Registration No. 2-45272
File No. 811-2306
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 50 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. 31 /X/
OPPENHEIMER GROWTH FUND
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center
New York, New York 10048-0203
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 323-0200
- -------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/X/ On November 1, 1996, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On ____________, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On _______________, pursuant to paragraph (a)(2)
of Rule (485).
- -------------------------------------------------------------------
The Registrant has registered an indefinite number of shares
under the Securities Act of 1933 pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940. A Rule 24f-2 Notice for
the Registrant's fiscal year ended June 30, 1996, was filed on
August 24, 1996, and for the two month period ended August 31, 1996
was filed on October 30, 1996.
<PAGE>
FORM N-1A
OPPENHEIMER GROWTH FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Front Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History;
Dividends, Capital Gains and Taxes; The Transfer
Agent
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares;
How to Sell Shares; Shareholder Account Rules and
Policies
8 Special Investor Services; How to Sell Shares; How
to Exchange Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- ----------------------------------------------
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed; Trustees and Officers of
the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service
Plans; Additional Information About the Funds
17 Brokerage Policies of the Fund
18 Additional Information about the Fund
19 Your Investment Account; How to Buy Shares; How to
Sell Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information
About the Fund - The Distributor; Distribution and
Service Plans
22 Performance of the Fund
23 Financial Statements
- ------------------
* Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Growth Fund
Prospectus dated November 1, 1996
Oppenheimer Growth Fund is a mutual fund that seeks capital
appreciation as its investment objective. The Fund emphasizes
investment in securities of established mid- and large-
capitalization growth companies that the Fund's investment manager
believes have above average earnings prospects but are selling at
below-normal valuations. The Fund does not invest to earn current
income to distribute to shareholders.
The Fund invests primarily in common stocks. The Fund may
also use futures contracts for hedging purposes to seek to reduce
the risks of market fluctuations that affect the value of the
securities the Fund holds. The Fund may borrow money from banks to
buy securities, which is a speculative instrument method known as
"leverage."
Please refer to "Investment Objectives and Policies" for more
information about the types of securities the Fund invests in and
refer to "Investment Risks" for a discussions of the risks of
investing in the Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and
keep it for future reference. You can find more detailed
information about the Fund in the November 1, 1996, Statement of
Additional Information. For a free copy, call OppenheimerFunds
Services, the Fund's Transfer Agent, at 1-800-525-7048, or write to
the Transfer Agent at the address on the back cover. The Statement
of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by
reference (which means that it is legally part of this Prospectus).
(OppenheimerFunds logo)
Shares of the Fund are not deposits or obligations of any bank, are
not guaranteed by any bank, are not insured by the F.D.I.C. or any
other agency, and involve investment risks, including the possible
loss of the principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
3 Expenses
5 A Brief Overview of the Fund
7 Financial Highlights
11 Investment Objective and Policies
12 Investment Risks
13 Investment Techniques and Strategies
16 How the Fund is Managed
18 Performance of the Fund
ABOUT YOUR ACCOUNT
22 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
36 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
38 How to Sell Shares
By Mail
By Telephone
40 How to Exchange Shares
42 Shareholder Account Rules and Policies
44 Dividends, Capital Gains and Taxes
A-1 Appendix A: Special Sales Charge Arrangements
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of
its assets, administration, distribution of its shares and other
services, and those expenses are subtracted from the Fund's assets
to calculate the Fund's net asset value per share. All
shareholders therefore pay those expenses indirectly. Shareholders
pay other expenses directly, such as sales charges and account
charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and your share of the
Fund's business operating expenses that you will expect to bear
indirectly. The numbers below are based on the Fund's expenses
during its fiscal year ended June 30, 1996.
Shareholder Transaction Expenses are charges you pay when
you buy or sell shares of the Fund. Please refer to "About Your
Account" starting on page 22 for an explanation of how and when
these charges apply.
<TABLE>
<CAPTION>
Class A Class B Class C Class Y
Shares Shares Shares Shares
<S> <C> <C> <C> <C>
Maximum Sales Charge on Purchases 5.75% None None None
(as a % of offering price)
Maximum Deferred Sales Charge None(1) 5% in the first 1% if shares None
(as a % of the lower of the original year, declining to are redeemed
offering price or redemption proceeds) 1% in the sixth within 12
year and eliminated months of
thereafter(2) purchase(2)
Maximum Sales Charge on Reinvested None None None None
Dividends
Exchange Fee None None None None
Redemption Fee None(3) None(3) None(3) None(3)
</TABLE>
(1)If you invest $1 million or more ($500,000 or more for
purchases by "Retirement Plans," as defined in "Class A Contingent
Deferred Sales Charge" on page 29) in Class A shares, you may have
to pay a sales charge of up to 1% if you sell your shares within 18
calendar months from the end of the calendar month during which you
purchased those shares. See "How to Buy Shares - Buying Class A
Shares," below.
(2)See "How to Buy Shares- Buying Class B Shares" and "How to Buy
Shares - Buying Class C Shares," below for more information on the
contingent deferred sales charge.
(3)There is a $10 transaction fee for redemptions paid by Federal
Funds wire, but not for redemptions paid by ACH transfer through
AccountLink. See "How to Sell Shares."
Annual Fund Operating Expenses are paid out of the Fund's
assets and represent the Fund's expenses in operating its business.
For example, the Fund pays management fees to its investment
adviser, OppenheimerFunds, Inc. (which is referred to in this
Prospectus as the "Manager"). The rates of the Manager's fees are
set forth in "How the Fund is Managed," below. The Fund has other
regular expenses for services, such as transfer agent fees,
custodial fees paid to the bank that holds its portfolio
securities, audit fees and legal expenses. Those expenses are
detailed in the Fund's Financial Statements in the Statement of
Additional Information.
Annual Fund Operating Expenses (as a Percentage of Average Net
Assets)
Class A Class B Class C Class Y
Shares Shares Shares Shares
Management Fees 0.68% 0.68% 0.68% 0.68%
12b-1 Plan Fees 0.17% 1.00% 1.00% NA
Other Expenses 0.21% 0.21% 0.13% 0.26%
Total Fund Operating Expenses 1.06% 1.89% 1.81% 0.94%
The numbers for Class A, Class B and Class Y shares in the
chart above are based upon the Fund's business expenses in its last
fiscal year ended June 30, 1996. Class C shares were not publicly
offered prior to November 1, 1995. Therefore, Annual Fund
Operating Expenses shown for Class C shares are based on the period
from November 1, 1995 until June 30, 1996. All amounts are shown
as a percentage of the average net assets of each class of the
Fund's shares for the year ended June 30, 1996, and have been
annualized for Class C shares. The actual expenses for each class
of shares in future years may be more or less than the numbers in
the chart, depending on a number of factors, including the actual
amount of the Fund's assets represented by each class of shares.
The "12b-1 Plan Fees" for Class A shares are service fees (the
maximum fee is 0.25% of average annual net assets of that class).
Currently, the Board of Trustees has set the maximum fee at 0.15%
for assets representing Class A shares sold before April 1, 1991,
and 0.25% for assets representing Class A shares sold on or after
that date. For Class B and Class C shares, the 12b-1 Plan Fees are
the service fees (the maximum service fee is 0.25% of average
annual net assets of that class) and the asset-based sales charge
of 0.75%
Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples
shown below. Assume that you make a $1,000 investment in each
class of shares of the Fund, that the Fund's annual return is 5%,
and that its operating expenses for each class are the ones shown
in the Annual Fund Operating Expenses table above. If you were to
redeem your shares at the end of each period shown below, your
investment would incur the following expenses by the end of 1, 3,
5 and 10 years:
1 year 3 years 5 years 10 years*
Class A Shares $68 $89 $113 $179
Class B Shares $69 $89 $122 $180
Class C Shares $28 $57 $98 $213
Class Y Shares $10 $30 $52 $115
If you did not redeem your investment, it would incur the
following expenses:
1 year 3 years 5 years 10 years*
Class A Shares $68 $89 $113 $179
Class B Shares $19 $59 $102 $180
Class C Shares $18 $57 $98 $213
Class Y Shares $10 $30 $52 $115
*In the first example, expenses include the Class A initial sales
charge and the applicable Class B or Class C contingent deferred
sales charge. In the second example, Class A expenses include the
initial sales charge, but Class B and Class C expenses do not
include contingent deferred sales charges. The Class B expenses in
years 7 through 10 are based on the Class A expenses shown above,
because the Fund automatically converts your Class B shares into
Class A shares after 6 years. Because of the effect of the asset-
based sales charge and the contingent deferred sales charge imposed
on Class B and Class C shares, long-term holders of Class B and
Class C shares could pay the economic equivalent of more than the
maximum front-end sales charge allowed under applicable
regulations. For Class B shareholders, the automatic conversion of
Class B shares to Class A shares is designed to minimize the
likelihood that this will occur. Please refer to "How to Buy
Shares - Buying Class B Shares" for more information.
These examples show the effect of expenses on an investment,
but are not meant to state or predict actual or expected costs or
investment returns of the Fund, all of which may be more or less
than those shown.
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below,
with references to the section of this Prospectus where more
complete information can be found. You should carefully read the
entire Prospectus before making a decision about investing in the
Fund. Keep the Prospectus for reference after you invest,
particularly for information about your account, such as how to
sell or exchange shares.
What Is The Fund's Investment Objective? The Fund's
investment objective is to seek capital appreciation.
What Does the Fund Invest In? To seek capital appreciation,
the Fund primarily invests in common stocks (these are called
"equity securities"), and short-term debt securities for defensive
purposes. The Fund may also use futures contracts for hedging
purposes to try to manage investment risks. These investments are
more fully explained in "Investment Objective and Policies"
starting on page 11.
Who Manages the Fund? The Fund's investment adviser (the
"Manager") is OppenheimerFunds, Inc., which (including a
subsidiary) manages investment company portfolios currently having
over $55 billion in assets at September 30, 1996. The Manager is
paid an advisory fee by the Fund, based on its net assets. The
Fund has a portfolio manager, Robert C. Doll, Jr., who is employed
by the Manager and is primarily responsible for the selection of
the Fund's securities. The Fund's Board of Trustees, elected by
shareholders, oversees the investment adviser and the portfolio
manager. Please refer to "How the Fund is Managed," starting on
page __ for more information about the Manager and its fees.
How Risky Is the Fund? All investments carry risks to some
degree. It is important to remember that the Fund is designed for
long-term investors. The Fund's investments in stocks are subject
to changes in their value from a number of factors such as changes
in general stock market movements. A change in value of particular
stocks may result from an event affecting the issuer, or changes
in interest rates that can affect stock prices. The Fund's
investments in foreign securities are subject to additional risks
associated with investing abroad, such as the effect of currency
rate changes on stock values. These changes affect the value of
the Fund's investments and its share prices for each class of its
shares. In the Oppenheimer funds spectrum, the Fund is generally
considered more aggressive than the money market or growth and
income funds because it invests for capital appreciation in common
stocks, emphasizing "growth" stocks that tend to be more volatile
than other investments. While the Manager tries to reduce risks by
diversifying investments, by carefully researching securities
before they are purchased for the portfolio, and in some cases by
using hedging techniques, there is no guarantee of success in
achieving the Fund's objectives and your shares may be worth more
or less than their original cost when you redeem them. Please
refer to "Investment Risks" starting on page 12 for a more complete
discussion of the Fund's investment risks.
How Can I Buy Shares? You can buy shares through your
dealer or financial institution, or you can purchase shares
directly through the Distributor by completing an Application or by
using an Automatic Investment Plan under AccountLink. Please refer
to "How to Buy Shares" on page 22 for more details.
Will I Pay a Sales Charge to Buy Shares? The Fund has four
classes of shares. Each class of shares has the same investment
portfolio but different expenses. Class A shares are offered with
a front-end sales charge, starting at 5.75% and reduced for larger
purchases. Class B shares and Class C shares are offered without
a front-end sales charge, but may be subject to a contingent
deferred sales charge if redeemed within 6 years or 12 months,
respectively, of purchase. There is also an annual asset-based
sales charge on Class B shares and Class C shares. Class Y shares
are offered at net asset value without sales charge only to certain
institutional investors. Please review "How to Buy Shares"
starting on page 24 for more details, including a discussion about
factors you and your financial advisor should consider in
determining which class may be appropriate for you.
How Can I Sell My Shares? Shares can be redeemed by mail or
by telephone call to the Transfer Agent on any business day, or
through your dealer. Please refer to "How to Sell Shares" on page
38. The Fund also offers exchange privileges to other Oppenheimer
funds, described in "How to Exchange Shares" on page 40.
How Has the Fund Performed? The Fund measures its
performance by quoting its average annual total returns and
cumulative total returns, which measure historical performance.
Those returns can be compared to the returns (over similar periods)
of other funds. Of course, other funds may have different
objectives, investments, and levels of risk. The Fund's
performance can also be compared to a broad market index, which we
have done on pages 20 and 21. Please remember that past
performance does not guarantee future results.
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data and expense
ratios and other data based on the Fund's average net assets. This
information has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors, whose report on the Fund's financial
statements for the fiscal year ended August 31, 1996, is included
in the Statement of Additional Information. The Fund has changed
its fiscal year from June 30 to August 31. Class C shares were
only offered during a portion of the for the fiscal year ended
August 31, 1996, commencing on November 1, 1995.
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Financial Highlights
Class A
-------------------------------------------------------------------
Two Months
Ended
August 31, Year Ended June 30,
1996(2) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $33.43 $30.80 $26.65 $27.34
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .08 .44 .36 .16
Net realized and unrealized gain (loss) .18 5.70 6.83 (.05)
- -------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations .26 6.14 7.19 .11
- -------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.41) (.24) (.16)
Distributions from net realized gain -- (3.10) (2.80) (.64)
- -------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders -- (3.51) (3.04) (.80)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $33.69 $33.43 $30.80 $26.65
===============================================================
- -------------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(5) 0.78% 21.00% 29.45% 0.27%
- -------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $1,127,836 $1,120,046 $860,736 $656,934
- -------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,101,233 $1,018,022 $727,102 $720,765
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 1.50%(6) 1.43% 1.31% 0.56%
Expenses 1.03%(6) 1.06% 1.05% 1.07%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8%
Average brokerage commission rate(8) $0.0595 $0.0583 -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
-------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $24.94 $21.88 $20.60 $18.90 $17.13 $20.37 $23.82
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .19 .29 .47 .64 .62 .67 .93
Net realized and unrealized gain (loss) 4.03 3.13 1.36 1.76 1.78 (.89) .59
- -------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations 4.22 3.42 1.83 2.40 2.40 (.22) 1.52
- -------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders
Dividends from net investment income (.25) (.36) (.55) (.70) (.59) (1.27) (.77)
Distributions from net realized gain (1.57) -- -- -- (.04) (1.75) (4.20)
- -------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders (1.82) (.36) (.55) (.70) (.63) (3.02) (4.97)
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $27.34 $24.94 $21.88 $20.60 $18.90 $17.13 $20.37
==================================================================================
- -------------------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(5) 16.88% 15.69% 9.39% 12.98% 14.54% (1.03)% 9.48%
- -------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $743,830 $630,767 $550,480 551,295 $542,250 $552,863 $690,326
- -------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $710,391 $624,527 $520,335 547,090 $529,699 $570,250 $717,115
- -------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.72% 1.14% 2.20% 3.07% 3.31% 3.78% 4.32%
Expenses 0.93% 0.90% 0.94% 0.92% 0.97% 0.95% 0.93%
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 23.2% 36.7% 31.1% 27.6% 27.1% 120.3% 371.2%
Average brokerage commission rate(8) -- -- -- -- -- -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Class B
------------------------------------------------------------------------
Two Months
Ended
August 31, Year Ended June 30,
1996(2) 1996 1995 1994(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $32.74 $30.36 $26.44 $27.02
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .04 .23 .20 (.04)
Net realized and unrealized gain (loss) .16 5.53 6.65 .21
- ------------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations .20 5.76 6.85 .17
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.28) (.13) (.11)
Distributions from net realized gain -- (3.10) (2.80) (.64)
- ------------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders -- (3.38) (2.93) (.75)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $32.94 $32.74 $30.36 $26.44
==============================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(5) 0.61% 19.95% 28.22% (0.20)%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $137,437 $129,484 $43,267 $8,747
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $131,142 $ 90,501 $18,722 $5,119
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.61%(6) 0.60% 0.44% (0.22)%(6)
Expenses 1.92%(6) 1.89% 2.02% 1.98%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8%
Average brokerage commission rate(8) $0.0595 $0.0583 -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------
Class C
--------------------------------
Two Months
Ended Period Ended
August 31, June 30,
1996(2) 1996(3)
- --------------------------------------------------------------------------------
<S> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $33.22 $33.44
- --------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .02 .40
Net realized and unrealized gain (loss) .18 2.88
- --------------------------------------------------------------------------------
Total income (loss) from investment
operations .20 3.28
- --------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.40)
Distributions from net realized gain -- (3.10)
- --------------------------------------------------------------------------------
Total dividends and distributions
to shareholders -- (3.50)
- --------------------------------------------------------------------------------
Net asset value, end of period $33.42 $33.22
================================
- --------------------------------------------------------------------------------
Total Return, at Net Asset Value(5) 0.60% 10.07%
- --------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $5,034 $3,593
- --------------------------------------------------------------------------------
Average net assets (in thousands) $4,105 $1,804
- --------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.44%(6) 0.65%(6)
Expenses 2.10%(6) 1.81%(6)
- --------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0%
Average brokerage commission rate(8) $0.0595 $0.0583
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------
Class Y
---------------------------------------------------------------
Two Months
Ended
August 31, Year Ended June 30,
1996(2) 1996 1995 1994(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $33.42 $30.80 $26.64 $28.08
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .08 .46 .30 .02
Net realized and unrealized gain (loss) .19 5.70 6.92 (1.46)
- -------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations .27 6.16 7.22 (1.44)
- -------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.44) (.26) --
Distributions from net realized gain -- (3.10) (2.80) --
- -------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders -- (3.54) (3.06) --
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $33.69 $33.42 $30.80 $26.64
===================================================================
- -------------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(5) 0.81% 21.10% 29.59% (5.13)%
- -------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $18,497 $16,110 $3,189 $9
- -------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $16,792 $9,384 $536 $10
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 1.67%(6) 1.56% 1.54% 1.09%(6)
Expenses 0.87%(6) 0.94% 1.04% 1.25%(6)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8%
Average brokerage commission rate(8) $0.0595 $0.0583 -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S><C>
1. For the period from June 1, 1994 (inception of offering) to June 30, 1994.
2. The Fund changed its fiscal year end from June 30 to August 31.
3. For the period from November 1, 1995 (inception of offering) to June 30,
1996.
4. For the period from August 17, 1993 (inception of offering) to June 30, 1994. Per share amounts calculated based on the
weighted average number of shares outstanding during the period.
5. Assumes a hypothetical initial investment on the business day before the first day of the fiscal period (or inception of
offering), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
6. Annualized.
7. The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of
portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year
or less are excluded from the calculation. Purchases and sales of investment securities (excluding short-term securities) for the
period ended August 31, 1996 were $62,748,065 and $55,257,768, respectively.
8. Total brokerage commissions paid on applicable purchases and sales of portfolio securities for the period divided by the total
number of related shares purchased and sold.
</TABLE>
Oppenheimer Growth Fund
Investment Objective and Policies
Objective. The Fund invests its assets to seek capital
appreciation for shareholders. The Fund does not invest to seek
current income to pay shareholders.
Investment Policies and Strategies. The Fund seeks its
investment objective by emphasizing investment in common stocks
issued by established mid- and large- capitalization "growth
companies" that, in the opinion of the Manager, have above average
earnings prospects but are selling at below-normal valuations.
Mid-cap companies generally have market capitalizations between $1
billion and $5 billion, and large-cap companies generally have
market capitalizations greater than $5 billion.
"Growth companies" may be developing new products or services,
or expanding into new markets for their products. While they may
have what the Manager believes to be favorable prospects for the
long-term, they normally retain a large part of their earnings for
research, development and investment in capital assets. Therefore,
they tend not to emphasize the payment of dividends. In the event
that economic or financial conditions adversely affect equity
securities, defensive investment methods may be stressed.
Investment opportunities may be sought among securities of smaller,
less well known companies, although the Fund's emphasis is on mid-
and large-cap issuers.
The securities selected for defensive or liquidity purposes
may include cash, cash equivalents (such as commercial paper) and
U.S. Government securities. It is expected that the emphasis of
this portion of the portfolio will usually be on short-term debt
securities (i.e., those maturing in one year or less from date of
purchase), since such securities usually may be quickly disposed of
at prices not involving significant gains or losses when the
Manager wishes to increase the portion of the portfolio invested in
securities selected for appreciation possibilities.
Can the Fund's Investment Objective and Policies Change?
The Fund has an investment objective, described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and
strategies in carrying out those policies. The Fund's investment
policies and practices are not "fundamental" unless this Prospectus
or the Statement of Additional Information says that a particular
policy is "fundamental." The Fund's investment objective is a
fundamental policy.
Fundamental policies are those that cannot be changed without
the approval of a "majority" of the Fund's outstanding voting
shares. The term "majority" is defined in the Investment Company
Act to be a particular percentage of outstanding voting shares (and
this term is explained in the Statement of Additional Information).
The Fund's Board of Trustees may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus.
Investment Risks.
All investments carry risks to some degree, whether they are risks
that market prices of the investment will fluctuate (this is known
as "market risk") or that the underlying issuer will experience
financial difficulties and may default on its obligations under a
fixed-income investment to pay interest and repay principal (this
is referred to as "credit risk"). These general investment risks,
and the special risks of certain types of investments that the Fund
may hold are described below. They affect the value of the Fund's
investments, its investment performance, and the prices of its
shares. These risks collectively form the risk profile of the
Fund.
Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, the Fund is designed for
investors who are investing for the long term. It is not intended
for investors seeking assured income or preservation of capital.
While the Manager tries to reduce risks by diversifying
investments, by carefully researching securities before they are
purchased, and in some cases by using hedging techniques, changes
in overall market prices can occur at any time, and because the
income earned on securities is subject to change, there is no
assurance that the Fund will achieve its investment objective.
When you redeem your shares, they may be worth more or less than
what you paid for them.
Stock Investment Risks. Because the Fund invests a
substantial portion of its assets in stocks, the value of the
Fund's portfolio will be affected by changes in the stock markets.
At times, the stock markets can be volatile, and stock prices can
change substantially. This market risk will affect the Fund's net
asset values per share, which will fluctuate as the values of the
Fund's portfolio securities change. Not all stock prices change
uniformly or at the same time, not all stock markets move in the
same direction at the same time and other factors can affect a
particular stock's prices (for example poor earnings reports by an
issuer, loss of major customers, major litigation against an issuer
and changes in government regulations affecting an industry). Not
all of these factors can be predicted. The Fund attempts to limit
market risks by diversifying its investments, that is, by not
holding a substantial amount of the stock of any one company, and
by not investing too great a percentage of the Fund's assets in any
one company.
Interest Rate Risks. Debt securities are subject to changes
in their values due to changes in prevailing interest rates. When
prevailing interest rates fall, the value of already-issued debt
securities generally rise. When interest rates rise, the values of
already-issued debt securities generally decline. The magnitude of
these fluctuations will often be greater for longer-term debt
securities than shorter-term debt securities. Changes in the value
of securities held by the Fund mean that the Fund's share prices
can go up or down when interest rates change because of the effect
of the change on the value of the Fund's portfolio of debt
securities.
Foreign Securities Have Special Risks. The Fund may invest
up to 25% of its total assets in foreign securities, but generally
limits its investments in foreign securities to no more than 10% of
its total assets. While foreign securities offer special investment
opportunities, there are also special risks. The change in value
of a foreign currency against the U.S. dollar will result in a
change in the U.S. dollar value of securities denominated in that
foreign currency. Foreign issuers are not subject to the same
accounting and disclosure requirements that U.S. companies are
subject to. The value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of
a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy
in the U.S. or abroad, or other political and economic factors.
More information about the risks and potential rewards of investing
in foreign securities is contained in the Statement of Additional
Information.
Borrowing for Leverage. The Fund may borrow money from
banks to buy securities. The Fund will borrow only if it can do so
without putting up assets as security for a loan. This is a
speculative investment method known as "leverage." This investing
technique may subject the Fund to greater risks and costs than
funds that do not borrow. These risks may include the possibility
that the Fund's net asset value per share will fluctuate more than
funds that don't borrow. Borrowing for leverage is subject to
limits under the Investment Company Act, described in more detail
in "Borrowing for Leverage" in the Statement of Additional
Information. Under the Investment Company Act, the Fund can borrow
only if it maintains a 300% ratio of net assets to borrowing at all
times.
Hedging instruments can be volatile investments and may
involve special risks. The use of futures for hedging purposes
requires special skills and knowledge of investment techniques that
are different than what is required for normal portfolio
management. If the Manager uses a hedging instrument at the wrong
time or judges market conditions incorrectly, hedging strategies
may reduce the Fund's return. The Fund could also experience losses
if the prices of its futures positions were not correlated with its
other investments or if it could not close out a position because
the market for the future was illiquid. These risks are described
in greater detail in the Statement of Additional Information.
Investment Techniques and Strategies
The Fund may also use the investment techniques and strategies
described below, which involve certain risks. The Statement of
Additional Information contains more information about these
practices, including limitations on their use that are designed to
reduce some of the risks.
Small, Unseasoned Companies. The Fund may invest in
securities of small, unseasoned companies. These are companies
that, together with the operations of predecessors, have been in
operation for less than three years. Securities of these companies
may have limited liquidity (which means that the Fund may have
difficulty selling them at an acceptable price when it wants to)
and the prices of these securities may be volatile. As a matter of
fundamental policy, the Fund will not make an investment that will
result in more than 15% of the Fund's total assets being invested
in securities of such companies. The Fund currently intends to
invest no more than 5% of its total assets in securities of small,
unseasoned issuers.
Foreign Securities. The Fund may purchase equity securities
issued or guaranteed by foreign companies or foreign governments or
their agencies. The Fund may invest up to 25% of its total assets
in foreign securities, but generally limits its investments in
foreign securities to no more than 10% of its total assets. The
Fund may buy securities in any country, developed or
underdeveloped. Investments in securities of issuers in
underdeveloped countries generally involve more risk and may be
considered highly speculative.
Short-Term Debt Securities. When the Manager believes it is
appropriate (for example, for defensive purposes during unstable
market conditions), the Fund can hold cash or invest without limit
in money market instruments. The Fund will invest in high quality,
short-term money market instruments such as U.S. Treasury and
agency obligations; commercial paper (short-term, unsecured,
negotiable promissory notes of a domestic or foreign company);
short-term debt obligations of corporate issuers; and certificates
of deposit and bankers' acceptances (time drafts drawn on
commercial banks usually in connection with international
transactions) of domestic or foreign banks and savings and loan
associations. The issuers of foreign money market instruments
purchased by the Fund must have at least $1 billion (U.S.) of
assets.
Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments.
Investments may be illiquid because of the absence of an active
trading market, making it difficult to value them or dispose of
them promptly at an acceptable price. A restricted security is one
that has a contractual restriction on its resale or which cannot be
sold publicly until it is registered under the Securities Act of
1933. The Fund currently intends not to invest more than 10% of
its net assets in illiquid or restricted securities (the Board may
increase that limit to 15%). The Manager monitors holdings of
illiquid securities on an ongoing basis and at times the Fund may
be required to sell some holdings to maintain adequate liquidity.
Certain restricted securities, eligible for resale to qualified
institutional purchasers, are not subject to that limit.
Loans of Portfolio Securities. To raise cash for liquidity
purposes, the Fund may lend its portfolio securities to brokers,
dealers and other types of financial institutions approved by the
Board of Trustees. The Fund must receive collateral for a loan.
After any loan, the value of the securities loaned must not exceed
25% of the value of the Fund's total assets. There are some risks
in connection with securities lending. The Fund might experience a
delay in receiving additional collateral to secure a loan, or a
delay in recovery of the loaned securities if the borrower
defaults. The Fund presently does not intend to make loans of
portfolio securities that will exceed 5% of the value of the Fund's
total assets in the coming year.
Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security
and simultaneously sells it to the vendor for delivery at a future
date. They are used primarily for cash purposes. There is no
limit on the amount of the Fund's net assets that may be subject to
repurchase agreements of seven days or less. Repurchase agreements
must be fully collateralized. However, if the vendor fails to pay
the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is
any delay in its ability to do so. The Fund will not enter into a
repurchase agreement that causes more than 10% of its net assets to
be subject to repurchase agreements having a maturity beyond seven
days (the Board may increase that limit to 15%).
Hedging. The Fund may purchase and sell futures contracts
that relate to broadly-based securities indices (these are referred
to as Financial Futures and are also referred to as "hedging
instruments"). While the Fund currently does not engage
extensively in hedging, the Fund may use these instruments for
hedging purposes.
The Fund may buy and sell futures and forward contracts for
a number of purposes. It may do so to try to manage its exposure
to the possibility that the prices of its portfolio securities may
decline, or to establish a position in the equity securities market
as a temporary substitute for purchasing individual securities.
Selling futures hedges the Fund's portfolio against price
fluctuations. Buying futures tends to increase the Fund's exposure
to the securities market.
Derivative Investments. In general, a "derivative
investment" is a specially designed investment. Its performance is
linked to the performance of another investment or security. In
the broadest sense, futures contracts (discussed in "Hedging,"
above) may be considered "derivative investments."
Other Investment Restrictions. The Fund has other investment
restrictions which are fundamental policies. Under these
fundamental policies, the Fund cannot do any of the following:
The Fund cannot as to 75% of its assets, invest in the
securities of any one issuer (other than the U.S. Government or its
agencies or instrumentalities) if immediately thereafter (a) more
than 5% of the Fund's total assets would be invested in securities
of that issuer, or (b) the Fund would then own more than 10% of
that issuer's voting securities.
The Fund cannot concentrate investments in any particular
industry; therefore the Fund will not purchase the securities of
companies in any one industry if, thereafter, more than 25% of the
value of the Fund's assets would consist of securities of companies
in that industry.
The Fund cannot deviate from the percentage restrictions
listed under "Small, Unseasoned Companies," "Loans of Portfolio
Securities," and "Borrowing For Leverage."
Unless the Prospectus states that a percentage restriction
applies continuously, it applies only at the time the Fund makes an
investment, and the Fund need not sell securities to meet the
percentage limits if the value of the investment increases in
proportion to the size of the Fund. Other investment restrictions
are listed in "Investment Restrictions" in the Statement of
Additional Information.
How the Fund is Managed
Organization and History. The Fund was organized in 1972 as a
Maryland corporation but was reorganized in 1985 as a Massachusetts
business trust. The Fund is an open-end management investment
company.
The Fund is governed by a Board of Trustees, which is
responsible for protecting the interests of shareholders under
Massachusetts law. The Trustees meet periodically throughout the
year to oversee the Fund's activities, review its performance, and
review the actions of the Manager. "Trustees and Officers of the
Fund" in the Statement of Additional Information names the Trustees
and provides more information about them and the officers of the
Fund. Although the Fund will not normally hold annual meetings of
its shareholders, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call
a meeting to remove a Trustee or to take other action described in
the Fund's Declaration of Trust.
The Board of Trustees has the power, without shareholder
approval, to divide unissued shares of the Fund into two or more
classes. The Board has done so, and the Fund currently has four
classes of shares, Class A, Class B, Class C and Class Y. All
classes invest in the same investment portfolio. Only certain
institutional investors may elect to purchase Class Y shares. Each
class has its own dividends and distributions and pays certain
expenses which may be different for the different classes. Each
class may have a different net asset value. Each share has one
vote at shareholder meetings, with fractional shares voting
proportionally in matters submitted to the vote of shareholders.
Shares of each class may have separate voting rights on matters in
which interests of one class are different from interests of
another class, and shares of a particular class vote as a class on
matters that affect that class alone. Shares are freely
transferrable.
The Manager and Its Affiliates. The Fund is managed by the
Manager, OppenheimerFunds, Inc., which is responsible for selecting
the Fund's investments and handles its day-to-day business. The
Manager carries out its duties, subject to the policies established
by the Board of Trustees, under an Investment Advisory Agreement
which states the Manager's responsibilities. The Agreement sets
forth the fees paid by the Fund to the Manager, and describes the
expenses that the Fund is responsible for paying to conduct its
business.
The Manager has operated as an investment adviser since 1959.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $55 billion as of September 30, 1996, and with more than 3
million shareholder accounts. The Manager is owned by Oppenheimer
Acquisition Corp., a holding company that is owned in part by
senior officers of the Manager and controlled by Massachusetts
Mutual Life Insurance Company.
Portfolio Manager. The Portfolio Manager of the Fund is
Robert C. Doll, Jr. He has been the person principally responsible
for the day-to-day management of the Fund's portfolio since
September, 1987. Mr. Doll is an Executive Vice President and
Director of Equity Investments of the Manager.
Fees and Expenses. Under the investment advisory agreement,
as amended per a resolution of the Board of Trustees dated December
14, 1995 to reduce the fee on assets in excess of $1.5 billion (the
"Investment Advisory Agreement"), the Fund pays the Manager a
monthly fee at the following annual rates, which decline on
additional assets as the Fund grows: 0.75% of the first $200
million of average annual net assets; 0.72% of the next $200
million; 0.69% of the next $200 million; 0.66% of the next $200
million; 0.60% of the next $700 million; and 0.58% of average
annual net assets in excess of $1.5 billion. The Fund's management
fee for its fiscal years ended June 30, 1996 and August 31, 1996
were 0.68% and 0.67%, respectively, of average annual net assets
for each class of shares that were offered.
The Fund pays expenses related to its daily operations, such
as custodian fees, Trustees' fees, transfer agency fees, legal and
auditing costs. Those expenses are paid out of the Fund's assets
and are not paid directly by shareholders. However, those expenses
reduce the net asset value of shares, and therefore are indirectly
borne by shareholders through their investment. More information
about the Investment Advisory Agreement and the other expenses paid
by the Fund is contained in the Statement of Additional
Information.
There is also information about the Fund's brokerage policies
and practices in "Brokerage Policies of the Fund" in the Statement
of Additional Information. That section discusses how brokers and
dealers are selected for the Fund's portfolio transactions. When
deciding which brokers to use, the Manager is permitted by the
Investment Advisory Agreement to consider whether brokers have sold
shares of the Fund or any other funds for which the Manager serves
as investment adviser.
The Distributor. The Fund's shares are sold through
dealers, brokers and other financial institutions that have a sales
agreement with OppenheimerFunds Distributor, Inc., a subsidiary of
the Manager that acts as the Fund's Distributor. The Distributor
also distributes the shares of the other "Oppenheimer funds"
managed by the Manager and is sub-distributor for funds managed by
a subsidiary of the Manager.
The Transfer Agent. The Fund's Transfer Agent is
OppenheimerFunds Services, a division of the Manager, which acts as
the shareholder servicing agent for the Fund on an "at-cost" basis.
It also acts as the shareholder servicing agent for other
Oppenheimer funds. Shareholders should direct inquiries about
their account to the Transfer Agent at the address and toll-free
numbers shown below in this Prospectus and on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the term
"total return" to illustrate its performance. The performance of
each class of shares is shown separately, because the performance
of each class of shares will usually be different as a result of
the different kinds of expenses each class bears. These returns
measure the performance of a hypothetical account in the Fund over
various periods, and do not show the performance of each
shareholder's account (which will vary if dividends are received in
cash or shares are sold or purchased). The Fund's performance data
may help you see how well your investment has done over time and to
compare market indexes.
It is important to understand that the Fund's total returns
represent past performance and should not be considered to be
predictions of future returns or performance. More detailed
information about how total returns are calculated is contained in
the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over
time, depending on market conditions, the composition of the
portfolio, expenses and which class of shares you purchase.
Total Returns. There are different types of "total returns"
used to measure the Fund's performance. Total return is the change
in value of a hypothetical investment in the Fund over a given
period, assuming that all dividends and capital gains distributions
are reinvested in additional shares. The cumulative total return
measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate
of return for each year in a period that would produce the
cumulative total return over the entire period. However, average
annual total returns do not show the Fund's actual year-by-year
performance.
When total returns are quoted for Class A shares, normally the
current maximum initial sales charge has been deducted. When total
returns are shown for Class B or Class C shares, normally the
contingent deferred sales charge that applies to the period for
which total return is shown has been deducted. However, total
returns may also be quoted "at net asset value," without
considering the effect of either the front-end or the appropriate
contingent deferred sales charge, as applicable, and those returns
would be less if sales charges were deducted.
How Has the Fund Performed? Below is a discussion by the Manager of
the Fund's performance during its most recent fiscal year ended
August 31, 1996, followed by a graphical comparison of the Fund's
performance to an appropriate broad-based market index.
Management's Discussion of Performance. During the Fund's
fiscal year ended August 31, 1996, its performance was affected
principally by the overall strong performance of the U.S. stock
market, although the market experienced significant volatility near
the end of the fiscal year. The portfolio manager focused on
securities with long-term growth potential that the Manager
believed were undervalued. The Fund focused new investments in the
technology and financial services sectors, including U.S. companies
with broad international exposure, which appreciated as the stock
market rose. The Manager disposed of securities it believed had
become over-valued or more fairly valued, especially in the
healthcare sector. As U.S. corporate earnings momentum slowed, the
Manager purchased stocks in the basic materials sector -- paper,
chemicals and metals producers. The Fund maintained a significant
cash position during the fiscal year for defensive purposes and to
try to reduce the effects of any short-term market volatility on
the Fund's share price.
Comparing the Fund's Performance to the Market. The graphs
below show the performance of a hypothetical $10,000 investment in
Class A, Class B, Class C and Class Y shares of the Fund held at
August 31, 1996. In the case of Class A shares, performance is
measured over a ten-year period. In the case of Class B shares,
performance is measured from the inception of the class on August
17, 1993. In the case of Class C shares, performance is measured
from inception of the class on November 1, 1995. In the case of
Class Y shares, performance is measured from the inception of the
class on June 1, 1994. The Fund's performance reflects the
deduction of the 5.75% current maximum initial sales charge on
Class A shares, the applicable contingent deferred sales charge on
Class B and Class C shares, and reinvestment of all dividends and
capital gains distributions.
The Fund's performance is compared to the performance of the
S&P 500 Index, a broad-based index of equity securities widely
regarded as a general measure of the performance of the U.S. equity
securities market. Index performance reflects the reinvestment of
dividends but does not consider the effect of expenses or taxes.
Also, the Fund's performance reflects the effect of Fund business
and operating expenses. While index comparisons may be useful to
provide a benchmark for the Fund's performance, it must be noted
that the Fund's investments are not limited to the securities in
the S&P 500 Index, which tend to be securities of larger, well-
capitalized companies. Moreover, the index data does not reflect
any assessment of the risk of the investments included in the
index.
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Growth Fund and the
S&P 500 Index
[Graph]
Average Annual Total Returns of Class A Shares of the Fund at:1
1 year 5 years 10 years
8/31/96 9.52% 12.69% 11.97%
6/30/96 14.04% 14.89% 11.87%
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Growth Fund and the
S&P 500 Index
[Graph]
Average Annual Total Returns of Class B Shares of the Fund at:2
1 year Life of Class
8/31/96 10.19% 14.88%
6/30/96 14.95% 15.31%
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Growth Fund and the
S&P 500 Index
[Graph]
Cumulative Total Returns of Class C Shares of the Fund at:3
Life of Class
8/31/96 9.74%
6/30/96 9.08%
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Growth Fund and the
S&P 500 Index
[Graph]
Average Annual Total Returns of Class Y Shares of the Fund at:4
1 year Life of Class
8/31/96 16.31% 19.78%
6/30/96 21.10% 21.08%
Total returns and the ending account values in the graphs show
change in share value and include reinvestment of all dividends and
capital gains distributions. The Fund's fiscal year has changed
from 6/30 to 8/31.
1The inception date of the Fund (Class A shares) was 3/15/73.
Class A returns are shown net of the applicable 5.75% current
maximum initial sales charge.
2Class B shares of the Fund were first publicly offered on 8/17/93.
The average annual total returns are shown net of the applicable 5%
and 3% contingent deferred sales charge, respectively, for the one-
year period and the life-of-the-class. The ending account value in
the graph is net of the applicable 3% contingent deferred sales
charge.
3Class C shares of the Fund were first publicly offered on 11/1/95.
The cumulative total return and the ending account value in the
graph are shown net of the applicable 1% contingent deferred sales
charge for the period.
4Class Y shares of the Fund, first publicly offered on 6/1/94, are
offered at net asset value without sales charges to certain
institutional investors.
Past performance is not predictive of future performance.
Graphs are not drawn to same scales.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors four different
classes of shares. Three classes, Class A, Class B and Class C,
are available to non-institutional investors. The fourth class,
Class Y, is offered only to certain institutional investors. The
different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and
will likely have different share prices.
Class A Shares. If you buy Class A shares, you may pay an
initial sales charge on investments up to $1 million (up to
$500,000 for purchases by "Retirement Plans," as defined in "Class
A Contingent Deferred Sales Charge" on page __). If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 18 months of buying them, you
may pay a contingent deferred sales charge. The amount of that
sales charge will vary depending on the amount you invested. Sales
charge rates are described in "Buying Class A Shares," below.
Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
six years of buying them, you will normally pay a contingent
deferred sales charge. That sales charge varies depending on how
long you own your shares as described in "Buying Class B Shares"
below.
Class C Shares. If you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
12 months of buying them, you will normally pay a contingent
deferred sales charge of 1% as discussed in "Buying Class C Shares"
below.
Which Class of Shares Should You Choose? Once you decide that the
Fund is an appropriate investment for you, the decision as to which
class of shares is better suited to your needs depends on a number
of factors which you should discuss with your financial advisor.
The Fund's operating costs that apply to a class of shares and the
effect of the different types of sales charges on your investment
will vary your investment results over time. The most important
factors to consider are how much you plan to invest and how long
you plan to hold your investment. If your goals and objectives
change over time and you plan to purchase additional shares, you
should re-evaluate those factors to see if you should consider
another class of shares.
In the following discussion, to help provide you and your
financial advisor with a framework in which to choose a class, we
have made some assumptions using a hypothetical investment in the
Fund. We assumed you are an individual investor, and therefore
ineligible to purchase Class Y shares. We used the sales charge
rates that apply to Class A, Class B and Class C shares and
considered the effect of the annual asset-based sales charge on
Class B and Class C expenses (which, like all expenses, will affect
your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in the investment
each year. Of course, the actual performance of your investment
cannot be predicted and will vary, based on the Fund's actual
investment returns and the operating expenses borne by each class
of shares, and which class of shares you invest in. The factors
discussed below are not intended to be investment advice or
recommendations, because each investor's financial considerations
are different. The discussion below of the factors to consider in
purchasing a particular class of shares assumes that you will
purchase only one class of shares and not a combination of shares
of different classes.
How Long Do You Expect to Hold Your Investment? While
future financial needs cannot be predicted with certainty, knowing
how long you expect to hold your investment will assist you in
selecting the appropriate class of shares. Because of the effect
of class-based expenses, your choice will also depend on how much
you plan to invest. For example, the reduced sales charges
available for larger purchases of Class A shares may, over time,
offset the effect of paying an initial sales charge on your
investment (which reduces the amount of your investment dollars
used to buy shares for your account), compared to the effect over
time of higher class-based expenses on shares of Class B or Class
C shares for which no initial sales charge is paid.
Investing for the Short Term. If you have a short-term
investment horizon (that is, you plan to hold your shares for not
more than six years), you should probably consider purchasing Class
A or Class C shares rather than Class B shares, because of the
effect of the Class B contingent deferred sales charge if you
redeem in less than 7 years, as well as the effect of the Class B
asset-based sales charge on the investment return for that class in
the short-term. Class C shares might be the appropriate choice
(especially for investments of less than $100,000), because there
is no initial sales charge on Class C shares, and the contingent
deferred sales charge does not apply to amounts you sell after
holding them one year.
However, if you plan to invest more than $100,000 for the
shorter term, then the more you invest and the more your investment
horizon increases toward six years, Class C shares might not be as
advantageous as Class A shares. That is because the annual asset-
based sales charge on Class C shares will have a greater impact on
your account over the longer term than the reduced front-end sales
charge available for larger purchases of Class A shares. For
example, Class A shares might be more advantageous than Class C (as
well as Class B) shares for investments of more than $100,000
expected to be held for 5 or 6 years (or more). For investments
over $250,000 expected to be held 4 to 6 years (or more), Class A
shares may become more advantageous than Class C (and B) shares.
If investing $500,000 or more, Class A shares may be more
advantageous as your investment horizon approaches 3 years or more.
And for most investors who invest $1 million or more, in most
cases Class A shares will be the most advantageous choice, no
matter how long you intend to hold your shares. For that reason,
the Distributor normally will not accept purchase orders of
$500,000 or more of Class B shares or $1 million or more of Class
C shares from a single investor. Of course, these examples are
based on approximations of the effect of current sales charges and
expenses on a hypothetical investment over time, using the assumed
annual performance return stated above, and therefore should not be
relied on as rigid guidelines.
Investing for the Longer Term. If you are investing for the
longer-term, for example, for retirement, and do not expect to need
access to your money for seven years or more, Class B shares may be
an appropriate consideration, if you plan to invest less than
$100,000. If you plan to invest more than $100,000 over the long
term, Class A shares will likely be more advantageous than Class B
shares or Class C shares, as discussed above, because of the effect
of the expected lower expenses for Class A shares and the reduced
initial sales charges available for larger investments in Class A
shares under the Fund's Right of Accumulation.
Of course, these examples are based on approximations of the
effect of current sales charges and expenses on a hypothetical
investment over time, using the assumed annual performance return
stated above, and therefore, you should analyze your options
carefully.
Are There Differences in Account Features That Matter to
You? Because some account features may not be available for Class
B or Class C shareholders, you should carefully review how you plan
to use your investment account before deciding which class of
shares is better for you. For example, share certificates are not
available for Class B or Class C shares and if you are considering
using your shares as collateral for a loan, that may be a factor to
consider. Additionally, the dividends payable to Class B and Class
C shareholders will be reduced by the additional expenses borne
solely by those classes, such as the asset-based sales charges
described below and in the Statement of Additional Information.
How Does It Affect Payments to My Broker? A salesperson,
such as a broker, or any other person who is entitled to receive
compensation for selling Fund shares may receive different
compensation for selling one class of shares than for selling
another class. It is important that investors understand that the
purposes of the Class B and Class C contingent deferred sales
charge and asset-based sales charges is the same as the purpose of
the front-end sales charge on sales of Class A shares: to
compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.
How Much Must You Invest? You can open a Fund account with a
minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced
minimum investments under special investment plans.
With Asset Builder Plans, Automatic Exchange Plans,
403(b)(7) custodial plans and military allotment plans, you can
make initial and subsequent investments of as little as $25; and
subsequent purchases of at least $25 can be made by telephone
through AccountLink.
Under pension and profit-sharing and 401(k) plans and
Individual Retirement Accounts (IRAs), you can make an initial
investment of as little as $250 (if your IRA is established under
an Asset Builder Plan, the $25 minimum applies), and subsequent
investments may be as little as $25.
There is no minimum investment requirement if you are buying
shares by reinvesting dividends from the Fund or other Oppenheimer
funds (a list of them appears in the Statement of Additional
Information, or you can ask your dealer or call the Transfer
Agent), or by reinvesting distributions from unit investment trusts
that have made arrangements with the Distributor.
How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a
sales agreement with the Distributor, or directly through the
Distributor, or automatically from your bank account through an
Asset Builder Plan under the OppenheimerFunds AccountLink service.
The Distributor may appoint certain servicing agents as the
Distributor's agent to accept purchase and redemption orders. When
you buy shares, be sure to specify Class A, Class B or Class C
shares. If you do not choose, your investment will be made in
Class A shares.
Buying Shares Through Your Dealer. Your dealer will place
your order with the Distributor on your behalf.
Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box
5270, Denver, Colorado 80217. If you don't list a dealer on the
application, the Distributor will act as your agent in buying the
shares. However, it is recommended that you discuss your
investment first with a financial advisor, to be sure that it is
appropriate for you.
Buying Shares Through OppenheimerFunds AccountLink. You can
use AccountLink to link your Fund account with an account at a U.S.
bank or other financial institution that is an Automated Clearing
House (ACH) member. You can then transmit funds electronically to
purchase shares, to have the Transfer Agent send redemption
proceeds, and to transmit dividends and distributions.
Shares are purchased for your account on AccountLink on the
regular business day the Distributor is instructed by you to
initiate the ACH transfer to buy shares. You can provide those
instructions automatically, under an Asset Builder Plan, described
below, or by telephone instructions using OppenheimerFunds
PhoneLink, also described below. You should request AccountLink
privileges on the application or dealer settlement instructions
used to establish your account. Please refer to "AccountLink"
below for more details.
Asset Builder Plans. You may purchase shares of the Fund
(and up to four other Oppenheimer funds) automatically each month
from your account at a bank or other financial institution under an
Asset Builder Plan with AccountLink. Details are on the
Application and in the Statement of Additional Information.
At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales
charge that applies) that is next determined after the Distributor
receives the purchase order in Denver, Colorado. In most cases, to
enable you to receive that day's offering price, the Distributor or
its designated agent must receive your order by the time of day The
New York Stock Exchange closes, which is normally 4:00 P.M., New
York time, but may be earlier on some days (all references to time
in this Prospectus mean "New York time"). The net asset value of
each class of shares is determined as of that time on each day The
New York Stock Exchange is open (which is a "regular business
day"). If you buy shares through a dealer, the dealer must receive
your order by the close of The New York Stock Exchange on a regular
business day and transmit it to the Distributor so that it is
received before the Distributor's close of business that day, which
is normally 5:00 P.M. The Distributor may reject any purchase order
for the Fund's shares, in its sole discretion.
Special Sales Charge Arrangements For Certain Persons. Appendix A
to this Prospectus sets forth conditions for the waiver of, or
exemption from, sales charges or the special sales charge rates
that apply to purchases of shares of the Fund (including purchases
by exchange) by a person who was a shareholder of one of the Former
Quest for Value Funds (as defined in that Appendix).
Buying Class A Shares. Class A shares are sold at their offering
price, which is normally net asset value plus an initial sales
charge. However, in some cases, described below, purchases are not
subject to an initial sales charge, and the offering price will be
the net asset value. In some cases, reduced sales charges may be
available, as described below. Out of the amount you invest, the
Fund receives the net asset value to invest for your account. The
sales charge varies depending on the amount of your purchase. A
portion of the sales charge may be retained by the Distributor and
allocated to your dealer as commission. The current sales charge
rates and commissions paid to dealers and brokers are as follows:
Front-End
Front-End Sales Charge as
Sales Charge as a Percentage of Commission as
a Percentage of Amount Percentage of
Amount of Purchase Offering Price Invested Offering Price
Less than $25,000 5.75% 6.10% 4.75%
$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%
$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%
$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
The Distributor reserves the right to reallow the entire
commission to dealers. If that occurs, the dealer may be
considered an "underwriter" under Federal securities laws.
Class A Contingent Deferred Sales Charge. There is no
initial sales charge on purchases of Class A shares of any one or
more of the Oppenheimer funds in the following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-qualified
deferred compensation plan (not including Section 457 plans),
employee benefit plan, group retirement plan (see "How to Buy
Shares - Retirement Plans" in the Statement of Additional
Information for further details), an employee's 403(b)(7) custodial
plan account, SEP IRA, SARSEP, or SIMPLE plan (all of these plans
are collectively referred to as "Retirement Plans"); that: (1) buys
shares costing $500,000 or more or (2) has, at the time of
purchase, 100 or more eligible participants, or (3) certifies that
it projects to have annual plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or registered
investment adviser that has made special arrangements with the
Distributor for these purchases, or (2) by a direct rollover of a
distribution from a qualified retirement plan if the administrator
of that plan has made special arrangements with the Distributor for
those purchases.
The Distributor pays dealers of record commissions on those
purchases in an amount equal to (i) 1.0% for non-Retirement Plan
accounts, and (ii) for Retirement Plan accounts, 1.0% of the first
$2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of
purchases over $5 million. That commission will be paid only on
those purchases that were not previously subject to a front-end
sales charge and dealer commission. No sales commission will be
paid to the dealer, broker or financial institution on sales of
Class A shares purchased with the redemption proceeds of shares of
a mutual fund offered as an investment option in a Retirement Plan
in which Oppenheimer funds are also offered as investment options
under a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
If you redeem any of those shares within 18 months of the end
of the calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. That sales
charge may be equal to 1.0% of the lesser of (1) the aggregate net
asset value of the redeemed shares (not including shares purchased
by reinvestment of dividends or capital gains distributions) or (2)
the original offering price (which is the original net asset value)
of the redeemed shares. However, the Class A contingent deferred
sales charge will not exceed the aggregate amount of the
commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class
A contingent deferred sales charge.
In determining whether a contingent deferred sales charge is
payable, the Fund will first redeem shares that are not subject to
the sales charge, including shares purchased by reinvestment of
dividends and capital gains, and then will redeem other shares in
the order that you purchased them. The Class A contingent deferred
sales charge is waived in certain cases described in "Waivers of
Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on
exchanges of shares under the Fund's Exchange privilege (described
below). However, if the shares acquired by exchange are redeemed
within 18 months of the end of the calendar month of the purchase
of the exchanged shares, the contingent deferred sales charge will
apply.
Special Arrangements With Dealers. The Distributor may
advance up to 13 months' commissions to dealers that have
established special arrangements with the Distributor for Asset
Builder Plans for their clients. Until January 1, 1997, dealers
whose sales of Class A shares of Oppenheimer funds (other than
money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per
quarter), will receive monthly one-half of the Distributor's
retained commissions on those sales, and if those sales exceed $10
million per year, those dealers will receive the Distributor's
entire retained commission on those sales.
Reduced Sales Charges for Class A Share Purchases. You may be
eligible to buy Class A shares at reduced sales charge rates in one
or more of the following ways:
Right of Accumulation. To qualify for the lower sales
charge rates that apply to larger purchases of Class A shares, you
and your spouse can add together Class A and Class B shares you
purchase for your individual accounts, or jointly, or for trust or
custodial accounts on behalf of your children who are minors. A
fiduciary can count all shares purchased for a trust, estate or
other fiduciary account (including one or more employee benefit
plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class
A and Class B shares of the Fund and other Oppenheimer funds to
reduce the sales charge rate that applies to current purchases of
Class A shares. You can also include Class A and Class B shares of
Oppenheimer funds you previously purchased subject to an initial or
contingent deferred sales charge to reduce the sales charge rate
for current purchases of Class A shares, provided that you still
hold your investment in one of the Oppenheimer funds. The value of
those shares will be based on the greater of the amount you paid
for the shares or their current value (at offering price). The
Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from
the Distributor. The reduced sales charge will apply only to
current purchases and must be requested when you buy your shares.
Letter of Intent. Under a Letter of Intent, if you purchase
Class A or Class A and Class B shares of the Fund and other
Oppenheimer funds during a 13-month period, you can reduce the
sales charge rate that applies to your purchases of Class A shares.
The total amount of your intended purchases of both Class A and
Class B shares will determine your reduced sales charge rate for
the Class A shares purchased during that period. This can include
purchases made up to 90 days before the date of the Letter. More
information is contained in the Application and in "Reduced Sales
Charges" in the Statement of Additional Information.
Waivers of Class A Sales Charges. The Class A sales charges
are not imposed in the circumstances described below. There is an
explanation of this policy in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers. Class A shares purchased by the following
investors are not subject to any Class A sales charges:
the Manager or its affiliates;
present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced
Sales Charges" in the Statement of Additional Information) of the
Fund, the Manager and its affiliates, and retirement plans
established by them for their employees;
registered management investment companies, or separate
accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose;
dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;
employees and registered representatives (and their spouses)
of dealers or brokers described above or financial institutions
that have entered into sales arrangements with such dealers or
brokers (and are identified to the Distributor) or with the
Distributor; the purchaser must certify to the Distributor at the
time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor
children);
dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular
investment products made available to their clients (those clients
may be charged a transaction fee by their dealer, broker or adviser
for the purchase or sale of shares of the Fund);
(1) investment advisors and financial planners who charge an
advisory, consulting or other fee for their services and buy shares
for their own accounts or the accounts of their clients, (2)
Retirement Plans and deferred compensation plans and trusts used to
fund those Plans (including, for example, plans qualified or
created under sections 401(a), 403(b) or 457 of the Internal
Revenue Code), and "rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made through a broker
or agent or other financial intermediary that has made special
arrangements with the Distributor for those purchases; and (3)
clients of such investment advisors or financial planners who buy
shares for their own accounts may also purchase shares without
sales charge but only if their accounts are linked to a master
account of their investment advisor or financial planner on the
books and records of the broker, agent or financial intermediary
with which the Distributor has made such special arrangements (each
of these investors may be charged a fee by the broker, agent or
financial intermediary for purchasing shares);
directors, trustees, officers or full-time employees of
OpCap Advisors or its affiliates, their relatives or any trust,
pension, profit sharing or other benefit plan which beneficially
owns shares for those persons;
accounts for which Oppenheimer Capital is the investment
adviser (the Distributor must be advised of this arrangement) and
persons who are directors or trustees of the company or trust which
is the beneficial owner of such accounts;
any unit investment trust that has entered into an
appropriate agreement with the Distributor;
a TRAC-2000 401(k) plan (sponsored by the former Quest for
Value Advisors) whose Class B or Class C shares of a Former Quest
for Value Fund were exchanged for Class A shares of that Fund due
to the termination of the Class A shares of that Fund due to the
termination of the Class B and TRAC-2000 program on November 24,
1995; or
qualified retirement plans that had agreed with the former
Quest for Value Advisors to purchase shares of any of the Former
Quest for Value Funds at net asset value, with such shares to be
held through DCXchange, a sub-transfer agency mutual fund
clearinghouse, provided that such arrangements are consummated and
share purchases commence be December 31, 1996.
Waivers of Initial and Contingent Deferred Sales Charges in
Certain Transactions. Class A shares issued or purchased in the
following transactions are not subject to Class A sales charges:
shares issued in plans of reorganization, such as mergers,
asset acquisitions and exchange offers, to which the Fund is a
party;
shares purchased by the reinvestment of loan repayments by
a participant in a retirement plan for which the Manager or its
affiliates acts as sponsor;
shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds
(other than Oppenheimer Cash Reserves) or unit investment trusts
for which reinvestment arrangements have been made with the
Distributor;
shares purchased and paid for with the proceeds of shares
redeemed in the past 12 months from a mutual fund (other than a
fund managed by the Manager or any of its subsidiaries) on which an
initial sales charge or contingent deferred sales charge was paid
(this waiver also applies to shares purchased by exchange of shares
of Oppenheimer Money Market Fund, Inc. that were purchased and paid
for in this manner); this waiver must be requested when the
purchase order is placed for your shares of the Fund, and the
Distributor may require evidence of your qualification for this
waiver; or
shares purchased with the proceeds of maturing principal of
units of any Qualified Unit Investment Liquid Trust Series.
Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions. The Class A contingent deferred sales charge
is also waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following
cases:
to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account
Rules and Policies," below);
if, at the time a purchase order is placed for Class A
shares that would otherwise be subject to the Class A contingent
deferred sales charge, the dealer agrees in writing to accept the
dealer's portion of the commission payable on the sale in
installments of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed within 18
months of purchase);
for distributions from a TRAC-2000 401(k) plan sponsored by
the Distributor due to the termination of the TRAC-2000 program; or
for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans for any of the
following purposes: (1) following the death or disability (as
defined in the Internal Revenue Code) of the participant or
beneficiary (the death or disability must occur after the
participant's account was established); (2) to return excess
contributions; (3) to return contributions made due to a mistake of
fact; (4) hardship withdrawals, as defined in the plan; (5) under
a Qualified Domestic Relations Order, as defined in the Internal
Revenue Code; (6) to meet the minimum distribution requirements of
the Internal Revenue Code; (7) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal
Revenue Code; (8) for retirement distributions or loans to
participants or beneficiaries; (9) separation from service; (10)
participant-directed redemptions to purchase shares of a mutual
fund (other than a fund managed by the Manager or its subsidiary)
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under a
special arrangement with the Distributor; or (11) plan termination
or "in-service distributions", if the redemption proceeds are
rolled over directly to an OppenheimerFunds IRA.
Service Plan for Class A Shares. The Fund has adopted a
Service Plan for Class A shares to reimburse the Distributor for a
portion of its costs incurred in connection with the personal
service and maintenance of shareholder accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate that may
not exceed 0.25% of the average annual net assets of Class A shares
of the Fund. The Fund's Board of Trustees has set the annual rate
for assets representing Class A shares of the fund sold on or after
April 1, 1991 at 0.25%, and has set the annual rate for assets
representing Class A shares sold before April 1, 1991 at 0.15% (the
Board has authority to increase that rate to no more than 0.25%).
The Distributor uses all of those fees to compensate dealers,
brokers, banks and other financial institutions quarterly for
providing personal service and maintenance of accounts of their
customers that hold Class A shares and to reimburse itself (if the
Fund's Board of Trustees authorizes such reimbursements, which it
has not yet done) for its other expenditures under the Plan.
Services to be provided include, among others, answering
customer inquiries about the Fund, assisting in establishing and
maintaining accounts in the Fund, making the Fund's investment
plans available and providing other services at the request of the
Fund or the Distributor. Payments are made by the Distributor
quarterly at an annual rate not to exceed 0.25% of the average
annual net assets of Class A shares held in accounts of the dealer
or its customers. The payments under the Plan increase the annual
expenses of Class A shares. For more details, please refer to
"Distribution and Service Plans" in the Statement of Additional
Information.
Buying Class B Shares. Class B shares are sold at net asset value
per share without an initial sales charge. However, if Class B
shares are redeemed within six years of their purchase, a
contingent deferred sales charge will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge will be based
on the lesser of the net asset value of the redeemed shares at the
time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is
not imposed on the amount of your account value represented by an
increase in net asset value over the initial purchase price. The
Class B contingent deferred sales charge is paid to the Distributor
to reimburse its expenses of providing distribution-related
services to the Fund in connection with the sale of Class B shares.
To determine whether the contingent deferred sales charge
applies to a redemption, the Fund redeems shares in the following
order: (1) shares acquired by reinvestment of dividends and capital
gains distributions, (2) shares held for over six years, and (3)
shares held the longest during the 6-year period. The contingent
deferred sales charge is not imposed in the circumstances described
in "Waivers of Class B and Class C Sales Charges" below.
The amount of the contingent deferred sales charge will depend
on the number of years since you invested and the dollar amount
being redeemed, according to the following schedule:
Years Since Beginning of Contingent Deferred Sales Charge
Month in Which Purchase on Redemptions in that Year
Order Was Accepted (As % of Amount Subject to
Charge)
0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None
In the table, a "year" is a 12-month period. All purchases
are considered to have been made on the first regular business day
of the month in which the purchase was made.
Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to
Class A shares. This conversion feature relieves Class B
shareholders of the asset-based sales charge that applies to Class
B shares under the Class B Distribution and Service Plan, described
below. The conversion is based on the relative net asset value of
the two classes, and no sales load or other charge is imposed.
When Class B shares convert, any other Class B shares that were
acquired by the reinvestment of dividends and distributions on the
converted shares will also convert to Class A shares. The
conversion feature is subject to the continued availability of a
tax ruling described in "Alternative Sales Arrangements - Class A,
Class B and Class C Shares" in the Statement of Additional
Information.
Distribution and Service Plan for Class B Shares. The Fund
has adopted a Distribution and Service Plan for Class B shares to
compensate the Distributor for distributing Class B shares and
servicing accounts. This Plan is described below under "Buying
Class C Shares - Distribution and Service Plans for Class B and
Class C Shares".
Waivers of Class B Sales Charges. The Class B contingent
deferred sales charge will not apply to shares purchased in certain
types of transactions, nor will it apply to shares redeemed in
certain circumstances, as described below under "Waivers of Class
B and Class C Sales Charges."
Buying Class C Shares. Class C shares are sold at net asset value
per share without an initial sales charge. However, if the Class
C shares are redeemed within 12 months of their purchase, a
contingent deferred sales charge of 1.0% will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge will be based
on the lesser of the net asset value of the redeemed shares at the
time of redemption or the original offering price which is the
original net asset value). The contingent deferred sales charge is
not imposed on the amount of your account value represented by the
increase in net asset value over the initial purchase price. The
Class C contingent deferred sales charge is paid to compensate the
Distributor for its expenses of providing distribution-related
services to the Fund in connection with the sale of Class C shares.
To determine whether the contingent deferred sales charge
applies to a redemption, the Fund redeems shares in the following
order: (1) shares acquired by reinvestment of dividends and capital
gains distributions, (2) shares held for over 12 months, and (3)
shares held the longest during the 12-month period.
Distribution and Service Plans for Class B and Class C Shares.
The Fund has adopted Distribution and Service Plans for Class B and
Class C shares to compensate the Distributor for distributing Class
B and Class C shares and servicing accounts. Under the Plans, the
Fund pays the Distributor an annual "asset-based sales charge" of
0.75% per year on Class B shares and on Class C shares. The
Distributor also receives a service fee of 0.25% per year under
each plan.
Under each Plan, both fees are computed on the average of the
net asset value of shares in the respective class, determined as of
the close of each regular business day during the period. The
asset-based sales charge and service fees increase Class B and
Class C expenses by up to 1.00% of the net assets per year of the
respective class.
The Distributor uses the service fees to compensate dealers
for providing personal services for accounts that hold Class B or
Class C shares. Those services are similar to those provided under
the Class A Service Plan, described above. The Distributor pays
the 0.25% service fees to dealers in advance for the first year
after Class B or Class C shares have been sold by the dealer and
retains the service fee paid by the Fund in that year. After the
shares have been held for a year, the Distributor pays the service
fees to dealers on a quarterly basis.
The asset-based sales charge allows investors to buy Class B
or Class C shares without a front-end sales charge while allowing
the Distributor to compensate dealers that sell those shares. The
Fund pays the asset-based sales charges to the Distributor for its
services rendered in distributing Class B and Class C shares.
Those payments are at a fixed rate that is not related to the
Distributor's expenses. The services rendered by the Distributor
include paying and financing the payment of sales commissions,
service fees and other costs of distributing and selling Class B
and Class C shares.
The Distributor currently pays sales commissions of 3.75% of
the purchase price of Class B shares to dealers from its own
resources at the time of sale. Including the advance of the
service fee, the total amount paid by the Distributor to the dealer
at the time of sales of Class B shares is 4.00% of the purchase
price. The Distributor retains the Class B asset-based sales
charge.
The Distributor currently pays sales commissions of 0.75% of
the purchase price to dealers from its own resources at the time of
sale of Class C shares. Including the advance of the service fee,
the total amount paid by the Distributor to the dealer at the time
of sale of Class C shares is 1.00% of the purchase price. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the dealer on Class C shares that have been
outstanding for a year or more.
The Distributor's actual expenses in selling Class B and Class
C shares may be more than the payments it receives from contingent
deferred sales charges collected on redeemed shares and from the
Fund under the Distribution and Service Plans for Class B and Class
C shares. If the Fund terminates either Plan, the Board of Trustees
may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for distributing shares before the Plan
was terminated. At June 30, 1996 and August 31, 1996, the end of
the Class B Plan years, the Distributor had incurred unreimbursed
expenses under the Class B Plan of $3,621,450 and $3,988,986,
respectively (equal to 2.63% and 2.90%, respectively, of the Fund's
net assets represented by Class B shares), which have been carried
over into the present plan year. At June 30, 1996 and August 31,
1996, the end of the Class C Plan years, the Distributor had
incurred unreimbursed expenses under the Class C Plan of $55,221
and $64,346, respectively (equal to 1.54% and 1.28%, respectively,
of the Fund's net assets represented by Class C shares), which have
been carried over into the present plan year.
Waivers of Class B and Class C Sales Charges. The Class B
and Class C contingent deferred sales charges will not be applied
to shares purchased in certain types of transactions nor will it
apply to Class B and Class C shares redeemed in certain
circumstances as described below. The reasons for this policy are
in "Reduced Sales Charges" in the Statement of Additional
Information.
Waivers for Redemptions of Shares in Certain Cases. The Class
B and Class C contingent deferred sales charges will be waived for
redemptions of shares in the following cases:
distributions to participants or beneficiaries from
Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2,
as long as the payments are no more than 10% of the account value
annually (measured from the date the Transfer Agent receives the
request), or (b) following the death or disability (as defined in
the Internal Revenue Code) of the participant or beneficiary (the
death or disability must have occurred after the account was
established);
redemptions from accounts other than Retirement Plans
following the death or disability of the last surviving
shareholder, including a trustee of a "grantor" trust or revocable
living trust for which the trustee is also sole beneficiary (the
death or disability must have occurred after the account was
established, and for disability you must provide evidence of a
determination of disability by the Social Security Administration);
returns of excess contributions to Retirement Plans;
distributions from retirement plans to make "substantially
equal periodic payments" as permitted in Section 72(t) of the
Internal Revenue Code that do not exceed 10% of the account value
annually, measured from the date the Transfer Agent receives the
request; or
distributions from OppenheimerFunds prototype 401(k) plans
(1) for hardship withdrawals; (2) under a Qualified Domestic
Relations Order, as defined in the Internal Revenue Code; (3) to
meet minimum distribution requirements as defined in the Internal
Revenue Code; (4) to make "substantially equal periodic payments"
as described in Section 72(t) of the Internal Revenue Code; or (5)
for separation from service.
Waivers for Shares Sold or Issued in Certain Transactions.
The contingent deferred sales charge is also waived on Class B and
Class C shares sold or issued in the following cases:
shares sold to the Manager or its affiliates;
shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with
the Manager or the Distributor for that purpose;
shares issued in plans of reorganization to which the Fund
is a party; or
shares redeemed involuntarily, as described below.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account
to your account at your bank or other financial institution to
enable you to send money electronically between those accounts to
perform a number of types of account transactions. These include
purchases of shares by telephone (either through a service
representative or by PhoneLink, described below), automatic
investments under Asset Builder Plans, and sending dividends and
distributions or Automatic Withdrawal Plan payments directly to
your bank account. Please refer to the Application for details or
call the Transfer Agent for more information.
AccountLink privileges should be requested on the Application
you use to buy shares, or on your dealer's settlement instructions
if you buy your shares through your dealer. After your account is
established, you can request AccountLink privileges by sending
signature-guaranteed instructions to the Transfer Agent.
AccountLink privileges will apply to each shareholder listed in the
registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those
privileges. After you establish AccountLink for your account, any
change of bank account information must be made by signature-
guaranteed instructions to the Transfer Agent signed by all
shareholders who own the account.
Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase
shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1-800-852-8457. The
purchase payment will be debited from your bank account.
PhoneLink. PhoneLink is the OppenheimerFunds automated
telephone system that enables shareholders to perform a number of
account transactions automatically using a touch-tone phone.
PhoneLink may be used on already-established Fund accounts after
you obtain a Personal Identification Number (PIN), by calling the
special PhoneLink number: 1-800-533-3310.
Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have
established AccountLink privileges to link your bank account with
the Fund, to pay for these purchases.
Exchanging Shares. With the OppenheimerFunds Exchange
Privilege, described below, you can exchange shares automatically
by phone from your Fund account to another Oppenheimer fund account
you have already established by calling the special PhoneLink
number. Please refer to "How to Exchange Shares," below, for
details.
Selling Shares. You can redeem shares by telephone
automatically by calling the PhoneLink number and the Fund will
send the proceeds directly to your AccountLink bank account.
Please refer to "How to Sell Shares," below, for details.
Automatic Withdrawal and Exchange Plans. The Fund has several
plans that enable you to sell shares automatically or exchange them
to another Oppenheimer fund account on a regular basis:
Automatic Withdrawal Plans. If your Fund account is worth
$5,000 or more, you can establish an Automatic Withdrawal Plan to
receive payments of at least $50 on a monthly, quarterly, semi-
annual or annual basis. The checks may be sent to you or sent
automatically to your bank account on AccountLink. You may even
set up certain types of withdrawals of up to $1,500 per month by
telephone. You should consult the Application and Statement of
Additional Information for more details.
Automatic Exchange Plans. You can authorize the Transfer
Agent to exchange automatically an amount you establish in advance
for shares of up to five other Oppenheimer funds on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange
Plan. The minimum purchase for each other Oppenheimer funds
account is $25. These exchanges are subject to the terms of the
exchange privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Class A
or Class B shares of the Fund, you have up to 6 months to reinvest
all or part of the redemption proceeds in Class A shares of the
Fund or of other Oppenheimer funds without paying a sales charge.
This privilege applies to Class A shares that you purchased subject
to an initial sales charge and to Class A or Class B shares on
which you paid a contingent deferred sales charge when you redeemed
them. This privilege does not apply to Class C shares. You must
be sure to ask the Distributor for this privilege when you send
your payment. Please consult the Statement of Additional
Information for more details.
Retirement Plans. Fund shares are available as an investment for
your retirement plans. If you participate in a plan sponsored by
your employer, the plan trustee or administrator must make the
purchase of shares for your retirement plan account. The
Distributor offers a number of different retirement plans that can
be used by individuals and employers:
Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
403(b)(7) Custodial Plans for employees of eligible tax-
exempt organizations, such as schools, hospitals and charitable
organizations
SEP-IRAs (Simplified Employee Pension Plans) for small
business owners or people with income from self-employment,
including SAR-SEP IRAs
Pension and Profit-Sharing Plans for self-employed persons
and other employers
401(k) prototype retirement plans for businesses
Please call the Distributor for the OppenheimerFunds plan
documents, which contain important information and applications.
Class Y Shares. Class Y Shares are sold at net asset value per
share without the imposition of a sales charge at the time of
purchase to separate accounts of insurance companies and other
institutional investors ("Class Y Sponsors") having an agreement
("Class Y Agreements") with the Manager or the Distributor. The
intent of Class Y Agreements is to allow tax-qualified
institutional investors to invest indirectly (through separate
accounts of the Class Y Sponsor) in Class Y Shares of the Fund and
to allow institutional investors to invest directly in Class Y
shares of the Fund. Individual investors are not permitted to
invest directly in Class Y Shares. As of the date of this
Prospectus, it is anticipated that Massachusetts Mutual Life
Insurance Company (an affiliate of the Manager and the Distributor)
will act as Class Y Sponsor for any outstanding Class Y Shares of
the Fund. While Class Y shares are not subject to a contingent
deferred sales charge, asset-based sales charge or service fee, a
Class Y sponsor may impose charges on separate accounts investing
in Class Y shares.
None of the instructions described elsewhere in this
Prospectus or the Statement of Additional Information for the
purchase, redemption, reinvestment, exchange or transfer of shares
of the Fund or the reinvestment of dividends apply to its Class Y
shares. Clients of Class Y Sponsors must request their Sponsor to
effect all transactions in Class Y shares on their behalf.
How to Sell Shares
You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day.
Your shares will be sold at the next net asset value calculated
after your order is received and accepted by the Transfer Agent.
The Fund offers you a number of ways to sell your shares: in
writing or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis, as described above. If
you have questions about any of these procedures, and especially if
you are redeeming shares in a special situation, such as due to the
death of the owner, or from a retirement plan, please call the
Transfer Agent first, at 1-800-525-7048, for assistance.
Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax
withholding requirements for distributions from retirement plans
and you must submit a withholding form with your request to avoid
delay. If your retirement plan account is held for you by your
employer, you must arrange for the distribution request to be sent
by the plan administrator or trustee. There are additional details
in the Statement of Additional Information.
Certain Requests Require a Signature Guarantee. To protect
you and the Fund from fraud, certain redemption requests must be in
writing and must include a signature guarantee in the following
situations (there may be other situations also requiring a
signature guarantee):
You wish to redeem more than $50,000 worth of shares and
receive a check
The redemption check is not payable to all shareholders
listed on the account statement
The redemption check is not sent to the address of record
on your account statement
Shares are being transferred to a Fund account with a
different owner or name
Shares are redeemed by someone other than the owners (such
as an Executor)
Where Can I Have My Signature Guaranteed? The Transfer
Agent will accept a guarantee of your signature by a number of
financial institutions, including: a U.S. bank, trust company,
credit union or savings association, or by a foreign bank that has
a U.S. correspondent bank, or by a U.S. registered dealer or broker
in securities, municipal securities or government securities, or by
a U.S. national securities exchange, a registered securities
association or a clearing agency. If you are signing as a
fiduciary or on behalf of a corporation, partnership or other
business, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that
includes:
Your name
The Fund's name
Your Fund account number (from your account statement)
The dollar amount or number of shares to be redeemed
Any special payment instructions
Any share certificates for the shares you are selling,
The signatures of all registered owners exactly as the
account is registered, and
Any special requirements or documents requested by the
Transfer Agent to assure proper authorization of the person asking
to sell shares.
Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
Send courier or Express Mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of
record may also sell your shares by telephone. To receive the
redemption price on a regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but may be earlier
on some days. You may not redeem shares held in an
OppenheimerFunds retirement plan or under a share certificate by
telephone.
To redeem shares through a service representative, call 1-
800-852-8457
To redeem shares automatically on PhoneLink, call 1-800-
533-3310
Whichever method you use, you may have a check sent to the
address on the account statement, or, if you have linked your Fund
account to your bank account on AccountLink, you may have the
proceeds wired to that bank account.
Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone, in any 7-day period. The check must be
payable to all owners of record of the shares and must be sent to
the address on the account statement. This service is not
available within 30 days of changing the address on an account.
Telephone Redemptions Through AccountLink or Wire. There
are no dollar limits on telephone redemption proceeds sent to a
bank account designated when you establish AccountLink. Normally
the ACH transfer to your bank is initiated on the business day
after the redemption. You do not receive dividends on the proceeds
of the shares you redeemed while they are waiting to be
transferred.
Shareholders may also have the Transfer Agent send redemption
proceeds of $2,500 or more by Federal Funds wire to a designated
commercial bank account if the bank is a member of the Federal
Reserve wire system. There is a $10 fee for each Federal Funds
wire. To place a wire redemption request, call the Transfer Agent
at 1-800-852-8457. The wire will normally be transmitted on the
next bank business day after the shares are redeemed. There is a
possibility that the wire may be delayed up to seven days to enable
the Fund to sell securities to pay the redemption proceeds. No
dividends are accrued or paid on the proceeds of shares that have
been redeemed and are awaiting transmittal by wire. To establish
wire redemption privileges on an account that is already
established, please contact the Transfer Agent for instructions.
Selling Shares Through Your Dealer. The Distributor has made
arrangements to repurchase Fund shares from dealers and brokers on
behalf of their customers. Brokers or dealers may charge for that
service. Please call your dealer for more information about this
procedure. Please refer to "Special Arrangements For Repurchase of
Shares From Dealers and Brokers" in the Statement of Additional
Information for more details.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain
Oppenheimer funds at net asset value per share at the time of
exchange, without sales charge. To exchange shares, you must meet
several conditions:
Shares of the fund selected for exchange must be available
for sale in your state of residence
The prospectuses of this Fund and the fund whose shares you
want to buy must offer the exchange privilege
You must hold the shares you buy when you establish your
account for at least 7 days before you can exchange them; after the
account is open 7 days, you can exchange shares every regular
business day
You must meet the minimum purchase requirements for the fund
you purchase by exchange
Before exchanging into a fund, you should obtain and read
its prospectus
Shares of a particular class of the Fund may be exchanged only
for shares of the same class in the other Oppenheimer funds. For
example, you can exchange Class A shares of this Fund only for
Class A shares of another fund. At present, Oppenheimer Money
Market Fund, Inc. offers only one class of shares, which are
considered "Class A" shares for this purpose. In some cases, sales
charges may be imposed on exchange transactions. Please refer to
"How to Exchange Shares" in the Statement of Additional Information
for more details.
Exchanges may be requested in writing or by telephone:
Written Exchange Requests. Submit an OppenheimerFunds
Exchange Request form, signed by all owners of the account. Send
it to the Transfer Agent at the addresses listed in "How to Sell
Shares."
Telephone Exchange Requests. Telephone exchange requests may
be made either by calling a service representative at 1-800-852-
8457 or by using PhoneLink for automated exchanges, by calling 1-
800-533-3310. Telephone exchanges may be made only between accounts
that are registered with the same name(s) and address. Shares held
under certificates may not be exchanged by telephone.
You can find a list of Oppenheimer funds currently available
for exchanges in the Statement of Additional Information or obtain
one by calling a service representative at 1-800-525-7048. That
list can change from time to time.
There are certain exchange policies you should be aware of:
Shares are normally redeemed from one fund and purchased
from the other fund in the exchange transaction on the same regular
business day on which the Transfer Agent receives an exchange
request that is in proper form by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but may be earlier
on some days. However, either fund may delay the purchase of
shares of the fund you are exchanging into up to seven days if it
determines it would be disadvantaged by a same day transfer of the
proceeds to buy shares. For example, the receipt of multiple
exchange requests from a dealer in a "market-timing" strategy might
require the sale of portfolio securities at a time or price
disadvantageous to the Fund.
Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange
request that will disadvantage it, or to refuse multiple exchange
requests submitted by a shareholder or dealer.
The Fund may amend, suspend or terminate the exchange
privilege at any time. Although the Fund will attempt to provide
you notice whenever it is reasonably able to do so, it may impose
these changes at any time.
For tax purposes, exchanges of shares involve a redemption
of the shares of the Fund you own and a purchase of the shares of
the other fund, which may result in a capital gain or loss. for
more information about taxes affecting exchanges, please refer to
"How to Exchange Shares" in the Statement of Additional
Information.
If the Transfer Agent cannot exchange all the shares you
request because of a restriction cited above, only the shares
eligible for exchange will be exchanged.
The Distributor has entered into agreements with certain
dealers and investment advisers permitting them to exchange their
clients' shares by telephone. These privileges are limited under
those agreements and the Distributor has the right to reject or
suspend those privileges. As a result, those exchanges may be
subject to notice requirements, delays and other limitations that
do not apply to shareholders who exchange their shares directly by
calling or writing to the Transfer Agent.
Shareholder Account Rules and Policies
Net Asset Value Per Share is determined for each class of
shares as of the close of The New York Stock Exchange, which is
normally 4:00 P.M. but may be earlier on some days, on each day the
Exchange is open by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that
are outstanding. The Fund's Board of Trustees has established
procedures to value the Fund's securities to determine net asset
value. In general, securities values are based on market value.
There are special procedures for valuing illiquid and restricted
securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely
in the Statement of Additional Information.
The offering of shares may be suspended during any period in
which the determination of net asset value is suspended, and the
offering may be suspended by the Board of Trustees at any time the
Board believes it is in the Fund's best interest to do so.
Telephone Transaction Privileges for purchases, redemptions
or exchanges may be modified, suspended or terminated by the Fund
at any time. If an account has more than one owner, the Fund and
the Transfer Agent may rely on the instructions of any one owner.
Telephone privileges apply to each owner of the account and the
dealer representative of record for the account unless and until
the Transfer Agent receives cancellation instructions from an owner
of the account.
The Transfer Agent will record any telephone calls to verify
data concerning transactions and has adopted other procedures to
confirm that telephone instructions are genuine, by requiring
callers to provide tax identification numbers and other account
data or by using PINs, and by confirming such transactions in
writing. If the Transfer Agent does not use reasonable procedures
it may be liable for losses due to unauthorized transactions, but
otherwise neither the Transfer Agent nor the Fund will be liable
for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may
not be able to complete a telephone transaction and should consider
placing your order by mail.
Redemption or transfer requests will not be honored until
the Transfer Agent receives all required documents in proper form.
From time to time, the Transfer Agent in its discretion may waive
certain of the requirements for redemptions stated in this
Prospectus.
Dealers that can perform account transactions for their
clients by participating in NETWORKING through the National
Securities Clearing Corporation are responsible for obtaining their
clients' permission to perform those transactions and are
responsible to their clients who are shareholders of the Fund if
the dealer performs any transaction erroneously or improperly.
The redemption price for shares will vary from day to day
because the values of the securities in the Fund's portfolio
fluctuate, and the redemption price, which is the net asset value
per share, will normally be different for Class A, Class B, Class
C and Class Y shares. Therefore, the redemption value of your
shares may be more or less than their original cost.
Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the
shareholder under the redemption procedures described above) within
7 days after the Transfer Agent receives redemption instructions in
proper form, except under unusual circumstances determined by the
Securities and Exchange Commission delaying or suspending such
payments. For accounts registered in the name of a broker-dealer,
payment will be forwarded within 3 business days. The Transfer
Agent may delay forwarding a check or processing a payment via
AccountLink for recently purchased shares, but only until the
purchase payment has cleared. That delay may be as much as 10 days
from the date the shares were purchased. That delay may be avoided
if you purchase shares by certified check or arrange to have your
bank provide telephone or written assurance to the Transfer Agent
that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the
Fund if the account value has fallen below $500 for reasons other
than the fact that the market value of shares has dropped, and in
some cases involuntary redemptions may be made to repay the
Distributor for losses from the cancellation of share purchase
orders.
Under unusual circumstances, shares of the Fund may be
redeemed "in kind," which means that the redemption proceeds will
be paid with securities from the Fund's portfolio. Please refer to
"How to Sell Shares" in the Statement of Additional Information for
more details.
"Backup Withholding" of Federal income tax may be applied at
the rate of 31% from taxable dividends, distributions and
redemption proceeds (including exchanges) if you fail to furnish
the Fund a certified Social Security or Employer Identification
Number when you sign your application, or if you violate Internal
Revenue Service regulations on tax reporting of income.
The Fund does not charge a redemption fee, but if your
dealer or broker handles your redemption, they may charge a fee.
That fee can be avoided by redeeming your Fund shares directly
through the Transfer Agent. Under the circumstances described in
"How To Buy Shares," you may be subject to a contingent deferred
sales charges when redeeming certain Class A, Class B and Class C
shares.
To avoid sending duplicate copies of materials to
households, the Fund will mail only one copy of each annual and
semi-annual report to shareholders having the same last name and
address on the Fund's records. However, each shareholder may call
the Transfer Agent at 1-800-525-7048 to ask that copies of those
materials be sent personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares dividends separately for Class A,
Class B, Class C and Class Y shares from net investment income on
an annual basis and normally pays those dividends to shareholders
in December, but the Board of Trustees can change that date. The
Board may also cause the Fund to declare dividends after the close
of the Fund's fiscal year (which ends August 31st). Because the
Fund does not have an objective of seeking current income, the
amounts of dividends it pays, if any, will likely be small. Also,
dividends paid on Class A and Class Y shares generally are expected
to be higher than for Class B and Class C shares because expenses
allocable to Class B and Class C shares will generally be higher.
Capital Gains. The Fund may make distributions annually in December
out of any net short-term or long-term capital gains, and the Fund
may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. Long-term capital gains will
be separately identified in the tax information the Fund sends you
after the end of the year. Short-term capital gains are treated as
dividends for tax purposes. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are
reinvested. For other accounts, you have four options:
Reinvest All Distributions in the Fund. You can elect to
reinvest all dividends and long-term capital gains distributions in
additional shares of the Fund.
Reinvest Long-Term Capital Gains Only. You can elect to
reinvest long-term capital gains in the Fund while receiving
dividends by check or sent to your bank account on AccountLink.
Receive All Distributions in Cash. You can elect to receive
a check for all dividends and long-term capital gains distributions
or have them sent to your bank on AccountLink.
Reinvest Your Distributions in Another Oppenheimer Fund
Account. You can reinvest all distributions in another Oppenheimer
Fund account you have established.
Taxes. If your account is not a tax-deferred retirement account,
you should be aware of the following tax implications of investing
in the Fund. The Fund's distributions from long-term capital gains
are taxable to shareholders as long-term capital gains, no matter
how long you held your shares. Dividends paid by the Fund from
short-term capital gains and net investment income, including
certain net realized foreign exchange gains, are taxable as
ordinary income. These dividends and distributions are subject to
Federal income tax and may be subject to state or local taxes.
Your distributions are taxable as described above, whether you
reinvest them in additional shares or take them in cash. Corporate
shareholders may be entitled to the corporate dividends received
deduction for some portion of the Fund's distributions treated as
ordinary income, subject to applicable limitations under the
Internal Revenue Code. Every year the Fund will send you and the
IRS a statement showing the aggregate amount and character of the
dividends and other distributions you received for the previous
year.
"Buying a Dividend": When a fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy
shares on or just before the ex-dividend date, or just before the
Fund declares a capital gains distribution, you will pay the full
price for the shares and then receive a portion of the price back
as a taxable dividend or capital gain.
Taxes on Transactions: Share redemptions, including
redemptions for exchanges, are subject to capital gains tax.
Generally speaking, a capital gain or loss is the difference
between the price you paid for the shares and the price you
received when you sold them.
Returns of Capital: In certain cases distributions made by
the Fund may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to
shareholders. A non-taxable return of capital may reduce your tax
basis in your Fund shares.
This information is only a summary of certain federal tax
information about your investment. More information is contained
in the Statement of Additional Information, and in addition you
should consult with your tax adviser about the effect of an
investment in the Fund on your particular tax situation.
<PAGE>
<PAGE>
APPENDIX A
Special Sales Charge Arrangements for Shareholders of the Fund Who
Were Shareholders of the Former Quest for Value Funds
The initial and contingent sales charge rates and waivers for Class
A, Class B and Class C shares of the Fund described elsewhere in
this Prospectus are modified as described below for those
shareholders of (i) Quest for Value Fund, Inc., Quest for Value
Growth and Income Fund, Quest for Value Opportunity Fund, Quest for
Value Small Capitalization Fund and Quest for Value Global Equity
Fund, Inc. on November 24, 1995, when OppenheimerFunds, Inc. became
the investment adviser to those funds, and (ii) Quest for Value
U.S. Government Income Fund, Quest for Value Investment Quality
Income Fund, Quest for Global Income Fund, Quest for Value New York
Tax-Exempt Fund, Quest for Value National Tax-Exempt Fund and Quest
for Value California Tax-Exempt Fund when those funds merged into
various Oppenheimer funds on November 24, 1995. The funds listed
above are referred to in this Prospectus as the "Former Quest for
Value Funds." The waivers of initial and contingent deferred sales
charges described in this Appendix apply to shares of the Fund (i)
acquired by such shareholder pursuant to an exchange of shares of
one of the Oppenheimer funds that was one of the Former Quest for
Value Funds or (ii) received by such shareholder pursuant to the
merger of any of the Former Quest for Value Funds into an
Oppenheimer fund on November 24, 1995.
Class A Sales Charges
Reduced Class A Initial Sales Charge Rates for Certain Former
Quest Shareholders
Purchases by Groups, Associations and Certain Qualified
Retirement Plans. The following table sets forth the initial sales
charge rates for Class A shares purchased by a "Qualified
Retirement Plan" through a single broker, dealer or financial
institution, or by members of "Associations" formed for any purpose
other than the purchase of securities if that Qualified Retirement
Plan or that Association purchased shares of any of the Former
Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995. For this
purpose only, a "Qualified Retirement Plan" includes any 401(k)
plan, 403(b) plan, and SEP/IRA or IRA plan for employees of a
single employer.
Front-End Front-End Commission
Sales Charge Sales Charge as
as a as a Percentage
Number of Percentage Percentage of
Eligible Employees of Offering of Amount Offering
or Members Price Invested Price
9 or fewer 2.50% 2.56% 2.00%
At least 10 but not
more than 49 2.00% 2.04% 1.60%
For purchases by Qualified Retirement plans and Associations
having 50 or more eligible employees or members, there is no
initial sales charge on purchases of Class A shares, but those
shares are subject to the Class A contingent deferred sales charge
described on pages __ and __ of this Prospectus.
Purchases made under this arrangement qualify for the lower of
the sales charge rate in the table based on the number of eligible
employees in a Qualified Retirement Plan or members of an
Association or the sales charge rate that applies under the Rights
of Accumulation described above in the Prospectus. In addition,
purchases by 401(k) plans that are Qualified Retirement Plans
qualify for the waiver of the Class A initial sales charge if they
qualified to purchase shares of any of the Former Quest For Value
Funds by virtue of projected contributions or investments of $1
million or more each year. Individuals who qualify under this
arrangement for reduced sales charge rates as members of
Associations, or as eligible employees in Qualified Retirement
Plans also may purchase shares for their individual or custodial
accounts at these reduced sales charge rates, upon request to the
Fund's Distributor.
Special Class A Contingent Deferred Sales Charge Rates
Class A shares of the Fund purchased by exchange of shares of
other Oppenheimer funds that were acquired as a result of the
merger of Former Quest for Value Funds into those Oppenheimer
funds, and which shares were subject to a Class A contingent
deferred sales charge prior to November 24, 1995 will be subject to
a contingent deferred sales charge at the following rates: if they
are redeemed within 18 months of the end of the calendar month in
which they were purchased, at a rate equal to 1.0% if the
redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent
six months. Class A shares of any of the Former Quest for Value
Funds purchased without an initial sales charge on or before
November 22, 1995 will continue to be subject to the applicable
contingent deferred sales charge in effect as of that date as set
forth in the then-current prospectus for such fund.
Waiver of Class A Sales Charges for Certain Shareholders
Class A shares of the Fund purchased by the following
investors are not subject to any Class A initial or contingent
deferred sales charges:
Shareholders of the Fund who were shareholders of the AMA
Family of Funds on February 28, 1991 and who acquired shares of any
of the Former Quest for Value Funds by merger of a portfolio of the
AMA Family of Funds.
Shareholders of the Fund who acquired shares of any Former
Quest for Value Fund by merger of any of the portfolios of the
Unified Funds.
Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions
The Class A contingent deferred sales charge will not apply to
redemptions of Class A shares of the Fund purchased by the
following investors who were shareholders of any Former Quest for
Value Fund:
Investors who purchased Class A shares from a dealer that is
not or was not permitted to receive a sales load or redemption fee
imposed on a shareholder with whom that dealer has a fiduciary
relationship under the Employee Retirement Income Security Act of
1974 and regulations adopted under that law.
Participants in Qualified Retirement Plans that purchased
shares of any of the Former Quest For Value Funds pursuant to a
special "strategic alliance" with the distributor of those funds.
The Fund's Distributor will pay a commission to the dealer for
purchases of Fund shares as described above in "Class A Contingent
Deferred Sales Charge."
Class A, Class B and Class C Contingent Deferred Sales Charge
Waivers
Waivers for Redemptions of Shares Purchased Prior to March 6,
1995
In the following cases, the contingent deferred sales charge
will be waived for redemptions of Class A, B or C shares of the
Fund acquired by merger of a Former Quest for Value Fund into the
Fund or by exchange from an Oppenheimer fund that was a Former
Quest for Value Fund or into which such fund merged, if those
shares were purchased prior to March 6, 1995: in connection with
(i) distributions to participants or beneficiaries of plans
qualified under Section 401(a) of the Internal Revenue Code or from
custodial accounts under Section 403(b)(7) of the Code, Individual
Retirement Accounts, deferred compensation plans under Section 457
of the Code, and other employee benefit plans, and returns of
excess contributions made to each type of plan, (ii) withdrawals
under an automatic withdrawal plan holding only either Class B or
C shares if the annual withdrawal does not exceed 10% of the
initial value of the account, and (iii) liquidation of a
shareholder's account if the aggregate net asset value of shares
held in the account is less than the required minimum value of such
accounts.
Waivers for Redemptions of Shares Purchased on or After March 6,
1995 but Prior to November 24, 1995.
In the following cases, the contingent deferred sales charge
will be waived for redemptions of Class A, B or C shares of the
Fund acquired by merger of a Former Quest for Value Fund into the
Fund or by exchange from an Oppenheimer fund that was a Former
Quest For Value Fund or into which such fund merged, if those
shares were purchased on or after March 6, 1995, but prior to
November 24, 1995: (1) distributions to participants or
beneficiaries from Individual Retirement Accounts under
Section 408(a) of the Internal Revenue Code or retirement plans
under Section 401(a), 401(k), 403(b) and 457 of the Code, if those
distributions are made either (a) to an individual participant as
a result of separation from service or (b) following the death or
disability (as defined in the Code) of the participant or
beneficiary; (2) returns of excess contributions to such retirement
plans; (3) redemptions other than from retirement plans following
the death or disability of the shareholder(s) (as evidenced by a
determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan
(but only for Class B or C shares) where the annual withdrawals do
not exceed 10% of the initial value of the account; and
(5) liquidation of a shareholder's account if the aggregate net
asset value of shares held in the account is less than the required
minimum account value. A shareholder's account will be credited
with the amount of any contingent deferred sales charge paid on the
redemption of any Class A, B or C shares of the Fund described in
this section if within 90 days after that redemption, the proceeds
are invested in the same Class of shares in this Fund or another
Oppenheimer fund.
Special Dealer Arrangements
Dealers who sold Class B shares of a Former Quest for Value
Fund to Quest for Value prototype 401(k) plans that were maintained
on the TRAC-2000 recordkeeping system and that were transferred to
an OppenheimerFunds prototype 401(k) plan shall be eligible for an
additional one-time payment by the Distributor of 1% of the value
of the plan assets transferred, but that payment may not exceed
$5,000 as to any one plan.
Dealers who sold Class C shares of a Former Quest for Value
Fund to Quest for Value prototype 401(k) plans that were maintained
on the TRAC-2000 recordkeeping system and (i) the shares held by
those plans were exchanged for Class A shares, or (ii) the plan
assets were transferred to an OppenheimerFunds prototype 401(k)
plan, shall be eligible for an additional one-time payment by the
Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000.
<PAGE>
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER GROWTH FUND
Graphic material included in Prospectus of Oppenheimer Growth
Fund: "Comparison of Total Return of Oppenheimer Growth Fund with
the S&P 500 Index - Change in Value of a $10,000 Hypothetical
Investment"
A linear graph will be included in the Prospectus of
Oppenheimer Growth Fund (the "Fund") depicting the initial account
value and subsequent account value of a hypothetical $10,000
investment in the Fund. In the case of the Fund's Class A shares,
that graph will cover each of the Fund's last ten fiscal years from
6/30/86 through 6/30/96 and from July 1, 1996 through August 31,
1996. In the case of the Fund's Class B shares will cover the
period from the inception of the class (August 17, 1993) through
6/30/96 and from July 1, 1996 through August 31, 1996. In the case
of the Fund's Class C shares will cover the period from the
inception of the Class (November 1, 1995 through 6/30/96 and from
July 1, 1996 through August 31, 1996. In the case of the Fund's
Class Y shares will cover the period from the inception of the
Class (June 1, 1994) through 6/30/96 and July 1, 1996 through
August 31, 1996. The graph will compare such values with
hypothetical $10,000 investments over the same time periods in the
S&P 500 Index.
Set forth below are the relevant data points that will appear
on the linear graph. Additional information with respect to the
foregoing, including a description of the S&P 500 Index, is set
forth in the Prospectus under "Performance of the Fund - Comparing
the Fund's Performance to the Market."
Fiscal Year Oppenheimer S&P
(Period) Ended Growth Fund A 500 Index
06/30/86 $9,425 $10,000
06/30/87 $10,318 $13,150
06/30/88 $10,212 $11,649
06/30/89 $11,696 $14,039
06/30/90 $13,215 $16,348
06/30/91 $14,456 $17,553
06/30/92 $16,724 $19,903
06/30/93 $19,547 $22,611
06/30/94 $19,599 $22,928
06/30/95 $25,371 $28,897
06/30/96 $30,696 $36,404
08/31/96 $30,936 $35,531
Fiscal Oppenheimer S&P
Period Ended Growth Fund B 500 Index
08/17/93(1) $10,000 $10,000
06/30/94 $9,980 $9,810
06/30/95 $12,796 $12,363
06/30/96 $15,349 $15,575
08/31/96 $15,244 $15,202
Fiscal Oppenheimer S&P
Period Ended Growth Fund C 500 Index
11/01/95 $10,000 $10,000
06/30/96 $11,006 $11,713
08/31/96 $10,973 $11,432
Fiscal Oppenheimer S&P
Period Ended Growth Fund Y 500 Index
06/01/94(2) $10,000 $10,000
06/30/94 $9,487 $9,755
06/30/95 $12,295 $12,295
06/30/96 $14,889 $15,489
08/31/96 $15,009 $15,118
1. Class B shares of the Fund were first publicly offered on
August 17, 1993.
2. Class C shares of the Fund were first publicly offered on
November 1, 1995.
3. Class Y shares of the Fund were first publicly offered on June
1, 1994.
<PAGE>
<PAGE>
Oppenheimer Growth Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been
authorized to give any information or to make any representations
other than those contained in this Prospectus or the Statement of
Additional Information and, if given or made, such information and
representations must not be relied upon as having been authorized
by the Fund, OppenheimerFunds, Inc., OppenheimerFunds Distributor,
Inc. or any affiliate thereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is
unlawful to make such an offer in such state.
PRO 270.001.11/96 * Printed on recycled paper
<PAGE>
Oppenheimer Growth Fund
Two World Trade Center, New York, New York 10048-0203
1-800-525-7048
Statement of Additional Information dated November 1, 1996
This Statement of Additional Information of Oppenheimer Growth
Fund is not a Prospectus. This document contains additional
information about the Fund and supplements information in the
Prospectus dated November 1, 1996. It should be read together with
the Prospectus, which may be obtained by writing to the Fund's
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270,
Denver, Colorado 80217 or by calling the Transfer Agent at the
toll-free number shown above.
Contents
Page
About the Fund
Investment Objective and Policies. . . . . . . . . . . . . . 2
Investment Policies and Strategies . . . . . . . . . . . . . 2
Other Investment Techniques and Strategies . . . . . . . . . 4
Other Investment Restrictions. . . . . . . . . . . . . . . . 8
How the Fund is Managed . . . . . . . . . . . . . . . . . . 9
Organization and History . . . . . . . . . . . . . . . . . . 9
Trustees and Officers of the Fund. . . . . . . . . . . . . . 9
The Manager and Its Affiliates . . . . . . . . . . . . . . . 15
Brokerage Policies of the Fund . . . . . . . . . . . . . . . 16
Performance of the Fund. . . . . . . . . . . . . . . . . . . 18
Distribution and Service Plans . . . . . . . . . . . . . . . 21
About Your Account
How To Buy Shares. . . . . . . . . . . . . . . . . . . . . . 23
How To Sell Shares . . . . . . . . . . . . . . . . . . . . . 30
How To Exchange Shares . . . . . . . . . . . . . . . . . . . 35
Dividends, Capital Gains and Taxes . . . . . . . . . . . . . 37
Additional Information About the Fund. . . . . . . . . . . . 39
Financial Information About the Fund
Independent Auditors' Report . . . . . . . . . . . . . . . . 40
Financial Statements . . . . . . . . . . . . . . . . . . . . 41
Appendix: Industry Classifications . . . . . . . . . . . . . A-1
<PAGE>
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and
policies of the Fund are described in the Prospectus. Set forth
below is supplemental information about those policies and the
types of securities in which the Fund may invest, as well as the
strategies the Fund may use to try to achieve its objective.
Certain capitalized terms used in this Statement of Additional
Information have the same meanings as those terms have in the
Prospectus.
In selecting securities for the Fund's portfolio, the Fund's
investment advisor, OppenheimerFunds, Inc. referred to as (the
"Manager"), evaluates the merits of securities primarily through
the exercise of its own investment analysis. This may include,
among other things, evaluation of the history of the issuer's
operations, prospects for the industry of which the issuer is part,
the issuer's financial condition, the issuer's pending product
developments and developments by competitors, the effect of general
market and economic conditions on the issuer's business, and
legislative proposals or new laws that might affect the issuer.
Current income is not a consideration in the selection of portfolio
securities for the Fund, whether for appreciation, defensive or
liquidity purposes. The fact that a security has a low yield or
does not pay current income will not be an adverse factor in
selecting securities to try to achieve the Fund's investment
objective of capital appreciation unless the Manager believes that
the lack of yield might adversely affect appreciation
possibilities.
The portion of the Fund's assets allocated to securities and
methods selected for capital appreciation will depend upon the
judgment of the Manager as to the future movement of the equity
securities markets. If the Manager believes that economic
conditions favor a rising market, the Fund will emphasize
securities and investment methods selected for high capital growth.
If the Manager believes that a market decline is likely, defensive
securities and investment methods will be emphasized.
Foreign Securities. As noted in the Prospectus, the Fund
may invest in securities (which may be denominated in U.S. dollars
or non-U.S. currencies) issued or guaranteed by foreign
corporations, certain supranational entities (described below) and
foreign governments or their agencies or instrumentalities and in
securities issued by U.S. corporations denominated in non-U.S.
currencies. The types of foreign debt obligations and other
securities in which the Fund may invest are the same types of debt
and equity securities identified above. Foreign securities are
subject however, to additional risks not associated with domestic
securities, as discussed below. These additional risks may be more
pronounced as to investments in securities issued by emerging
market countries or by companies located in emerging market
countries.
"Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the
United States and debt securities of foreign governments that are
traded on foreign securities exchanges or in the foreign over-the-
counter markets. Securities of foreign issuers that are
represented by American Depository Receipts or that are listed on
a U.S. securities exchange or traded in the U.S. over-the-counter
markets are not considered "foreign securities" for the purpose of
the Fund's investment allocations, because they are not subject to
many of the special considerations and risks, discussed below, that
apply to foreign securities traded and held abroad.
Investing in foreign securities offer potential benefits not
available from investing solely in securities of domestic issuers,
including the opportunity to invest in foreign issuers that appear
to offer growth potential, or in foreign countries with economic
policies or business cycles different from those of the U.S., or to
reduce fluctuations in portfolio value by taking advantage of
foreign stock markets that do not move in a manner parallel to U.S.
markets. In buying foreign securities, the Fund may convert U.S.
dollars into foreign currency, but only to effect securities
transactions on foreign securities exchanges and not to hold such
currency as an investment. If the Fund's portfolio securities are
held abroad, the sub-custodians or depositories holding them must
be approved by the Fund's Board of Trustees to the extent that
approval is required under applicable rules of the Securities and
Exchange Commission.
Risks of Foreign Investing. Investing in foreign securities
involves special additional risks and considerations not typically
associated with investing in securities of issuers traded in the
U.S. These include: reduction of income by foreign taxes;
fluctuation in value of foreign portfolio investments due to
changes in currency rates and control regulations (e.g., currency
blockage); transaction charges for currency exchange; lack of
public information about foreign issuers; lack of uniform
accounting, auditing and financial reporting standards comparable
to those applicable to domestic issuers; less volume on foreign
exchanges than on U.S. exchanges; greater volatility and less
liquidity on foreign markets than in the U.S.; less regulation of
foreign issuers, stock exchanges and brokers than in the U.S.;
greater difficulties in commencing lawsuits against foreign
issuers; higher brokerage commission rates than in the U.S.;
increased risks of delays in settlement of portfolio transactions
or loss of certificates for portfolio securities because of the
lesser speed and reliability of mail service between the U.S. and
foreign countries than within the U.S.; possibilities in some
countries of expropriation or nationalization of assets,
confiscatory taxation, political, financial or social instability
or adverse diplomatic developments; and differences (which may be
favorable or unfavorable) between the U.S. economy and foreign
economies. From time to time, U.S. Government policies have
discouraged certain investments abroad by U.S. investors, through
taxation or other restrictions, and it is possible that such
restrictions could be re-imposed. If the Fund's securities are
held abroad, the countries in which such securities may be held and
the sub-custodians holding them must be approved by the Fund's
Board of Trustees under applicable SEC rules.
Borrowing For Leverage. From time to time, the Fund may
increase its ownership of securities by borrowing from banks on an
unsecured basis and investing the borrowed funds, subject to the
restrictions stated in the Prospectus. Any such borrowing will be
made only from banks, and, pursuant to the requirements of the
Investment Company Act of 1940, will only be made to the extent
that the value of the Fund's assets, less its liabilities other
than borrowings, is equal to at least 300% of all borrowings
including the proposed borrowing. If the value of the Fund's
assets, when computed in that manner, should fail to meet the 300%
asset coverage requirement, the Fund is required within three days
to reduce its bank debt to the extent necessary to meet that
requirement. To do so, the Fund may have to sell a portion of its
investments at a time when independent investment judgment would
not dictate such sale. Interest on money borrowed is an expense
the Fund would not otherwise incur, so that during periods of
substantial borrowings, its expenses may increase more than funds
that do not borrow.
Other Investment Techniques and Strategies
Investing in Small, Unseasoned Companies. The securities of
small, unseasoned companies may have a limited trading market,
which may adversely affect the Fund's ability to dispose of them
and can reduce the price the Fund might be able to obtain for them.
If other investment companies and investors that invest in these
types of securities trade the same securities when the Fund
attempts to dispose of its holdings, the Fund may receive lower
prices than might be obtained, because of the thinner market for
such securities.
Illiquid and Restricted Securities. To enable the Fund to
sell restricted securities not registered under the Securities Act
of 1933, the Fund may have to cause those securities to be
registered. The expenses of registration of restricted securities
may be negotiated by the Fund with the issuer at the time such
securities are purchased by the Fund, if such registration is
required before such securities may be sold publicly. When
registration must be arranged because the Fund wishes to sell the
security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would
be permitted to sell them. The Fund would bear the risks of any
downward price fluctuation during that period. The Fund may also
acquire, through private placements, securities having contractual
restrictions on their resale, which might limit the Fund's ability
to dispose of such securities and might lower the amount realizable
upon the sale of such securities.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those
percentage restrictions do not limit purchases of restricted
securities that are eligible for sale to qualified institutional
purchasers pursuant to Rule 144A under the Securities Act of 1933,
provided that those securities have been determined to be liquid by
the Board of Trustees of the Fund or by the Manager under Board-
approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a
lack of trading interest in a particular Rule 144A security, the
Fund's holding of that security may be deemed to be illiquid.
Loans of Portfolio Securities. The Fund may lend its
portfolio securities subject to the restrictions stated in the
Prospectus. Repurchase transactions are not considered "loans" for
the purpose of the Fund's limit on the percentage of its assets
that can be loaned. Under applicable regulatory requirements
(which are subject to change), the loan collateral on each business
day must at least equal the value of the loaned securities and must
consist of cash, bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities). To be
acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of
the letter. Such terms and the issuing bank must be satisfactory
to the Fund. In a portfolio securities lending transaction, the
Fund receives from the borrower an amount equal to the interest
paid or the dividends declared on the loaned securities during the
term of the loan as well as the interest on the collateral
securities, less any finders', administrative or other fees the
Fund pays in connection with the loan. The terms of the Fund's
loans must meet applicable tests under the Internal Revenue Code
and must permit the Fund to reacquire loaned securities on five
days' notice or in time to vote on any important matter.
Repurchase Agreements. The Fund may acquire securities
subject to repurchase agreements for liquidity purposes to meet
anticipated redemptions, or pending the investment of the proceeds
from sales of Fund shares, or pending the settlement of purchases
of portfolio securities. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an
approved vendor. An "approved vendor" is a U.S. commercial bank or
the U.S. branch of a foreign bank or a broker-dealer which has been
designated a primary dealer in government securities which must
meet credit requirements set by the Fund's Board of Trustees from
time to time. The repurchase price exceeds the purchase price by
an amount that reflects an agreed-upon interest rate effective for
the period during which the repurchase agreement is in effect. The
majority of these transactions run from day to day, and delivery
pursuant to the resale typically will occur within one to five days
of the purchase. Repurchase agreements are considered "loans"
under the Investment Company Act, collateralized by the underlying
security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the value of the
collateral must equal or exceed the repurchase price to fully
collateralize the repayment obligation. Additionally, the Manager
will impose creditworthiness requirements to confirm that the
vendor is financially sound and will continuously monitor the
collateral's value.
Hedging with Futures Contracts. The Fund may use hedging
instruments for the purposes described in the Prospectus. When
hedging to attempt to protect against declines in the market value
of the Fund's portfolio, or to permit the Fund to retain unrealized
gains in the value of portfolio securities which have appreciated,
or to facilitate selling securities for investment reasons, the
Fund may sell Financial Futures. When hedging to establish a
position in the equities market as a temporary substitute for the
purchase of individual equity securities, the Fund may buy
Futures. Normally, the Fund would then purchase the equity
securities and terminate the hedging portion.
The Fund's strategy of hedging with Futures will be incidental
to the Fund's investment activities in the underlying cash market.
In the future, the Fund may employ hedging instruments and
strategies that are not presently contemplated but which may be
developed, to the extent such investment methods are consistent
with the Fund's investment objective, and are legally permissible
and disclosed in the Prospectus. Additional information about the
hedging instruments the Fund may use is provided below.
Futures. The Fund may buy and sell futures contracts
related to financial indices, including stock indices (a "Financial
Future"). A financial index assigns relative values to the
securities included in the index and fluctuates with the changes in
the market value of those securities. Financial indices cannot be
purchased or sold directly. The contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures
transaction or to enter into an offsetting contract. No physical
delivery of the securities underlying the index is made on settling
the futures obligation. No monetary amount is paid or received by
a Fund on the purchase or sale of a Financial Future.
Upon entering into a Futures transaction, the Fund will be
required to deposit an initial margin payment in cash or U.S.
Treasury bills with the futures commission merchant (the "futures
broker"). The initial margin payment will be deposited with the
Fund's Custodian in an account registered in the futures broker's
name; however, the futures broker can gain access to that account
only under specified conditions. As the Future is marked to market
to reflect changes in its market value, subsequent margin payments,
called variation margin, will be paid to or by the futures broker
on a daily basis. Prior to expiration of the Future, if the Fund
elects to close out its position by taking an opposite position, a
final determination of variation margin is made, additional cash is
required to be paid by or released to the Fund, and any loss or
gain is then realized for tax purposes. Although Financial Futures
and Interest Rate Futures by their terms call for settlement by
delivery of cash or securities, respectively, in most cases the
obligation is fulfilled by entering into an offsetting position.
All futures transactions are effected through a clearinghouse
associated with the exchange on which the contracts are traded.
Regulatory Aspects of Hedging Instruments. The Fund is
required to operate within certain guidelines and restrictions with
respect to its use of Futures and options on Futures established by
the Commodity Futures Trading Commission ("CFTC"). In particular
the Fund is exempted from registration with the CFTC as a
"commodity pool operator" if the Fund complies with the
requirements of Rule 4.5 adopted by the CFTC. The Rule does not
limit the percentage of the Fund's assets that may be used for
Futures margin and related options premiums for a bona fide hedging
position. However, under the Rule the Fund must limit its
aggregate initial futures margin and related option premiums to no
more than 5% of the Fund's total assets for hedging strategies that
are not considered bona fide hedging strategies under the Rule.
Under the Rule, the Fund also must use short Futures and Futures
options positions solely for "bona fide hedging purposes" within
the meaning and intent of the applicable provisions of the
Commodity Exchange Act.
Transactions in options by the Fund are subject to limitations
established by each of the exchanges governing the maximum number
of options which may be written or held by a single investor or
group of investors acting in concert, regardless of whether the
options were written or purchased on the same or different
exchanges or are held in one or more accounts or through one or
more different exchanges or futures brokers. Thus, the number of
options which the Fund may write or hold may be affected by
options written or held by other entities, including other
investment companies having the same or an affiliated investment
adviser. Position limits also apply to Futures. An exchange may
order the liquidation of positions found to be in violation of
those limits and may impose certain other sanctions. Due to
requirements under the Investment Company Act of 1940 (the
"Investment Company Act"), when the Fund purchases a Stock Index
Future, the Fund will maintain in a segregated account or accounts
with its Custodian, liquid assets marketable short-term (maturing
in one year or less) debt instruments in an amount equal to the
market value of the securities underlying such Future, less the
margin deposit applicable to it.
Tax Aspects of Covered Calls and Hedging Instruments. The
Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (although it reserves the right not to
qualify). That qualification enables the Fund to "pass through"
its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that
income and capital gains, since shareholders normally will be taxed
on the dividends and capital gains they receive from the Fund
(unless the Fund's shares are held in a retirement account or the
shareholder is otherwise exempt from tax). One of the tests for
the Fund's qualification as a regulated investment company is that
less than 30% of its gross income must be derived from gains
realized on the sale of securities held for less than three months.
To comply with this 30% cap, the Fund will limit the extent to
which it engages in the following activities, but will not be
precluded from them: selling investments, including Futures, held
for less than three months, whether or not they were purchased on
the exercise of a call held by the Fund.
Risks of Hedging with Futures. In addition to the risks
associated with respect to hedging that are discussed in the
Prospectus and above, there is a risk in using short hedging by
selling Futures to attempt to protect declines in the values of the
fund's securities. the risk is that the prices of the Futures will
correlate imperfectly with the behavior of the cash (i.e., market
value) prices of the Fund's securities. The ordinary spreads
between prices in the cash and futures markets are subject to
distortions due to differences in the natures of those markets.
First, all participants in the futures markets are subject to
margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close out
futures contracts through off-setting transactions which could
distort the normal relationship between the cash and futures
markets. Second, the liquidity of the futures markets depends on
participants entering into offsetting transactions rather than
making or taking delivery. To the extent participants decide to
make or take delivery, liquidity in the futures markets could be
reduced, thus producing distortion. Third, from the point of view
of speculators, the deposit requirements in the futures markets are
less onerous than margin requirements in the securities markets.
Therefore, increased participation by speculators in the futures
markets may cause temporary price distortions.
The risk of imperfect correlation increases as the composition
of the Fund's portfolio diverges from the securities included in
the applicable index. To compensate for the imperfect correlation
of movements in the price of the securities being hedged and
movements in the price of the Hedging Instruments, the Fund may use
Hedging Instruments in a greater dollar amount than the dollar
amount of securities being hedged if the historical volatility of
the prices of such securities being hedged is more than the
historical volatility of the applicable index. It is also possible
that where the Fund has used Hedging Instruments in a short hedge,
the market may advance and the value of securities held in the
Fund's portfolio may decline. If this occurred, the Fund would
lose money on the Hedging Instruments and also experience a decline
in value in its securities. However, while this could occur for
a very brief period or to a very small degree, over time the value
of a diversified portfolio of securities will tend to move in the
same direction as the indices upon which the Hedging Instruments
are based.
If the Fund uses hedging instruments to establish a position
in the equities markets as a temporary substitute for the purchase
of individual equity securities (long hedging) by buying Futures,
it is possible that the market may decline. If the Fund then
concludes not to invest in equity securities at that time because
of concerns as to a possible further market decline or for other
reasons, the Fund will realize a loss on the hedging instruments
that is not offset by a reduction in the price of the equity
securities purchased.
Short Sales Against-the-Box. In this type of short sale,
while the short position is open, the Fund must own an equal amount
of the securities sold short, or by virtue of ownership of other
securities have the right, without payment of further
consideration, to obtain an equal amount of the securities sold
short. Short sales against-the-box may be made to defer, for
Federal income tax purposes, recognition of gain or loss on the
sale of securities "in the box" until the short position is closed
out. They may also be used to protect a gain on the security "in-
the-box" when the Fund does not want to sell it and realize a
capital gain.
Other Investment Restrictions
The Fund's most significant investment restrictions are set
forth in the Prospectus. The following are fundamental policies,
and together with the Fund's fundamental policies described in the
Prospectus, cannot be changed without the vote of a "majority" of
the Fund's outstanding voting securities. Such a "majority" vote
is defined in the Investment Company Act as the vote of the holders
of the lesser of (i) 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 (ii) more
than 50% of the outstanding shares.
Under these additional restrictions, the Fund cannot:
lend money, but the Fund may invest in all or a portion of
an issue of bonds, debentures, commercial paper, or other similar
corporate obligations; the Fund may also make loans of portfolio
securities subject to the restrictions set forth in the Prospectus
and above under the caption "Loans of Portfolio Securities";
underwrite securities of other companies, except insofar as
it might be deemed to be an underwriter for purposes of the
Securities Act of 1933 in the resale of any securities held in its
own portfolio;
invest in or hold securities of any issuer if those officers
and trustees or directors of the Fund or its adviser owning
individually more than 1/2 of 1% of the securities of such issuer
together own more than 5% of the securities of such issuer;
invest in commodities or commodity contracts other than the
hedging instruments permitted by any of its other fundamental
policies, whether or not any such hedging instrument is considered
to be a commodity or commodity contract;
invest in real estate or interests in real estate, but may
purchase readily marketable securities of companies holding real
estate or interests therein;
purchase securities on margin; however, the Fund may make
margin deposits in connection with any of the hedging instruments
permitted by any of its other fundamental policies;
mortgage, hypothecate or pledge any of its assets; however,
this does not prohibit the escrow arrangements or other collateral
or margin arrangements in connection with covered call writing or
any of the hedging instruments permitted by any of its other
fundamental policies; or
invest in other open-end investment companies, or invest
more than 5% of the value of its net assets in closed-end
investment companies, including small business investment
companies, nor make any such investments at commission rates in
excess of normal brokerage commissions.
Non-Fundamental Investment Restrictions. For purposes of
the Fund's policy not to concentrate its assets as described under
the second investment restriction in "Other Investment
Restrictions" in the Prospectus, the Fund has adopted the industry
classifications set forth in Appendix A to this Statement of
Additional Information. This is not a fundamental policy.
In connection with the qualification of its shares in certain
states, the Fund has undertaken that in addition to the above, as
a non-fundamental policy, the Fund will not: (i) invest in
interests in oil, gas, or other mineral exploration or development
programs, or (ii) invest more than 5% of its total assets in
securities of unseasoned issuers (including predecessors) which
have been in operation for less than three years.
How the Fund Is Managed
Organization and History. As a Massachusetts business trust, the
Fund is not required to hold, and does not plan to hold, regular
annual meetings of shareholders. The Fund will hold meetings when
required to do so by the Investment Company Act or other applicable
law, or when a shareholder meeting is called by the Trustees or
upon proper request of the shareholders. Shareholders have the
right, upon the declaration in writing or vote of two-thirds of the
outstanding shares of the Fund, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the record holders of 10% of
its outstanding shares. In addition, if the Trustees receive a
request from at least 10 shareholders (who have been shareholders
for at least six months) holding shares of the Fund valued at
$25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate
with other shareholders to request a meeting to remove a Trustee,
the Trustees will then either make the Fund's shareholder list
available to the applicants or mail their communication to all
other shareholders at the applicants' expense, or the Trustees may
take such other action as set forth under Section 16(c) of the
Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer
of shareholder or Trustee liability for the Fund's obligations, and
provides for indemnification and reimbursement of expenses out of
its property for any shareholder held personally liable for its
obligations. The Declaration of Trust also provides that the Fund
shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Fund and satisfy
any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a business trust (such as the Fund) to be held
personally liable as a "partner" under certain circumstances, the
risk of a Fund shareholder incurring financial loss on account of
shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its
obligations described above. Any person doing business with the
Trust, and any shareholder of the Trust, agrees under the Trust's
Declaration of Trust to look solely to the assets of the Trust for
satisfaction of any claim or demand which may arise out of any
dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers
and their principal occupations and business affiliations during
the past five years are listed below. The address of each Trustee
and officer is Two World Trade Center, New York, New York 10048-
0203, unless another address is listed below. Ms. Macaskill is not
a director of Oppenheimer Money Market Fund, Inc. All of the
Trustees are also trustees or directors of Oppenheimer Fund,
Oppenheimer Global Fund, Oppenheimer Target Fund, Oppenheimer
Discovery Fund, Oppenheimer Global Growth & Income Fund,
Oppenheimer Global Emerging Growth Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer International Growth Fund, Oppenheimer
Tax-Free Bond Fund, Oppenheimer New York Municipal Fund,
Oppenheimer California Municipal Fund, Oppenheimer Money Market
Fund, Inc., Oppenheimer Multi-State Municipal Trust, Oppenheimer
Asset Allocation Fund, Oppenheimer U.S. Government Trust,
Oppenheimer Multi-Sector Income Trust and Oppenheimer World Bond
Fund (collectively the "New York-based Oppenheimer funds"). Messrs.
Spiro, Bishop, Bowen, Donohue, Farrar and Zack, respectively, hold
the same offices with the other New York-based Oppenheimer funds as
with the Fund. As of October 11, 1996, the Trustees and officers
of the Fund as a group owned of record or beneficially less than 1%
of the outstanding shares of each class of the Fund. That
statement does not reflect shares held of record by an employee
benefit plan for employees of the Manager (for which plan a Trustee
and an officer listed below, Ms. Macaskill, and Mr. Donohue,
respectively, are Trustees), other than the shares beneficially
owned under that plan by the officers of the Fund listed below.
Leon Levy, Chairman of the Board of Trustees; Age 71
31 West 52nd Street, New York, New York 10019
General Partner of Odyssey Partners, L.P. (investment
partnership) and Chairman of Avatar Holdings, Inc. (real
estate development).
Robert G. Galli, Trustee*; Age 63
Vice Chairman of OppenheimerFunds, Inc. (the "Manager");
formerly he held the following positions: Vice President and
Counsel of Oppenheimer Acquisition Corp. ("OAC"), the
Manager's parent holding company; Executive Vice President
and General Counsel and a director of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor"), Vice
President and a director of HarbourView Asset Management
Corporation ("HarbourView") and Centennial Asset Management
Corporation ("Centennial"), investment advisory subsidiaries
of the Manager, a director of Shareholder Financial Services,
Inc. ("SFSI") and Shareholder Services, Inc. ("SSI"), transfer
agent subsidiaries of the Manager, an officer of other
Oppenheimer funds.
Benjamin Lipstein, Trustee; Age 73
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of
Business Administration, New York University; a director of
Sussex Publications, Inc. (publishers of Psychology Today and
Mother Earth News) and of Spy Magazine, L.P.
Bridget A. Macaskill, President and Trustee*; Age: 48
President, Chief Executive Officer and a Director of the
Manager; Chairman and a director of SSI and SFSI, President
and a director of OAC; HarbourView and Oppenheimer Partnership
Holdings, Inc., a holding company subsidiary of the Manager;
a director of Oppenheimer Real Asset Management, Inc.
Elizabeth B. Moynihan, Trustee; Age: 67
801 Pennsylvania Avenue, N.W., Washington, DC 20004
Author and architectural historian; a trustee of the Freer
Gallery of Art (Smithsonian Institution), the Institute of
Fine Arts (New York University), National Building Museum; a
member of the Trustees Council, Preservation League of New
York State and of the Indo-U.S. Sub-Commission on Education
and Culture.
Kenneth A. Randall, Trustee; Age: 69
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility
holding company), Dominion Energy, Inc. (electric power and
oil & gas producer), Enron-Dominion Cogen Corp. (cogeneration
company), Kemper Corporation (insurance and financial services
company) and Fidelity Life Association (mutual life insurance
company); formerly President and Chief Executive Officer of
The Conference Board, Inc. (international economic and
business research) and a director of Lumbermens Mutual
Casualty Company, American Motorists Company and American
Mutual Insurance Company.
Edward V. Regan, Trustee; Age 66
40 Park Avenue, New York, New York 10016
Chairman of Municipal Assistance Corporation for the City of
New York; Senior Fellow of Jerome Levy Economics Institute;
Bard College; a member of the U.S. Competitiveness Policy
Council; a director or GranCare, Inc. (healthcare provider);
formerly New York State Comptroller and a trustee, New York
State and Local Retirement Fund.
Russell S. Reynolds, Jr., Trustee; Age: 64
200 Park Avenue, New York, New York 10166
Founder and Chairman of Russell Reynolds Associates, Inc.
(executive recruiting); Chairman of Directorship, Inc.
(consulting and publishing); a director of XYAN, Inc.
(printing), Professional Staff Limited and American Scientific
Resources; a trustee of Mystic Seaport Museum, International
House, Greenwich Hospital and the Greenwich Historical
Society.
Sidney M. Robbins, Trustee; Age: 84
50 Overlook Road, Ossining, New York 10562
Chase Manhattan Professor Emeritus of Financial Institutions,
Graduate School of Business, Columbia University; Visiting
Professor of Finance, University of Hawaii; Emeritus Founding
Director of The Korea Fund, Inc. (closed-end investment
company); a member of the Board of Advisors, Olympus Private
Placement Fund, L.P.; Professor Emeritus of Finance, Adelphi
University.
Donald W. Spiro, Vice Chairman and Trustee*; Age: 70
Chairman Emeritus and a director of the Manager; formerly
Chairman of the Manager and the Distributor.
Pauline Trigere, Trustee; Age: 83
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design
and sale of women's fashions).
Clayton K. Yeutter, Trustee; Age: 65
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel to Hogan & Hartson (a law firm); a director of
B.A.T. Industries, Ltd. (tobacco and financial services),
Caterpillar, Inc. (machinery), ConAgra, Inc. (food and
agricultural products), Farmers Insurance Company (insurance),
FMC Corp. (chemicals and machinery), IMC Global, Inc.
(chemical and animal feed), Texas Instruments, Inc.
(electronics) and The Vigoro Corporation (fertilizer
manufacturer); formerly (in descending chronological order)
Counsellor to the President (Bush) for Domestic Policy,
Chairman of the Republican National Committee, Secretary of
the U.S. Department of Agriculture, and U.S. Trade
Representative.
[FN]
- --------------
*A Trustee who is an "interested person" of the Fund as defined in
the Investment Company Act.
Andrew J. Donohue, Secretary; Age: 46
Executive Vice President and General Counsel of the Manager
and the Distributor, President and a director of Centennial,
Executive Vice President, General Counsel and a director of
HarbourView, SSI, SFSI, and Oppenheimer Partnership Holdings,
Inc.; President and director of Oppenheimer Real Asset
Management, Inc.; General Counsel of OAC; Executive Vice
President, Chief Legal Officer and a director of MultiSource
Services, Inc. (a broker-dealer); an officer of other
Oppenheimer funds; formerly Senior Vice President and
Associate General Counsel of the Manager and the Distributor;
Partner in Kraft & McManimon (a law firm); an officer of First
Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment
adviser); director and an officer of First Investors Family of
Funds and First Investors Life Insurance Company.
Robert Doll, Jr., Vice President and Portfolio Manager; Age:
42
Executive Vice President and Director of the Manager;
Executive Vice President of HarbourView; an officer of other
Oppenheimer funds.
George C. Bowen, Treasurer; Age: 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice
President and Treasurer of the Distributor and HarbourView;
Senior Vice President, Treasurer, Assistant Secretary and a
director of Centennial; Vice President, Treasurer and
Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the
Manager; Assistant Secretary of SSI and SFSI; an officer of
other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an
officer of other Oppenheimer funds; formerly a Fund Controller
for the Manager, prior to which he was an Accountant for Yale
& Seffinger, P.C., an accounting firm, and previously an
Accountant and Commissions Supervisor for Stuart James Company
Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an
officer of other Oppenheimer funds; formerly a Fund Controller
for the Manager, prior to which he was an International Mutual
Fund Supervisor for Brown Brothers Harriman & Co., a bank, and
previously a Senior Fund Accountant for State Street Bank &
Trust Company.
Remuneration of Trustees. The officers of the Fund are
affiliated with the Manager; they and the Trustees of the Fund who
are affiliated with the Manager (Ms. Macaskill and Messrs. Galli
and Spiro; Ms. Macaskill and Mr. Spiro are also officers of the
Fund) receive no salary or fee from the Fund. The remaining
Trustees of the Fund received the compensation shown below from the
Fund during its fiscal year ended June 30, 1996 and August 31,
1996, and from all of the New York-based Oppenheimer funds
(including the Fund) for which they served as Trustees or Director.
Compensation is paid for services in the positions below their
names:
<TABLE>
<CAPTION>
At 6/30/96 At 8/31/96
Retirement Retirement
Benefits Benefits Total
Accrued Accrued Compensation
Aggregate as Part of Aggregate as Part of From All
Compensation Fund Compensation Fund New York-based
From Fund Expenses From Fund Expenses Oppenheimer funds1
<S> <C> <C> <C> <C> <C>
Leon Levy, Chairman $5,156 $16,770 $1,579 ($480) $141,000
and Trustee
Benjamin Lipstein, $3,152 $10,252 $966 ($293) $86,200
Study Committee
Member and Trustee
Elizabeth B. Moynihan, $3,152 $10,252 $966 ($293) $86,200
Study Committee
Member and Trustee
Kenneth A. Randall, $2,867 $9,324 $878 ($267) $78,400
Audit Committee
Chairman and Trustee
Edward V. Regan, $2,516 $8,183 $771 ($234) $68,800
Proxy Committee
Chairman,2 Audit
Committee Member
and Trustee
Russell S. Reynolds, Jr., $1,905 $6,196 $584 ($177) $52,100
Proxy Committee
Member2 and Trustee
Sidney M. Robbins, $4,465 $14,522 $1,368 ($415) $122,100
Study Committee
Chairman, Audit
Committee Vice-
Chairman and Trustee
Pauline Trigere, Trustee $1,905 $6,196 $584 ($177) $52,100
Clayton K. Yeutter, $1,905 $6,196 $584 ($177) $52,100
Proxy Committee
Member2 and Trustee
</TABLE>
_________________________
1For the 1995 calendar year (prior to the inception of the Proxy
Committee) during which the New York-based Oppenheimer funds,
listed in the first paragraph of this section, including
Oppenheimer Mortgage Income Fund and Oppenheimer Time Fund (which
ceased operation following the acquisition of their assets by
certain other Oppenheimer funds) but excluding Oppenheimer
International Growth Fund, which had not yet commenced operations.
2Committee position held during a portion of the period shown. The
Study and Audit Committees meet for all of the New York-based
Oppenheimer funds and the fees are allocated among the funds by the
Board.
The Fund has adopted a retirement plan that provides for
payment to a retired Trustee of up to 80% of the average
compensation paid during that Trustee's five years of service in
which the highest compensation was received. A Trustee must serve
in that capacity for any of the New York-based Oppenheimer funds
for at least 15 years to be eligible for the maximum payment.
Because each Trustee's retirement benefits will depend on the
amount of the Trustee's future compensation and length of service,
the amount of those benefits cannot be determined at this time, nor
can the Fund estimate the number of years of credited service that
will be used to determine those benefits. During the fiscal years
ended June 30, 1996 and August 31, 1996, a provision of $102,655
and ($2,937), respectively, was made for the Fund's projected
benefit obligations and payments of $6,672 and $0, respectively,
were made to retired trustees resulting in an accumulated liability
of $251,146 and $248,209 at June 30, 1996 and August 31, 1996,
respectively.
Major Shareholders. As of October 11, 1996, no person
owned of record or was known by the Fund to own beneficially 5% or
more of the Fund's outstanding shares except Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive EF13, Jacksonville, Florida,
who owned of record 9,307 Class C shares (approximately 5.11% of
the Fund's outstanding shares of that class). As of that same date
the only person who owned of record or was known by the Fund to own
beneficially 5% or more of the Fund's outstanding Class Y shares
was Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111, which owned 1,186,657.11 Class Y
shares (representing 99.99% of the Class Y shares then
outstanding). Massachusetts Mutual Life Insurance Company's
affiliation with the Manager is described below.
The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled
by Massachusetts Mutual Life Insurance Company. OAC is also owned
in part by certain of the Manager's directors and officers, some of
whom also serve as officers of the Fund, and three of whom (Ms.
Macaskill and Messrs. Galli and Spiro) serve as Trustees of the
Fund.
The Manager and the Fund have a Code of Ethics. It is
designed to detect and prevent improper personal trading by certain
employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Compliance
with the Code of Ethics is carefully monitored and strictly
enforced by the Manager.
The Investment Advisory Agreement. The Investment Advisory
Agreement between the Manager and the Fund requires the Manager, at
its expense, to provide the Fund with adequate office space,
facilities and equipment, and to provide and supervise the
activities of all administrative and clerical personnel required to
provide effective corporate administration for the Fund, including
the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for
continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under the
Investment Advisory Agreement or by the Distributor under the
General Distributors Agreement are paid by the Fund. The
Investment Advisory Agreement lists examples of expenses paid by
the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit
expenses, custodian and transfer agent expenses, share issuance
costs, certain printing and registration costs and non-recurring
expenses, including litigation costs. For the Fund's fiscal years
ended June 30, 1994, 1995 and 1996 and August 31, 1996, the
management fees paid by the Fund to the Manager were $5,149,361,
$5,274,276, $7,558,069 and $1,415,789, respectively.
The Investment Advisory Agreement contains no expense
limitation. However, independently of the Investment Advisory
Agreement, the Manager has voluntarily undertaken that the total
expenses of the Fund in any fiscal year (including the management
fee but excluding taxes, interest, brokerage commissions,
distribution plan payments and extraordinary expenses such as
litigation costs) shall not exceed the most stringent expense
limitation imposed under state law applicable to the Fund.
Pursuant to the undertaking, the Manager's fee will be reduced at
the end of a month so that there will not be any accrued but unpaid
liability under this undertaking. Currently, the most stringent
state expense limitation is imposed by California, and limits the
Fund's expenses (with specified exclusions) to 2.5% of the first
$30 million of average annual net assets, 2% of the next $70
million of average annual net assets, and 1.5% of average annual
net assets in excess of $100 million. The Manager reserves the
right to terminate or amend the undertaking at any time. Any
assumption of the Fund's expenses under this limitation would lower
the Fund's overall expense ratio and increase its total return
during any period in which expenses are limited.
The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of
its duties, or reckless disregard for its obligations and duties
under the advisory agreement, the Manager is not liable for any
loss resulting from a good faith error or omission on its part with
respect to any of its duties thereunder. The advisory agreement
permits the Manager to act as investment adviser for any other
person, firm or corporation and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as
investment adviser or general distributor. If the Manager shall no
longer act as investment adviser to the Fund, the right of the Fund
to use the name "Oppenheimer" as part of its name may be withdrawn.
The Distributor. Under its General Distributor's Agreement
with the Fund, the Distributor acts as the Fund's principal
underwriter in the continuous public offering of the Fund's Class
A, Class B, Class C and Class Y shares but is not obligated to sell
a specific number of shares. Expenses normally attributable to
sales, including advertising and the cost of printing and mailing
prospectuses (other than those furnished to existing shareholders),
are borne by the Distributor. During the Fund's fiscal years ended
June 30, 1994, 1995 and 1996 and August 31, 1996, the aggregate
sales charges on sales of the Fund's Class A shares were
$1,831,787, $1,238,892, $3,462,100 and $424,452,, respectively, of
which the Distributor and an affiliated broker-dealer retained in
the aggregate $495,180, $370,067, $956,285 and $134,309 in those
respective years. During the Fund's fiscal years ended June 30,
1996 and August 31, 1996, the contingent deferred sales charges
collected on the Fund's Class B shares totalled $157,312 and
$60,623, respectively, [all of which was retained by the
Distributor]. During the Fund's fiscal years ended June 30, 1996
and August 31, 1996, contingent deferred sales charges collected on
the Fund's class C shares totaled $351 and $0, respectively, [all
of which was retained by the Distributor]. For additional
information about distribution of the Fund's shares and the
expenses connected with such activities, please refer to
"Distribution and Service Plans," below.
The Transfer Agent. OppenheimerFunds Services, the Fund's
Transfer Agent, is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for
shareholder servicing and administrative functions.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory Agreement. One of
the duties of the Manager under the Investment Advisory Agreement
is to arrange the portfolio transactions for the Fund. The
Advisory Agreement contains provisions relating to the employment
of broker-dealers ("brokers") to effect the Fund's portfolio
transactions. In doing so, the Manager is authorized by the
advisory agreement to employ broker-dealers, including "affiliated"
brokers, as that term is defined in the Investment Company Act, as
may, in its best judgment based on all relevant factors, implement
the policy of the Fund to obtain, at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable
price obtainable) of such transactions. The Manager need not seek
competitive commission bidding but is expected to minimize the
commissions paid to the extent consistent with the interest and
policies of the Fund as established by its Board of Trustees.
Under the Advisory Agreement, the Manager is authorized to
select brokers that provide brokerage and/or research services for
the Fund and/or the other accounts over which the Manager or its
affiliates have investment discretion. The commissions paid to
such brokers may be higher than another qualified broker would have
charged if a good faith determination is made by the Manager that
the commission is fair and reasonable in relation to the services
provided. Subject to the foregoing considerations, the Manager may
also consider sales of shares of the Fund and other investment
companies managed by the Manager or its affiliates as a factor in
the selection of brokers for the Fund's portfolio transactions.
Description of Brokerage Practices Followed by the Manager.
Subject to the provisions of the Advisory Agreement and the
procedures and rules described above, allocations of brokerage are
generally made by the Manager's portfolio traders based upon
recommendations from the Manager's portfolio managers. In certain
instances, portfolio managers may directly place trades and
allocate brokerage, also subject to the provisions of the advisory
agreement and the procedures and rules described above. In either
case, brokerage is allocated under the supervision of the Manager's
executive officers. Transactions in securities other than those
for which an exchange is the primary market are generally done with
principals or market makers. Brokerage commissions are paid
primarily for effecting transactions in listed securities and/or
for certain fixed-income agency transactions in the secondary
market, and are otherwise paid only if it appears likely that a
better price or execution can be obtained. When the Fund engages
in an option transaction, ordinarily the same broker will be used
for the purchase or sale of the option and any transaction in the
securities to which the option relates. When possible, concurrent
orders to purchase or sell the same security by more than one of
the accounts managed by the Manager or its affiliates are combined.
The transactions effected pursuant to such combined orders are
averaged as to price and allocated in accordance with the purchase
or sale orders actually placed for each account.
Most purchases of money market instruments and debt
obligations are principal transactions at net prices. Instead of
using a broker for those transactions, the Fund normally deals
directly with the selling or purchasing principal or market maker
unless it determines that a better price or execution can be
obtained by using a broker. Purchases of these securities from
underwriters include a commission or concession paid by the issuer
to the underwriter. Purchases from dealers include a spread
between the bid and asked price. The Fund seeks to obtain prompt
execution of these orders at the most favorable net price.
The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager
and its affiliates, and investment research received for the
commissions of those other accounts may be useful both to the Fund
and one or more of such other accounts. Such research, which may
be supplied by a third party at the instance of a broker, includes
information and analyses on particular companies and industries as
well as market or economic trends and portfolio strategy, receipt
of market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If
a research service also assists the Manager in a non-research
capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to
the Manager in the investment decision-making process may be paid
for in commission dollars. The Board of Trustees has permitted the
Manager to use concessions on fixed-price offerings to obtain
research, in the same manner as is permitted for agency
transactions. The Board has also permitted the Manager to use
stated commissions on secondary fixed-income agency trades to
obtain research where the broker has represented to the Manager
that: (i) the trade is not from or for the broker's own inventory,
(ii) the trade was executed by the broker on an agency basis at the
stated commission, and (iii) the trade is not a riskless principal
transaction.
The research services provided by brokers broaden the scope
and supplement the research activities of the Manager, by making
available additional views for consideration and comparisons, and
by enabling the Manager to obtain market information for the
valuation of securities held in the Fund's portfolio or being
considered for purchase. The Board of Trustees, including the
"independent" Trustees of the Fund (those Trustees of the Fund who
are not "interested persons" as defined in the Investment Company
Act, and who have no direct or indirect financial interest in the
operation of the Investment Advisory Agreement or the Distribution
and Service Plans described below) annually reviews information
furnished by the Manager as to the commissions paid to brokers
furnishing such services so that the Board may ascertain whether
the amount of such commissions was reasonably related to the value
or benefit of such services.
During the Fund's fiscal years ended June 30, 1994, 1995 and
1996, and August 31, 996, total brokerage commissions paid by the
Fund (not including spreads or concessions on principal
transactions on a net trade basis) were $706,547, $1,073,321,
$708,331 and $142,075, respectively. During the fiscal years ended
June 30, 1996 and August 31, 1996, $405,118 and $64,496 were paid
to brokers as commissions in return for research services; the
aggregate dollar amount of those transactions was $230,621,176 and
$37,461,550, respectively. The transactions giving rise to those
commissions were allocated in accordance with the Manager's
internal allocation procedures.
Performance of the Fund
Total Return Information. As described in the Prospectus, from
time to time the "average annual total return," "cumulative total
return," "average annual total return at net asset value" and
"total return at net asset value" of an investment in a class of
shares of the Fund may be advertised. An explanation of how these
total returns are calculated for each class and the components of
those calculations is set forth below.
The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include
the average annual total returns for each advertised class of
shares of the Fund for the 1, 5, and 10-year periods (or the life
of the class, if less) ending as of the most recently-ended
calendar quarter prior to the publication of the advertisement.
This enables an investor to compare the Fund's performance to the
performance of other funds for the same periods. However, a number
of factors should be considered before using such information as a
basis for comparison with other investments. An investment in the
Fund is not insured; its returns and share prices are not
guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their
original cost. Returns for any given past period are not a
prediction or representation by the Fund of future returns. The
returns of each class of shares of the Fund are affected by
portfolio quality, the type of investments the Fund holds and its
operating expenses allocated to the particular class.
Average Annual Total Returns. The "average annual total
return" of each class is an average annual compounded rate of
return for each year in a specified number of years. It is the
rate of return based on the change in value of a hypothetical
initial investment of $1,000 ("P" in the formula below) held for a
number of years ("n") to achieve an Ending Redeemable Value ("ERV")
of that investment, according to the following formula:
1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )
Cumulative Total Returns. The "cumulative total return"
calculation measures the change in value of a hypothetical
investment of $1,000 over an entire period of years. Its
calculation uses some of the same factors as average annual total
return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV - P
------- = Total Return
P
In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering
price) is deducted from the initial investment ("P") (unless the
return is shown at net asset value, as described below). In
calculating total returns for Class B shares, the payment of the
contingent deferred sales charge, (5% for the first year, 4% for
the second year, 3% for the third and fourth years, 2% for the
fifth year, 1% for the sixth year and none thereafter) is applied
to the investment result for the period shown. For Class C shares,
the 1.0% contingent deferred sales charge is applied to the
investment result for the one-year period (or less). Total returns
also assume that all dividends and capital gains distributions
during the period are reinvested at net asset value per share, and
that the investment is redeemed at the end of the period.
Total Returns at Net Asset Value. From time to time the Fund
may also quote an average annual total return at net asset value or
a cumulative total return at net asset value for Class A, Class B,
Class C or Class Y shares. Each is based on the difference in net
asset value per share at the beginning and the end of the period
for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and
takes into consideration the reinvestment of dividends and capital
gains distributions.
Total return information may be useful to investors in
reviewing the performance of the Fund's Class A, Class B, Class C
or Class Y shares. However, when comparing total return of an
investment in Class A, Class B, Class C or Class Y shares of the
Fund with that of other alternatives, investors should understand
that as the Fund is an equity fund seeking capital appreciation,
its shares are subject to greater market risks and volatility than
shares of funds having other investment objectives and that the
Fund is designed for investors who are willing to accept greater
risk of loss in the hopes of realizing greater gains.
<TABLE>
<CAPTION>
Class A Shares
Average Annual Total Returns at:
8/31/96 6/30/96
<S> <S> <C> <C> <C> <C>
1 year 5 years 10 years 1 year 5 years 10 years
9.52% 12.69% 11.97% 14.04% 14.89% 11.87%
Average Annual Total Returns (Net Asset Value) at:
8/31/96 6/30/96
1 year 5 years 10 years 1 year 5 years 10 years
16.21% 14.04% 12.63% 21.00% 16.26% 12.53%
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Average Annual Total Return at:
8/31/96 6/30/96
<S> <C> <C> <C>
1 year Life(1) 1 year Life(1)
10.19% 14.88% 14.95% 15.31%
Average Annual Total Return (Net Asset Value) at:
8/31/96 6/30/96
1 year Life(1) 1 year Life(1)
15.19% 15.37% 19.95% 16.10%
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Cumulative Total Return at: Cumulative Total Return
(at Net Asset Value) at:
<S> <C> <C> <C>
8/31/96 6/30/96 8/31/96 6/30/96
Life(2) Life(2) Life(2) Life(2)
9.74% 9.08% 10.73% 10.07%
</TABLE>
<TABLE>
<CAPTION>
Class Y Shares
Average Annual Total Return at:
8/31/96 6/30/96
<S> <C> <C> <C>
1 year Life(3) 1 year Life(3)
16.31% 19.78% 21.10% 21.08%
</TABLE>
________________
(1)Class B shares of the Fund were first publicly offered on
8/17/96.
(2)Class C shares of the Fund were first publicly offered on
11/1/95.
(3)Class Y Shares, first publicly offered on 6/1/94, are offered at
net asset value without sales charge to certain institutional
investors.
Other Performance Comparisons. From time to time the Fund may
also include in its advertisements and sales literature performance
information about the Fund or rankings of the Fund's performance
cited in newspapers or periodicals, such as The New York Times.
These articles may include quotations of performance from other
sources, such as Lipper Analytical Services, Inc. ("Lipper") or
Morningstar, Inc. Lipper is a widely-recognized independent mutual
fund monitoring service. Lipper monitors the performance of
regulated investment companies, including the Fund, and ranks their
performance for various periods based on categories relating to
investment objectives. The performance of the Fund's classes of
shares is ranked against (i) all other funds and (ii) all other
gold-oriented funds. The Lipper performance rankings are based on
total returns that include the reinvestment of capital gain
distributions and income dividends but do not take sales charges or
taxes into consideration.
Morningstar is an independent mutual fund monitoring service
that ranks mutual funds, including the Fund, monthly in broad
investment categories (equity, taxable bond, municipal bond and
hybrid) based on risk-adjusted investment return. Investment
return measures a fund's three, five and ten-year average annual
total returns (when available) in excess of 90-day U.S. Treasury
bill returns after considering sales charges and expenses. Risk
measures fund performance below 90-day U.S. Treasury bill monthly
returns. Risk and investment return are combined to produce star
rankings reflecting performance relative to the average fund in a
fund's category. Five stars is the "highest" ranking (top 10%),
four stars is "above average" (next 22.5%), three stars is
"average" (next 35%), two stars is "below average" (next 22.5%) and
one star is "lowest" (bottom 10%). Morningstar ranks the Fund's
Class A, Class B and Class C shares in relation to other equity
funds. Rankings are subject to change.
From time to time, the Fund's Manager may publish rankings or
ratings of the Manager (or Transfer Agent) or the investor services
provided by them to shareholders of the Oppenheimer funds, other
than performance rankings of the Oppenheimer funds themselves.
Those ratings or rankings of shareholder/investor services by third
parties may compare the Oppenheimer funds services to those of
other mutual fund families selected by the rating or ranking
services, and may be based upon the opinions of the rating or
ranking service itself, using its own research or judgment, or
based upon surveys of investors, brokers, shareholders or others.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and
Distribution and Service Plans for Class B and Class C shares of
the Fund under Rule 12b-1 of the Investment Company Act, pursuant
to which the Fund makes payments to the Distributor in connection
with the distribution and/or servicing of the shares of that class,
as described in the Prospectus. Each Plan has been approved by a
vote of (i) the Board of Trustees of the Fund, including a majority
of the Independent Trustees, cast in person at a meeting called for
the purpose of voting on that Plan, and (ii) the holders of a
"majority" (as defined in the Investment Company Act) of the shares
of each class. For the Distribution and Service Plans for Class
Class B and Class C shares, that vote was cast by the Manager as
the sole initial holder of Class B and Class C shares of the Fund.
In addition, under the Plans the Manager and the Distributor,
in their sole discretion, from time to time may use their own
resources (which, in the case of the Manager, may include profits
from the advisory fee it receives from the Fund) to make payments
to brokers, dealers or other financial institutions (each is
referred to as a "Recipient" under the Plans) for distribution and
administrative services they perform, at no cost to the Fund. The
Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of payments they make from their own
resources to Recipients.
Unless terminated as described below, each Plan continues in
effect from year to year but only as long as its continuance is
specifically approved at least annually by the Fund's Board of
Trustees and its Independent Trustees by a vote cast in person at
a meeting called for the purpose of voting on such continuance.
Each Plan may be terminated at any time by the vote of a majority
of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the
outstanding shares of that class. None of the Plans may be amended
to increase materially the amount of payments to be made unless
such amendment is approved by shareholders of the Class affected by
the amendment. In addition, because Class B shares automatically
convert into Class A shares after six years, the Fund is required
to obtain the approval of Class B as well as Class A shareholders
for a proposed amendment to the Class A plan that would materially
increase payments under the plan. Such approval must be by a
"majority" of the Class A and Class B shares (as defined in the
Investment Company Act) voting separately by class. All material
amendments must be approved by the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports to the Fund's Board of Trustees at
least quarterly for its review, detailing the amount of all
payments made pursuant to each Plan, the purpose for which payments
were made and the identity of each Recipient that received any
payment. The reports for the Class B and Class C Plans shall also
include the distribution costs for that quarter, and such costs for
previous fiscal periods that have been carried forward, as
explained in the Prospectus and below. Those reports, including the
allocations on which they are based, will be subject to the review
and approval of the Independent Trustees in the exercise of their
fiduciary duty. Each Plan further provides that while it is in
effect, the selection and nomination of those Trustees of the Fund
who are not "interested persons" of the Fund is committed to the
discretion of the Independent Trustees. This does not prevent the
involvement of others in such selection and nomination if the final
decision on selection or nomination is approved by a majority of
the Independent Trustees.
Under the Plans, no payment will be made to any Recipient in
any quarter if the aggregate net asset value of all Fund shares
held by the Recipient for itself and its customers does not exceed
a minimum amount, if any, that may be determined from time to time
by a majority of the Fund's Independent Trustees. Initially, the
Board of Trustees has set the fee at the maximum rate and set no
minimum amount. However, while the maximum fee rate under the
Class A Plan is 0.25% of average annual net assets of the fund, the
Board of Trustees has set the maximum rate for assets representing
Class A shares of the Fund acquired before April 1, 1991 at 0.15%,
and for assets representing Class A shares acquired on or after
April 1, 1991, at 0.25%.
For the fiscal year ended June 30, 1996 and August 31, 1996,
payments under the Class A Plan totalled $1,726,845, and $326,094,
respectively, all of which was paid by the Distributor to
Recipients, including $48,287 and $19,657, respectively, paid to
MML Investor Services, Inc., an affiliate of the Distributor. Any
unreimbursed expenses incurred by the Distributor with respect to
Class A shares for any fiscal year may not be recovered in
subsequent years. Payments received by the Distributor under the
Class A Plan will not be used to pay any interest expense, carrying
charge, or other financial costs, or allocation of overhead by the
Distributor.
The Class B and Class C plans allow the service fee payment to
be paid by the Distributor to Recipients in advance for the first
year such shares are outstanding, and thereafter on a quarterly
basis, as described in the Prospectus. The advance payment is
based on the net asset value of shares sold. An exchange of shares
does not entitle the Recipient to an advance service fee payment.
In the event shares are redeemed during the first year that the
shares are outstanding, the Recipient will be obligated to repay a
pro rata portion of the advance payment for those shares to the
Distributor. Payments made under the Class B Plan during the
fiscal years ended June 30, 1996 and August 31, 1996 totaled
$904,437 and $223,302, respectively, of which $808,757 and
$195,442, respectively, was retained by the Distributor and $5,467
and $1,207, respectively was paid to a dealer affiliated with the
Distributor. Payments made under the Class C Plan during the
period from November 1, 1995 through June 30, 1996, and for the
fiscal year ended August 31, 1996, totaled $11,561 and $6,917,
respectively, of which $10,534 and $5,934, respectively was
retained by the Distributor and $48 and $0, respectively was paid
to a dealer affiliated with the Distributor. At fiscal year-end
August 31, 1996, the Distributor had incurred unreimbursed expenses
under the Class B and Class C Plans of $3,988,981 and $64,346,
respectively (equal to 2.90% and 1.28% of the Fund's net assets
represented by Class B and Class C shares on that date) which have
been carried over into the present Plan year.
Although the Class B and Class C Plans permit the Distributor
to retain both the asset-based sales charges and the service fee on
such shares, or to pay Recipients the service fee on a quarterly
basis without payment in advance, the Distributor intends to pay
the service fee to Recipients in the manner described above. A
minimum holding period may be established from time to time under
the Class B and the Class C Plans by the Board. Initially, the
Board has set no minimum holding period. All payments under the
Class B Plan and the Class C Plans are subject to the limitations
imposed by the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees. The Distributor anticipates that it will
take a number of years for its to recoup (from the Fund's payments
to the Distributor under the Class B or Class C Plan and from the
contingent deferred sales charges collected on redeemed Class B or
Class C shares) the sales commissions paid to authorized dealers or
brokers.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C
Shares. The availability of three classes of shares permits an
investor to choose the method of purchasing shares that is more
beneficial to the investor depending on the amount of the purchase,
the length of time the investor expects to hold shares and other
relevant circumstances. Investors should understand that the
purpose and function of the deferred sales charge and asset-based
sales charge with respect to Class B and Class C shares are the
same as those of the initial sales charge with respect to Class A
shares. Any salesperson or other person entitled to receive
compensation for selling Fund shares may receive different
compensation with respect to one class of shares than the other.
The Distributor normally will not accept any order for $500,000 or
more of Class B shares or any order for $1 million or more of Class
C shares on behalf of a single investor (not including dealer
"street name" or omnibus accounts) because generally it will be
more advantageous for that investor to purchase Class A shares of
the Fund instead. A fourth class of shares may be purchased only
by certain institutional investors at net asset value per share
(the "Class Y shares").
The three classes of shares each represent an interest in the
same portfolio investments of the Fund. However, each class has
different shareholder privileges and features. The net income
attributable to Class B and Class C shares and the dividends
payable on Class B and Class C shares will be reduced by
incremental expenses borne solely by that class, including the
asset-based sales charge to which Class B and Class C shares are
subject.
The conversion of Class B shares to Class A shares after six
years is subject to the continuing availability of a private letter
ruling from the Internal Revenue Service, or an opinion of counsel
or tax adviser, to the effect that the conversion of Class B shares
does not constitute a taxable event for the holder under Federal
income tax law. If such a revenue ruling or opinion is no longer
available, the automatic conversion feature may be suspended, in
which event no further conversions of Class B shares would occur
while such suspension remained in effect. Although Class B shares
could then be exchanged for Class A shares on the basis of relative
net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event
for the holder, and absent such exchange, Class B shares might
continue to be subject to the asset-based sales charge for longer
than six years.
The methodology for calculating the net asset value, dividends
and distributions of the Fund's Class A, Class B, Class C and Class
Y shares recognizes two types of expenses. General expenses that
do not pertain specifically to any one class are allocated pro rata
to the shares of each class, based on the percentage of the net
assets of such class to the Fund's total assets, and then equally
to each outstanding share within a given class. Such general
expenses include (i) management fees, (ii) legal, bookkeeping and
audit fees, (iii) printing and mailing costs of shareholder
reports, Prospectuses, Statements of Additional Information and
other materials for current shareholders, (iv) fees to Independent
Trustees, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and
brokerage commissions, and (ix) non-recurring expenses, such as
litigation costs. Other expenses that are directly attributable to
a class are allocated equally to each outstanding share within that
class. Such expenses include (i) Distribution Plan fees, (ii)
incremental transfer and shareholder servicing agent fees and
expenses, (iii) registration fees and (iv) shareholder meeting
expenses, to the extent that such expenses pertain to a specific
class rather than to the Fund as a whole.
Determination of Net Asset Values Per Share. The net asset values
per share of Class A, Class B, Class C and Class Y shares of the
Fund are determined as of the close of business of The New York
Stock Exchange (the "NYSE") on each day that the NYSE is open, by
dividing the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding. The NYSE
normally closes at 4:00 P.M., but may close earlier on some other
days (for example, in case of weather emergencies or days falling
before a holiday). The NYSE's most recent annual announcement
(which is subject to change) states that it will close on New
Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
It may also close on other days. The Fund may invest a portion of
its assets in foreign securities primarily listed on foreign
exchanges which may trade on Saturdays or customary U.S. business
holidays on which the NYSE is closed. Because the Fund's price and
net asset value will not be calculated on those days, the Fund's
net asset values per share may be significantly affected on such
days when shareholders may not purchase or redeem shares.
The Fund's Board of Trustees has established procedures for
the valuation of the Fund's securities, generally as follows: (i)
equity securities traded on a U.S. securities exchange or on NASDAQ
for which last sale information is regularly reported are valued at
the last reported sale price on their primary exchange or NASDAQ
that day (or, in the absence of sales that day, at values based on
the last sale prices of the preceding trading day or closing "bid"
prices that day); (ii) securities traded on a foreign securities
exchange are valued generally at the last sales price available to
the pricing service approved by the Fund's Board of Trustees or to
the Manager as reported by the principal exchange on which the
security is traded at its last trading session on or immediately
preceding the valuation date, or at the mean between "bid" and
"ask" prices obtained from the principal exchange or two active
market makers in the security on the basis of reasonable inquiry;
(iii) long-term debt securities having a remaining maturity in
excess of 60 days are valued based on the mean between the "bid"
and "ask" prices determined by a portfolio pricing service approved
by the Fund's Board of Trustees or obtained by the Manager from two
active market makers in the security on the basis of reasonable
inquiry; (iv) debt instruments having a maturity of more than 397
days when issued, and non-money market type instruments having a
maturity of 397 days or less when issued, which have a remaining
maturity of 60 days or less are valued at the mean between the
"bid" and "ask" prices determined by a pricing service approved by
the Fund's Board of Trustees or obtained by the Manager from two
active market makers in the security on the basis of reasonable
inquiry; (v) money market debt securities that had a maturity of
less than 397 days when issued that have a remaining maturity of 60
days or less are valued at cost, adjusted for amortization of
premiums and accretion of discounts; and (vi) securities (including
restricted securities) not having readily-available market
quotations are valued at fair value determined under the Board's
procedures. If the Manager is unable to locate two market makers
willing to give quotes (see (ii), (iii) and (iv) above), the
security may be priced at the mean between the "bid" and "ask"
prices provided by a single active market maker (which in certain
cases may be the "bid" price if no "ask" price is available).
In the case of U.S. Government Securities and mortgage-backed
securities, where last sale information is not generally available,
such pricing procedures may include "matrix" comparisons to the
prices for comparable instruments on the basis of quality, yield,
maturity and other special factors involved. The Manager may use
pricing services approved by the Board of Trustees to price U.S.
Government Securities for which last sale information is not
generally available. The Manager will monitor the accuracy of such
pricing services, which may include comparing prices used for
portfolio evaluation to actual sales prices of selected securities.
Trading in securities on European and Asian exchanges and
over-the-counter markets is normally completed before the close of
the New York Stock Exchange. Events affecting the values of
foreign securities traded in securities markets that occur between
the time their prices are determined and the close of the New York
Stock Exchange will not be reflected in the Fund's calculation of
net asset value unless the Board of Trustees or the Manager, under
procedures established by the Board of Trustees, determines that
the particular event is likely to effect a material change in the
value of such security. Foreign currency, including forward
contracts, will be valued at the closing price in the London
foreign exchange market that day as provided by a reliable bank,
dealer or pricing service. The values of securities denominated in
foreign currency will be converted to U.S. dollars at the closing
price in the London foreign exchange market that day as provided by
a reliable bank, dealer or pricing service.
Puts, calls and Futures are valued at the last sales price on
the principal exchange on which they are traded or on NASDAQ, as
applicable, as determined by a pricing service approved by the
Board of Trustees or by the Manager. If there were no sales that
day, value shall be the last sale price on the preceding trading
day if it is within the spread of the closing "bid" and "ask"
prices on the principal exchange or on NASDAQ on the valuation
date, or, if not, value shall be the closing "bid" price on the
principal exchange or on NASDAQ on the valuation date. If the put,
call or future is not traded on an exchange or on NASDAQ, it shall
be valued at the mean between "bid" and "ask" prices obtained by
the Manager from two active market makers (which in certain cases
may be the "bid" price if no "ask" price is available).
AccountLink. When shares are purchased through AccountLink,
each purchase must be at least $25.00. Shares will be purchased on
the regular business day the Distributor is instructed to initiate
the Automated Clearing House transfer to buy shares. Dividends
will begin to accrue on such shares on the day the Fund receives
Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange that day, which is normally
three days after the ACH transfer is initiated. The Exchange
normally closes at 4:00 P.M., but may close earlier on certain
days. If Federal Funds are received on a business day after the
close of the Exchange, the shares will be purchased and dividends
will begin to accrue on the next regular business day. The
proceeds of ACH transfers are normally received by the Fund 3 days
after the transfers are initiated. The Distributor and the Fund
are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Reduced Sales Charges. As discussed in the Prospectus, a
reduced sales charge rate may be obtained for Class A shares under
Right of Accumulation and Letter of Intent because of the economies
of sales efforts and reduction in expenses realized by the
Distributor, dealers and brokers making such sales. No sales
charge is imposed in certain other circumstances described in the
Prospectus because the Distributor incurs little or no selling
expenses. The term "immediate family" refers to one's spouse,
children, grandchildren, grandparents, parents, parents-in-law,
brothers and sisters, sons- and daughters-in-law, siblings, a
sibling's spouse, a spouse's siblings, aunts, uncles, nieces and
nephews.
The Oppenheimer Funds. The Oppenheimer funds are those
mutual funds for which the Distributor acts as the distributor or
the sub-distributor and include the following:
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer California Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Main Street California
Municipal Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Pennsylvania Municipal
Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income &
Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Enterprise Fund
Oppenheimer Bond Fund for Growth
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term
Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income &
Growth Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Growth & Income Fund
Rochester Fund Municipals*
Rochester Portfolio Series-Limited Term
New York Municipal Fund*
Oppenheimer Disciplined Value Fund
Oppenheimer Disciplined Allocation Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
*Shares of the Fund are not presently exchangeable for shares of
these funds.
There is an initial sales charge on the purchase of Class A
shares of each of the Oppenheimer funds except Money Market Funds
(under certain circumstances described herein, redemption proceeds
of Money Market Fund shares may be subject to a contingent
deferred sales charge).
Letters of Intent. A Letter of Intent (referred to as a
"Letter") is an investor's statement in writing to the Distributor
of the intention to purchase Class A shares of the Fund or Class A
and Class B shares of the Fund and other Oppenheimer funds during
a 13-month period (the "Letter of Intent period"), which may, at
the investor's request, include purchases made up to 90 days prior
to the date of the Letter. The Letter states the investor's
intention to make the aggregate amount of purchases of shares
which, when added to the investor's holdings of shares of those
funds, will equal or exceed the amount specified in the Letter.
Purchases made by reinvestment of dividends or distributions of
capital gains and purchases made at net asset value without sales
charge do not count toward satisfying the amount of the Letter. A
Letter enables an investor to count the Class A and Class B shares
purchased under the Letter to obtain the reduced sales charge rate
on purchases of Class A shares of the Fund (and other Oppenheimer
funds) that applies under the Right of Accumulation to current
purchases of Class A shares. Each purchase under the Letter will
be made at the public offering price applicable to a single lump-
sum purchase of shares in the intended purchase amount, as
described in the Prospectus.
In submitting a Letter, the investor makes no commitment to
purchase shares, but if the investor's purchases of shares within
the Letter of Intent period, when added to the value (at offering
price) of the investor's holdings of shares on the last day of that
period, do not equal or exceed the intended purchase amount, the
investor agrees to pay the additional amount of sales charge
applicable to such purchases, as set forth in "Terms of Escrow,"
below (as those terms may be amended from time to time). The
investor agrees that shares equal in value to 5% of the intended
purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be
bound by the terms of the Prospectus, this Statement of Additional
Information and the Application used for such Letter of Intent, and
if such terms are amended, as they may be from time to time by the
Fund, that those amendments will apply automatically to existing
Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer
funds by OppenheimerFunds prototype 401(k) plans under a Letter of
Intent, the Transfer Agent will not hold shares in escrow. If the
intended purchase amount under the Letter entered into by an
OppenheimerFunds prototype 401(k) plan is not purchased by the plan
by the end of the Letter of Intent period, there will be no
adjustment of commissions paid to the broker-dealer or financial
institution of record for accounts held in the name of that plan.
If the total eligible purchases made during the Letter of
Intent period do not equal or exceed the intended purchase amount,
the commissions previously paid to the dealer of record for the
account and the amount of sales charge retained by the Distributor
will be adjusted to the rates applicable to actual purchases. If
total eligible purchases during the Letter of Intent period exceed
the intended purchase amount and exceed the amount needed to
qualify for the next sales charge rate reduction set forth in the
applicable prospectus, the sales charges paid will be adjusted to
the lower rate, but only if and when the dealer returns to the
Distributor the excess of the amount of commissions allowed or paid
to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the
investor's account at the net asset value per share in effect on
the date of such purchase, promptly after the Distributor's receipt
thereof.
In determining the total amount of purchases made under a
Letter, shares redeemed by the investor prior to the termination of
the Letter of Intent period will be deducted. It is the
responsibility of the dealer of record and/or the investor to
advise the Distributor about the Letter in placing any purchase
orders for the investor during the Letter of Intent period. All of
such purchases must be made through the Distributor.
Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in
value up to 5% of the intended purchase amount specified in the
Letter shall be held in escrow by the Transfer Agent. For example,
if the intended purchase amount is $50,000, the escrow shall be
shares valued in the amount of $2,500 (computed at the public
offering price adjusted for a $50,000 purchase). Any dividends and
capital gains distributions on the escrowed shares will be credited
to the investor's account.
2. If the intended purchase amount specified under the
Letter is completed within the thirteen-month Letter of Intent
period, the escrowed shares will be promptly released to the
investor.
3. If, at the end of the thirteen-month Letter of Intent
period the total purchases pursuant to the Letter are less than the
intended purchase amount specified in the Letter, the investor must
remit to the Distributor an amount equal to the difference between
the dollar amount of sales charges actually paid and the amount of
sales charges which would have been paid if the total amount
purchased had been made at a single time. Such sales charge
adjustment will apply to any shares redeemed prior to the
completion of the Letter. If such difference in sales charges is
not paid within twenty days after a request from the Distributor or
the dealer, the Distributor will, within sixty days of the
expiration of the Letter, redeem the number of escrowed shares
necessary to realize such difference in sales charges. Full and
fractional shares remaining after such redemption will be released
from escrow. If a request is received to redeem escrowed shares
prior to the payment of such additional sales charge, the sales
charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably
constitutes and appoints the Transfer Agent as attorney-in-fact to
surrender for redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter)
include (a) Class A shares sold with a front-end sales charge or
subject to a Class A contingent deferred sales charge, (b) Class B
shares of other Oppenheimer funds acquired subject to a contingent
deferred sales charge, and (c) Class A or B shares acquired in
exchange for either (i) Class A shares of one of the other
Oppenheimer funds that were acquired subject to a Class A initial
or contingent deferred sales charge or (ii) Class B shares of one
of the other Oppenheimer funds that were acquired subject to a
contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be
exchanged for shares of another fund to which an exchange is
requested, as described in the section of the Prospectus entitled
"How to Exchange Shares," and the escrow will be transferred to
that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a
bank account, a check (minimum $25) for the initial purchase must
accompany the application. Shares purchased by Asset Builder Plan
payments from bank accounts are subject to the redemption
restrictions for recent purchases described in "How To Sell
Shares," in the Prospectus. Asset Builder Plans also enable
shareholders of Oppenheimer Cash Reserves to use those accounts for
monthly automatic purchases of shares of up to four other
Oppenheimer funds.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply
to shares purchased by Asset Builder payments. An application
should be obtained from the Distributor, completed and returned,
and a prospectus of the selected fund(s) should be obtained from
the Distributor or your financial advisor before initiating Asset
Builder payments. The amount of the Asset Builder investment may
be changed or the automatic investments may be terminated at any
time by writing to the Transfer Agent. A reasonable period
(approximately 15 days) is required after the Transfer Agent's
receipt of such instructions to implement them. The Fund reserves
the right to amend, suspend, or discontinue offering such plans at
any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders
for the Fund's shares (for example, when a purchase check is
returned to the Fund unpaid) causes a loss to be incurred when the
net asset value of the Fund's shares on the cancellation date is
less than on the purchase date. That loss is equal to the amount
of the decline in the net asset value per share multiplied by the
number of shares in the purchase order. The investor is
responsible for that loss. If the investor fails to compensate the
Fund for the loss, the Distributor will do so. The Fund may
reimburse the Distributor for that amount by redeeming shares from
any account registered in that investor's name, or the Fund or the
Distributor may seek other redress.
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and
conditions for redemptions set forth in the Prospectus.
Involuntary Redemptions. The Fund's Board of Trustees has
the right to cause the involuntary redemption of the shares held in
any account if the aggregate net asset value of those shares is
less than $500 or such lesser amount as the Board may fix. The
Board of Trustees will not cause the involuntary redemption of
shares in an account if the aggregate net asset value of the shares
has fallen below the stated minimum solely as a result of market
fluctuations. Should the Board elect to exercise this right, it
may also fix, in accordance with the Investment Company Act, the
requirements for any notice to be given to the shareholders in
question (not less than 30 days), or the Board may set requirements
for granting permission to the shareholder to increase the
investment, and set other terms and conditions so that the shares
would not be involuntarily redeemed.
Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash.
However, the Board of Trustees of the Fund may determine that it
would be detrimental to the best interests of the remaining
shareholders of the Fund to make payment of a redemption order
wholly or partly in cash. In that case the Fund may pay the
redemption proceeds in whole or in part by a distribution "in kind"
of securities from the portfolio of the Fund, in lieu of cash, in
conformity with applicable rules of the Securities and Exchange
Commission. The Fund has elected to be governed by Rule 18f-1
under the Investment Company Act, pursuant to which the Fund is
obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day
period for any one shareholder. If shares are redeemed in kind, the
redeeming shareholder might incur brokerage or other costs in
selling the securities for cash. The method of valuing securities
used to make redemptions in kind will be the same as the method the
Fund uses to value its portfolio securities described above under
"Determination of Net Asset Values Per Share" and that valuation
will be made as of the time the redemption price is determined.
Selling Shares by Wire. The wire of redemption proceeds may
be delayed if a 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 wire.
Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of
(i) Class A shares that you purchased subject to an initial sales
charge, or (ii) Class B shares that were subject to the Class B
contingent deferred sales charge when redeemed. The reinvestment
may be made without sales charge only in Class A shares of the Fund
or any of the other Oppenheimer funds into which shares of the Fund
are exchangeable as described below, at the net asset value next
computed after the Transfer Agent receives the reinvestment order.
The shareholder must ask the Distributor for that privilege at the
time of reinvestment. Any capital gain that was realized when the
shares were redeemed is taxable, and reinvestment will not alter
any capital gains tax payable on that gain. If there has been a
capital loss on the redemption, some or all of the loss may not be
tax deductible, depending on the timing and amount of the
reinvestment. Under the Internal Revenue Code, if the redemption
proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the Oppenheimer
funds within 90 days of payment of the sales charge, the
shareholder's basis in the shares of the Fund that were redeemed
may not include the amount of the sales charge paid. That would
reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added
to the basis of the shares acquired by the reinvestment of the
redemption proceeds. The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after
the date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of either class at the time of
transfer to the name of another person or entity (whether the
transfer occurs by absolute assignment, gift or bequest, not
involving, directly or indirectly, a public sale). The transferred
shares will remain subject to the contingent deferred sales charge,
calculated as if the transferee shareholder had acquired the
transferred shares in the same manner and at the same time as the
transferring shareholder. If less than all shares held in an
account are transferred, and some but not all shares in the account
would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus
under "How to Buy Shares" for the imposition of the Class B or
Class C contingent deferred sales charge will be followed in
determining the order in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions
from OppenheimerFunds-sponsored IRAs, SEP-IRAs, SAR-SEPs, 403(b)(7)
custodial plans, 401(k) plans, or pension or profit-sharing plans
should be addressed to "Trustee, OppenheimerFunds Retirement
Plans," c/o the Transfer Agent at its address listed in "How To
Sell Shares" in the Prospectus or on the back cover of this
Statement of Additional Information. The request must: (i) state
the reason for the distribution; (ii) state the owner's awareness
of tax penalties if the distribution is premature; and (iii)
conform to the requirements of the plan and the Fund's other
redemption requirements. Participants (other than self-employed
persons maintaining a plan account in their own name) in
OppenheimerFunds-sponsored prototype pension, profit-sharing, or
401(k) plans may not directly redeem or exchange shares held for
their account under those plans. The employer or plan
administrator must sign the request. Distributions from pension
and profit sharing plans are subject to special requirements under
the Internal Revenue Code and certain documents (available from the
Transfer Agent) must be completed before the distribution may be
made. Distributions from retirement plans are subject to
withholding requirements under the Internal Revenue Code, and IRS
Form W-4P (available from the Transfer Agent) must be submitted to
the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided
the Transfer Agent with a certified tax identification number, the
Internal Revenue Code requires that tax be withheld from any
distribution even if the shareholder elects not to have tax
withheld. The Fund, the Manager, the Distributor, the Trustee and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and
will not be responsible for any tax penalties assessed in
connection with a distribution.
Special Arrangements for Repurchase of Shares from Dealers and
Brokers. The Distributor is the Fund's agent to repurchase its
shares from authorized dealers or brokers on behalf of their
customers. The shareholder should contact the broker or dealer to
arrange this type of redemption. The repurchase price per share
will be the net asset value next computed after the Distributor
receives the order placed by the dealer or broker, except that if
the Distributor receives a repurchase order from a dealer or broker
after the close of The New York Stock Exchange on a regular
business day, it will be processed at that day's net asset value if
the order was received by the dealer or broker from its customer
prior to the time the Exchange closed (normally, that is 4:00 P.M.,
but may be earlier some days) and the order was transmitted to and
received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Ordinarily, for accounts redeemed by a
broker-dealer under this procedure, payment will be made within
three business days after the shares have been redeemed upon the
Distributor's receipt of the required redemption documents in
proper form, with the signature(s) of the registered owners
guaranteed on the redemption documents as described in the
Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares
of the Fund valued at $5,000 or more can authorize the Transfer
Agent to redeem shares (minimum $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic
Withdrawal Plan. Shares will be redeemed three business days prior
to the date requested by the shareholder for receipt of the
payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable
to all shareholders of record and sent to the address of record for
the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on
this basis. Payments are normally made by check, but shareholders
having AccountLink privileges (see "How To Buy Shares") may arrange
to have Automatic Withdrawal Plan payments transferred to the bank
account designated on the OppenheimerFunds New Account Application
or signature-guaranteed instructions. The Fund cannot guarantee
receipt of a payment on the date requested and reserves the right
to amend, suspend or discontinue offering such plans at any time
without prior notice. Because of the sales charge assessed on
Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an
Automatic Withdrawal Plan. Class B and Class C shareholders should
not establish withdrawal plans that would require the redemption of
shares held less than 6 years or 12 months, respectively, because
of the imposition of the Class B or Class C contingent deferred
sales charge on such withdrawals (except where the Class B or Class
C contingent deferred sales charge is waived as described in the
Prospectus under "Waivers of Class B and Class C Sales Charges."
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such
plans, as stated below and in the provisions of the
OppenheimerFunds Application relating to such Plans, as well as the
Prospectus. These provisions may be amended from time to time by
the Fund and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.
Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of
shares of the Fund for shares (of the same class) of other
Oppenheimer funds automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Exchange Plan. The
minimum amount that may be exchanged to each other fund account is
$25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a
sales charge will be redeemed first and shares acquired with
reinvested dividends and capital gains distributions will be
redeemed next, followed by shares acquired with a sales charge, to
the extent necessary to make withdrawal payments. Depending upon
the amount withdrawn, the investor's principal may be depleted.
Payments made under withdrawal plans should not be considered as a
yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the
"Planholder") who executed the Plan authorization and application
submitted to the Transfer Agent. The Transfer Agent shall incur no
liability to the Planholder for any action taken or omitted by the
Transfer Agent in good faith to administer the Plan. Certificates
will not be issued for shares of the Fund purchased for and held
under the Plan, but the Transfer Agent will credit all such shares
to the account of the Planholder on the records of the Fund. Any
share certificates held by a Planholder may be surrendered
unendorsed to the Transfer Agent with the Plan application so that
the shares represented by the certificate may be held under the
Plan.
For accounts subject to Automatic Withdrawal Plans,
distributions of capital gains must be reinvested in shares of the
Fund, which will be done at net asset value without a sales charge.
Dividends on shares held in the account may be paid in cash or
reinvested.
Redemptions of shares needed to make withdrawal payments will
be made at the net asset value per share determined on the
redemption date. Checks or AccountLink payments of the proceeds of
Plan withdrawals will normally be transmitted three business days
prior to the date selected for receipt of the payment (receipt of
payment on the date selected cannot be guaranteed), according to
the choice specified in writing by the Planholder.
The amount and the interval of disbursement payments and the
address to which checks are to be mailed or AccountLink payments
are to be sent may be changed at any time by the Planholder by
writing to the Transfer Agent. The Planholder should allow at
least two weeks' time in mailing such notification for the
requested change to be put in effect. The Planholder may, at any
time, instruct the Transfer Agent by written notice (in proper form
in accordance with the requirements of the then-current Prospectus
of the Fund) to redeem all, or any part of, the shares held under
the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will
mail a check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by
writing to the Transfer Agent. A Plan may also be terminated at
any time by the Transfer Agent upon receiving directions to that
effect from the Fund. The Transfer Agent will also terminate a
Plan upon receipt of evidence satisfactory to it of the death or
legal incapacity of the Planholder. Upon termination of a Plan by
the Transfer Agent or the Fund, shares that have not been redeemed
from the account will be held in uncertificated form in the name of
the Planholder, and the account will continue as a dividend-
reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her
executor or guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt,
the Planholder may request issuance of a portion of the shares in
certificated form. Upon written request from the Planholder, the
Transfer Agent will determine the number of shares for which a
certificate may be issued without causing the withdrawal checks to
stop because of exhaustion of uncertificated shares needed to
continue payments. However, should such uncertificated shares
become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the
Fund, the Planholder will be deemed to have appointed any successor
transfer agent to act as agent in administering the Plan.
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 Oppenheimer funds that have a single class
without a class designation are deemed "Class A" shares for this
purpose. All of the Oppenheimer funds 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, Centennial America Fund, L.P. and Daily Cash
Accumulation Fund, Inc., which only offer Class A shares, and
Oppenheimer Main Street California Tax-Exempt Fund, which only
offers Class A and Class B shares (Class B and Class C shares of
Oppenheimer Cash Reserves are generally available only by exchange
from the same class of shares of other Oppenheimer funds or through
OppenheimerFunds sponsored 401(k) plans). A current list showing
which funds offer which class can be obtained by calling the
Distributor at 1-800-525-7048.
For accounts established on or before March 8, 1996 holding
Class M shares of Oppenheimer Bond Fund for Growth, Class M shares
can be exchanged only for Class A shares of other Oppenheimer
funds, including Rochester Fund Municipals and Limited Term New
York Municipal Fund. Class A shares of Rochester Fund Municipals
or Limited Term New York Municipal Fund acquired on the exchange of
Class M shares of Oppenheimer Bond Fund for Growth may be exchanged
for Class M shares of that fund. For accounts of Oppenheimer Bond
Fund for Growth established after March 8, 1996, Class M shares may
be exchanged for Class A shares of other Oppenheimer funds except
Rochester Funds Municipals and Limited Term New York Municipals.
Exchanges to Class M shares of Oppenheimer Bond Fund for Growth are
permitted from Class A shares of Oppenheimer Money Market Fund,
Inc. or Oppenheimer Cash Reserves that were acquired by exchange
from Class M shares. Otherwise no exchanges of any class of any
Oppenheimer fund into Class M shares are permitted.
Class A shares of Oppenheimer funds may be exchanged at net
asset value for shares of any Money Market Fund. Shares of any
Money Market Fund purchased without a sales charge may be exchanged
for shares of Oppenheimer funds offered with a sales charge upon
payment of the sales charge (or, if applicable, may be used to
purchase shares of Oppenheimer funds subject to a contingent
deferred sales charge).
Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds (except
Oppenheimer Cash Reserves) or from any unit investment trust for
which reinvestment arrangements have been made with the Distributor
may be exchanged at net asset value for shares of any of the
Oppenheimer funds.
No contingent deferred sales charge is imposed on exchanges of
shares of either class purchased subject to a contingent deferred
sales charge. However, shares of Oppenheimer Money Market Fund,
Inc. purchased with the redemption proceeds of shares of other
mutual funds (other than funds managed by the Manager or its
subsidiaries) redeemed within the 12 months prior to that purchase
may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales
charge, whichever is applicable. To qualify for that privilege,
the investor or the investor's dealer must notify the Distributor
of eligibility for this privilege at the time the shares of
Oppenheimer Money Market Fund, Inc. are purchased, and, if
requested, must supply proof of entitlement to this privilege. The
Class C contingent deferred sales charge is imposed on Class C
shares acquired by exchange if they are redeemed within 12 months
of the initial purchase of the exchanged Class C shares.
When Class B or Class C shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the
Prospectus for the imposition of the Class B or Class C contingent
deferred sales charge will be followed in determining the order in
which the shares are exchanged. Shareholders should take into
account the effect of any exchange on the applicability and rate of
any contingent deferred sales charge that might be imposed in the
subsequent redemption of remaining shares. Shareholders owning
shares of more than one class must specify whether they intend to
exchange Class A, Class B or Class C shares.
The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of more
than one account. The Fund may accept requests for exchanges of up
to 50 accounts per day from representatives of authorized dealers
that qualify for this privilege. In connection with any exchange
request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include
shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In
those cases, only the shares available for exchange without
restriction will be exchanged.
When exchanging shares by telephone, a shareholder must either
have an existing account in, or obtain and acknowledge receipt of
a prospectus of, the fund to which the exchange is to be made. For
full or partial exchanges of an account made by telephone, any
special account features such as Asset Builder Plans, Automatic
Withdrawal Plans and retirement plan contributions will be switched
to the new account unless the Transfer Agent is instructed
otherwise. If all telephone lines are busy (which might occur, for
example, during periods of substantial market fluctuations),
shareholders might not be able to request exchanges by telephone
and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business
day the Transfer Agent receives an exchange request in proper form
(the "Redemption Date"). Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases
may be delayed by either fund up to five business days if it
determines that it would be disadvantaged by an immediate transfer
of the redemption proceeds. The Fund reserves the right, in its
discretion, to refuse any exchange request that may disadvantage it
(for example, if the receipt of multiple exchange requests from a
dealer might require the disposition of portfolio securities at a
time or at a price that might be disadvantageous to the Fund).
The different Oppenheimer funds available for exchange have
different investment objectives, policies and risks, and a
shareholder should assure that the Fund selected is appropriate for
his or her investment and should be aware of the tax consequences
of an exchange. For federal income tax purposes, an exchange
transaction is treated as a redemption of shares of one fund and a
purchase of shares of another. "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and
the Transfer Agent are unable to provide investment, tax or legal
advice to a shareholder in connection with an exchange request or
any other investment transaction.
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on
shares of record held at the time of the previous determination of
net asset value, or as otherwise described in "How to Buy Shares."
Daily dividends on newly purchased shares will not be declared or
paid until such time as Federal Funds (funds credited to a member
bank's account at the Federal Reserve Bank) are available from the
purchase payment for such shares. Normally, purchase checks
received from investors are converted to Federal Funds on the next
business day. Dividends will be declared on shares repurchased by
a dealer or broker for three business days following the trade date
(i.e., to and including the day prior to settlement of the
repurchase). If all shares in an account are redeemed, all
dividends accrued on shares of the same class in the account will
be paid together with the redemption proceeds.
Dividends, distributions and the proceeds of the redemption of
Fund shares represented by checks returned to the Transfer Agent by
the Postal Service as undeliverable will be invested in shares of
Oppenheimer Money Market Fund, Inc., as promptly as possible after
the return of such checks to the Transfer Agent, to enable the
investor to earn a return on otherwise idle funds.
The amount of a class's distributions may vary from time to
time depending on market conditions, the composition of a Fund's
portfolio, and expenses borne by the Fund or borne separately by a
class, as described in "Alternative Sales Arrangements -- Class A,
Class B and Class C shares" above. Dividends are calculated in the
same manner, at the same time and on the same day for shares of
each class. However, dividends on Class B and Class C shares are
expected to be lower than dividends on Class A shares as a result
of the asset-based sales charges on Class B and Class C shares, and
will also differ in amount as a consequence of any difference in
net asset value between the classes.
Tax Status of the Fund's Dividends and Distributions. The Federal
tax treatment of the Fund's dividends and capital gains
distributions is explained in the Prospectus under the caption
"Dividends, Capital Gains and Taxes." Special provisions of the
Internal Revenue Code govern the eligibility of the Fund's
dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends
paid by the Fund which may qualify for the deduction is limited to
the aggregate amount of qualifying dividends that the Fund derives
from its portfolio investments that the Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be
eligible for the deduction on dividends paid on Fund shares held
for 45 days or less. To the extent the Fund's dividends are
derived from gross income from option premiums, interest income or
short-term gains from the sale of securities or dividends from
foreign corporations, those dividends will not qualify for the
deduction.
If prior distributions must be re-characterized at the end of
the fiscal year as a result of the effect of a Fund's investment
policies, shareholders may have a non-taxable return of capital,
which will be identified in notices to shareholders. There is no
fixed dividend rate and there can be no assurance as to the payment
of any dividends or the realization of any capital gains.
If the Fund qualifies as a "regulated investment company"
under the Internal Revenue Code, it will not be liable for Federal
income taxes on amounts paid by it as dividends and distributions.
The Fund qualified 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 a Fund will qualify,
and a Fund might not meet those tests in a particular year. For
example, if a Fund derives 30% or more of its gross income from the
sale of securities held less than three months, it may fail to
qualify (see "Tax Aspects of Covered Calls and Hedging
Instruments," above). If it does not qualify, a 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.
Under the Internal Revenue Code, by December 31 each year, the
Fund must distribute 98% of its taxable investment income earned
from January 1 through December 31 of that year and 98% of its
capital gains realized in the period from November 1 of the prior
year through October 31 of the current year, or else the Fund must
pay an excise tax on the amounts not distributed. While it is
presently anticipated that the Fund will meet those requirements,
the Fund's Board of Trustees and the Manager might determine in a
particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the
required levels and to pay the excise tax on the undistributed
amounts. That would reduce the amount of income or capital gains
available for distribution to shareholders.
Dividend Reinvestment in Another Fund. Shareholders of the Fund
may elect to reinvest all dividends and/or capital gains
distributions in shares of the same class of any of the other
Oppenheimer funds listed in "Reduced Sales Charges," above, at net
asset value without sales charge. To elect this option, a
shareholder must notify the Transfer Agent in writing and either
have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the
Distributor to establish an account. The investment will be made
at the net asset value per share in effect at the close of business
on the payable date of the dividend or distribution. Dividends
and/or distributions from certain of the Oppenheimer funds may be
invested in shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. The Bank of New York is the Custodian of the Fund's
assets. The Custodian's responsibilities include safeguarding and
controlling the Fund's portfolio securities, collecting income on
the portfolio securities and handling the delivery of such
securities to and from the Fund. The Manager has represented to
the Fund that the banking relationships between the Manager and the
Custodian have been and will continue to be unrelated to and
unaffected by the relationship between the Fund and the Custodian.
It will be the practice of the Fund to deal with the Custodian in
a manner uninfluenced by any banking relationship the Custodian may
have with the Manager and its affiliates.
Independent Auditors. The independent auditors of the Fund audit
the Fund's financial statements and perform other related audit
services. They also act as auditors for certain other funds
advised by the Manager and its affiliates.
Independent Auditors' Report
================================================================================
The Board of Trustees and Shareholders of Oppenheimer Growth Fund:
We have audited the accompanying statements of investments and assets and
liabilities of Oppenheimer Growth Fund as of August 31, 1996, and the related
statements of operations for the two month period then ended and the year ended
June 30, 1996, the statements of changes in net assets for the two month period
ended August 31, 1996 and the years ended June 30, 1996 and 1995, and the
financial highlights for the two month period ended August 31, 1996 and for each
of the years in the five year period ended June 30, 1996. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
August 31, 1996 by correspondence with the custodian and brokers; and where
confirmations were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Growth Fund as of August 31, 1996, the results of its operations for
the two month period then ended and the year ended June 30, 1996, the changes in
its net assets for the two month period ended August 31, 1996 and the years
ended June 30, 1996 and 1995, and the financial highlights for the two month
period ended August 31, 1996 and each of the years in the five year period ended
June 30, 1996, in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
September 23, 1996
<PAGE>
<TABLE>
<CAPTION>
Statement of Investments August 31, 1996
Market Value
Shares See Note 1
====================================================================================================================================
<S> <C> <C> <C>
Common Stocks--68.8%
- ------------------------------------------------------------------------------------------------------------------------------------
Basic Materials--4.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Chemicals--1.9%
FMC Corp.(1) 25,000 $ 1,600,000
----------------------------------------------------------------------------------------------------------------
Georgia Gulf Corp. 210,000 6,615,000
----------------------------------------------------------------------------------------------------------------
Morton International, Inc. 180,000 6,682,500
----------------------------------------------------------------------------------------------------------------
Praxair, Inc. 30,000 1,233,750
----------------------------------------------------------------------------------------------------------------
Terra Industries, Inc. 112,500 1,490,625
----------------------------------------------------------------------------------------------------------------
Union Carbide Corp. 161,100 6,967,575
--------------
24,589,450
- ------------------------------------------------------------------------------------------------------------------------------------
Metals--1.2%
Asarco, Inc. 300,000 7,762,500
----------------------------------------------------------------------------------------------------------------
British Steel PLC, ADR 95,000 2,766,875
----------------------------------------------------------------------------------------------------------------
Cyprus Amax Minerals Co. 140,000 2,975,000
----------------------------------------------------------------------------------------------------------------
LTV Corp. 195,000 2,291,250
--------------
15,795,625
- ------------------------------------------------------------------------------------------------------------------------------------
Paper--1.8%
Boise Cascade Corp. 185,000 6,243,750
----------------------------------------------------------------------------------------------------------------
Bowater, Inc. 315,000 11,340,000
----------------------------------------------------------------------------------------------------------------
Chesapeake Corp. 65,000 1,592,500
----------------------------------------------------------------------------------------------------------------
Georgia-Pacific Corp. 15,000 1,115,625
----------------------------------------------------------------------------------------------------------------
Stone Container Corp. 210,000 2,913,750
--------------
23,205,625
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--6.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Autos & Housing--0.6%
Kaufman & Broad Home Corp. 20,000 245,000
----------------------------------------------------------------------------------------------------------------
Navistar International Corp.(1) 555,000 5,411,250
----------------------------------------------------------------------------------------------------------------
Toll Brothers, Inc.(1) 110,000 1,911,250
--------------
7,567,500
- ------------------------------------------------------------------------------------------------------------------------------------
Leisure & Entertainment--2.7%
Alaska Air Group, Inc.(1) 65,000 1,373,125
----------------------------------------------------------------------------------------------------------------
AMR Corp.(1) 45,000 3,690,000
----------------------------------------------------------------------------------------------------------------
British Airways PLC, Sponsored ADR 5,000 411,250
----------------------------------------------------------------------------------------------------------------
Brunswick Corp. 250,000 5,281,250
----------------------------------------------------------------------------------------------------------------
Disney (Walt) Co. 60,000 3,420,000
----------------------------------------------------------------------------------------------------------------
KLM Royal Dutch Airlines NV 112,682 3,141,011
----------------------------------------------------------------------------------------------------------------
Mattel, Inc. 40,000 1,055,000
----------------------------------------------------------------------------------------------------------------
McDonald's Corp. 75,000 3,478,125
----------------------------------------------------------------------------------------------------------------
Northwest Airlines Corp., Cl. A(1) 30,000 1,132,500
----------------------------------------------------------------------------------------------------------------
Outback Steakhouse, Inc.(1) 190,000 5,367,500
----------------------------------------------------------------------------------------------------------------
Outboard Marine Corp. 275,000 4,606,250
----------------------------------------------------------------------------------------------------------------
Pancho's Mexican Buffet, Inc. 100,000 212,500
----------------------------------------------------------------------------------------------------------------
Shoney's, Inc.(1) 150,000 1,368,750
--------------
34,537,261
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Investments (Continued)
Market Value
Shares See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Retail: General--1.6%
Dillard Department Stores, Inc., Cl. A 5,000 $ 170,000
----------------------------------------------------------------------------------------------------------------
Dollar General Corp. 293,750 9,473,437
----------------------------------------------------------------------------------------------------------------
Eckerd Corp.(1) 56,700 1,389,150
----------------------------------------------------------------------------------------------------------------
Jones Apparel Group, Inc.(1) 35,000 1,938,125
----------------------------------------------------------------------------------------------------------------
Nautica Enterprises, Inc.(1) 25,000 662,500
----------------------------------------------------------------------------------------------------------------
Tommy Hilfiger Corp.(1) 60,000 3,007,500
----------------------------------------------------------------------------------------------------------------
Waban, Inc.(1) 165,000 3,506,250
--------------
20,146,962
- ------------------------------------------------------------------------------------------------------------------------------------
Retail: Specialty--1.4%
Bed Bath & Beyond, Inc.(1) 310,000 7,013,750
----------------------------------------------------------------------------------------------------------------
Claire's Stores, Inc. 97,500 3,217,500
----------------------------------------------------------------------------------------------------------------
Micro Warehouse, Inc.(1) 200,000 5,375,000
----------------------------------------------------------------------------------------------------------------
Rocky Mountain Chocolate Factory, Inc.(1) 100,000 837,500
----------------------------------------------------------------------------------------------------------------
Ross Stores, Inc. 15,000 577,500
----------------------------------------------------------------------------------------------------------------
Sotheby's Holdings, Inc., Cl. A 95,000 1,472,500
--------------
18,493,750
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--13.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Beverages--1.7%
Coca-Cola Co. (The) 210,000 10,500,000
----------------------------------------------------------------------------------------------------------------
PepsiCo, Inc. 390,000 11,212,500
--------------
21,712,500
- ------------------------------------------------------------------------------------------------------------------------------------
Food--1.5%
IBP, Inc. 360,000 8,415,000
----------------------------------------------------------------------------------------------------------------
Safeway, Inc.(1) 150,000 5,437,500
----------------------------------------------------------------------------------------------------------------
Sara Lee Corp. 125,000 3,937,500
----------------------------------------------------------------------------------------------------------------
Smithfield Foods, Inc.(1) 60,000 1,665,000
--------------
19,455,000
- ------------------------------------------------------------------------------------------------------------------------------------
Healthcare/Drugs--4.4%
Bristol-Myers Squibb Co. 75,000 6,581,250
----------------------------------------------------------------------------------------------------------------
Johnson & Johnson 200,300 9,864,775
----------------------------------------------------------------------------------------------------------------
Merck & Co., Inc. 140,000 9,187,500
----------------------------------------------------------------------------------------------------------------
Pfizer, Inc. 225,000 15,975,000
----------------------------------------------------------------------------------------------------------------
Schering-Plough Corp. 280,000 15,645,000
--------------
57,253,525
- ------------------------------------------------------------------------------------------------------------------------------------
Healthcare/Supplies &
Services--3.8%
Beverly Enterprises, Inc.(1) 5,000 51,250
----------------------------------------------------------------------------------------------------------------
Boston Scientific Corp.(1) 35,000 1,605,625
----------------------------------------------------------------------------------------------------------------
Collagen Corp. 75,000 1,481,250
----------------------------------------------------------------------------------------------------------------
HealthCare COMPARE Corp.(1) 375,000 16,031,250
----------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp.(1) 140,000 4,532,500
----------------------------------------------------------------------------------------------------------------
Medtronic, Inc. 310,000 16,120,000
----------------------------------------------------------------------------------------------------------------
Nellcor Puritan Bennett, Inc.(1) 90,000 2,317,500
----------------------------------------------------------------------------------------------------------------
Oxford Health Plans, Inc.(1) 55,000 2,516,250
----------------------------------------------------------------------------------------------------------------
Sofamor Danek Group, Inc.(1) 115,000 3,306,250
----------------------------------------------------------------------------------------------------------------
Summit Technology, Inc.(1) 240,000 1,590,000
--------------
49,551,875
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Market Value
Shares See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tobacco--2.2%
Philip Morris Cos., Inc. 195,000 $ 17,501,250
----------------------------------------------------------------------------------------------------------------
UST, Inc. 350,000 10,500,000
--------------
28,001,250
- ------------------------------------------------------------------------------------------------------------------------------------
Energy--1.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Energy Services &
Producers--0.5%
Global Marine, Inc.(1) 50,000 718,750
----------------------------------------------------------------------------------------------------------------
Tidewater, Inc. 150,000 5,756,250
--------------
6,475,000
- ------------------------------------------------------------------------------------------------------------------------------------
Oil-Integrated--0.7%
Phillips Petroleum Co. 30,000 1,215,000
----------------------------------------------------------------------------------------------------------------
Repsol SA, Sponsored ADR 90,000 2,936,250
----------------------------------------------------------------------------------------------------------------
USX-Marathon Group 250,000 5,218,750
--------------
9,370,000
- ------------------------------------------------------------------------------------------------------------------------------------
Financial--17.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Banks--5.4%
Bank of Boston Corp. 355,000 18,726,250
----------------------------------------------------------------------------------------------------------------
Bank of New York Co., Inc. (The) 38,600 1,075,975
----------------------------------------------------------------------------------------------------------------
BankAmerica Corp. 15,000 1,162,500
----------------------------------------------------------------------------------------------------------------
Bankers Trust New York Corp. 10,000 777,500
----------------------------------------------------------------------------------------------------------------
Cal Fed Bancorp, Inc.(1) 55,000 1,251,250
----------------------------------------------------------------------------------------------------------------
Chase Manhattan Corp. (New) 110,000 8,181,250
----------------------------------------------------------------------------------------------------------------
First Tennessee National Corp. 30,000 1,023,750
----------------------------------------------------------------------------------------------------------------
First Union Corp. 90,000 5,748,750
----------------------------------------------------------------------------------------------------------------
Fleet Financial Group, Inc. 124,996 5,218,583
----------------------------------------------------------------------------------------------------------------
Great Western Financial Corp. 131,400 3,252,150
----------------------------------------------------------------------------------------------------------------
NationsBank Corp. 90,000 7,661,250
----------------------------------------------------------------------------------------------------------------
Northern Trust Corp. 25,000 1,640,625
----------------------------------------------------------------------------------------------------------------
PNC Bank Corp. 307,500 9,609,375
----------------------------------------------------------------------------------------------------------------
SouthTrust Corp. 155,000 4,572,500
----------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc. 5,000 191,875
--------------
70,093,583
- ------------------------------------------------------------------------------------------------------------------------------------
Diversified Financial--8.5%
Advanta Corp., Cl. A 360,000 17,595,000
----------------------------------------------------------------------------------------------------------------
Bear Stearns Cos., Inc. 231,700 5,415,987
----------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp. 70,000 6,186,250
----------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn 300,000 9,300,000
----------------------------------------------------------------------------------------------------------------
First USA, Inc. 210,000 11,130,000
----------------------------------------------------------------------------------------------------------------
Green Tree Financial Corp. 640,000 22,240,000
----------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 260,000 5,492,500
----------------------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc. 20,000 1,225,000
----------------------------------------------------------------------------------------------------------------
Morgan Stanley Group, Inc. 25,000 1,193,750
----------------------------------------------------------------------------------------------------------------
Price (T. Rowe) Associates 65,000 1,885,000
----------------------------------------------------------------------------------------------------------------
Quick & Reilly Group, Inc. 10,000 292,500
----------------------------------------------------------------------------------------------------------------
Salomon, Inc. 137,500 6,187,500
----------------------------------------------------------------------------------------------------------------
Student Loan Marketing Assn. 100,000 7,362,500
----------------------------------------------------------------------------------------------------------------
Travelers Group, Inc. 315,000 13,663,125
--------------
109,169,112
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Investments (Continued)
Market Value
Shares See Note 1
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Insurance--3.7%
AFLAC, Inc. 210,000 $ 7,218,750
----------------------------------------------------------------------------------------------------------------
Allstate Corp. 65,000 2,900,625
----------------------------------------------------------------------------------------------------------------
American International Group, Inc. 15,000 1,425,000
----------------------------------------------------------------------------------------------------------------
Conseco, Inc. 80,000 3,360,000
----------------------------------------------------------------------------------------------------------------
Loews Corp. 80,000 5,980,000
----------------------------------------------------------------------------------------------------------------
MGIC Investment Corp. 15,000 950,625
----------------------------------------------------------------------------------------------------------------
Reliastar Financial Corp. 135,000 5,956,875
----------------------------------------------------------------------------------------------------------------
SunAmerica, Inc. 242,500 16,520,313
----------------------------------------------------------------------------------------------------------------
USF&G Corp. 190,000 3,063,750
--------------
47,375,938
- ------------------------------------------------------------------------------------------------------------------------------------
Industrial--4.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment--1.3%
General Electric Co. 30,000 2,493,750
----------------------------------------------------------------------------------------------------------------
Kemet Corp.(1) 510,000 8,670,000
----------------------------------------------------------------------------------------------------------------
Vishay Intertechnology, Inc.(1) 273,000 5,494,125
--------------
16,657,875
- ------------------------------------------------------------------------------------------------------------------------------------
Industrial Materials--0.1%
Owens Corning(1) 35,000 1,273,125
- ------------------------------------------------------------------------------------------------------------------------------------
Industrial Services--0.8%
Comdisco, Inc. 307,500 7,995,000
----------------------------------------------------------------------------------------------------------------
Growth Environmental, Inc.(1) 2,100 32
----------------------------------------------------------------------------------------------------------------
Mercury Air Group, Inc. 121,000 892,375
----------------------------------------------------------------------------------------------------------------
Reynolds & Reynolds Co., Cl. A 15,000 751,875
--------------
9,639,282
- ------------------------------------------------------------------------------------------------------------------------------------
Manufacturing--1.0%
Giddings & Lewis, Inc. 60,000 780,000
----------------------------------------------------------------------------------------------------------------
Kulicke & Soffa Industries, Inc.(1) 225,000 2,221,875
----------------------------------------------------------------------------------------------------------------
Mark IV Industries, Inc. 95,000 2,042,500
----------------------------------------------------------------------------------------------------------------
Sealed Air Corp.(1) 70,000 2,651,250
----------------------------------------------------------------------------------------------------------------
Textron, Inc. 15,000 1,280,625
----------------------------------------------------------------------------------------------------------------
Trinity Industries, Inc. 25,000 809,375
----------------------------------------------------------------------------------------------------------------
U.S. Filter Corp.(1) 30,000 783,750
----------------------------------------------------------------------------------------------------------------
Varity Corp.(1) 50,000 2,512,500
--------------
13,081,875
- ------------------------------------------------------------------------------------------------------------------------------------
Transportation--0.9%
Canadian Pacific Ltd. (New) 245,000 5,512,500
----------------------------------------------------------------------------------------------------------------
CSX Corp. 50,000 2,531,250
----------------------------------------------------------------------------------------------------------------
Illinois Central Corp. 105,000 3,176,250
--------------
11,220,000
- ------------------------------------------------------------------------------------------------------------------------------------
Technology--20.5%
- ------------------------------------------------------------------------------------------------------------------------------------
Computer Hardware--7.2%
Adaptec, Inc.(1) 55,000 2,743,125
----------------------------------------------------------------------------------------------------------------
Cabletron Systems, Inc.(1) 265,000 16,165,000
----------------------------------------------------------------------------------------------------------------
Compaq Computer Corp.(1) 250,000 14,156,250
----------------------------------------------------------------------------------------------------------------
Dell Computer Corp.(1) 25,000 1,678,125
----------------------------------------------------------------------------------------------------------------
EMC Corp.(1) 290,000 5,582,500
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Market Value
Shares See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computer Hardware
(continued)
Gateway 2000, Inc.(1) 500,000 $ 22,281,250
----------------------------------------------------------------------------------------------------------------
Intergraph Corp.(1) 300,000 2,737,500
----------------------------------------------------------------------------------------------------------------
International Business Machines Corp. 40,000 4,575,000
----------------------------------------------------------------------------------------------------------------
Quantum Corp.(1) 220,000 3,382,500
----------------------------------------------------------------------------------------------------------------
Seagate Technology, Inc.(1) 215,000 10,320,000
----------------------------------------------------------------------------------------------------------------
Western Digital Corp.(1) 270,000 9,483,750
--------------
93,105,000
- ------------------------------------------------------------------------------------------------------------------------------------
Computer Software--6.6%
Acclaim Entertainment, Inc.(1) 130,000 1,056,250
----------------------------------------------------------------------------------------------------------------
Automatic Data Processing, Inc. 175,000 7,284,375
----------------------------------------------------------------------------------------------------------------
BMC Software, Inc.(1) 300,000 22,350,000
----------------------------------------------------------------------------------------------------------------
Broderbund Software, Inc.(1) 30,000 903,750
----------------------------------------------------------------------------------------------------------------
Computer Associates International, Inc. 232,500 12,206,250
----------------------------------------------------------------------------------------------------------------
GTech Holdings Corp.(1) 183,200 5,083,800
----------------------------------------------------------------------------------------------------------------
HBO & Co. 40,000 2,185,000
----------------------------------------------------------------------------------------------------------------
Informix Corp.(1) 25,000 562,500
----------------------------------------------------------------------------------------------------------------
Microsoft Corp.(1) 155,000 18,987,500
----------------------------------------------------------------------------------------------------------------
Oracle Corp.(1) 70,000 2,467,500
----------------------------------------------------------------------------------------------------------------
Peoplesoft, Inc.(1) 20,000 1,535,000
----------------------------------------------------------------------------------------------------------------
Sterling Software, Inc.(1) 90,000 6,108,750
----------------------------------------------------------------------------------------------------------------
System Software Associates, Inc. 380,000 3,990,000
--------------
84,720,675
- ------------------------------------------------------------------------------------------------------------------------------------
Electronics--4.8%
Applied Materials, Inc.(1) 45,000 1,091,250
----------------------------------------------------------------------------------------------------------------
Arrow Electronics, Inc.(1) 215,000 9,809,375
----------------------------------------------------------------------------------------------------------------
Cypress Semiconductor Corp.(1) 710,000 8,253,750
----------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co. 30,000 1,312,500
----------------------------------------------------------------------------------------------------------------
Intel Corp. 100,000 7,981,250
----------------------------------------------------------------------------------------------------------------
International Rectifier Corp.(1) 190,000 3,633,750
----------------------------------------------------------------------------------------------------------------
Linear Technology Corp. 70,000 2,380,000
----------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc.(1) 305,000 11,513,750
----------------------------------------------------------------------------------------------------------------
Philips Electronics NV, ADR 80,000 2,710,000
----------------------------------------------------------------------------------------------------------------
Tektronix, Inc. 65,000 2,518,750
----------------------------------------------------------------------------------------------------------------
Texas Instruments, Inc. 20,000 935,000
----------------------------------------------------------------------------------------------------------------
Varian Associates, Inc. 60,000 2,737,500
----------------------------------------------------------------------------------------------------------------
VLSI Technology, Inc.(1) 325,000 4,550,000
----------------------------------------------------------------------------------------------------------------
Wyle Electronics 85,000 2,741,250
--------------
62,168,125
- ------------------------------------------------------------------------------------------------------------------------------------
Telecommunications-
Technology--1.9%
3Com Corp.(1) 220,000 10,285,000
----------------------------------------------------------------------------------------------------------------
AT&T Corp. 100,000 5,250,000
----------------------------------------------------------------------------------------------------------------
L.M. Ericsson Telephone Co., Cl. B, ADR 90,000 2,075,625
----------------------------------------------------------------------------------------------------------------
Telecom Corp. of New Zealand Ltd., Sponsored ADR 75,000 5,737,500
----------------------------------------------------------------------------------------------------------------
WorldCom, Inc.(1) 45,000 945,000
--------------
24,293,125
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Investments (Continued)
Market Value
Shares See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Utilities--0.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Electric Utilities--0.3%
Empresa Nacional de Electricidad SA, Sponsored ADR 75,000 $ 4,406,250
- ------------------------------------------------------------------------------------------------------------------------------------
Telephone Utilities--0.3%
Telefonos de Mexico SA, Sponsored ADR 100,000 3,287,500
--------------
Total Common Stocks (Cost $569,082,827) 886,646,788
Units
====================================================================================================================================
Rights, Warrants and Certificates--0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Windmere-Durable Holdings, Inc. Wts., Exp. 1/98 (Cost $0) 9,062 --
Face
Amount
====================================================================================================================================
Short-Term Notes--23.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealers--3.1%
Goldman Sachs & Co., 5.30%, 9/9/96 $40,000,000 39,952,889
- ------------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--3.0%
CIT Group Holdings, Inc., 5.29%, 9/26/96 38,000,000 37,860,403
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer Finance--3.1%
American Express Credit Corp., 5.28%, 9/25/96 40,000,000 39,859,200
- ------------------------------------------------------------------------------------------------------------------------------------
Diversified Financial--6.2%
General Electric Capital Corp., 5.27%, 9/17/96 40,000,000 39,906,311
----------------------------------------------------------------------------------------------------------------
Household Finance Corp., 5.30%, 10/4/96 40,000,000 39,805,667
--------------
79,711,978
- ------------------------------------------------------------------------------------------------------------------------------------
Industrial Services--2.3%
PHH Corp., 5.29%, 10/1/96 30,000,000 29,867,750
- ------------------------------------------------------------------------------------------------------------------------------------
Special Purpose Financial--5.3%
New Center Asset Trust, 5.28%, 9/23/96 40,000,000 39,870,933
----------------------------------------------------------------------------------------------------------------
Sheffield Receivables Corp., 5.29%, 9/17/96 28,985,000 28,916,853
--------------
68,787,786
--------------
Total Short-Term Notes (Cost $296,040,006) 296,040,006
====================================================================================================================================
Repurchase Agreement--8.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with First Chicago Capital Markets,
5.22%, dated 8/30/96, to be repurchased at $103,960,262 on
9/3/96, collateralized by U.S. Treasury Nts., 4.75%--9.25%,
7/31/97--11/15/04, with a value of $106,024,709
(Cost $103,900,000) 103,900,000 103,900,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $969,022,833) 99.8% 1,286,586,794
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities 0.2 2,217,474
----------- --------------
Net Assets 100.0% $1,288,804,268
=========== ==============
</TABLE>
1. Non-income producing security.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Statement of Assets and Liabilities August 31, 1996
====================================================================================================================================
<S> <C> <C>
Assets Investments, at value (cost $969,022,833)--see accompanying statement $1,286,586,794
----------------------------------------------------------------------------------------------------------------
Cash 106,004
----------------------------------------------------------------------------------------------------------------
Receivables:
Shares of beneficial interest sold 2,981,317
Investments sold 1,799,258
Interest and dividends 955,954
----------------------------------------------------------------------------------------------------------------
Other 195,403
--------------
Total assets 1,292,624,730
====================================================================================================================================
Liabilities Payables and other liabilities:
Shares of beneficial interest redeemed 1,917,067
Investments purchased 916,250
Distribution and service plan fees 378,016
Trustees' fees 266,401
Shareholder reports 182,547
Transfer and shareholder servicing agent fees 82,984
Dividends 25,189
Other 52,008
--------------
Total liabilities 3,820,462
====================================================================================================================================
Net Assets $1,288,804,268
==============
====================================================================================================================================
Composition of Paid-in capital $ 848,772,734
Net Assets ----------------------------------------------------------------------------------------------------------------
Accumulated net investment income 11,195,907
----------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions 111,271,666
----------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments--Note 3 317,563,961
--------------
Net assets $1,288,804,268
===============
====================================================================================================================================
Net Asset Value Class A Shares:
Per Share Net asset value and redemption price per share (based on net assets of
$1,127,836,241 and 33,479,487 shares of beneficial interest outstanding) $33.69
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $35.75
----------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $137,436,848 and 4,172,024 shares of beneficial interest outstanding) $32.94
----------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $5,034,227 and 150,647 shares of beneficial interest outstanding) $33.42
----------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $18,496,952 and 549,005 shares of beneficial interest outstanding) $33.69
</TABLE>
See accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Statements of Operations
Two Months Year Ended
Ended Aug. 31, June 30,
1996(1) 1996
====================================================================================================================================
<S> <C> <C> <C>
Investment Income Interest $3,381,607 $17,120,681
----------------------------------------------------------------------------------------------------------------
Dividends 2,012,470 10,809,740
Foreign withholding taxes (25,951) (103,976)
---------- ------------
Total income 5,368,126 27,826,445
====================================================================================================================================
Expenses Management fees--Note 4 1,415,789 7,558,069
----------------------------------------------------------------------------------------------------------------
Distribution and service plan fees--Note 4:
Class A 326,094 1,726,845
Class B 223,302 904,437
Class C 6,917 11,561
----------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 4 313,235 1,619,012
----------------------------------------------------------------------------------------------------------------
Shareholder reports 34,863 356,339
----------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 17,560 64,836
----------------------------------------------------------------------------------------------------------------
Legal and auditing fees 15,029 70,515
----------------------------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 48 626
Class B 5,288 25,101
Class C 478 1,191
Class Y 1,244 3,930
----------------------------------------------------------------------------------------------------------------
Trustees' fees and expenses--Note 1 6,731 134,218
----------------------------------------------------------------------------------------------------------------
Insurance expenses 4,571 48,839
----------------------------------------------------------------------------------------------------------------
Other 11,421 98,330
---------- ------------
Total expenses 2,382,570 12,623,849
====================================================================================================================================
Net Investment Income 2,985,556 15,202,596
====================================================================================================================================
Realized and Net realized gain on investments 21,616,200 123,112,424
Unrealized ----------------------------------------------------------------------------------------------------------------
Gain (Loss) Net change in unrealized appreciation or depreciation on investments (16,129,626) 65,683,680
---------- ------------
Net realized and unrealized gain 5,486,574 188,796,104
====================================================================================================================================
Net Increase in Net Assets Resulting From Operations $8,472,130 $203,998,700
========== ============
</TABLE>
1. The Fund changed its fiscal year end from June 30 to
August 31.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
Two Months
Ended Aug. 31, Year Ended June 30,
1996(1) 1996 1995
===================================================================================================================================
<S> <C> <C> <C> <C>
Operations Net investment income $2,985,556 $15,202,596 $ 9,619,976
----------------------------------------------------------------------------------------------------------------
Net realized gain 21,616,200 123,112,424 85,671,017
----------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation (16,129,626) 65,683,680 104,043,105
-------------- -------------- ------------
Net increase in net assets resulting from operations 8,472,130 203,998,700 199,334,098
===================================================================================================================================
Dividends and Dividends from net investment income:
Distributions to Class A -- (12,145,385) (5,772,443)
Shareholders Class B -- (763,600) (71,931)
Class C -- (8,006) --
Class Y -- (111,943) (1,224)
----------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A -- (92,881,153) (67,428,961)
Class B -- (8,596,317) (1,571,030)
Class C -- (61,792) --
Class Y -- (783,715) (13,169)
===================================================================================================================================
Beneficial Net increase in net assets resulting from beneficial
Interest interest transactions--Note 2:
Transactions Class A 307,757 176,397,622 83,386,522
Class B 7,152,701 81,183,295 30,660,868
Class C 1,404,159 3,526,653 --
Class Y 2,233,988 12,281,833 2,984,504
===================================================================================================================================
Net Assets Total increase 19,570,735 362,036,192 241,507,234
----------------------------------------------------------------------------------------------------------------
Beginning of period 1,269,233,533 907,197,341 665,690,107
-------------- -------------- ------------
End of period (including undistributed
net investment income of $11,195,907,
$8,210,351 and $6,036,689, respectively) $1,288,804,268 $1,269,233,533 $907,197,341
============== ============== ============
</TABLE>
1. The Fund changed its fiscal year end from June 30 to
August 31.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Financial Highlights
Class A
-------------------------------------------------------------------------
Two Months
Ended
August 31, Year Ended June 30,
1996(2) 1996 1995 1994 1993 1992
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value,
beginning of period $33.43 $30.80 $26.65 $27.34 $24.94 $21.88
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income (loss) .08 .44 .36 .16 .19 .29
Net realized and
unrealized gain (loss) .18 5.70 6.83 (.05) 4.03 3.13
------ ------ ------ ------ ------ ------
Total income (loss) from
investment operations .26 6.14 7.19 .11 4.22 3.42
- ------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.41) (.24) (.16) (.25) (.36)
Distributions from net realized gain -- (3.10) (2.80) (.64) (1.57) --
------ ------ ------ ------ ------ ------
Total dividends and distributions
to shareholders -- (3.51) (3.04) (.80) (1.82) (.36)
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $33.69 $33.43 $30.80 $26.65 $27.34 $24.94
====== ====== ====== ====== ====== ======
========================================================================================================================
Total Return, at Net Asset Value(5) 0.78% 21.00% 29.45% 0.27% 16.88% 15.69%
========================================================================================================================
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $1,127,836 $1,120,046 $860,736 $656,934 $743,830 $630,767
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,101,233 $1,018,022 $727,102 $720,765 $710,391 $624,527
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 1.50%(6) 1.43% 1.31% 0.56% 0.72% 1.14%
Expenses 1.03%(6) 1.06% 1.05% 1.07% 0.93% 0.90%
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8% 23.2% 36.7%
Average brokerage commission rate(8) $0.0595 $0.0583 -- -- -- --
<CAPTION>
Financial Highlights (Continued)
Class B Class C
---------------------------------------------- --------------------
Two Months Two Months Period
Ended Ended Ended
August 31, Year Ended June 30, August 31, June 30,
1996(2) 1996 1995 1994(4) 1996(2) 1996(3)
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value,
beginning of period $32.74 $30.36 $26.44 $27.02 $33.22 $33.44
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income (loss) .04 .23 .20 (.04) .02 .40
Net realized and
unrealized gain (loss) .16 5.53 6.65 .21 .18 2.88
------ ------ ------ ------ ------ ------
Total income (loss) from
investment operations .20 5.76 6.85 .17 .20 3.28
- ------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.28) (.13) (.11) -- (.40)
Distributions from net realized gain -- (3.10) (2.80) (.64) -- (3.10)
------ ------ ------ ------ ------ ------
Total dividends and distributions
to shareholders -- (3.38) (2.93) (.75) -- (3.50)
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $32.94 $32.74 $30.36 $26.44 $33.42 $33.22
====== ====== ====== ====== ====== ======
========================================================================================================================
Total Return, at Net Asset Value(5) 0.61% 19.95% 28.22% (0.20)% 0.60% 10.07%
========================================================================================================================
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $137,437 $129,484 $43,267 $8,747 $5,034 $3,593
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $131,142 $ 90,501 $18,722 $5,119 $4,105 $1,804
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 0.61%(6) 0.60% 0.44% (0.22)%(6) 0.44%(6) 0.65%(6)
Expenses 1.92%(6) 1.89% 2.02% 1.98%(6) 2.10%(6) 1.81%(6)
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8% 6.3% 38.0%
Average brokerage commission rate(8) $0.0595 $0.0583 -- -- $0.0595 $0.0583
<CAPTION>
Financial Highlights (Continued)
Class Y
-------------------------------------------
Two Months
Ended
August 31, Year Ended June 30,
1996(2) 1996 1995 1994(1)
==========================================================================================
<S> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value,
beginning of period $33.42 $30.80 $26.64 $28.08
- ------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income (loss) .08 .46 .30 .02
Net realized and
unrealized gain (loss) .19 5.70 6.92 (1.46)
------ ------ ------ ------
Total income (loss) from
investment operations .27 6.16 7.22 (1.44)
- ------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income -- (.44) (.26) --
Distributions from net realized gain -- (3.10) (2.80) --
------ ------ ------ ------
Total dividends and distributions
to shareholders -- (3.54) (3.06) --
- ------------------------------------------------------------------------------------------
Net asset value, end of period $33.69 $33.42 $30.80 $26.64
====== ====== ====== ======
==========================================================================================
Total Return, at Net Asset Value(5) 0.81% 21.10% 29.59% (5.13)%
==========================================================================================
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $18,497 $16,110 $3,189 $ 9
- ------------------------------------------------------------------------------------------
Average net assets (in thousands) $16,792 $ 9,384 $ 536 $10
- ------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 1.67%(6) 1.56% 1.54% 1.09%(6)
Expenses 0.87%(6) 0.94% 1.04% 1.25%(6)
- ------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 6.3% 38.0% 35.4% 19.8%
Average brokerage commission rate(8) $0.0595 $0.0583 -- --
</TABLE>
1. For the period from June 1, 1994 (inception of offering) to June 30, 1994.
2. The Fund changed its fiscal year end from June 30 to August 31.
3. For the period from November 1, 1995 (inception of offering) to June 30,
1996.
4. For the period from August 17, 1993 (inception of offering) to June 30, 1994.
Per share amounts calculated based on the weighted average number of shares
outstanding during the period.
5. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), with all dividends
and distributions reinvested in additional shares on the reinvestment date, and
redemption at the net asset value calculated on the last business day of the
fiscal period. Sales charges are not reflected in the total returns. Total
returns are not annualized for periods of less than one full year.
6. Annualized.
7. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities owned
during the period. Securities with a maturity or expiration date at the time of
acquisition of one year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities) for the period
ended August 31, 1996 were $62,748,065 and $55,257,768, respectively.
8. Total brokerage commissions paid on applicable purchases and sales of
portfolio securities for the period divided by the total number of related
shares purchased and sold.
See accompanying Notes to Financial Statements.
<PAGE>
Notes to Financial Statements
================================================================================
1. Significant
Accounting Policies
Oppenheimer Growth Fund (the Fund), is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. On August 15, 1996, the Board of Trustees elected to change the fiscal
year end of the Fund from June 30 to August 31. Accordingly, these financial
statements include information for the two month period from July 1, 1996 to
August 31, 1996. The Fund's investment objective is to seek capital
appreciation, primarily by investing in stocks of established growth companies.
The Fund's investment adviser is OppenheimerFunds, Inc. (the Manager). The Fund
offers Class A, Class B, Class C and Class Y shares. Class A shares are sold
with a front-end sales charge. Class B and Class C shares may be subject to a
contingent deferred sales charge. All classes of shares have identical rights to
earnings, assets and voting privileges, except that each class has its own
expenses directly attributable to a particular class and exclusive voting rights
with respect to matters affecting a single class. Classes A, B and C have
separate distribution and/or service plans. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase. The following is a summary of significant
accounting policies consistently followed by the Fund.
- --------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued at the close of the New
York Stock Exchange on each trading day. Listed and unlisted securities for
which such information is regularly reported are valued at the last sale price
of the day or, in the absence of sales, at values based on the closing bid or
the last sale price on the prior trading day. Long-term and short-term
``non-money market'' debt securities are valued by a portfolio pricing service
approved by the Board of Trustees. Such securities which cannot be valued by the
approved portfolio pricing service are valued using dealer-supplied valuations
provided the Manager is satisfied that the firm rendering the quotes is reliable
and that the quotes reflect current market value, or are valued under
consistently applied procedures established by the Board of Trustees to
determine fair value in good faith. Short-term ``money market type'' debt
securities having a remaining maturity of 60 days or less are valued at cost (or
last determined market value) adjusted for amortization to maturity of any
premium or discount.
- --------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
- --------------------------------------------------------------------------------
Allocation of Income, Expenses, and Gains and Losses. Income, expenses (other
than those attributable to a specific class) and gains and losses are allocated
daily to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
- --------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required.
- --------------------------------------------------------------------------------
Trustees' Fees and Expenses. The Fund has adopted a nonfunded retirement plan
for the Fund's independent trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service. During the two months
ended August 31, 1996, a reduction of $2,937 was made for the Fund's projected
benefit obligations, resulting in an accumulated liability of $248,209 at August
31, 1996.
- --------------------------------------------------------------------------------
Distributions to Shareholders. Dividends and distributions to shareholders are
recorded on the ex-dividend date.
- --------------------------------------------------------------------------------
Classification of Distributions to Shareholders. Net investment income (loss)
and net realized gain (loss) may differ for financial statement and tax
purposes. The character of the distributions made during the year from net
investment income or net realized gains may differ from the ultimate
characterization for federal income tax purposes. Also, due to timing of
dividend distributions, the fiscal year in which amounts are distributed may
differ from the year that the income or realized gain (loss) was recorded by the
Fund.
<PAGE>
================================================================================
1. Significant
Accounting Policies
(continued)
Other. Investment transactions are accounted for on the date the investments are
purchased or sold (trade date) and dividend income is recorded on the
ex-dividend date. Realized gains and losses on investments and unrealized
appreciation and depreciation are determined on an identified cost basis, which
is the same basis used for federal income tax purposes.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
================================================================================
2. Shares of
Beneficial Interest
The Fund has authorized an unlimited number of no par value shares of beneficial
interest. Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Two Months Ended Aug. 31, 1996(2) Year Ended June 30, 1996(1) Year Ended June 30, 1995
-------------------------------- -------------------------- ------------------------
Shares Amount Shares Amount Shares Amount
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A:
Sold 1,266,269 $ 42,270,466 8,407,775 $ 275,835,781 5,288,654 $ 147,552,419
Dividends and distributions
reinvested -- -- 3,323,811 101,576,179 2,803,654 70,904,457
Redeemed (1,295,165) (41,962,709) (6,169,610) (201,014,338) (4,799,772) (135,070,354)
--------- ------------- --------- ------------- --------- -------------
Net increase (decrease) (28,896) $ 307,757 5,561,976 $ 176,397,622 3,292,536 $ 83,386,522
========= ============= ========= ============= ========= =============
- -----------------------------------------------------------------------------------------------------------------------------------
Class B:
Sold 439,943 $ 14,333,878 3,119,546 $ 100,609,679 1,407,470 $ 39,568,793
Dividends and distributions
reinvested -- -- 288,253 8,664,821 64,577 1,618,927
Redeemed (223,354) (7,181,177) (877,701) (28,091,205) (377,530) (10,526,852)
--------- ------------- --------- ------------- --------- -------------
Net increase 216,589 $ 7,152,701 2,530,098 $ 81,183,295 1,094,517 $ 30,660,868
========= ============= ========= ============= ========= =============
- -----------------------------------------------------------------------------------------------------------------------------------
Class C:
Sold 45,312 $ 1,497,092 111,265 $ 3,624,375 -- $ --
Dividends and distributions
reinvested -- -- 2,287 69,761 -- --
Redeemed (2,825) (92,933) (5,392) (167,483) -- --
--------- ------------- --------- ------------- --------- -------------
Net increase 42,487 $ 1,404,159 108,160 $ 3,526,653 -- $ --
========= ============= ========= ============= ========= =============
- -----------------------------------------------------------------------------------------------------------------------------------
Class Y:
Sold 101,673 $ 3,383,454 439,359 $ 14,330,346 113,317 $ 3,284,040
Dividends and distributions
reinvested -- -- 29,328 895,658 569 14,393
Redeemed (34,706) (1,149,466) (90,199) (2,944,171) (10,692) (313,929)
--------- ------------- --------- ------------- --------- -------------
Net increase 66,967 $ 2,233,988 378,488 $ 12,281,833 103,194 $ 2,984,504
========= ============= ========= ============= ========= =============
</TABLE>
1. For the year ended June 30, 1996 for Class A, B and Y shares, and for the
period from November 1, 1995 (inception of offering) to June 30, 1996 for Class
C shares.
2. The Fund changed its fiscal year end from June 30 to August 31.
================================================================================
3. Unrealized Gains and
Losses on Investments
At August 31, 1996, net unrealized appreciation on investments of $317,563,961
was composed of gross appreciation of $343,437,531, and gross depreciation of
$25,873,570.
<PAGE>
Notes to Financial Statements (Continued)
================================================================================
4. Management Fees
And Other Transactions
With Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.75% on the first
$200 million of average annual net assets; 0.72% of the next $200 million; 0.69%
of the next $200 million; 0.66% of the next $200 million; and 0.60% on net
assets in excess of $800 million. The Manager has voluntarily undertaken to
waive a portion of its management fee, whereby the Fund shall pay an annual
management fee of 0.58% of its net assets in excess of $1.5 billion. The Manager
has agreed to reimburse the Fund if aggregate expenses (with specified
exceptions) exceed the most stringent applicable regulatory limit on Fund
expenses.
For the two months ended August 31, 1996, commissions (sales charges paid
by investors) on sales of Class A shares totaled $424,452, of which $134,309 was
retained by OppenheimerFunds Distributor, Inc. (OFDI), a subsidiary of the
Manager, as general distributor, and by an affiliated broker/dealer. Sales
charges advanced to broker/dealers by OFDI on sales of the Fund's Class B and
Class C shares totaled $429,624 and $10,124, of which $25,126 was paid to an
affiliated broker/dealer for Class B. During the two months ended August 31,
1996, OFDI received contingent deferred sales charges of $60,623 upon redemption
of Class B shares as reimbursement for sales commissions advanced by OFDI at the
time of sale of such shares.
OppenheimerFunds Services (OFS), a division of the Manager, is the transfer
and shareholder servicing agent for the Fund, and for other registered
investment companies. OFS's total costs of providing such services are allocated
ratably to these companies.
The Fund has adopted a Service Plan for Class A shares to reimburse OFDI
for a portion of its costs incurred in connection with the personal service and
maintenance of accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate that may not exceed 0.25% of the average annual net
assets of Class A shares of the Fund. OFDI uses the service fee to reimburse
brokers, dealers, banks and other financial institutions quarterly for providing
personal service and maintenance of accounts of their customers that hold Class
A shares. During the two months ended August 31, 1996, OFDI paid $9,657 to an
affiliated broker/dealer as reimbursement for Class A personal service and
maintenance expenses.
The Fund has adopted a reimbursement type Distribution and Service Plan for
Class B shares to reimburse OFDI for its services and costs in distributing
Class B shares and servicing accounts. Under the Plan, the Fund pays OFDI an
annual asset-based sales charge of 0.75% per year on Class B shares that are
outstanding for 6 years or less. OFDI also receives a service fee of 0.25% per
year to reimburse dealers for providing personal services for accounts that hold
Class B shares. Both fees are computed on the average annual net assets of Class
B shares, determined as of the close of each regular business day. If the Plan
is terminated by the Fund, the Board of Trustees may allow the Fund to continue
payments of the asset-based sales charge to OFDI for certain expenses it
incurred before the Plan was terminated. During the two months ended August 31,
1996, OFDI paid $1,207 to an affiliated broker/dealer as reimbursement for Class
B personal service and maintenance expenses and retained $195,442 as
reimbursement for Class B sales commissions and service fee advances, as well as
financing costs. As of August 31, 1996, OFDI had incurred unreimbursed expenses
of $3,988,986 for Class B.
The Fund has adopted a compensation type Distribution and Service Plan for
Class C shares to compensate OFDI for its services and costs in distributing
Class C shares and servicing accounts. Under the Plan, the Fund pays OFDI an
annual asset-based sales charge of 0.75% per year on Class C shares. OFDI also
receives a service fee of 0.25% per year to compensate dealers for providing
personal services for accounts that hold Class C shares. Both fees are computed
on the average annual net assets of Class C shares, determined as of the close
of each regular business day. If the Plan is terminated by the Fund, the Board
of Trustees may allow the Fund to continue payments of the asset-based sales
charge to OFDI for certain expenses it incurred before the Plan was terminated.
During the two months ended August 31, 1996, OFDI retained $5,934 as
compensation for Class C sales commissions and service fee advances, as well as
financing costs. As of August 31, 1996, OFDI had incurred unreimbursed expenses
of $64,346 for Class C.
<PAGE>
Appendix
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking<PAGE>
<PAGE>
<PAGE>
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, NY 10015
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
PX0270
<PAGE>
OPPENHEIMER GROWTH FUND
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
(a) Financial Statements
(1) Financial Highlights (see Part A, Prospectus)*
(2) Report of Independent Auditors (see Part B,
Statement of Additional Information)*
(3) Statement of Investments at 8/31/96 (see Part B)*
(4) Statement of Assets and Liabilities at 8/31/96 (see
Part B)*
(5) Statement of Operations at 8/31/96 (see Part B)*
(6) Statement of Changes in Net Assets for the 2 months
ended 8/31/96 and the years ended 6/30/96 and 6/30/95 (see Part B)*
(7) Notes to Financial Statements (see Part B)*
- ----------------
* Filed herewith.
(b) Exhibits
(1) Amended and Restated Declaration of Trust dated as
of October 1, 1995: Previously filed with Post-Effective Amendment
No. 49, 10/27/95, to Registrant's Registration Statement and
incorporated herein by reference.
(2) By-Laws (amended as of 8/6/87): Previously filed
with Registrant's Post-Effective Amendment No. 30, 10/28/88,
refiled with Post-Effective Amendment No. 45 to Registrant's
Registration Statement, 8/22/94 pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
(3) Not applicable.
(4) (i) Specimen Share Certificate for Registrant's
Class A Shares: Filed herewith.
(ii) Specimen Share Certificate for Registrant's
Class B Shares: Filed herewith.
(iii) Specimen Share Certificate for Registrant's
Class C Shares: Filed herewith.
(iv) Specimen Share Certificate for Registrant's
Class Y Shares: Filed herewith.
(5) (i) Investment Advisory Agreement dated October
22, 1990: Previously filed with Registrant's Post-Effective
Amendment No. 35, 11/1/90, refiled with Post-Effective Amendment
No. 45 to Registrant's Registration Statement, 8/22/94, pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.
(ii) Amendment to Investment Advisory Agreement
dated November 1, 1996: Filed herewith.
(6) (i) General Distributor's Agreement dated
December 10, 1992: Previously filed with Post-Effective Amendment
No. 41 to Registrant's Registration Statement, 7/30/93, and
incorporated herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc.
Dealer Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No. 33-17850), 9/30/94, and incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc.
Broker Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc.
(Reg. No. 33-17850), 9/30/94, and incorporated herein by
reference.
(iv) Form of Oppenheimer Funds Distributor, Inc.
Agency Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc.
(Reg. No. 33-17850), 9/30/94, and incorporated herein by
reference.
(v) Broker Agreement between Oppenheimer Fund
Management, Inc. and Newbridge Securities dated 10/1/86: Filed with
Post-Effective Amendment No. 25 to Registrant's Registration
Statement, 11/1/86, refiled with Post-Effective Amendment No. 45 to
Registrant's Registration Statement, 8/22/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(7) Retirement Plan for Non-Interested Trustees, 6/7/90:
Previously filed with Post-Effective Amendment No. 30 to
Registrant's Registration Statement, 10/28/88, refiled with Post-
Effective Amendment No. 45 to Registrant's Registration Statement,
8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(8) Custodian Agreement with The Bank of New York dated
August 5, 1992: Previously filed with Post-Effective Amendment No.
44 to Registrant's Registration Statement, 3/31/94, and
incorporated herein by reference.
(9) Not applicable.
(10) Opinion and Consent of Counsel dated 10/4/85:
Previously filed with Post-Effective Amendment No. 30 to
Registrant's Registration Statement, 10/28/88, refiled with Post-
Effective Amendment No. 45 of Registrant's Registration Statement,
8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(11) Independent Auditors' Consent: Filed herewith.
(12) Not applicable.
(13) Not applicable.
(14) (i) Form of Individual Retirement Account Plan
(IRA) Agreement: Previously filed with Post-Effective Amendment No.
21 to the Registration Statement of Oppenheimer U.S. Government
Trust (File No. 2-76645), 8/25/93, and incorporated herein by
reference.
(ii) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plan and Money Purchase Pension Plan
for self-employed persons and corporations: Previously filed with
Post-Effective Amendment No. 15 to the Registration Statement of
Oppenheimer Mortgage Income Fund (File No. 33-6614), 1/19/95, and
incorporated herein by reference.
(iii) Form of Tax Sheltered Retirement Plan and
Custody Agreement for employees of public schools and tax-exempt
organizations: Filed with Post-Effective Amendment No. 47 to
Registrant's Registration Statement, 10/21/94, and incorporated
herein by reference.
(iv) Form of Simplified Employee Pension IRA:
Previously filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer Mortgage Income Fund (File
No. 33-6614), 1/19/95, and incorporated herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension
IRA: Previously filed with Post-Effective Amendment No. 19 to the
Registration Statement for Oppenheimer Integrity Funds (File No. 2-
76547), 3/1/94, and incorporated herein by reference.
(vi) Form of Prototype 401(k) plan: Filed with
Post-Effective Amendment No. 7 to the Registration Statement of
Oppenheimer Strategic Income & Growth Fund (Reg. No. 33-47378),
9/28/95, and incorporated herein by reference.
(15) (i) Class A Service Plan and Agreement dated July
1, 1993: Previously filed with Post-Effective Amendment No. 41 to
Registrant's Registration Statement, 7/30/93, and incorporated
herein by reference.
(ii) Class B Distribution and Service Plan and
Agreement dated February 10, 1994: Previously filed with Post-
Effective Amendment No. 45 to Registrant's Registration Statement,
8/22/94, and incorporated herein by reference.
(iii) Class C Distribution and Service Plan:
Previously filed with Registrant's Post-Effective Amendment No.
49, 10/27/95, to Registrant's Registration Statement and
incorporated herein by reference.
(16) Performance Data Computation Schedule: Filed
herewith.
(17) (i) Financial Data Schedule for Class A Shares:
Filed herewith.
(ii) Financial Data Schedule for Class B Shares:
Filed herewith.
(iii) Financial Data Schedule for Class C Shares:
Filed herewith.
(iv) Financial Data Schedule for Class Y Shares:
Filed herewith.
(18) OppenheimerFunds Multiple Class Plan under Rule 18f-
3 dated 10/24/95: Filed with Post-Effective Amendment No. 12 to the
Registration Statement of Oppenheimer California Tax-Exempt Fund
(Reg. No. 33-23566), 11/1/95, and incorporated herein by reference.
-- Powers of Attorney signed by Registrant's Trustees:
Previously filed with Post-Effective Amendment No. 41 to
Registrant's Registration Statement, 7/30/93, and incorporated
herein by reference.
-- Power of Attorney for Bridget A. Macaskill: Filed
herewith.
Item 25. Persons Controlled by or under Common Control with
Registrant
- -----------------------------------------------------------------
None.
Item 26. Number of Holders of Securities
- -------- -------------------------------
Number of Record
Holders as of
Title of Class of October 11, 1996
- -------------- --------------------
Class A shares of beneficial interest 83,091
Class B shares of beneficial interest 16,413
Class C shares of beneficial interest 678
Class Y shares of beneficial interest 1
Item 27. Indemnification
- -------- ---------------
Reference is made to paragraphs (c) through (g) of Section 12
of Article SEVENTH of Registrant's Declaration of Trust filed as
Exhibit (b)(1) to the 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 28. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------
(a) OppenheimerFunds, Inc. is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in the
same capacity to other registered investment companies as described
in Parts A and B hereof and listed in Item 28(b) below.
(b) There is set forth below information as to any other
business, profession, vocation or employment of a substantial
nature in which each officer and director of OppenheimerFunds, Inc.
is, or at any time during the past two fiscal years has been,
engaged for his/her own account or in the capacity of director,
officer, employee, partner or trustee.
Name & Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
- --------------------------- ------------------------------
Mark J.P. Anson,
Vice President Vice President of Oppenheimer Real Asset
Management, Inc. ("ORAMI"); formerly Vice
President of Equity Derivatives at Salomon
Brothers, Inc.
Peter M. Antos,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; Senior Vice President of
HarbourView; prior to March, 1996 he was
the senior equity portfolio manager for the
Panorama Series Fund, Inc. (the "Company")
and other mutual funds and pension funds
managed by G.R. Phelps & Co. Inc. ("G.R.
Phelps"), the Company's former investment
adviser, which was a subsidiary of
Connecticut Mutual Life Insurance Company;
was also responsible for managing the
common stock department and common stock
investments of Connecticut Mutual Life
Insurance Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; formerly a Vice
President and Senior Portfolio Manager at
First of America Investment Corp.
Ellen Batt,
Assistant Vice President None
Kathleen Beichert,
Assistant Vice President Formerly employed by Smith Barney, Inc.
David Bernard,
Vice President Previously a Regional Sales Director for
Retirement Plan Services at Charles Schwab
& Co., Inc.
Robert J. Bishop,
Vice President Assistant Treasurer of the Oppenheimer
Funds (listed below); previously a Fund
Controller for OppenheimerFunds, Inc. (the
"Manager").
George Bowen, Senior Vice
President & Treasurer Treasurer of the New York-based Oppenheimer
Funds; Vice President, Assistant Secretary
and Treasurer of the Denver-based
Oppenheimer Funds. Vice President and
Treasurer of OppenheimerFunds Distributor,
Inc. (the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of the Manager; Senior Vice
President, Treasurer, Assistant Secretary
and a director of Centennial Asset
Management Corporation ("Centennial"), an
investment adviser subsidiary of the
Manager; Vice President, Treasurer and
Secretary of Shareholder Services, Inc.
("SSI") and Shareholder Financial Services,
Inc. ("SFSI"), transfer agent subsidiaries
of the Manager; Director, Treasurer and
Chief Executive Officer of MultiSource
Services, Inc.; Vice President and
Treasurer of Oppenheimer Real Asset
Management, Inc.; President, Treasurer and
Director of Centennial Capital Corporation;
Vice President and Treasurer of Main Street
Advisers.
Scott Brooks,
Assistant Vice President None.
Susan Burton,
Assistant Vice President Previously a Director of Educational
Services for H.D. Vest Investment
Securities, Inc.
Michael A. Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
Ruxandra Chivu,
Assistant Vice President None.
O. Leonard Darling,
Executive Vice President Formerly Co-Director of Fixed Income for
State Street Research & Management Co.
Robert A. Densen,
Senior Vice President None.
Robert Doll, Jr., Executive
Vice President and Director An officer and/or portfolio manager of
certain Oppenheimer funds.
John Doney, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Secretary of the New York- based Oppenheimer
Funds; Vice President and Secretary of the
Denver-based Oppenheimer Funds; Secretary
of the Oppenheimer Quest and Oppenheimer
Rochester Funds; Executive Vice President,
Director and General Counsel of the
Distributor; President and a Director of
Centennial; Chief Legal Officer and a
Director of MultiSource Services, Inc.;
President and a Director of Oppenheimer
Real Asset Management, Inc.; Executive Vice
President, General Counsel and Director of
SFSI and SSI; formerly Senior Vice
President and Associate General Counsel of
the Manager and the Distributor.
George Evans, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Scott Farrar, Vice President Assistant Treasurer of the New York-based
and Denver-based Oppenheimer funds.
Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of
OppenheimerFunds Distributor, Inc.;
Secretary of HarbourView Asset Management
Corporation, MultiSource Services, Inc. and
Centennial Asset Management Corporation;
Secretary, Vice President and Director of
Centennial Capital Corporation; Vice
President and Secretary of ORAMI.
Ronald H. Fielding, Senior
Vice President; Chairman:
Rochester Division An officer, Director and/or portfolio
manager of certain Oppenheimer funds.
Formerly Chairman of the Board and Director
of Rochester Fund Distributors, Inc.
("RFD"), President and Director of Fielding
Management Company, Inc. ("FMC"), President
and Director of Rochester Capital Advisors,
Inc. ("RCAI"), Managing Partner of
Rochester Capital Advisors, L.P., President
and Director of Rochester Fund Services,
Inc. ("RFS"), President and Director of
Rochester Tax Managed Fund, Inc.
John Fortuna,
Vice President None.
Jon S. Fossel,
Chairman of the Board Director of OAC, the Manager's parent
holding company; President, CEO and a
director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and
Managing General Partner of the Denver-
based Oppenheimer Funds; President and
Chairman of the Board of Main Street
Advisers, Inc.; formerly Chief Executive
Officer of the Manager.
Patricia Foster,
Vice President An officer of certain Oppenheimer funds;
Secretary and General Counsel of Rochester
Capital Advisors, L.P. and Secretary of
Rochester Tax Managed Fund, Inc.
Robert G. Galli,
Vice Chairman Trustee of the New York-based Oppenheimer
Funds; Vice President and Counsel of OAC;
formerly he held the following positions:
Vice President and a director of
HarbourView and Centennial, a director of
SFSI and SSI, an officer of other
Oppenheimer Funds.
Linda Gardner,
Assistant Vice President None.
Janelle Gellerman,
Assistant Vice President None.
Jill Glazerman, None.
Assistant Vice President
Ginger Gonzalez, Vice
President, Director of
Marketing Communications Formerly 1st Vice President / Director of
Graphic and Print Communications for
Shearson Lehman Brothers.
Mildred Gottlieb,
Assistant Vice President Formerly served as a Strategy Consultant
for the Private Client Division of Merrill
Lynch.
Caryn Halbrecht,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; formerly Vice
President of Fixed Income Portfolio
Management at Bankers Trust.
Barbara Hennigar, Executive
Vice President and President
and Chief Executive Officer
of OppenheimerFunds Services,
a division of the Manager President and Director of SFSI; President
and Chief Executive Officer of SSI.
Dorothy Hirshman,
Assistant Vice President None.
Alan Hoden, Vice President None.
Merryl Hoffman,
Vice President None.
Scott T. Huebl,
Assistant Vice President None.
Richard Hymes,
Assistant Vice President None.
Jane Ingalls,
Assistant Vice President Formerly a Senior Associate with Robinson,
Lake/Sawyer Miller.
Ronald Jamison,
Vice President Formerly Vice President and Associate
General Counsel at
Prudential Securities, Inc.
Frank Jennings,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly a
Managing Director of Global Equities at
Paine Webber's Mitchell Hutchins division.
Heidi Kagan,
Assistant Vice President None.
Thomas W. Keffer,
Vice President Formerly Senior Managing Director of Van
Eck Global.
Avram Kornberg,
Vice President Formerly a Vice President with Bankers
Trust.
Paul LaRocco, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly a
Securities Analyst for Columbus Circle
Investors.
Michael Levine,
Assistant Vice President None.
Stephen F. Libera,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; a Vice President of
HarbourView; prior to March, 1996 he was
the senior bond portfolio manager for
Panorama Series Fund, Inc., other mutual
funds and pension accounts managed by G.R.
Phelps; was also responsible for managing
the public fixed-income securities
department at Connecticut Mutual Life
Insurance Co.
Mitchell J. Lindauer,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Bridget Macaskill,
President, Chief Executive
Officer and Director President, Director and Trustee of the New
York-based and the Denver-based Oppenheimer
funds; President and a Director of OAC,
HarbourView and Oppenheimer Partnership
Holdings, Inc.; Director of ORAMI; Chairman
and Director of SSI; a Director of
Oppenheimer Real Asset Management, Inc.
Timothy Martin,
Assistant Vice President Formerly Vice President, Mortgage Trading,
at S.N. Phelps & Co., Salomon Brothers, and
Kidder Peabody.
Sally Marzouk,
Vice President None.
Lisa Migan,
Assistant Vice President, None.
Robert J. Milnamow,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly a
Portfolio Manager with Phoenix Securities
Group.
Denis R. Molleur,
Vice President None.
Kenneth Nadler,
Vice President None.
David Negri, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Robert E. Patterson,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
John Pirie,
Assistant Vice President Formerly a Vice President with Cohane
Rafferty Securities, Inc.
Tilghman G. Pitts III,
Executive Vice President Chairman and Director of the Distributor.
Jane Putnam, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly Senior
Investment Officer and Portfolio Manager
with Chemical Bank.
Russell Read, Vice President Consultant for Prudential Insurance on
behalf of the General Motors Pension Plan.
Thomas Reedy, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly a
Securities Analyst for the Manager.
David Robertson,
Vice President None.
Adam Rochlin, Vice President Formerly a Product Manager for Metropolitan
Life Insurance Company.
Michael S. Rosen, Vice
President; President:
Rochester Division An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly Vice
President of RFS, President and Director of
RFD, Vice President and Director of FMC,
Vice President and director of RCAI,
General Partner of RCA, an officer and/or
portfolio manager of certain Oppenheimer
funds.
David Rosenberg,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; formerly Vice
President and Portfolio Manager/Security
Analyst for Oppenheimer Capital Corp., an
investment adviser.
Lawrence Rudnick,
Assistant Vice President Formerly Vice President of Dollar Dry Dock
Bank.
James Ruff,
Executive Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President Formerly Vice President of Citicorp
Investment Services.
Diane Sobin,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; formerly a Vice
President and Senior Portfolio Manager for
Dean Witter InterCapital, Inc.
Richard A. Soper,
Assistant Vice President None.
Nancy Sperte,
Executive Vice President None.
Donald W. Spiro,
Chairman Emeritus Vice Chairman and Trustee of the New York-
based Oppenheimer Funds; formerly Chairman
of the Manager and the Distributor.
Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Ralph Stellmacher,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
John Stoma, Senior Vice
President, Director
Retirement Plans Formerly Vice President of U.S. Group
Pension Strategy and Marketing for Manulife
Financial.
Michael C. Strathearn,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; a Vice President of
HarbourView; prior to March, 1996 he was an
equity portfolio manager for Panorama
Series Fund, Inc. and other mutual funds
and pension accounts managed by G.R.
Phelps.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or
Managing Partner of the Denver-based
Oppenheimer Funds; President and a Director
of Centennial; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.
James Tobin, Vice President None.
Jay Tracey, Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Discovery Fund, Oppenheimer
Global Emerging Growth Fund and Oppenheimer
Enterprise Fund. Formerly Managing
Director of Buckingham Capital Management.
Gary Tyc, Vice President,
Assistant Secretary and
Assistant Treasurer Assistant Treasurer of the Distributor and
SFSI.
Ashwin Vasan, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Valerie Victorson,
Vice President None.
Dorothy Warmack,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds.
Jerry A. Webman,
Senior Vice President Director of New York-based tax-exempt fixed
income Oppenheimer Funds; Formerly Managing
Director and Chief Fixed Income Strategist
at Prudential Mutual Funds.
Christine Wells,
Vice President None.
Kenneth B. White,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; Vice President of
HarbourView; prior to March, 1996 he was an
equity portfolio manager for Panorama
Series Fund, Inc. and other mutual funds
and pension funds managed by G.R. Phelps.
William L. Wilby,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of HarbourView.
Carol Wolf, Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial; Vice President, Finance and
Accounting and member of the Board of
Directors of the Junior League of Denver,
Inc.
Robert G. Zack,
Senior Vice President and
Assistant Secretary Associate General Counsel of the Manager;
Assistant Secretary of the Oppenheimer
Funds; Assistant Secretary of SSI, SFSI; an
officer of other Oppenheimer Funds.
Arthur J. Zimmer,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
The Oppenheimer Funds include the New York-based Oppenheimer
Funds, the Denver-based Oppenheimer Funds, and the Rochester-based
Oppenheimer Funds, set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer New York Municipal Fund
Oppenheimer Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Municipal Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Denver-based Oppenheimer Funds
- ------------------------------
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Rochester-based Oppenheimer Funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal Fund
The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, OppenheimerFunds Distributor, Inc., HarbourView
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York,
New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc.,
OppenheimerFunds Services, Centennial Asset Management Corporation,
Centennial Capital Corp., Oppenheimer Real Asset Management, Inc.,
MultiSource Services, Inc. and Oppenheimer Real Asset Management,
Inc. is 3410 South Galena Street, Denver, Colorado 80231.
The address of the Rochester-based funds is 350 Linden Oaks,
Rochester, New York 14625-2807.
Item 29. Principal Underwriter
- -------- ---------------------
(a) OppenheimerFunds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the
other registered open-end investment companies for which
OppenheimerFunds, Inc. is the investment adviser, as described in
Part A and B of this Registration Statement and listed in Item
28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
Susan P. Bader ++ Assistant Vice President None
George Clarence Bowen+ Vice President & Treasurer Vice President and
Treasurer of the
NY-based
Oppenheimer
funds/Vice
President,
Secretary and
Treasurer of the
Denver-based
Oppenheimer funds
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Maryann Bruce* Senior Vice President - None
Director - Financial
Institution Div.
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Bill Coughlin Vice President None
3425-1/2 Irving Avenue So.
Minneapolis, MN 55408
Mary Crooks+ Senior Vice President None
Paul Delli-Bovi Vice President None
750 W. Broadway, Apt. 5M
Long Beach, NY 11561
E. Drew Devereaux ++ Assistant Vice President None
Andrew John Donohue* Executive Vice Secretary of the
President, General New York-based
Counsel and Director Oppenheimer
funds/Vice
President of the
Denver-based
Oppenheimer funds
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding++ Vice President; Chairman:
Rochester Division None
Reed F. Finley Vice President - None
320 E. Maple, Ste. 254 Financial Institution Div.
Birmingham, MI 48009
Wendy Fishler* Vice President - None
Financial Institution Div.
Ronald R. Foster Senior Vice President None
139 Avant Lane
Cincinnati, OH 45249
Patricia Gadecki Vice President None
3906 Americana Drive
Tampa, FL 3334
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President None
Richard Klein Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Ilene Kutno* Vice President - None
Director - Regional Sales
Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
John McDonough Vice President None
P.O. Box 760
50 Riverview Road
New Castle, NH 03854
Laura Mulhall* Senior Vice President - None
Director of Key Accounts
Timothy G. Mulligan ++ Vice President None
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Wendy Murray Vice President None
114-B Larchmont Acres West
Larchmont, NY 10538
Joseph Norton Vice President None
2518 Fillmore Street
Apt. 1
San Francisco, CA 94115
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
1777 Larimer St. #807
Denver, CO 80202
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.,
Director - Key Accounts
Minnie Ra Vice President - None
0895 Thirty-First Ave. Financial Institution Div.
Apt. 4
San Francisco, CA 94121
Michael Raso Vice President None
30 Hommocks Road, Apt. 30
Larchmont, NY 10538
John C. Reinhardt ++ Vice President None
Ian Robertson Vice President None
4204 Summit Way
Marietta, GA 30066
Michael S. Rosen++ Vice President, President:
Rochester Division None
Kenneth Rosenson Vice President None
3802 Knickerbocker Place
Apt. 3D
Indianapolis, IN 46240
James Ruff* President None
Timothy Schoeffler Vice President None
1717 Fox Hall Road
Washington, DC 20007
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
3114 Hickory Run
Sugarland, TX 77479
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker ++ Vice President None
Michael Stenger Vice President None
8572 Saint Ives Place
Cincinnati, OH 45255
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
David G. Thomas Vice President - None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112
Philip Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807 (the "Rochester
Division")
(c) Not applicable.
Item 30. Location of Accounts and Records
- -------- ---------------------------------
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder are
in the possession of Oppenheimer Management Corporation at its
offices at 3410 South Galena Street, Denver, Colorado 80231.
Item 31. Management Services
- -------- -------------------
Not applicable.
Item 32. Undertakings
- -------- ------------
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<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 __ day of
October, 1996.
OPPENHEIMER GROWTH FUND
BY: /s/ Bridget A. Macaskill*
-----------------------------
Bridget A. Macaskill, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the
- -------------- Board of Trustees October 30, 1996
Leon Levy
/s/ Donald W. Spiro* Vice Chairman & Trustee October 30, 1996
- --------------------
Donald W. Spiro
/s/ Bridget A. Macaskill* President, Principal
- ------------------------- Executive Officer
Bridget A. Macaskill and Trustee October 30, 1996
/s/ George Bowen* Treasurer & Principal
- ----------------- Financial & Accounting
George Bowen Officer October 30, 1996
/s/ Robert G. Galli* Trustee October 30, 1996
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee October 30, 1996
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee October 30, 1996
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee October 30, 1996
- ----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee October 30, 1996
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee October 30, 1996
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Trustee October 30, 1996
- ----------------------
Sidney M. Robbins
/s/ Pauline Trigere* Trustee October 30, 1996
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee October 30, 1996
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER GROWTH FUND
Registration No. 2-45272
Post-Effective Amendment No. 50
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
24(b)(4)(i) Specimen Class A Share Certificate
24(b)(4)(ii) Specimen Class B Share Certificate
24(b)(4)(iii) Specimen Class C Share Certificate
24(b)(4)(iv) Specimen Class Y Share Certificate
24(b)(5) Amended Investment Advisory Agreement dated
11/1/96
24(b)(11) Independent Auditors' Consent
24(b)(16) Performance Data Computation Schedule
24(b)(17)(i) Financial Data Schedule for Class A Shares
24(b)(17)(ii) Financial Data Schedule for Class B Shares
24(b)(17)(iii) Financial Data Schedule for Class C Shares
24(b)(17)(iv) Financial Data Schedule for Class Y Shares
- -- Power of Attorney for Bridget A. Macaskill
Exhibit 24(b)(4)(i)
OPPENHEIMER GROWTH FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS A SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER GROWTH FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683967 103
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GROWTH FUND
(hereinafter called the "Fund", transferable only on the books
of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all
of the provisions of the Declaration of Trust of the Fund to
all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Fund and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER GROWTH FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class A Shares of
beneficial interest represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Fund with full power of substitution in the
premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(ii)
OPPENHEIMER GROWTH FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS B SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER GROWTH FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683967 202
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GROWTH FUND
(hereinafter called the "Fund", transferable only on the books
of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all
of the provisions of the Declaration of Trust of the Fund to
all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Fund and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER GROWTH FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class B Shares of
beneficial interest represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Fund with full power of substitution in the
premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(iii)
OPPENHEIMER GROWTH FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS C SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER GROWTH FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683967 400
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GROWTH FUND
(hereinafter called the "Fund", transferable only on the books
of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all
of the provisions of the Declaration of Trust of the Fund to
all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Fund and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER GROWTH FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class C Shares of
beneficial interest represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Fund with full power of substitution in the
premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(iv)
OPPENHEIMER GROWTH FUND
Class Y Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box with heading: CLASS Y SHARES (below cert. no.)
(centered below boxes) OPPENHEIMER GROWTH FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683967 301
(at left) is the owner of
(centered) FULLY PAID CLASS Y SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER GROWTH FUND
(hereinafter called the "Fund", transferable only on the books
of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all
of the provisions of the Declaration of Trust of the Fund to
all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Fund and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal with legend
OPPENHEIMER GROWTH FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed vertically):
Countersigned
OppenheimerFunds Services
(A Division of OppenheimerFunds, Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - _______ Custodian ________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received ................ hereby sell(s), assign(s),
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
__________________________________________
(Please print or type name and address of assignee)
__________________________________________
__________________________________________ Class Y Shares of
beneficial interest represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________
Attorney to transfer the said shares on the books of the
within named Fund with full power of substitution in the
premises.
Dated: ______________________
Signed: __________________________
__________________________
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(5)(ii)
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Oppenheimer Growth Fund, formerly Oppenheimer Special
Fund (hereinafter referred to as the "Fund"), and OppenheimerFunds,
Inc ., formerly Oppenheimer Management Corporation (hereinafter
referred to as "OFI"), have agreed, per a resolution dated December
14, 1995 of the Fund's Board of Trustees, to reduce the Fund's
management fee on assets in excess of $1.5 billion;
NOW, THEREFORE, the Fund and OFI agree as follows:
PARAGRAPH 5. of the Investment Advisory Agreement dated
October 22 1990 between the Fund and OFI is deleted and replaced
with the following:
5. Compensation of OFI.
The Fund agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a
management fee computed on the aggregate net assets of the Fund as
of the close of each business day and payable monthly at the
following annual rates:
.75% of the first $200 million of aggregate net assets;
.72% of the next $200 million of aggregate net assets;
.69% of the next $200 million of aggregate net assets;
.66% of the next $200 million of aggregate net assets;
.60% of the next $700 million of aggregate net assets; and
.58% of aggregate net assets in excess of $1.5 billion.
ALL OTHER PROVISIONS of the Investment Advisory Agreement dated
October 22, 1990 between the Fund and OFI shall remain in full
force and effect.
OPPENHEIMER GROWTH FUND
By: /s/ Andrew J. Donohue
---------------------------
Andrew J. Donohue, Secretary
OPPENHEIMERFUNDS, INC.
By: /s/ Katherine P. Feld
---------------------------------
Katherine P. Feld, Vice President
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Growth Fund:
We consent to the use of our report dated September 23, 1996
included herein and to the reference to our firm under the heading
"Financial Highlights" in Part A of the Registration Statement.
/s/ KPMG Peat Marwick LLP
- -------------------------------------
KPMG Peat Marwick LLP
Denver, Colorado
October 28, 1996
Oppenheimer Growth Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are calculated as
described below, on the basis of the Fund's distributions, for the past 10
years which are as follows:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
07/28/86 0.7720 3.9980 17.880
12/19/86 0.0000 0.2000 18.930
07/31/87 0.8800 1.5800 18.360
12/24/87 0.3870 0.1730 14.810
12/23/88 0.5900 0.0400 16.520
12/22/89 0.7000 0.0000 19.130
12/21/90 0.5500 0.0000 18.390
12/20/91 0.3550 0.0000 23.730
12/17/92 0.2450 1.5710 27.440
12/28/93 0.1550 0.6390 27.720
12/28/94 0.2394 2.7965 25.290
12/27/95 0.4055 3.1018 30.560
Class B Shares
12/28/93 0.1070 0.6390 27.610
12/28/94 0.1281 2.7965 25.070
12/27/95 0.2755 3.1018 30.060
Class C Shares
12/27/95 0.4019 3.1018 30.500
Class Y Shares
12/28/94 0.2599 2.7965 25.290
12/27/95 0.4431 3.1018 30.540
1. Average Annual Total Returns for the Periods Ended 06/30/96:
The formula for calculating average annual total return is as follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Oppenheimer Growth Fund
Page 2
1. Average Annual Total Returns for the Periods Ended 06/30/96 (Continued):
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,140.40 1 $2,001.42 .2
(---------) - 1 = 14.04% (---------) - 1 = 14.89%
$1,000 $1,000
Ten Year
$3,069.64 .1
(---------) - 1 = 11.87%
$1,000
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for
the first year, and 3.00% for the inception year:
One Year Inception
$1,149.53 1 $1,504.93 .3485
(---------) - 1 = 14.95% (---------) - 1 = 15.31%
$1,000 $1,000
Class C Shares
Example assuming a maximum contingent deferred sales charge of 1.00% for
the inception year:
Inception
$1,090.78 1.5063
(---------) - 1 = 9.08%
$1,000
Class Y Shares
Example assuming a maximum contingent deferred sales charge of 0.00% for the
first year, and 0.00% for the inception year:
One Year Inception
$1,211.04 1 $1,488.86 .4806
(---------) - 1 = 21.10% (---------) - 1 = 21.08%
$1,000 $1,000
Oppenheimer Growth Fund
Page 3
1. Average Annual Total Returns for the Periods Ended 06/30/96 (continued):
Examples at NAV:
Class A Shares
One Year Five Year
$1,209.97 1 $2,123.57 .2
(---------) - 1 = 21.00% (---------) - 1 = 16.26%
$1,000 $1,000
Ten Year
$3,257.02 .1
(---------) - 1 = 12.53%
$1,000
Class B Shares
One Year Inception
$1,199.53 1 $1,534.92 .3485
(---------) - 1 = 19.95% (---------) - 1 = 16.10%
$1,000 $1,000
Class C Shares
Inception
$1,100.65 1.5063
(---------) - 1 = 15.54%
$1,000
Class Y Shares
One Year Inception
$1,211.04 1 $1,488.86 .4806
(---------) - 1 = 21.10% (---------) - 1 = 21.08%
$1,000 $1,000
Oppenheimer Growth Fund
Page 4
2. Cumulative Total Returns for the Periods Ended 06/30/96:
The formula for calculating cumulative total return is as follows:
ERV - P
------- = Cumulative Total Return
P
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,140.40 - $1,000 $2,001.42 - $1,000
------------------ = 14.04% ------------------ = 100.14%
$1,000 $1,000
Ten Year
$3,069.64 - $1,000
------------------ = 206.96%
$1,000
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for the
first year, and 3.00% for the inception year:
One Year Inception Year
$1,149.53 - $1,000 $1,504.93 - $1,000
------------------ = 14.95% ------------------ = 50.49%
$1,000 $1,000
Class C Shares
Example assuming a maximum contingent deferred sales charge of 1.00% for
the inception year:
Inception Year
$1,090.78 - $1,000
------------------ = 9.08%
$1,000
Class Y Shares
Example assuming a maximum contingent deferred sales charge of 0.00% for
the first year, and 0.00% for the inception year:
One Year Inception Year
$1,211.04 - $1,000 $1,488.86 - $1,000
------------------ = 21.10% ------------------ = 48.89%
$1,000 $1,000
Oppenheimer Growth Fund
Page 5
2. Cumulative Total Returns for the Periods Ended 06/30/96 (Continued):
Examples at NAV:
Class A Shares
One Year Five Year
$1,209.97 - $1,000 $2,123.57 - $1,000
------------------ = 21.00% ------------------ = 112.36%
$1,000 $1,000
Ten Year
$3,257.02 - $1,000
------------------ = 225.70%
$1,000
Class B Shares
One Year Inception Year
$1,199.53 - $1,000 $1,534.92 - $1,000
------------------ = 19.95% ------------------ = 53.49%
$1,000 $1,000
Class C Shares
Inception Year
$1,100.65 - $1,000
------------------ = 10.07%
$1,000
Class Y Shares
One Year Inception Year
$1,211.04 - $1,000 $1,488.86 - $1,000
------------------ = 21.10% ------------------ = 48.89%
$1,000 $1,000
Oppenheimer Growth Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are calculated as
described below, on the basis of the Fund's distributions, for the past 10
years which are as follows:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
12/19/86 0.0000 0.2000 18.930
07/30/87 0.8800 1.5800 18.360
12/23/87 0.3870 0.1730 14.810
12/22/88 0.5900 0.0400 16.520
12/21/89 0.7000 0.0000 19.130
12/20/90 0.5500 0.0000 18.390
12/19/91 0.3550 0.0000 23.730
12/17/92 0.2450 1.5710 27.440
12/28/93 0.1550 0.6390 27.720
12/28/94 0.2394 2.7965 25.290
12/27/95 0.4055 3.1018 30.560
Class B Shares
12/28/93 0.1070 0.6390 27.610
12/28/94 0.1281 2.7965 25.070
12/27/95 0.2755 3.1018 30.060
Class C Shares
12/27/95 0.4019 3.1018 30.500
Class Y Shares
12/28/94 0.2599 2.7965 25.290
12/27/95 0.4431 3.1018 30.540
Oppenheimer Growth Fund
Page 2
1. AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 08/31/96:
The formula for calculating average annual total return is as follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,095.23 1 $1,817.61 .2
(---------) - 1 = 9.52% (---------) - 1 = 12.69%
$1,000 $1,000
Ten Year
$3,097.39 .1
(---------) - 1 = 11.97%
$1,000
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for
the first year, and 2.00% for the inception year:
One Year Inception
$1,101.88 1 $1,524.30 .3291
(---------) - 1 = 10.19% (---------) - 1 = 14.88%
$1,000 $1,000
Class Y Shares
Example assuming a maximum contingent deferred sales charge of 0.00% for the
first year, and 0.00% for the inception year:
One Year Inception
$1,163.05 1 $1,500.89 .4444
(---------) - 1 = 16.30% (---------) - 1 = 19.78%
$1,000 $1,000
Oppenheimer Growth Fund
Page 3
1. AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 08/31/96 (CONTINUED):
Examples at NAV:
Class A Shares
One Year Five Year
$1,162.07 1 $1,928.42 .2
(---------) - 1 = 16.20% (---------) - 1 = 14.04%
$1,000 $1,000
Ten Year
$3,286.49 .1
(---------) - 1 = 12.63%
$1,000
Class B Shares
One Year Inception
$1,151.88 1 $1,544.29 .3291
(---------) - 1 = 15.19% (---------) - 1 = 15.37%
$1,000 $1,000
Class Y Shares
One Year Inception
$1,163.05 1 $1,500.89 .4444
(---------) - 1 = 16.30% (---------) - 1 = 19.78%
$1,000 $1,000
Oppenheimer Growth Fund
Page 4
2. CUMULATIVE TOTAL RETURNS FOR THE PERIODS ENDED 08/31/96:
The formula for calculating cumulative total return is as follows:
ERV - P
------- = Cumulative Total Return
P
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,095.23 - $1,000 $1,817.61 - $1,000
------------------ = 9.52% ------------------ = 81.76%
$1,000 $1,000
Ten Year
$3,097.39 - $1,000
------------------ = 209.74%
$1,000
Class B Shares
Example assuming a maximum contingent deferred sales charge of 5.00% for the
first year, and 2.00% for the inception year:
One Year Inception Year
$1,101.88 - $1,000 $1,524.30 - $1,000
------------------ = 10.19% ------------------ = 52.43%
$1,000 $1,000
Class C Shares
Example assuming a maximum contingent deferred sales charge of 1.00% for
the inception year:
Inception Year
$1,097.35 - $1,000
------------------ = 9.73%
$1,000
Class Y Shares
Example assuming a maximum contingent deferred sales charge of 0.00% for the
first year, and 0.00% for the inception year:
One Year Inception Year
$1,163.05 - $1,000 $1,500.89 - $1,000
------------------ = 16.30% ------------------ = 50.09%
$1,000 $1,000
Oppenheimer Growth Fund
Page 5
2. CUMULATIVE TOTAL RETURNS FOR THE PERIODS ENDED 08/31/96 (CONTINUED):
Examples at NAV:
Class A Shares
One Year Five Year
$1,162.07 - $1,000 $1,928.42 - $1,000
------------------ = 16.20% ------------------ = 92.85%
$1,000 $1,000
Ten Year
$3,286.49 - $1,000
------------------ = 228.64%
$1,000
Class B Shares
One Year Inception Year
$1,151.88 - $1,000 $1,544.29 - $1,000
------------------ = 15.19% ------------------ = 54.43%
$1,000 $1,000
Class C Shares
Inception Year
$1,107.27 - $1,000
------------------ = 10.73%
$1,000
Class Y Shares
One Year Inception Year
$1,163.05 - $1,000 $1,500.89 - $1,000
------------------ = 16.30% ------------------ = 50.09%
$1,000 $1,000
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 939,013,033
<INVESTMENTS-AT-VALUE> 1,272,706,620
<RECEIVABLES> 4,533,714
<ASSETS-OTHER> 151,004
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,277,391,338
<PAYABLE-FOR-SECURITIES> 5,015,348
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,142,457
<TOTAL-LIABILITIES> 8,157,805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 837,674,129
<SHARES-COMMON-STOCK> 33,508,383
<SHARES-COMMON-PRIOR> 27,946,407
<ACCUMULATED-NII-CURRENT> 8,210,351
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 89,655,466
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 333,693,587
<NET-ASSETS> 1,120,045,776
<DIVIDEND-INCOME> 10,705,764
<INTEREST-INCOME> 17,120,681
<OTHER-INCOME> 0
<EXPENSES-NET> 12,623,849
<NET-INVESTMENT-INCOME> 15,202,596
<REALIZED-GAINS-CURRENT> 123,112,424
<APPREC-INCREASE-CURRENT> 65,683,680
<NET-CHANGE-FROM-OPS> 203,998,700
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 12,145,385
<DISTRIBUTIONS-OF-GAINS> 92,881,153
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,407,775
<NUMBER-OF-SHARES-REDEEMED> 6,169,610
<SHARES-REINVESTED> 3,323,811
<NET-CHANGE-IN-ASSETS> 362,036,192
<ACCUMULATED-NII-PRIOR> 6,036,689
<ACCUMULATED-GAINS-PRIOR> 68,866,019
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,558,069
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,623,849
<AVERAGE-NET-ASSETS> 1,018,022,000
<PER-SHARE-NAV-BEGIN> 30.80
<PER-SHARE-NII> 0.44
<PER-SHARE-GAIN-APPREC> 5.70
<PER-SHARE-DIVIDEND> 0.41
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.43
<EXPENSE-RATIO> 1.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- A
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 969,022,833
<INVESTMENTS-AT-VALUE> 1,286,586,794
<RECEIVABLES> 5,736,529
<ASSETS-OTHER> 195,403
<OTHER-ITEMS-ASSETS> 106,004
<TOTAL-ASSETS> 1,292,624,730
<PAYABLE-FOR-SECURITIES> 916,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,904,212
<TOTAL-LIABILITIES> 3,820,462
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 848,772,734
<SHARES-COMMON-STOCK> 33,479,487
<SHARES-COMMON-PRIOR> 33,508,383
<ACCUMULATED-NII-CURRENT> 11,195,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111,271,666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 317,563,961
<NET-ASSETS> 1,127,836,241
<DIVIDEND-INCOME> 1,986,519
<INTEREST-INCOME> 3,381,607
<OTHER-INCOME> 0
<EXPENSES-NET> 2,382,570
<NET-INVESTMENT-INCOME> 2,985,556
<REALIZED-GAINS-CURRENT> 21,616,200
<APPREC-INCREASE-CURRENT> (16,129,626)
<NET-CHANGE-FROM-OPS> 8,472,130
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,266,269
<NUMBER-OF-SHARES-REDEEMED> 1,295,165
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,570,735
<ACCUMULATED-NII-PRIOR> 8,210,351
<ACCUMULATED-GAINS-PRIOR> 89,655,466
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,415,789
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,382,570
<AVERAGE-NET-ASSETS> 1,101,233,000
<PER-SHARE-NAV-BEGIN> 33.43
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 0.18
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.69
<EXPENSE-RATIO> 1.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 939,013,033
<INVESTMENTS-AT-VALUE> 1,272,706,620
<RECEIVABLES> 4,533,714
<ASSETS-OTHER> 151,004
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,277,391,338
<PAYABLE-FOR-SECURITIES> 5,015,348
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,142,457
<TOTAL-LIABILITIES> 8,157,805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 837,674,129
<SHARES-COMMON-STOCK> 3,955,435
<SHARES-COMMON-PRIOR> 1,425,337
<ACCUMULATED-NII-CURRENT> 8,210,351
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 89,655,466
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 333,693,587
<NET-ASSETS> 129,484,414
<DIVIDEND-INCOME> 10,705,764
<INTEREST-INCOME> 17,120,681
<OTHER-INCOME> 0
<EXPENSES-NET> 12,623,849
<NET-INVESTMENT-INCOME> 15,202,596
<REALIZED-GAINS-CURRENT> 123,112,424
<APPREC-INCREASE-CURRENT> 65,683,680
<NET-CHANGE-FROM-OPS> 203,998,700
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 763,600
<DISTRIBUTIONS-OF-GAINS> 8,596,317
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,119,546
<NUMBER-OF-SHARES-REDEEMED> 877,701
<SHARES-REINVESTED> 288,253
<NET-CHANGE-IN-ASSETS> 362,036,192
<ACCUMULATED-NII-PRIOR> 6,036,689
<ACCUMULATED-GAINS-PRIOR> 68,866,019
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,558,069
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,623,849
<AVERAGE-NET-ASSETS> 90,501,000
<PER-SHARE-NAV-BEGIN> 30.36
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> 5.53
<PER-SHARE-DIVIDEND> 0.28
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 32.74
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- B
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 969,022,833
<INVESTMENTS-AT-VALUE> 1,286,586,794
<RECEIVABLES> 5,736,529
<ASSETS-OTHER> 195,403
<OTHER-ITEMS-ASSETS> 106,004
<TOTAL-ASSETS> 1,292,624,730
<PAYABLE-FOR-SECURITIES> 916,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,904,212
<TOTAL-LIABILITIES> 3,820,462
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 848,772,734
<SHARES-COMMON-STOCK> 4,172,024
<SHARES-COMMON-PRIOR> 3,955,435
<ACCUMULATED-NII-CURRENT> 11,195,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111,271,666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 317,563,961
<NET-ASSETS> 137,436,848
<DIVIDEND-INCOME> 1,986,519
<INTEREST-INCOME> 3,381,607
<OTHER-INCOME> 0
<EXPENSES-NET> 2,382,570
<NET-INVESTMENT-INCOME> 2,985,556
<REALIZED-GAINS-CURRENT> 21,616,200
<APPREC-INCREASE-CURRENT> (16,129,626)
<NET-CHANGE-FROM-OPS> 8,472,130
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 439,943
<NUMBER-OF-SHARES-REDEEMED> 223,354
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,570,735
<ACCUMULATED-NII-PRIOR> 8,210,351
<ACCUMULATED-GAINS-PRIOR> 89,655,466
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,415,789
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,382,570
<AVERAGE-NET-ASSETS> 131,142,000
<PER-SHARE-NAV-BEGIN> 32.74
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0.16
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 32.94
<EXPENSE-RATIO> 1.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- C
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 939,013,033
<INVESTMENTS-AT-VALUE> 1,272,706,620
<RECEIVABLES> 4,533,714
<ASSETS-OTHER> 151,004
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,277,391,338
<PAYABLE-FOR-SECURITIES> 5,015,348
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,142,457
<TOTAL-LIABILITIES> 8,157,805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 837,674,129
<SHARES-COMMON-STOCK> 108,160
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8,210,351
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 89,655,466
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 333,693,587
<NET-ASSETS> 3,592,867
<DIVIDEND-INCOME> 10,705,764
<INTEREST-INCOME> 17,120,681
<OTHER-INCOME> 0
<EXPENSES-NET> 12,623,849
<NET-INVESTMENT-INCOME> 15,202,596
<REALIZED-GAINS-CURRENT> 123,112,424
<APPREC-INCREASE-CURRENT> 65,683,680
<NET-CHANGE-FROM-OPS> 203,998,700
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,006
<DISTRIBUTIONS-OF-GAINS> 61,792
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 111,265
<NUMBER-OF-SHARES-REDEEMED> 5,392
<SHARES-REINVESTED> 2,287
<NET-CHANGE-IN-ASSETS> 362,036,192
<ACCUMULATED-NII-PRIOR> 6,036,689
<ACCUMULATED-GAINS-PRIOR> 68,866,019
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,558,069
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,623,849
<AVERAGE-NET-ASSETS> 1,804,000
<PER-SHARE-NAV-BEGIN> 33.44
<PER-SHARE-NII> 0.40
<PER-SHARE-GAIN-APPREC> 2.88
<PER-SHARE-DIVIDEND> 0.40
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.22
<EXPENSE-RATIO> 1.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- C
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 969,022,833
<INVESTMENTS-AT-VALUE> 1,286,586,794
<RECEIVABLES> 5,736,529
<ASSETS-OTHER> 195,403
<OTHER-ITEMS-ASSETS> 106,004
<TOTAL-ASSETS> 1,292,624,730
<PAYABLE-FOR-SECURITIES> 916,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,904,212
<TOTAL-LIABILITIES> 3,820,462
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 848,772,734
<SHARES-COMMON-STOCK> 150,647
<SHARES-COMMON-PRIOR> 108,160
<ACCUMULATED-NII-CURRENT> 11,195,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111,271,666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 317,563,961
<NET-ASSETS> 5,034,227
<DIVIDEND-INCOME> 1,986,519
<INTEREST-INCOME> 3,381,607
<OTHER-INCOME> 0
<EXPENSES-NET> 2,382,570
<NET-INVESTMENT-INCOME> 2,985,556
<REALIZED-GAINS-CURRENT> 21,616,200
<APPREC-INCREASE-CURRENT> (16,129,626)
<NET-CHANGE-FROM-OPS> 8,472,130
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 45,312
<NUMBER-OF-SHARES-REDEEMED> 2,825
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,570,735
<ACCUMULATED-NII-PRIOR> 8,210,351
<ACCUMULATED-GAINS-PRIOR> 89,655,466
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,415,789
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,382,570
<AVERAGE-NET-ASSETS> 4,105,000
<PER-SHARE-NAV-BEGIN> 33.22
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.18
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.42
<EXPENSE-RATIO> 2.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 939,013,033
<INVESTMENTS-AT-VALUE> 1,272,706,620
<RECEIVABLES> 4,533,714
<ASSETS-OTHER> 151,004
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,277,391,338
<PAYABLE-FOR-SECURITIES> 5,015,348
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,142,457
<TOTAL-LIABILITIES> 8,157,805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 837,674,129
<SHARES-COMMON-STOCK> 482,038
<SHARES-COMMON-PRIOR> 103,550
<ACCUMULATED-NII-CURRENT> 8,210,351
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 89,655,466
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 333,693,587
<NET-ASSETS> 16,110,476
<DIVIDEND-INCOME> 10,705,764
<INTEREST-INCOME> 17,120,681
<OTHER-INCOME> 0
<EXPENSES-NET> 12,623,849
<NET-INVESTMENT-INCOME> 15,202,596
<REALIZED-GAINS-CURRENT> 123,112,424
<APPREC-INCREASE-CURRENT> 65,683,680
<NET-CHANGE-FROM-OPS> 203,998,700
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 111,943
<DISTRIBUTIONS-OF-GAINS> 783,715
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 439,359
<NUMBER-OF-SHARES-REDEEMED> 90,199
<SHARES-REINVESTED> 29,328
<NET-CHANGE-IN-ASSETS> 362,036,192
<ACCUMULATED-NII-PRIOR> 6,036,689
<ACCUMULATED-GAINS-PRIOR> 68,866,019
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,558,069
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,623,849
<AVERAGE-NET-ASSETS> 9,384,000
<PER-SHARE-NAV-BEGIN> 30.80
<PER-SHARE-NII> 0.46
<PER-SHARE-GAIN-APPREC> 5.70
<PER-SHARE-DIVIDEND> 0.44
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.42
<EXPENSE-RATIO> 0.94
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 74676
<NAME> Oppenheimer Growth Fund- Y
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 969,022,833
<INVESTMENTS-AT-VALUE> 1,286,586,794
<RECEIVABLES> 5,736,529
<ASSETS-OTHER> 195,403
<OTHER-ITEMS-ASSETS> 106,004
<TOTAL-ASSETS> 1,292,624,730
<PAYABLE-FOR-SECURITIES> 916,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,904,212
<TOTAL-LIABILITIES> 3,820,462
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 848,772,734
<SHARES-COMMON-STOCK> 549,005
<SHARES-COMMON-PRIOR> 482,038
<ACCUMULATED-NII-CURRENT> 11,195,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111,271,666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 317,563,961
<NET-ASSETS> 18,496,952
<DIVIDEND-INCOME> 1,986,519
<INTEREST-INCOME> 3,381,607
<OTHER-INCOME> 0
<EXPENSES-NET> 2,382,570
<NET-INVESTMENT-INCOME> 2,985,556
<REALIZED-GAINS-CURRENT> 21,616,200
<APPREC-INCREASE-CURRENT> (16,129,626)
<NET-CHANGE-FROM-OPS> 8,472,130
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 101,673
<NUMBER-OF-SHARES-REDEEMED> 34,706
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,570,735
<ACCUMULATED-NII-PRIOR> 8,210,351
<ACCUMULATED-GAINS-PRIOR> 89,655,466
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,415,789
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,382,570
<AVERAGE-NET-ASSETS> 16,792,000
<PER-SHARE-NAV-BEGIN> 33.42
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 0.19
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 33.69
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Andrew J. Donohue or Robert G. Zack, and
each of them, her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for her and in
her capacity as a trustee of OPPENHEIMER GROWTH FUND, a
Massachusetts business trust (the "Fund"), to sign on her behalf
any and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of
1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
Dated this 5th day of October, 1995.
/s/ Bridget A. Macaskill
- ---------------------------------
Bridget A. Macaskill
