1995) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc., of OFI Private Investments, Inc. (since March 2000), and of
PIMCO Trust Company (since May 2000); President and a director of Centennial
Asset Management Corporation (since September 1995) and of Oppenheimer Real
Asset Management, Inc. (since July 1996); Vice President and a director (since
September 1997) of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; a director (since April 2000) of OppenheimerFunds Legacy
Program, a charitable trust program established by the Manager; General Counsel
(since May 1996) and Secretary (since April 1997) of Oppenheimer Acquisition
Corp.; an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer Funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
Brian W. Wixted, Treasurer, Principal Financial and Accounting Officer, Age: 40.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
(since March 1999) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder
Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000);
Treasurer and Chief Financial Officer (since May 2000) of PIMCO Trust Company;
Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and of
Centennial Asset Management Corporation; an officer of other Oppenheimer funds;
formerly Principal and Chief Operating Officer, Bankers Trust Company - Mutual
Fund Services Division (March 1995 - March 1999); Vice President and Chief
Financial Officer of CS First Boston Investment Management Corp. (September 1991
- March 1995).
Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate General Counsel (since May
1981) of the Manager, Assistant Secretary of Shareholder Services, Inc. (since
May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc (since
October 1997); an officer of other Oppenheimer funds.
Remuneration of Directors. The officers of the Fund who are affiliated
with the Manager receive no salary or fee from the Fund. The Directors of the
Fund received the compensation shown below. The compensation from the Fund was
paid during its fiscal year ended July 31, 2000. The compensation from all of
the New York-based Oppenheimer funds includes the Fund and is compensation
received as a director, trustee or member of a committee of the Board during the
calendar year 1999.
<TABLE>
<CAPTION>
Total
Retirement Compensation
Benefits from all
Aggregate Accrued New York-Based
Director's Compensation as Fund Oppenheimer Funds2
Name and Position from Fund1 Expenses (29 Funds)
<S> <C> <C> <C>
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Leon Levy $24,912 $ 11,486 $166,700
Chairman
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Robert G. Galli3 $8,174 0 $177,715
Study Committee Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Benjamin Lipstein $22,814 $11,209 $144,100
Study Committee
Chairman Audit Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Elizabeth B. Moynihan $11,742 $3,568 $101,500
Study Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Kenneth A. Randall $14,143 $6,726 $93,100
Audit Committee
Chairman
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Edward V. Regan $7,417 0 $92,100
Proxy Committee Chairman,
Audit Committee Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Donald W. Spiro $3,150 0 $10,250
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Russell S. Reynolds, Jr. $7,773 $2,224 $68,900
Proxy Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Clayton K. Yeutter4 $4,943 0 $51,675
Proxy Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
</TABLE>
(1) Aggregate compensation includes fees, deferred compensation, if any, and
retirement plan benefits accrued for a Director.
(2) For the 1999 calendar year.
(3) Total compensation for the 1999 calendar year includes compensation received
for serving as trustee (director) of ten other Oppenheimer funds.
(4) Includes $989 deferred under Deferred Compensation Plan described below.
Deferred Compensation Plan for Directors. The Board of Directors has
adopted a Deferred Compensation Plan for disinterested directors that enables
them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation deferred by
a Director is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Director.
The amount paid to the Director under this plan will be determined based upon
the performance of the selected funds.
Deferral of Directors' fees under this plan will not materially affect
the Fund's assets, liabilities or net income per share. This plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order issued by
the Securities and Exchange Commission, the Fund may invest in the funds
selected by the Director under this plan without shareholder approval for the
limited purpose of determining the value of the Directors' deferred fee
accounts.
Retirement Plan for Directors. The Fund has adopted a retirement plan
that provides for payment to retired Directors. Payments are up to 80% of the
average compensation paid during a Director's five years of service in which the
highest compensation was received. A Director must serve as trustee or director
for any of the New York-based Oppenheimer funds for at least 15 years to be
eligible for the maximum payment. Each Director's retirement benefits will
depend on the amount of the Director's future compensation and length of
service. Therefore, the amount of those benefits cannot be determined at this
time, nor can we estimate the number of years of credited service that will be
used to determine those benefits.
Major Shareholders. As of October 31, 2000, the only person who owned
of record or was known by the Fund to own beneficially 5% or more of the Fund's
outstanding shares was the Manager (OppenheimerFunds, Inc.) which owned
126,143,737.13 shares (which was 6.80% of the outstanding shares of the Fund on
that date), for its own account.
The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company.
|X| Code of Ethics. The Fund, the Manager and the Distributor have a
Code of Ethics. It is designed to detect and prevent improper personal trading
by certain employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Covered persons include
persons with knowledge of the investments and investment intentions of the Fund
and other funds advised by the Manager. The Code of Ethics does permit personnel
subject to the Code to invest in securities, including securities that may be
purchased or held by the Fund, subject to a number of restrictions and controls.
Compliance with the Code of Ethics is carefully monitored and enforced by the
Manager.
The Code of Ethics is an exhibit to the Fund's registration statement
filed with the Securities and Exchange Commission and can be reviewed and copied
at the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by calling
the SEC at 1.202.942.8090. The Code of Ethics can also be viewed as part of the
Fund's registration statement on the SEC's EDGAR database at the SEC's Internet
web site at http://www.sec.gov. Copies may be obtained, after paying a
duplicating fee, by electronic request at the following E-mail address:
[email protected] or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and the Fund. The Manager selects securities for
the Fund's portfolio and handles its day-to-day business. The agreement requires
the Manager, at its expense, to provide the Fund with adequate office space,
facilities and equipment. It also requires the Manager to provide and supervise
the activities of all administrative and clerical personnel required to provide
effective administration for the Fund. Those responsibilities include 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 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 disinterested 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. The management
fees paid by the Fund to the Manager are calculated at the rates described in
the Prospectus.
Under the investment advisory agreement, the Manager guarantees that
the total expenses of the Fund in any calendar year, exclusive of taxes,
interest and brokerage fees, shall not 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 Manager undertakes to pay or refund to the Fund any
amount by which such expenses shall exceed those limits. 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.
Fiscal Year ending Management Fee Paid to OppenheimerFunds, Inc.
7/31
1998 $4,829,036
1999 $5,854,320
2000 $7,172,648
The investment advisory agreement states that in the absence of willful
misfeasance 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. That recommendation must
have been made, and such other individual, firm or corporation must have been
selected, with due care and in good faith. However, the Manager is not excused
from liability for its 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.
The Distributor. Under its General Distributor's Agreement with the
Fund, OppenheimerFunds Distributor, Inc., a subsidiary of the Manager, acts as
the Fund's principal underwriter and Distributor in the continuous public
offering of the Fund's shares. The Distributor is not obligated to sell a
specific number of shares. The Distributor bears the expenses normally
attributable to sales, including advertising and the cost of printing and
mailing prospectuses, other than those furnished to existing shareholders.
Portfolio Transactions. Portfolio decisions are based upon recommendations and
judgment of the Manager subject to the overall authority of the Board of
Directors. Most purchases made by the Fund are principal transactions at net
prices, so 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 the Manager determines
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.
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. Investment
research services may be supplied to the Manager by a third party at the
instance of a broker through which trades are placed. It may include 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. That research provides
additional views and comparisons for consideration, and helps the Manager obtain
market information for the valuation of securities held in the Fund's portfolio
or being considered for purchase.
Subject to applicable rules covering the Manager's activities in this
area, sales of shares of the Fund and/or the other investment companies managed
by the Manager or distributed by the Distributor may also be considered as a
factor in the direction of transactions to dealers. That must be done 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
Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its performance. These terms include "yield," "compounded effective
yield" and "average annual total return." An explanation of how yields and total
returns are calculated is set forth below. The charts below show the Fund's
performance as of the Fund's most recent fiscal year end. You can obtain current
performance information by calling the Fund's Transfer Agent at 1-800-525-7048
or by visiting the OppenheimerFunds Internet web site at
http://www.oppenheimerfunds.com.
The Fund's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. If the fund shows total returns in addition to its yields, the
returns must be for the 1-, 5- and 10-year periods ending as of the most recent
calendar quarter prior to the publication of the advertisement (or its
submission for publication).
Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparisons with other
investments:
o Yields and total returns measure the performance of a hypothetical
account in the Fund over various periods and do not show the
performance of each shareholder's account. Your account's performance
will vary from the model performance data if your dividends are
received in cash, or you buy or sell shares during the period, or you
bought your shares at a different time than the shares used in the
model. o An investment in the Fund is not insured by the FDIC or any
other government agency. o The Fund's yield is not fixed or guaranteed
and will fluctuate.
o Yields and total returns for any given past period represent
historical performance information and are not, and should not be
considered, a prediction of future yields or returns.
o Yields. The Fund's current 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
(1) adding 1 to the base period return (obtained as described above),
(2) raising the sum to a power equal to 365 divided by 7, and (3)
subtracting 1 from the result.
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. 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. Therefore, the return on dividends declared during a period may not
be the same on an annualized basis as the yield for that period.
Total Return Information. There are different types of "total returns"
to measure the Fund's performance. Total return is the change in value of a
hypothetical investment in the Fund over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares
and that the investment is redeemed at the end of the period. The cumulative
total return measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Fund uses standardized calculations for its total
returns as prescribed by the SEC. The methodology is discussed below.
o Average Annual Total Return. The "average annual total return" of
each class is an average annual compounded rate of return for each year in a
specified number of years. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below) held
for a number of years ("n") to achieve an Ending Redeemable Value ("ERV" in the
formula) of that investment, according to the following formula:
1/N
( ERV )
( ----- ) - 1 = Average Annual Total Return
( P )
o Cumulative Total Return. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as average
annual total return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV - P
________ = Total Return
P
Yield Compounded Effective Average Annual Total Returns (at 7/31/00)
(7 days ende Yield
7/31/00) (7 days ended
7/31/00)
1-Year 5 Years 10 Years
5.90% 6.07% 5.38% 4.97% 4.71%
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
metropolitan areas. When comparing the Fund's yield with that of other
investments, investors 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 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.
They 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.
A B O U T Y O U R A C C O U N T
How to Buy Shares
AccountLink. When shares are purchased through AccountLink, each purchase must
be at least $25.00. Shares will be purchased on the regular business day the
Distributor is instructed to initiate the Automated Clearing House ("ACH")
transfer to buy shares. Dividends will begin to accrue on shares purchased by
the proceeds of ACH transfers on the business day the Fund receives Federal
Funds for the purchase through the ACH system before the close of The New York
Stock Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days. If Federal Funds are received on a business day after the close
of the Exchange, the shares will be purchased and dividends will begin to accrue
on the next regular business day. The proceeds of ACH transfers are normally
received by the Fund 3 days after the transfers are initiated. The Distributor
and the Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly
from a bank account, you must enclose a check (the minimum is $25) for the
initial purchase with your application. Shares purchased by Asset Builder Plan
payments from bank accounts are subject to the redemption restrictions for
recent purchases described in the Prospectus. Asset Builder Plans are available
only if your bank is an ACH member. Asset Builder Plans may not be used to buy
shares for OppenheimerFunds employer-sponsored qualified retirement accounts.
Asset Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use
their account to make 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 debited automatically. Normally the debit will
be made two business days prior to the investment dates you select on your
Application. Neither the Distributor, the Transfer Agent nor the Fund shall be
responsible for any delays in purchasing shares that result from delays in ACH
transmission.
Before you establish Asset Builder payments, you should obtain a
prospectus of the selected fund(s) from your financial advisor (or the
Distributor) and request an application from the Distributor. Complete the
application and return it. You may change the amount of your Asset Builder
payment or your can terminate these automatic investments at any time by writing
to the Transfer Agent. The Transfer Agent requires a reasonable period
(approximately 10 days) after receipt of your instructions to implement them.
The Fund reserves the right to amend, suspend, or discontinue offering Asset
Builder plans at any time without prior notice.
The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for
which the Distributor acts as the distributor or the sub-Distributor and include
the following:
<PAGE>
Oppenheimer Bond Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Limited Term New York Municipal Fund
Rochester Fund Municipals
<PAGE>
and the following money market 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
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
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, Martin Luther King Jr. 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 adopted the amortized cost method to
value the Fund's portfolio securities. Under the amortized cost method, a
security is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of the
impact of fluctuating interest rates on the market value of the security. This
method does not take into consideration any unrealized capital gains or losses
on securities. While this method provides certainty in valuing securities, in
certain periods the value of a security determined by amortized cost may be
higher or lower than the price the Fund would receive if it sold the security.
The Fund's Board of Directors has established procedures reasonably
designed to stabilize the Fund's net asset value at $1.00 per share. Those
procedures include a review of the Fund's portfolio holdings by the Board of
Directors, at intervals it deems appropriate, to determine whether the Fund's
net asset value calculated by using available market quotations deviates from
$1.00 per share based on amortized cost.
The Board of Directors will examine the extent of any deviation between
the Fund's net asset value based upon available market quotations and amortized
cost. If the Fund's net asset value were to deviate from $1.00 by more than
0.5%, Rule 2a-7 requires the Board of Directors to consider what action, if any,
should be taken. If they find that the extent of the deviation may cause a
material dilution or other unfair effects on shareholders, the Board of
Directors will take whatever steps it considers appropriate to eliminate or
reduce the dilution, including, among others, withholding or reducing dividends,
paying dividends from capital or capital gains, selling portfolio instruments
prior to maturity to realize capital gains or losses or to shorten the average
maturity of the portfolio, or calculating net asset value per share by using
available market quotations.
During periods of declining interest rates, the daily yield on shares
of the Fund may tend to be lower (and net investment income and dividends
higher) than those of a fund holding the identical investments as the Fund but
which used a method of portfolio valuation based on market prices or estimates
of market prices. During periods of rising interest rates, the daily yield of
the Fund would tend to be higher and its aggregate value lower than that of an
identical portfolio using market price valuation.
How to Sell Shares
The information below supplements the terms and conditions for redeeming shares
set forth in the Prospectus.
Checkwriting. 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 checkwriting
privileges at any time without prior notice.
In choosing to take advantage of the Checkwriting privilege, by signing
the Account Application or by completing a Checkwriting card, each individual
who signs:
(1) for individual accounts, represents that they are the registered owner(s) of
the shares of the Fund in that account;
(2) for accounts for corporations, partnerships, trusts and other entities,
represents that they are an officer, general partner, trustee or other fiduciary
or agent, as applicable, duly authorized to act on behalf of the registered
owner(s);
(3) authorizes the Fund, its Transfer Agent and any bank through which the
Fund's drafts (checks) are payable to pay all checks drawn on the Fund account
of such person(s) and to redeem a sufficient amount of shares from that account
to cover payment of each check;
(4) specifically acknowledges that if they choose to permit checks to be honored
if there is 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 the account, even if that account is registered in the
names of more than one person or more than one authorized signature appears on
the Checkwriting card or the Application, as applicable;
(5) understands that the Checkwriting privilege may be terminated or amended at
any time by the Fund and/or the Fund's bank; and (6) acknowledges and agrees
that neither the Fund nor its bank shall incur any liability for that amendment
or termination of checkwriting privileges or for redeeming shares to pay checks
reasonably believed by them to be genuine, or for returning or not paying checks
that have not been accepted for any reason.
Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds 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 by Federal Funds 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 (1) state the reason for the
distribution; (2) state the owner's awareness of tax penalties if the
distribution is premature; and (3) 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 with shares of the
Fund held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary 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 and submitted to the
Transfer Agent 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, 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. Shareholders should contact their
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. However, 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 the Exchange closes at 4:00 P.M.
Additionally, the order must have been 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. The signature(s) of the registered owner(s) on the
redemption document must be guaranteed 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
(having a value of at least $50) automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the shareholder for
receipt of the payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable to all
shareholders of record. Payments must also be sent to the address of record for
the account and the address must not have 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 may arrange to have Automatic Withdrawal Plan payments
transferred to the bank account designated on the Account Application or
signature-guaranteed instructions sent to the Transfer Agent. Shares are
normally redeemed pursuant to an Automatic Withdrawal Plan three business days
before the payment transmittal 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.
These provisions may be amended from time to time by the Fund and/or the
Distributor. When adopted, any amendments will automatically apply to existing
Plans.
Automatic Exchange Plans. Shareholders can authorize the Transfer Agent
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. Instructions should be
provided on the Account Application or signature-guaranteed instructions.
Exchanges made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and below
in this Statement of Additional Information.
Automatic Withdrawal Plans. Fund shares will be redeemed as necessary
to meet withdrawal payments. Shares acquired without a sales charge will be
redeemed first. 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 as agent for the shareholder (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent. Neither the
Transfer Agent nor the Fund shall incur any liability to the Planholder for any
action taken or not taken by the Transfer Agent in good faith to administer the
Plan. Share certificates will not be issued for shares of the Fund purchased for
and held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Fund. Any share certificates
held by a Planholder may be surrendered unendorsed to the Transfer Agent with
the Plan application so that the shares represented by the certificate may be
held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the account
may be paid in cash or reinvested.
Shares will be redeemed to make withdrawal payments 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 according to
the choice specified in writing by the Planholder. Receipt of payment on the
date selected cannot be guaranteed.
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 Planholder may terminate a Plan at any time by writing to the
Transfer Agent. The Fund may also give directions to the Transfer Agent to
terminate a Plan. The Transfer Agent will also terminate a Plan upon its receipt
of evidence satisfactory to it that the Planholder has died or is legally
incapacitated. 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. The account will continue as
a dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his or her executor or guardian,
or another 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. However, should such uncertificated shares become
exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to act
as agent in administering the Plan.
How to Exchange Shares
As stated in the Prospectus, shares of a particular class of Oppenheimer funds
having more than one class of shares may be exchanged only for shares of the
same class of other Oppenheimer funds. Shares of this Fund are deemed to be
"Class A Shares" for this purpose. You can obtain a current list of funds
showing which funds offer which classes by calling the Distributor at
1-800-525-7048.
o All of the Oppenheimer funds currently offer Class A, B and C shares except
Oppenheimer Money Market Fund, Inc., Centennial Money Market Trust, Centennial
Tax Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt
Trust, Centennial California Tax Exempt Trust, and Centennial America Fund,
L.P., which only offer Class A shares.
o Oppenheimer Main Street California Municipal Fund currently offers only Class
A and Class B shares.
o Class B and Class C shares of Oppenheimer Cash Reserves are generally
available only by exchange from the same class of shares of other Oppenheimer
funds or through OppenheimerFunds-sponsored 401 (k) plans.
o Only certain Oppenheimer funds currently offer Class Y shares. Class Y shares
of Oppenheimer Real Asset - Fund may not be exchanged for shares of any other
fund.
o Class M shares of Oppenheimer Convertible Securities Fund may be exchanged
only for Class A shares of other Oppenheimer funds. They may not be acquired by
exchange of shares of any class of any other Oppenheimer funds except Class A
shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves acquired by
exchange of Class M shares.
o Class A shares of Senior Floating Rate Fund are not available by exchange of
shares of Oppenheimer Money Market Fund or Class A shares of Oppenheimer Cash
Reserves. If any Class A shares of another Oppenheimer fund that are exchange
for Class A shares of Oppenheimer Senior Floating Rate Fund are subject to the
Class A contingent deferred sales charge of the other Oppenheimer fund at the
time of exchange, the holding period for that Class A contingent deferred sales
charge will carry over to the Class A shares of Oppenheimer Senior Floating Rate
Fund acquired in the exchange. The Class A shares of Oppenheimer Senior Floating
Rate Fund acquired in that exchange will be subject to the Class A Early
Withdrawal Charge of Oppenheimer Senior Floating Rate Fund if they are
repurchased before the expiration of the holding period.
o Class X shares of Limited Term New York Municipal Fund can be exchanged only
for Class B shares of other Oppenheimer funds and no exchanges may be made to
Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may not be exchanged for
shares of Oppenheimer Money Market Fund, Inc., Oppenheimer Cash Reserves or
Oppenheimer Limited-Term Government Fund. Only participants in certain
retirement plans may purchase shares of Oppenheimer Capital Preservation Fund,
and only those participants may exchange shares of other Oppenheimer funds for
shares of Oppenheimer Capital Preservation Fund.
Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any money market fund offered by the Distributor. 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. They may also be used to purchase shares of Oppenheimer funds subject to
an early withdrawal charge or contingent deferred sales charge.
Shares of this Fund purchased with the redemption proceeds of shares of
other mutual funds (other than funds managed by the Manager or its subsidiaries)
redeemed within the 30 days prior to that purchase may subsequently be exchanged
for shares of other Oppenheimer funds without being subject to an initial sales
charge or contingent deferred sales charge. 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 Fund shares are purchased. If requested, they
must supply proof of entitlement to this privilege.
Shares of the Fund acquired by reinvestment of dividends or
distributions from any of the other Oppenheimer funds 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.
|X| How Exchanges Affect Contingent Deferred Sales Charges. No
contingent deferred sales charge is imposed on exchanges of shares of any class
purchased subject to a contingent deferred sales charge. However, when Class A
shares acquired by exchange of Class A shares of other Oppenheimer funds
purchased subject to a Class A contingent deferred sales charge are redeemed
within 18 months of the end of the calendar month of the initial purchase of the
exchanged Class A shares, the Class A contingent deferred sales charge is
imposed on the redeemed shares. The Class B contingent deferred sales charge is
imposed on Class B shares acquired by exchange if they are redeemed within 6
years of the initial purchase of the exchanged Class B shares. The Class C
contingent deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial purchase of the
exchanged Class C shares. With respect to Class N shares, if you redeem your
shares within 18 months of the retirement plan's first purchase or the
retirement plan eliminates the Fund as a plan investment option within 18 months
of selecting the Fund, a 1% contingent deferred sales charge will be imposed on
the plan.
o Limits on Multiple Exchange Orders. 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.
o Telephone Exchange Requests. When exchanging shares by telephone, a
shareholder must have an existing account in, the fund to which the exchange is
to be made. Otherwise, the investor must obtain a prospectus of that fund before
the exchange request may be submitted. 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.
|X| Processing 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 Fund may refuse the
request. When you exchange some or all of your shares from one fund to another,
any special account feature such as an Asset Builder Plan or Automatic
Withdrawal Plan, will be switched to the new fund account unless you tell the
Transfer Agent not to do so. However, special redemption and exchange features
such as Automatic Exchange Plans and Automatic Withdrawal Plans cannot be
switched to an account in Oppenheimer Senior Floating Rate Fund.
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.
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks. 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 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 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. It if does not, the Fund must pay an
excise tax on the amounts not distributed. It is presently anticipated that the
Fund will meet those requirements. However, 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 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. The Fund's dividends will not be eligible for the
dividends-received deduction for corporations.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on amounts
paid by it as dividends and distributions. That qualification enables the Fund
to "pass through" its income and realized capital gains to shareholders without
having to pay tax on them. The Fund qualified as a regulated investment company
in its last fiscal year and intends to qualify in future years, but reserves the
right not to qualify. The Internal Revenue Code contains a number of complex
tests to determine whether the Fund qualifies. The Fund might not meet those
tests in a particular year. If it does not qualify, the Fund will be treated for
tax purposes as an ordinary corporation and will receive no tax deduction for
payments of dividends and distributions made 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 Class A shares of
any of the other Oppenheimer funds listed above. Reinvestment will be made at
net asset value without sales charge. To elect this option, the shareholder must
notify the Transfer Agent in writing and must have an existing account in the
fund selected for reinvestment. Otherwise, the shareholder first 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 certain other Oppenheimer funds
may be invested in shares of this Fund on the same basis.
Additional Information About the Fund
The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a
division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders of the Fund. It also handles
shareholder servicing and administrative functions. It is paid on a "at-cost"
basis.
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. 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. KPMG LLP are the independent auditors of the Fund. They
audit the Fund's financial statements and perform other related audit services.
They also act as auditors for certain other funds advised by the Manager and its
affiliates.
<PAGE>
INDEPENDENT AUDITORS' REPORT
================================================================================
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
OPPENHEIMER MONEY MARKET FUND, INC.:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Oppenheimer Money Market Fund, Inc. as of July
31, 2000, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year period
then ended and the financial highlights for each of the years in the four-year
period then ended, the seven-month period ended July 31, 1996, and the year
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 auditing standards generally
accepted in the United States of America. 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, 2000, 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, 2000, the results
of its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the four-year period then ended, the
seven-month period ended July 31, 1996, and the year ended December 31, 1995, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
August 21, 2000
<PAGE>
STATEMENT OF INVESTMENTS July 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================
<S> <C> <C>
DIRECT BANK OBLIGATIONS--2.7%
-----------------------------------------------------------------------------------
Bank of America N.A.:
6.64%, 10/2/00 $11,000,000 $ 11,000,000
-----------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce:
6.66%, 10/18/00 38,000,000 38,000,000
-------------
Total Direct Bank Obligations 49,000,000
===================================================================================
LETTERS OF CREDIT--9.9%
-----------------------------------------------------------------------------------
Abbey National plc, guaranteeing commercial
paper of Abbey National North America:
6.52%, 10/24/00 20,000,000 19,695,733
-----------------------------------------------------------------------------------
ABN Amro Bank NV, guaranteeing commercial
paper of LaSalle Bank NA:
6.78%, 8/30/00 30,000,000 30,000,000
-----------------------------------------------------------------------------------
Barclays Bank plc, guaranteeing commercial
paper of Banco del Istmo SA:
6.60%, 8/18/00 10,000,000 9,968,833
-----------------------------------------------------------------------------------
Credit Local de France, guaranteeing commercial
paper of Dexia CLF Finance Co.:
6.59%, 9/13/00(1) 20,000,000 19,842,572
6.60%, 9/15/00(1) 20,000,000 19,835,000
-----------------------------------------------------------------------------------
Credit Suisse First Boston, guaranteeing commercial
paper of Credit Suisse First Boston, Inc.:
6.60%, 9/15/00(1) 10,000,000 9,917,500
-----------------------------------------------------------------------------------
Deutsche Bank AG, guaranteeing commercial
paper of Deutsche Bank Financial, Inc.:
6.59%, 9/15/00 5,000,000 4,958,813
-----------------------------------------------------------------------------------
First Union Corp., guaranteeing commercial
paper of First Union National Bank:
6.62%, 5/17/01(2) 35,000,000 35,000,000
-----------------------------------------------------------------------------------
Keycorp, guaranteeing commercial paper
of Key Bank NA:
6.62%, 5/11/01(2) 10,000,000 9,998,449
-----------------------------------------------------------------------------------
Societe Generale, guaranteeing commercial paper
of Societe Generale North America:
6.60%, 9/8/00 20,000,000 19,860,667
-------------
Total Letters of Credit 179,077,567
===================================================================================
SHORT-TERM NOTES--87.9%
-----------------------------------------------------------------------------------
AEROSPACE/DEFENSE--2.7%
BAE Systems Holdings, Inc.:
6.59%, 9/14/00(1) 5,000,000 4,959,728
-----------------------------------------------------------------------------------
Honeywell International, Inc.:
6.63%, 11/13/00-11/17/00 44,000,000 43,144,730
-------------
48,104,458
</TABLE>
8 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 11
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
-----------------------------------------------------------------------------------
<S> <C> <C>
ASSET-BACKED--15.7%
AriesOne Metafolio Corp.:
6.58%, 8/8/00(1) $25,000,000 $ 24,968,014
-----------------------------------------------------------------------------------
Asset Backed Capital Finance, Inc.:
6.56%, 11/1/00(1) 16,000,000 15,731,769
6.63%, 9/11/00(1) 10,000,000 9,924,492
-----------------------------------------------------------------------------------
Asset Securitization Cooperative:
6.58%, 8/25/00(1) 10,000,000 9,956,133
6.60%, 9/13/00(1) 15,000,000 14,881,750
-----------------------------------------------------------------------------------
Breeds Hill Capital Co. LLC, Series A:
6.64%, 9/18/00(1) 37,000,000 36,672,427
-----------------------------------------------------------------------------------
Eureka Securitization, Inc.:
6.66%, 8/10/00(1) 19,000,000 18,968,365
-----------------------------------------------------------------------------------
Halogen Capital Co. LLC, Series A:
6.53%, 8/2/00(1) 8,000,000 7,998,549
-----------------------------------------------------------------------------------
Lexington Parker Capital Co. LLC:
6.68%, 8/25/00(1) 13,000,000 12,941,933
-----------------------------------------------------------------------------------
Moriarty Ltd.:
6.55%, 8/10/00(1) 25,000,000 24,959,062
-----------------------------------------------------------------------------------
Scaldis Capital LLC:
6.55%, 10/17/00(1) 15,701,000 15,481,033
6.62%, 9/14/00(1) 4,242,000 4,207,678
6.70%, 8/21/00(1) 11,911,000 11,866,665
-----------------------------------------------------------------------------------
Sigma Finance, Inc.:
6.61%, 9/7/00(1) 7,000,000 6,952,445
6.62%, 9/5/00(1) 5,000,000 4,967,819
6.68%, 9/1/00(1) 31,500,000 31,318,805
-----------------------------------------------------------------------------------
Variable Funding Capital Corp.:
6.61%, 9/7/00(1) 10,000,000 9,931,961
-----------------------------------------------------------------------------------
VVR Funding LLC:
6.63%, 8/4/00(1) 12,281,000 12,274,266
6.64%, 9/18/00(1) 10,711,000 10,616,172
-------------
284,619,338
-----------------------------------------------------------------------------------
AUTOMOTIVE--2.4%
DaimlerChrysler NA Holdings:
6.61%, 11/30/00 20,000,000 19,555,661
6.62%, 11/27/00 25,000,000 24,457,528
-------------
44,013,189
-----------------------------------------------------------------------------------
BANKS--0.8%
Wells Fargo Co.:
6.52%, 10/23/00 15,500,000 15,267,001
</TABLE>
9 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 12
STATEMENT OF INVESTMENTS Continued
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
-----------------------------------------------------------------------------------
<S> <C> <C>
BEVERAGES--2.5%
Coca-Cola Enterprises, Inc.:
6.52%, 10/17/00(1) $17,500,000 $ 17,255,953
6.53%, 10/26/00(1) 15,000,000 14,766,008
6.54%, 10/20/00(1) 13,000,000 12,811,067
-------------
44,833,028
-----------------------------------------------------------------------------------
BROKER/DEALERS--14.0%
Banc of America Securities LLC:
6.887%, 8/1/00(2) 50,000,000 50,000,000
-----------------------------------------------------------------------------------
Bear Stearns Cos., Inc.:
6.679%, 2/14/01(2) 13,000,000 13,000,000
6.695%, 3/1/01(2) 15,000,000 14,999,689
-----------------------------------------------------------------------------------
Bear Stearns Cos., Inc., Series B:
6.68%, 4/12/01(2) 15,000,000 15,000,000
-----------------------------------------------------------------------------------
Goldman Sachs Group LP:
6.90%, 12/4/00 24,000,000 24,000,000
6.92%, 12/6/00(3) 20,000,000 20,000,000
-----------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.:
6.60%, 7/5/01(2) 22,500,000 22,491,643
-----------------------------------------------------------------------------------
Merrill Lynch & Co., Inc., Series B:
6.61%, 4/24/01(2) 20,000,000 19,997,143
-----------------------------------------------------------------------------------
Morgan Stanley, Dean Witter & Co.:
6.69%, 6/8/01(2) 34,980,000 34,980,000
-----------------------------------------------------------------------------------
Morgan Stanley, Dean Witter & Co., Series C:
6.91%, 3/15/01(2) 7,000,000 7,000,000
-----------------------------------------------------------------------------------
Salomon Smith Barney Holdings, Inc.:
6.50%, 8/3/00 25,000,000 24,990,972
6.52%, 9/8/00 8,000,000 7,944,942
-------------
254,404,389
-----------------------------------------------------------------------------------
CHEMICALS--0.8%
BASF AG:
6.64%, 11/27/00(1) 15,000,000 14,673,533
-----------------------------------------------------------------------------------
COMMERCIAL FINANCE--4.3%
CIT Group, Inc.:
6.63%, 10/25/00 37,000,000 36,420,796
-----------------------------------------------------------------------------------
Countrywide Home Loans, Series H:
6.70%, 5/21/01(2) 32,000,000 31,997,490
-----------------------------------------------------------------------------------
Homeside Lending, Inc.:
6.53%, 10/23/00 10,000,000 9,849,447
-------------
78,267,733
</TABLE>
10 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 13
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
-----------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER SERVICES--2.7%
Block Financial Corp.:
6.57%, 8/29/00(1) $16,500,000 $ 16,415,685
6.58%, 8/18/00(1) 9,000,000 8,972,035
6.59%, 8/28/00(1) 17,000,000 16,915,977
-----------------------------------------------------------------------------------
Prudential Funding Corp.:
6.66%, 8/30/00 6,500,000 6,465,127
-------------
48,768,824
-----------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL--8.5%
Associates Corp. of North America:
6.65%, 8/1/00 43,500,000 43,500,000
-----------------------------------------------------------------------------------
Ford Motor Credit Co.:
6.52%, 8/9/00 25,000,000 24,963,778
-----------------------------------------------------------------------------------
GE Capital International Funding, Inc.:
6.62%, 10/11/00(1) 15,000,000 14,804,158
-----------------------------------------------------------------------------------
General Electric Capital Corp.:
6.68%, 8/30/00 22,000,000 21,881,616
-----------------------------------------------------------------------------------
Household International, Inc.:
6.61%, 8/18/00(1) 18,100,000 18,043,503
-----------------------------------------------------------------------------------
National Rural Utilities Cooperative Finance Corp.:
6.61%, 9/14/00 10,000,000 9,919,578
6.66%, 8/17/00 20,000,000 19,940,800
-------------
153,053,433
-----------------------------------------------------------------------------------
DIVERSIFIED MEDIA--2.2%
Omnicom Finance Inc.:
6.58%, 8/23/00-8/24/00(1) 40,500,000 40,333,398
-----------------------------------------------------------------------------------
ELECTRIC UTILITIES--3.1%
Ameren Corp.:
6.53%, 8/29/00 20,000,000 19,898,422
-----------------------------------------------------------------------------------
Edison International:
6.55%, 8/31/00(1) 20,500,000 20,388,104
6.63%, 9/5/00(1) 15,000,000 14,903,313
-------------
55,189,839
-----------------------------------------------------------------------------------
INSURANCE--13.6%
Aegon Funding Corp.:
6.58%, 9/5/00(1) 6,000,000 5,961,617
6.59%, 9/8/00(1) 10,000,000 9,930,333
6.62%, 12/7/00(1) 10,000,000 9,764,622
-----------------------------------------------------------------------------------
AIG Life Insurance Co.:
6.645%, 5/31/01(2),(3) 20,000,000 20,000,000
-----------------------------------------------------------------------------------
Cooperative Assn. of Tractor Dealers, Inc., Series A:
6.63%, 9/15/00 4,200,000 4,165,193
6.64%, 9/11/00 15,700,000 15,581,273
</TABLE>
11 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 14
STATEMENT OF INVESTMENTS Continued
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
-----------------------------------------------------------------------------------
<S> <C> <C>
INSURANCE Continued
Jackson National Life Insurance Co.:
6.65%, 8/1/00(2) $ 2,000,000 $ 2,000,000
6.66%, 3/1/01(2) 30,000,000 30,000,000
-----------------------------------------------------------------------------------
Marsh USA, Inc.:
6.62%, 12/8/00(1) 20,000,000 19,525,567
-----------------------------------------------------------------------------------
Metropolitan Life Insurance Co.:
6.895%, 8/1/00(2) 33,000,000 33,000,000
-----------------------------------------------------------------------------------
Pacific Life Insurance Co.:
6.661%, 8/1/00(2,3) 20,000,000 20,000,000
-----------------------------------------------------------------------------------
Prudential Life Insurance Co.:
6.78%, 1/31/03(2) 25,000,000 25,000,000
-----------------------------------------------------------------------------------
Teachers Insurance & Annuity Assn. of America:
6.62%, 8/1/00(1) 41,000,000 41,000,000
-----------------------------------------------------------------------------------
Travelers Insurance Co.:
6.704%, 10/5/00(2,3) 10,000,000 10,000,000
--------------
245,928,605
-----------------------------------------------------------------------------------
LEASING & FACTORING--2.3%
American Honda Finance Corp.:
6.613%, 8/16/00(2),(4) 22,000,000 21,996,471
6.636%, 8/16/00(2),(4) 20,000,000 19,998,985
--------------
41,995,456
-----------------------------------------------------------------------------------
MANUFACTURING--2.4%
Eaton Corp.:
6.63%, 8/30/00(1) 10,000,000 9,946,592
6.70%, 11/8/00-11/9/00(1) 34,500,000 33,859,685
--------------
43,806,277
-----------------------------------------------------------------------------------
OIL: DOMESTIC--1.4%
Motiva Enterprises LLC:
6.54%, 10/26/00 25,000,000 24,609,417
-----------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL--2.7%
Forrestal Funding Master Trust, Series 1999-A:
6.60%, 8/11/00(4) 10,000,000 9,981,667
-----------------------------------------------------------------------------------
KZH-KMS Corp.:
6.54%, 8/16/00-8/23/00(1) 38,863,000 38,731,012
--------------
48,712,679
</TABLE>
12 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 15
<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------------
<S> <C> <C>
TELECOMMUNICATIONS-TECHNOLOGY--4.7%
Alcatel SA:
6.57%, 8/7/00(1) $15,000,000 $ 14,983,575
6.60%, 9/7/00(1) 5,000,000 4,966,083
--------------------------------------------------------------------------------------
SBC Communications, Inc.:
6.55%, 8/3/00(1) 20,000,000 19,992,722
--------------------------------------------------------------------------------------
Vodafone Air Touch plc-MTC:
6.54%, 8/9/00(1) 5,000,000 4,992,733
6.862%, 6/5/01(2),(3) 40,000,000 39,997,003
---------------
84,932,116
--------------------------------------------------------------------------------------
TELEPHONE UTILITIES--1.1%
AT&T Corp.:
6.752%, 7/13/01(1),(2) 20,500,000 20,500,000
---------------
Total Short-Term Notes 1,592,012,713
--------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE 100.5% 1,820,090,280
--------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (0.5) (8,481,358)
------------------------------
NET ASSETS 100.0% $1,811,608,922
==============================
</TABLE>
Footnotes to Statements of Investments
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. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $763,691,837, or 42.16% of
the Fund's net assets, and have been determined to be liquid pursuant to
guidelines adopted by the Board of Directors.
2. Represents the current interest rate for a variable or increasing rate
security.
3. Identifies issues considered to be illiquid or restricted--See Note 4 of
Notes to Financial Statements.
4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities
have been determined to be liquid under guidelines established by the Board of
Directors. These securities amount to $51,977,123 or 2.87% of the Fund's net
assets as of July 31, 2000.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
13 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 16
STATEMENT OF ASSETS AND LIABILITIES July 31, 2000
<TABLE>
<S> <C>
===================================================================================
ASSETS
-----------------------------------------------------------------------------------
Investments, at value--see accompanying statement $ 1,820,090,280
-----------------------------------------------------------------------------------
Cash 3,307,662
-----------------------------------------------------------------------------------
Receivables and other assets:
Shares of capital stock sold 16,181,452
Interest 3,663,858
Other 285,986
-----------------
Total assets 1,843,529,238
===================================================================================
LIABILITIES
-----------------------------------------------------------------------------------
Payables and other liabilities:
Shares of capital stock redeemed 28,193,698
Dividends 2,261,931
Transfer and shareholder servicing agent fees 805,252
Directors' compensation 240,371
Other 419,064
-----------------
Total liabilities 31,920,316
===================================================================================
NET ASSETS $ 1,811,608,922
=================
===================================================================================
COMPOSITION OF NET ASSETS
-----------------------------------------------------------------------------------
Par value of shares of capital stock $ 181,171,625
-----------------------------------------------------------------------------------
Additional paid-in capital 1,630,394,848
-----------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions 42,449
-----------------
NET ASSETS (applicable to 1,811,716,250 shares of capital
stock outstanding) $ 1,811,608,922
=================
===================================================================================
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $1.00
================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
14 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 17
STATEMENT OF OPERATIONS For the Year Ended July 31, 2000
<TABLE>
<S> <C>
===================================================================================
INVESTMENT INCOME
-----------------------------------------------------------------------------------
Interest $103,538,643
===================================================================================
EXPENSES
-----------------------------------------------------------------------------------
Management fees 7,172,648
-----------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 4,623,944
-----------------------------------------------------------------------------------
Shareholder reports 905,870
-----------------------------------------------------------------------------------
Custodian fees and expenses 105,209
-----------------------------------------------------------------------------------
Directors' compensation 105,068
-----------------------------------------------------------------------------------
Other 403,290
-------------
Total expenses 13,316,029
-------------
Less expenses paid indirectly (26,930)
-------------
Net expenses 13,289,099
===================================================================================
NET INVESTMENT INCOME 90,249,544
===================================================================================
NET REALIZED GAIN ON INVESTMENTS 106
===================================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 90,249,650
=============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
15 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 18
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 2000 1999
============================================================================================
<S> <C> <C>
OPERATIONS
--------------------------------------------------------------------------------------------
Net investment income $ 90,249,544 $ 61,850,009
--------------------------------------------------------------------------------------------
Net realized gain 106 39,387
------------------------------------
Net increase in net assets resulting from operations 90,249,650 61,889,396
============================================================================================
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS (90,249,544) (61,850,009)
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
============================================================================================
CAPITAL STOCK TRANSACTIONS
Net increase in net assets resulting from
beneficial interest transactions 315,163,290 301,662,160
============================================================================================
NET ASSETS
--------------------------------------------------------------------------------------------
Total increase 315,163,396 301,701,547
--------------------------------------------------------------------------------------------
Beginning of period 1,496,445,526 1,194,743,979
------------------------------------
End of period $1,811,608,922 $1,496,445,526
====================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
16 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 19
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
JULY 31, DEC. 31,
2000 1999 1998 1997 1996(1) 1995
========================================================================================================================
<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 .05 .05 .05 .05 .03 .05
Dividends and/or distributions to shareholders (.05) (.05) (.05) (.05) (.03) (.05)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
======================================================================
========================================================================================================================
TOTAL RETURN(2) 5.38% 4.61% 5.03% 4.83% 2.80% 5.40%
------------------------------------------------------------------------------------------------------------------------
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions) $1,812 $1,496 $1,195 $1,014 $1,102 $818
------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $1,712 $1,371 $1,114 $1,011 $ 901 $855
------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 5.27% 4.51% 4.89% 4.73% 4.68% 5.19%
Expenses 0.78% 0.78% 0.87%(4) 0.87%(4) 0.84%(4) 0.90%(4)
</TABLE>
1. For the seven months ended July 31, 1996. The Fund changed its fiscal year
end from December 31 to July 31.
2. Assumes a $1,000 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. Total returns reflect
changes in net investment income only.
3. Annualized for periods of less than one full year.
4. Expense ratio has not been grossed up to reflect the effect of expenses paid
indirectly.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
17 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 20
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 an open-end management
investment company. The Fund's investment objective is to seek the maximum
current income that is consistent with stability of principal. The Fund's
investment advisor is OppenheimerFunds, Inc. (the Manager). The following is a
summary of significant accounting policies consistently followed by the Fund.
--------------------------------------------------------------------------------
SECURITIES VALUATION. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan for
the Fund's independent Board of Directors. Benefits are based on years of
service and fees paid to each director during the years of service. During the
year ended July 31, 2000, a provision of $35,213 was made for the Fund's
projected benefit obligations and payments of $9,279 were made to retired
directors, resulting in an accumulated liability of $222,731 as of July 31,
2000.
The Board of Directors has adopted a deferred compensation plan for
independent directors that enables directors to elect to defer receipt of all
or a portion of annual compensation they are entitled to receive from the Fund.
Under the plan, the compensation deferred is periodically adjusted as though an
equivalent amount had been invested for the Board of Directors in shares of one
or more Oppenheimer funds selected by the director. The amount paid to the
Board of Directors under the plan will be determined based upon the performance
of the selected funds. Deferral of directors' fees under the plan will not
affect the net assets of the Fund, and will not materially affect the Fund's
assets, liabilities or net investment income per share.
--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
EXPENSE OFFSET ARRANGEMENTS. Expenses paid indirectly represent a reduction of
custodian fees for earnings on cash balances maintained by the Fund.
18 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 21
--------------------------------------------------------------------------------
OTHER. Investment transactions are accounted for as of 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.
================================================================================
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>
YEAR ENDED JULY 31, 2000 YEAR ENDED JULY 31, 1999
SHARES AMOUNT SHARES AMOUNT
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold 5,480,169,730 $ 5,480,169,730 3,609,705,072 $ 3,609,705,072
Dividends and/or
distributions reinvested 85,045,783 85,045,783 58,739,770 58,739,770
Redeemed (5,250,052,223) (5,250,052,223) (3,366,782,682) (3,366,782,682)
-------------------------------------------------------------------------
Net increase 315,163,290 $ 315,163,290 301,662,160 $ 301,662,160
=========================================================================
</TABLE>
================================================================================
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES. 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% of the first $500 million of average annual 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 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. The Fund's management fee for the year ended July 31, 2000,
was an annualized rate of 0.42%, before any waiver by the Manager if
applicable.
--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund on
an "at-cost" basis. OFS also acts as the transfer and shareholder servicing
agent for the other Oppenheimer funds.
19 OPPENHEIMER MONEY MARKET FUND, INC.
<PAGE> 22
NOTES TO FINANCIAL STATEMENTS CONTINUED
================================================================================
4. ILLIQUID OR RESTRICTED SECURITIES
As of July 31, 2000, investments in securities included issues that are illiquid
or restricted. Restricted securities are often purchased in private placement
transactions, are not registered under the Securities Act of 1933, may have
contractual restrictions on resale, and are valued under methods approved by the
Board of Trustees as reflecting fair value. A security may also be considered
illiquid if it lacks a readily available market or if its valuation has not
changed for a certain period of time. The Fund intends to invest no more than
10% of its net assets (determined at the time of purchase and reviewed
periodically) in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional investors, are not
subject to that limitation. The aggregate value of illiquid or restricted
securities subject to this limitation as of July 31, 2000 was $109,997,003,
which represents 6.07% of the Fund's net assets, of which $10,000,000 is
considered restricted. Information concerning restricted securities is as
follows:
<TABLE>
<CAPTION>
VALUATION
PER UNIT AS OF
SECURITY ACQUISITION DATE COST PER UNIT JULY 31, 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-TERM NOTES
Travelers Insurance Co., 6.704%, 10/5/00 10/1/99 $1.00 $1.00
</TABLE>
<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) leading 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:
MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is afforded
by established cash flows, highly reliable liquidity support or demonstrated
broad-based access to the market for refinancing..
MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.
<PAGE>
Standard & Poor's Rating Services ("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: Obligation is rated in the highest category. The obligor's capacity to meet
its financial commitment on the obligation is strong. Within this category, a
plus (+) sign designation indicates the obligor's capacity to meet its financial
obligation is extremely strong.
A-2: Obligation is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is satisfactory.
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Strong capacity to pay principal and interest. An issue with a very strong
capacity to pay debt service is given a (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
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, Inc. ("Fitch")
("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:
F1: Highest credit quality. Strongest capacity for timely payment of financial
commitments. May have an added "+" to denote any exceptionally strong credit
feature.
F2: Good credit quality. A satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.
THOMSON FINANCIAL BANKWATCH ("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 a very high likelihood that principal and
interest will be paid on a timely basis.
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 Investors Service, Inc. ("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. Interest 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, the changes that can be expected are most unlikely to impair the
fundamentally strong position 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 with "Aaa" securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than that of "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end of
that generic rating category.
Standard & Poor's Rating Services ("S&P")
Bonds (including municipal bonds) are rated as follows:
AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The highest rating assigned by S&P. The obligor's capacity to meet its financial
commitment on the obligation is extremely strong.
AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. A strong capacity to meet its financial commitment on the obligation is
very strong.
<PAGE>
Fitch, Inc. ("Fitch")
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong capacity
for timely payment of financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.
AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.
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+".
THOMSON FINANCIAL BANKWATCH ("TBW")
TBW issues the following ratings for companies.
Investment Grade. Long-Term Debt Ratings assigned by TBW also weigh heavily
government ownership and support. The quality of both the company's management
and franchise are of even greater importance in the long-term debt rating
decisions.
AAA: Indicates that the ability to repay principal and interest on a timely
basis is extremely high.
AA: Indicates a very strong ability to repay principal and interest on a timely
basis, with limited incremental risk compared to issuers rated in the highest
category.
Global Issuer Ratings. 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: The company 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.
<PAGE>
B-1
Appendix B
Industry Classifications
Aerospace/Defense Food and Drug Retailers
Air Transportation Gas Utilities
Asset-Backed Health Care/Drugs
Auto Parts and Equipment Health Care/Supplies & Services
Automotive Homebuilders/Real Estate
Bank Holding Companies Hotel/Gaming
Banks Industrial Services
Beverages Information Technology
Broadcasting Insurance
Broker-Dealers Leasing & Factoring
Building Materials Leisure
Cable Television Manufacturing
Chemicals Metals/Mining
Commercial Finance Nondurable Household Goods
Communication Equipment Office Equipment
Computer Hardware Oil - Domestic
Computer Software Oil - International
Conglomerates Paper
Consumer Finance Photography
Consumer Services Publishing
Containers Railroads & Truckers
Convenience Stores Restaurants
Department Stores Savings & Loans
Diversified Financial Shipping
Diversified Media Special Purpose Financial
Drug Wholesalers Specialty Printing
Durable Household Goods Specialty Retailing
Education Steel
Electric Utilities Telecommunications - Long Distance
Electrical Equipment Telephone - Utility
Electronics Textile, Apparel & Home Furnishings
Energy Services Tobacco
Entertainment/Film Trucks and Parts
Environmental Wireless Services
Food
<PAGE>
Oppenheimer Money Market Fund, Inc.
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 Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.525.7048
Web Site: http://www.oppenheimerfunds.com
Custodian bank
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Mayer Brown & Platt
1675 Broadway
New York, New York 10019-5820
1234
PX0200.001.1199
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) (i) Articles of Incorporation dated December 13, 1973: Previously filed with
Registrants Registration Statement on Form S-5, refiled with Registrant's
Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 3, (4/28/88),
refiled with Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No.9, refiled with
Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 42, (4/28/88),
refiled with Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 42, (4/28/88),
refiled with Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 42, (4/28/88),
refiled with Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 26, refiled with
Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 27, refiled
with Registrant's Post-Effective Amendment No. 54 (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 Registrants Post-Effective Amendment No. 42, (4/28/88),
refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.
(b) Revised and Re-stated By-Laws dated June 4, 1998: Previously filed with
Registrants Post-Effective Amendment No. 60, (11/23/98), and incorporated herein
by reference.
(c) Specimen Stock Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 61 (11/17/99), and incorporated herein by
reference.
(d) Investment Advisory Agreement dated October 22, 1990: Previously filed with
Post-Effective Amendment No. 45 (3/1/91), refiled with Registrant's
Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of Regulation S-T
and incorporated herein by reference.
(e) (i) General Distributor's Agreement dated December 10, 1992: Previously
filed with Registrant's Post-Effective Amendment No. 50 (4/22/93), refiled with
Registrants Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and, incorporated
herein by reference.
(iii) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and, incorporated
herein by reference.
(iv) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and, incorporated
herein by reference.
(f) (i) Retirement Plan for Non-Interested Trustees or Directors dated June 7,
1990; Previously filed with Post-Effective Amendment No. 97 to the Registration
Statement of Oppenheimer Fund (File No. 2-14586), 8/30/90, refiled with
Post-Effective Amendment No. 45 of Oppenheimer Growth Fund (Reg. No. 2-45272),
8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors:
Filed with Post-Effective Amendment No. 26 to the Registration Statement of
Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590), 10/28/98, and
incorporated herein by reference. Oppenheimer Growth Fund (Reg. No. 2-45272),
8/22/94, pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.
(g) (i) Amendment dated April 16, 1974 to the Custodian Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
Amended dated December 15, 1975 to the Custodian Agreement: Previously filed
with Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
Amendment dated March, 1978 to the Custodian Agreement: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
Amended dated August 13, 1980 to the Custodian Agreement: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
(v) Amendment dated September 28, 1984 to the Custodian Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
(h) Not applicable.
(i) Opinion and Consent of Counsel dated February 28, 1974: Previously filed
with Registrant's Registration Statement, refiled with Registrant's
Post-Effective Amendment No. 54, (4/27/95) pursuant to Item 102 of Regulation
S-T and incorporated herein by reference.
(j) Independent Auditors' Consent: Filed herewith
(k) Not applicable.
(l) Not applicable.
(m) Not applicable.
(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/22/00: Filed herewith.
(o) Reserved
(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1,
2000 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed
with the Registration Statement of Oppenheimer Emerging Technologies Fund (Reg.
No. 33-32108), March 10, 2000, and incorporated herein by reference. -- Powers
of Attorney for all Trustees/Directors: Previously filed with Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer Trinity Value Fund
(Reg. No. 333-79707), 8/4/99, and incorporated herein by reference.
Item 24. Persons Controlled by or Under Common Control with the Fund
None.
Item 25. Indemnification
Reference is made to the provisions of Article Seventh of Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 23(a) to this
Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 26. - Business and Other Connections of the 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 investment
companies, including without limitation those described in Parts A and B hereof
and listed in Item 26(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.
Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
Amy Adamshick,
Vice President
Charles E. Albers,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds
(since April 1998); a
Chartered Financial
Analyst.
Edward Amberger,
Assistant Vice President None.
Janette Aprilante,
Assistant Vice President None.
Victor Babin,
Senior Vice President None.
Bruce L. Bartlett,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds.
George Batejan,
Executive Vice President/
Chief Information Officer Formerly Senior Vice President (until May 1998).
Connie Bechtolt,
Assistant Vice President None.
Kathleen Beichert,
Vice President None.
Rajeev Bhaman,
Vice President None.
Mark Binning
Assistant Vice President None.
Robert J. Bishop,
Vice President Vice President of
Mutual Fund Accounting
(since May 1996); an
officer of other
Oppenheimer funds.
John R. Blomfield,
Vice President None.
Chad Boll,
Assistant Vice President None
Scott Brooks,
Vice President None.
Jeffrey Burns,
Vice President, Assistant Counsel
Stradley, Ronen Stevens and Young, LLP (February 1998-September 1999).
Bruce Burroughs,
Vice President
Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division
Formerly, Assistant Vice President of Rochester Fund Services, Inc.
Michael A. Carbuto,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds;
Vice President of
Centennial Asset Management
Corporation.
John Cardillo,
Assistant Vice President None.
Elisa Chrysanthis
Assistant Vice President None.
H.C. Digby Clements,
Vice President: Rochester Division None.
O. Leonard Darling,
Vice Chairman, Executive Vice
President and Chief Investment
Officer and Director
Chairman of the Board and a director (since June 1999) and Senior Managing
Director (since December 1998) of HarbourView Asset Management Corporation; a
director (since March 2000) of OFI Private Investments, Inc.; Trustee (1993) of
Awhtolia College - Greece; formerly Chief Executive Officer of HarbourView Asset
Management Corporation (December 1998 - June 1999).
John Davis
Assistant Vice President EAB Financial (April 1998-February 1999).
Robert A. Densen,
Senior Vice President None.
Ruggero de'Rossi
Vice President Formerly, Chief Strategist at ING Barings (July
1998 - March 2000).
Sheri Devereux,
Vice President None.
Max Dietshe
Vice President Deloitte & Touche LLP (1989-1999).
Craig P. Dinsell
Executive Vice President None.
John Doney,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director
Executive Vice President (since September 1993) and a director (since January
1992) of the Distributor; Executive Vice President, General Counsel (since
September 1995) and a director (since August 1994) of HarbourView Asset
Management Corporation, Shareholder Services, Inc., Shareholder Financial
Services, Inc. and Oppenheimer Partnership Holdings, Inc., of OFI Private
Investments, Inc. (since March 2000), and of PIMCO Trust Company (since May
2000); President and a director of Centennial Asset Management Corporation
(since September 1995) and of Oppenheimer Real Asset Management, Inc. (since
July 1996); Vice President and a director (since September 1997) of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc; a
director (since April 2000) of OppenheimerFunds Legacy Program, a charitable
trust program established by the Manager; General Counsel (since May 1996) and
Secretary (since April 1997) of Oppenheimer Acquisition Corp.; an officer of
other Oppenheimer funds.
Bruce Dunbar,
Vice President None.
Daniel Engstrom,
Assistant Vice President None.
Armond Erpf
Assistant Vice President None.
George Evans,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds.
Edward N. Everett,
Assistant Vice President None.
George Fahey,
Vice President None.
Leslie A. Falconio,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds
(since 6/99).
Scott Farrar,
Vice President Assistant
Treasurer of Oppenheimer
Millennium Funds plc (since
October 1997); an officer
of other Oppenheimer funds.
Katherine P. Feld,
Vice President, Senior Counsel
and Secretary
Vice President and Secretary of the Distributor; Secretary and Director of
Centennial Asset Management Corporation; Vice President and Secretary of
Oppenheimer Real Asset Management, Inc.; Secretary of HarbourView Asset
Management Corporation, Oppenheimer Partnership Holdings, Inc., Shareholder
Financial Services, Inc. and Shareholder Services, Inc.
Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division
An officer, Director and/or portfolio manager of certain Oppenheimer funds;
presently he holds the following other positions: Director (since 1995) of ICI
Mutual Insurance Company; Governor (since 1994) of St. John's College; Director
(since 1994 - present) of International Museum of Photography at George Eastman
House..
David Foxhoven,
Assistant Vice President
Formerly Manager, Banking Operations Department (July 1996 - November 1998).
Colleen Franca,
Assistant Vice President None.
Crystal French
Vice President None.
Dan Gangemi,
Vice President None.
Subrata Ghose
Assistant Vice President
Formerly, Equity Analyst at Fidelity Investments (1995 - March 2000).
Charles Gilbert,
Assistant Vice President None.
Alan Gilston,
Vice President None.
Jill Glazerman,
Vice President None.
Paul Goldenberg,
Vice President
Mikhail Goldverg
Assistant Vice President None.
Laura Granger,
Vice President
Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director
Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition
Corp.; Executive Vice President of HarbourView Asset Management Corporation;
President. Chief Executive Officer and director of PIMCO Trust Company; director
of OppenheimerFunds, Legacy Program (charitable trust program); Vice President
of OFI Private Investments, Inc. and a Member and Fellow of the Institute of
Chartered Accountants.
Robert Grill,
Senior Vice President None.
Robert Guy,
Senior Vice President None.
Robert Haley,
Assistant Vice President None.
Kelly Haney,
Assistant Vice President
Thomas B. Hayes,
Vice President None.
Dorothy Hirshman,
Assistant Vice President None
Merryl Hoffman,
Vice President and
Senior Counsel None
Merrell Hora,
Assistant Vice President None.
Scott T. Huebl,
Vice President None.
James Hyland,
Assistant Vice President Formerly
Manager of Customer
Research for Prudential
Investments (February 1998
- July 1999).
David Hyun,
Vice President Formerly
portfolio manager,
technology analyst and
research associate at Fred
Alger Management, Inc.
(August 1993 - June 2000).
Steve Ilnitzki,
Senior Vice President
Formerly Vice President of Product Management at Ameritrade (until March 2000).
Kathleen T. Ives,
Vice President None.
William Jaume,
Vice President
Senior Vice President (since April 2000) of HarbourView Asset Management
Corporation.
Frank Jennings,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds.
Andrew Jordan,
Assistant Vice President None.
Deborah Kaback,
Vice President and
Senior Counsel
Senior Vice President and Deputy General Counsel of Oppenheimer Capital (April
1989-November 1999).
Lewis Kamman
Vice President
Senior Consultant for Bell Atlantic Network Integration, Inc. (June
1997-December 1998).
Jennifer Kane
Assistant Vice President None.
Lynn Oberist Keeshan
Senior Vice President Formerly
(until March 1999) Vice
President, Business
Development and Treasury at
Liz Claiborne, Inc.
Thomas W. Keffer,
Senior Vice President None.
Erica Klein,
Assistant Vice President None.
Walter Konops,
Assistant Vice President None.
Avram Kornberg,
Senior Vice President None.
Jimmy Kourkoulakos,
Assistant Vice President. None.
John Kowalik,
Senior Vice President An officer
and/or portfolio manager
for certain
OppenheimerFunds.
Joseph Krist,
Assistant Vice President None.
Christopher Leavy
Senior Vice President Vice
President and Portfolio
Manager at Morgan Stanley
Investment Management
(1997-September 2000) and
an Analyst and Portfolio
Manager at Crestar Asset
Management (1995-1997).
Michael Levine,
Vice President None.
Shanquan Li,
Vice President None.
Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.
Malissa Lischin
Assistant Vice President
Formerly Associate Manager, Investment Management Analyst at Prudential (1996 -
March 2000).
David Mabry,
Vice President None.
Bridget Macaskill, Chairman, Chief Executive Officer and Director President,
Chief Executive Officer and a director (since March 2000) of OFI Private
Investments, Inc., an investment adviser subsidiary of the Manager; Chairman and
a director of Shareholder Services, Inc. (since August 1994) and Shareholder
Financial Services, Inc. (since September 1995), transfer agent subsidiaries of
the Manager; President (since September 1995) and a director (since October
1990) of Oppenheimer Acquisition Corp., the Manager's parent holding company;
President (since September 1995) and a director (since November 1989) of
Oppenheimer Partnership Holdings, Inc., a holding company subsidiary of the
Manager; President and a director (since October 1997) of OppenheimerFunds
International Ltd., an offshore fund management subsidiary of the Manager and of
Oppenheimer Millennium Funds plc; a director of HarbourView Asset Management
Corporation (since July 1991) and of Oppenheimer Real Asset Management, Inc.
(since July 1996), investment adviser subsidiaries of the Manager; a director
(since April 2000) of OppenheimerFunds Legacy Program, a charitable trust
program established by the Manager; a director of Prudential Corporation plc (a
U.K. financial service company); President and a trustee of other Oppenheimer
funds; formerly President of the Manager (June 1991 - August 2000).
Steve Macchia,
Vice President None.
Marianne Manzolillo,
Assistant Vice President
Philip T. Masterson,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Lisa Migan,
Assistant Vice President None.
Andrew J. Mika
Senior Vice President Formerly a
Second Vice President for
Guardian Investments (June
1990 - October 1999).
Joy Milan
Assistant Vice President None.
Denis R. Molleur,
Vice President and
Senior Counsel None.
Nikolaos Monoyios,
Vice President A Vice President
and/or portfolio manager of
certain Oppenheimer funds.
Margaret Mudd
Assistant Vice President Formerly
Vice President -
Syndications of Sanwa Bank
California (January 1998 -
September 1999).
John Murphy,
President, Chief Operating
Officer and Director President of
MassMutual Institutional
Funds and the MML Series
Funds until September 2000.
Kenneth Nadler,
Vice President None.
David Negri,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Ray Olson,
Assistant Vice President None.
Gina M. Palmieri,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds
(since June 1999).
Frank Pavlak,
Vice President
Formerly. Branch Chief of Investment Company Examinations at U.S. Securities and
Exchange Commission (January 1981 - December 1998).
James Phillips
Assistant Vice President None.
David Pellegrino
Vice President None.
Jane Putnam,
Vice President An officer and/or
portfolio manager of
certain Oppenheimer funds.
Michael Quinn,
Assistant Vice President None.
Julie Radtke,
Vice President None.
Thomas Reedy,
Vice President Vice President
(since April 1999) of
HarbourView Asset
Management Corporation; an
officer and/or portfolio
manager of certain
Oppenheimer funds.
John Reinhardt,
Vice President: Rochester Division None
David Robertson,
Senior Vice President
Jeffrey Rosen,
Vice President None.
Marci Rossell,
Vice President and
Corporate Economist Economist with Federal Reserve
Bank of Dallas (April 1996 - March 1999).
Richard H. Rubinstein,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds.
Lawrence Rudnick,
Assistant Vice President None.
James Ruff,
Executive Vice President President
and director of the
Distributor; Vice President
(since March 2000) of OFI
Private Investments, Inc.
Andrew Ruotolo
Executive Vice President
President and director of Shareholder Services, Inc.; formerly Chief Operations
Officer for American International Group (August 1997-September 1999).
Rohit Sah,
Assistant Vice President None.
Valerie Sanders,
Vice President None.
Kenneth Schlupp
Assistant Vice President
Assistant Vice President (since March 2000) of OFI Private Investments, Inc.
Jeff Schneider,
Vice President
Formerly (until May 1999) Director, Personal Decisions International.
Ellen Schoenfeld,
Vice President None.
Allan Sedmak
Assistant Vice President None.
Jennifer Sexton,
Vice President None.
Martha Shapiro,
Assistant Vice President None.
Connie Song,
Assistant Vice President None.
Richard Soper,
Vice President None.
Keith Spencer,
Vice President None.
Cathleen Stahl,
Vice President
Assistant Vice President & Manager of Women & Investing Program
Richard A. Stein,
Vice President: Rochester Division
Assistant Vice President (since 1995) of Rochester Capitol Advisors, L.P.
Arthur Steinmetz,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds.
Jayne Stevlingson,
Vice President None.
Gregg Stitt,
Assistant Vice President None.
John Stoma,
Senior Vice President None.
Deborah Sullivan,
Assistant Vice President,
Assistant Counsel
Kevin Surrett,
Assistant Vice President
Assistant Vice President of Product Development At Evergreen Investor Services,
Inc. (June 1995 - May 1999).
James C. Swain,
Vice Chairman of the Board
Chairman, CEO and Trustee,
Director or Managing
Partner of the Denver-based
Oppenheimer Funds;
formerly, President and
Director of Centennial
Asset Management
Corporation and Chairman of
the Board of Shareholder
Services, Inc.
Susan Switzer,
Assistant Vice President None.
Anthony A. Tanner,
Vice President: Rochester Division None.
Paul Temple,
Vice President
Formerly (until May 2000) Director of Product Development at Prudential.
Angela Uttaro,
Assistant Vice President None.
Mark Vandehey,
Vice President None.
Maureen VanNorstrand,
Assistant Vice President None.
Annette Von Brandis,
Assistant Vice President None.
Phillip Vottiero,
Vice President
Chief Financial officer for the Sovlink Group (April 1996 - June 1999).
Sloan Walker
Vice President
Teresa Ward,
Vice President None.
Jerry Webman,
Senior Vice President
Senior Investment Officer, Director of Fixed Income.
Barry Weiss,
Assistant Vice President Fitch IBCA (1996 - January 2000)
Christine Wells,
Vice President None.
Joseph Welsh,
Assistant Vice President None.
Catherine White,
Assistant Vice President
William L. Wilby,
Senior Vice President Senior
Investment Officer,
Director of International
Equities; Senior Vice
President of HarbourView
Asset Management
Corporation.
Donna Winn,
Senior Vice President Vice President (since March 2000) of
OFI Private Investments, Inc.
Brian W. Wixted,
Senior Vice President and
Treasurer
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc.,
of OFI Private Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000);
Treasurer and Chief Financial Officer (since May 2000) of PIMCO Trust Company;
Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and of
Centennial Asset Management Corporation; an officer of other Oppenheimer funds;
formerly Principal and Chief Operating Officer, Bankers Trust Company - Mutual
Fund Services Division (March 1995 - March 1999).
Carol Wolf,
Senior Vice President An officer
and/or portfolio manager of
certain Oppenheimer funds;
serves on the Board of
Chinese Children Adoption
International Parents
Council, Supporters of
Children, and the Advisory
Board of Denver Children's
Hospital Oncology
Department.
Kurt Wolfgruber
Senior Vice President
Senior Investment Officer, Director of Domestic Equities; member of the
Investment Product Review Committee and the Executive Committee of HarbourView
Asset Management Corporation; formerly (until April 2000) a Managing Director
and Portfolio Manager at J.P. Morgan Investment Management, Inc.
Caleb Wong,
Vice President
An officer and/or portfolio manager of certain Oppenheimer funds (since June
1999) .
Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel
Assistant Secretary of Shareholder Services, Inc. (since May 1985), Shareholder
Financial Services, Inc. (since November 1989), OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds.
Jill Zachman,
Assistant Vice President:
Rochester Division None.
Neal Zamore,
Vice President
Director e-Commerce; formerly (until May 2000) Vice President at GE Capital.
Mark Zavanelli,
Assistant Vice President None.
Arthur J. Zimmer,
Senior Vice President Senior Vice
President (since April
1999) of HarbourView Asset
Management Corporation;
Vice President of
Centennial Asset Management
Corporation; an officer
and/or portfolio manager of
certain Oppenheimer funds.
Susan Zimmerman,
Vice President None.
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:
New York-based Oppenheimer Funds
Oppenheimer California Municipal Fund Oppenheimer Capital
Appreciation Fund Oppenheimer Capital Preservation Fund
Oppenheimer Developing Markets Fund Oppenheimer Discovery Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Enterprise
Fund Oppenheimer Europe Fund Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Gold &
Special Minerals Fund Oppenheimer Growth Fund Oppenheimer
International Growth Fund Oppenheimer International Small
Company Fund Oppenheimer Large Cap Growth Fund Oppenheimer
Money Market Fund, Inc. Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust Oppenheimer Multiple
Strategies Fund Oppenheimer Municipal Bond Fund Oppenheimer
New York Municipal Fund Oppenheimer Series Fund, Inc.
Oppenheimer Trinity Core Fund Oppenheimer Trinity Growth Fund
Oppenheimer Trinity Value Fund Oppenheimer U.S. Government
Trust Oppenheimer World Bond Fund
Quest/Rochester Funds
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
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 Oppenheimer Cash Reserves Oppenheimer Champion
Income Fund Oppenheimer Capital Income Fund Oppenheimer High
Yield Fund Oppenheimer Integrity Funds Oppenheimer
International Bond Fund Oppenheimer Limited-Term Government
Fund Oppenheimer Main Street Opportunity Fund Oppenheimer Main
Street Small Cap Fund Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate Fund Oppenheimer Strategic
Income Fund Oppenheimer Total Return Fund, Inc. Oppenheimer
Variable Account Funds Panorama Series Fund, Inc.
The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corp., Oppenheimer Partnership Holdings, Inc.,
Oppenheimer Acquisition Corp. and OFI Private Investments, Inc. is Two World
Trade Center, New York, New York 10048-0203.
The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, the Denver-based Oppenheimer Funds, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp., and
Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way, Englewood,
Colorado 80112.
Item 27. Principal Underwriter
(a) OppenheimerFunds Distributor, Inc. is the Distributor of the 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
26(b) above (except Oppenheimer Multi-Sector Income Trust and Panorama Series
Fund, Inc.) and for MassMutual Institutional Funds.
(b) The directors and officers of the Registrant's principal underwriter are:
<TABLE>
<CAPTION>
Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Jason Bach Vice President None
31 Raquel Drive
Marietta, GA 30064
William Beardsley (2) Vice President None
Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093
Douglas S. Blankenship Vice President None
17011 Woodbank
Spring, TX 77379
Kevin Brosmith Senior Vice President None.
856 West Fullerton
Chicago, IL 60614
Susan Burton(2) Vice President None
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
William Coughlin Vice President None
1730 N. Clark Street
#3203
Chicago, IL 60614
Jeff Damia(2) Vice President None
Stephen Demetrovits(2) Vice President None
Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55419
Michael Dickson Vice President None
21 Trinity Avenue
Glastonburg, CT 06033
Joseph DiMauro Vice President None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236
Steven Dombrowser Vice President None
Andrew John Donohue(2) Executive Vice Secretary
President and Director
G. Patrick Dougherty (2) Vice President None
Cliff Dunteman Vice President None
940 Wedgewood Drive
Crystal Lake, IL 60014
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067
George Fahey Vice President None
9 Townview Ct.
Flemington, NJ 08822
Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158
Katherine P. Feld(2) Vice President and None
Corporate Secretary
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding(3) Vice President None
Brian Flahive Assistant Vice President None
John ("J") Fortuna(2) Vice President None
Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249
Victoria Friece(1) Assistant Vice President None
Luiggino Galleto Vice President None
10302 Riesling Court
Charlotte, NC 28277
Michelle Gans Vice President None
18771 The Pines
Eden Prairie, MN 55347
L. Daniel Garrity Vice President None
27 Covington Road
Avondale Estates, GA 30002
Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822
Ralph Grant(2) Senior Vice President/ None
National Sales Manager
Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103
Webb Heidinger Vice President None
90 Gates Street
Portsmouth, NH 03801
Phillip Hemery Vice President None
184 Park Avenue
Rochester, NY 14607
Brian Husch(2) Vice President None
Edward Hrybenko (2) Vice President None
Richard L. Hymes(2) Assistant Vice President None
Byron Ingram(1) Assistant Vice President None
Kathleen T. Ives(1) Vice President None
Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941
Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011
Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062
John Kavanaugh Vice President None
2 Cervantes Blvd., Apt. #301
San Francisco, CA 94123
Brian G. ly Vice President None
60 Larkspur Road
Fairfield, CT 06430
Michael Keogh(2) Vice President None
Lisa Klassen(1) Assistant Vice President None
Richard Klein Senior Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Brent Krantz Vice President None
2609 SW 149th Place
Seattle, WA 98166
Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116
Dawn Lind Vice President None
21 Meadow Lane
Rockville Centre, NY 11570
James Loehle Vice President None
30 Wesley Hill Lane
Warwick, NY 10990
John Lynch (2) Vice President None
Michael Magee(2) Vice President None
Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657
Todd Marion Vice President None
3 St. Marks Place
Cold Spring Harbor, NY 11724
LuAnn Mascia(2) Assistant Vice President None
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
Anthony Mazzariello Vice President None
704 Beaver Road
Leetsdale, PA 15056
John McDonough Vice President None
3812 Leland Street
Chevy Chase, MD 20815
Kent McGowan Vice President None
18424 12th Avenue West
Lynnwood, WA 98037
Laura Mulhall(2) Senior Vice President None
Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931
Wendy Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043
Denise-Marie Nakamura Vice President None
4111 Colony Plaza
Newport Beach, CA 92660
John Nesnay Vice President None
9511 S. Hackberry Street
Highlands Ranch, CO 80126
Kevin Neznek(2) Vice President None
Chad V. Noel Vice President None
2408 Eagleridge Drive
Henderson, NV 89014
Raymond Olson(1) Assistant Vice President None
& Treasurer
Alan Panzer Assistant Vice President None
925 Canterbury Road, Apt. #848
Atlanta, GA 30324
Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Brian Perkes Vice President None
8734 Shady Shore Drive
Frisco, TX 75034
Charles K. Pettit Vice President None
22 Fall Meadow Drive
Pittsford, NY 14534
Bill Presutti(2) Vice President None
Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109
Elaine Puleo(2) Senior Vice President None
Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923
Dustin Raring Vice President None
184 South Ulster
Denver, CO 80220
Michael Raso Vice President None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY 10538
Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230
Michelle Simone - Ricter(2) Assistant Vice President None
Ruxandra Risko(2) Vice President None
David Robertson(2) Senior Vice President, None
Director of Variable
Accounts
Kenneth Rosenson Vice President None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265
James Ruff(2) President & Director None
William Rylander (2) Vice President None
Alfredo Scalzo Vice President None
9616 Lale Chase Island Way
Tampa, FL 33626
Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471
Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695
Kristen Sims (2) Vice President None
Douglas Smith Vice President None
808 South 194th Street
Seattle,WA 98148
David Sturgis Vice President None
81 Surrey Lane
Boxford, MA 01921
Brian Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017
Michael Sussman(2) Vice President None
Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242
George Sweeney Senior Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036
Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092
Martin Telles(2) Senior Vice President None
David G. Thomas Vice President None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201
Tanya Valency (2) Assistant Vice President None
Mark Vandehey(1) Vice President None
Brian Villec (2) Vice President None
Andrea Walsh(1) Vice President None
Suzanne Walters(1) Assistant Vice President None
Michael Weigner Vice President None
5722 Harborside Drive
Tampa, FL 33615
Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064
Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331
Cary Wozniak Vice President None
18808 Bravata Court
San Diego, CA 92128
Gregor Yuska(2) Vice President None
</TABLE>
(1)6803 South Tucson Way, Englewood, CO 80112
(2)Two World Trade Center, New York, NY 10048
(3)350 Linden Oaks, Rochester, NY 14623
(c) Not applicable.
Item 28. 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 of 1940 and rules
promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.
Item 29. Management Services
Not applicable
Item 30. Undertakings
Not applicable.
<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 17th day of November, 2000.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Bridget A. Macaskill*
----------------------------------------------
Bridget A. Macaskill, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Leon Levy* Chairman of the November 17, 2000
----------------------------------- Board of Directors
Leon Levy
/s/ Donald W. Spiro* Vice Chairman and November 17, 2000
------------------------------------- Director
Donald W. Spiro
/s/ Robert G. Galli* Director November 17, 2000
-------------------------------------
Robert G. Galli
/s/ Benjamin Lipstein* Director November 17, 2000
-------------------------------------
Benjamin Lipstein
/s/ Bridget A. Macaskill* President and November 17, 2000
------------------------------------- Principal Executive
Bridget A. Macaskill Officer
/s/ Elizabeth B. Moynihan* Director November 17, 2000
-------------------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Director November 17, 2000
-------------------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Director November 17, 2000
-------------------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Director November 17, 2000
-------------------------------------
Russell S. Reynolds, Jr.
/s/ Brian W. Wixted* Treasurer and November 17, 2000
------------------------------------- Principal Financial
Brian W. Wixted and Accounting
Officer
/s/ Clayton K. Yeutter* Director November 17, 2000
-------------------------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
---------------------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
EXHIBIT INDEX
Exhibit No. Description
23(j) Independent Auditors' Consent
23(n) OppenheimerFunds Multiple Class Plan under Rule 18f-3
