<PAGE>
Registration No. 33-371
File No. 811-4410
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. 15 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 17 / X /
OPPENHEIMER DISCOVERY 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.
Oppenheimer Management Corporation
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 April 1, 1994, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / On ________ pursuant to paragraph (a)
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 September 30, 1993 was filed on November 23, 1993.
<PAGE>
FORM N-1A
OPPENHEIMER DISCOVERY FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Fund Expenses
3 Financial Highlights; Fund Performance Information - Total
Return Information
4 Front Cover Page; The Fund and Its Investment Policies;
Special Investment Methods; Investment Restrictions
5 Fund Expenses; Management of the Fund; Back Cover; Additional
Information - The Custodian and The Transfer Agent
5A Fund Performance Information
6 Dividends, Distributions and Taxes; Additional Information;
Management of the Fund; Fund Expenses
7 How to Buy Shares; How to Redeem Shares; Exchanges of Shares
and Retirement Plans; Class A Service Plan; Class B
Distribution and Service Plan
8 How to Redeem Shares
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
10 Cover Page
11 Cover Page
12 Investment Objective and Policies
13 Investment Objective and Policies; Investment Restrictions
14 Trustees and Officers; Investment Management Services
15 Trustees and Officers - Major Shareholders
16 Investment Management Services; Distribution and Service
Plans; Additional Information; Back Cover
17 Brokerage
18 Additional Information - Description of the Fund
19 Purchase, Redemption and Pricing of Shares; Automatic
Withdrawal Plan Provisions; Letters of Intent
20 Performance, Dividend and Tax Information
21 Investment Management Services; Brokerage; Additional
Information - General Distributor's Agreement; Financial
Statements
22 Performance, Dividend and Tax Information
23 Financial Statements
_____________
*Not applicable or negative answer.
<PAGE>
OPPENHEIMER DISCOVERY FUND
Supplement dated April 1, 1994
to the Prospectus dated April 1, 1994
All references in the Prospectus to Class Y shares are amended by the
following statement:
The offering of Class Y shares has not yet commenced.
April 1, 1994 PS500
<PAGE>
OPPENHEIMER DISCOVERY FUND
Supplement Dated April 1, 1994 to the Prospectus
Dated April 1, 1994
For Residents of the State of Missouri
In its operations, the Fund may use the following special techniques
when such use appears appropriate: leverage (borrowing to purchase
securities) and short-term trading. These techniques may be considered
to be speculative investment methods and may subject an investment in the
Fund to relatively greater risks and costs than an investment in a mutual
fund that does not utilize such techniques.
April 1, 1994 PI500
<PAGE>
Oppenheimer Discovery Fund
Two World Trade Center, New York, NY 10048-0203
Telephone 1-800-525-7048
Oppenheimer Discovery Fund (the "Fund") is a mutual fund with the
investment objective of capital appreciation. Current income is not an
objective. In seeking its objective, the Fund emphasizes investments in
securities of "growth-type" companies, including common stocks, preferred
stocks, convertible securities, rights, warrants and options, in
proportions which may vary from time to time. The selection of securities
for their appreciation possibilities will use the methods described in
this Prospectus under "Special Investment Methods," some of which involve
speculative techniques. The Fund may also use certain hedging
instruments. In an uncertain environment, temporary defensive investment
methods may be stressed. See "The Fund and Its Investment Policies."
The Fund offers two classes of shares which may be purchased at a
price equal to their respective net asset value per share, plus a sales
charge. The investor may elect to purchase shares with a sales charge
imposed (i) at the time of purchase (the "Class A shares"), or (ii) on a
contingent deferred basis (the "Class B shares"). Class B shares are also
subject to an asset-based sales charge. The contingent deferred sales
charge (the "Class B CDSC") will be imposed on most redemptions of Class
B shares within six years of purchase. These alternatives permit an
investor to choose the method of purchasing shares that is more beneficial
to that investor depending on the amount of the purchase, the length of
time the investor expects to hold the shares and other circumstances. A
third class of shares of the Fund may only be purchased at net asset value
per share (the "Class Y Shares") by certain institutional investors.
See"How To Buy Shares - Alternative Sales Arrangements" below for further
details.
This Prospectus sets forth concisely information about the Fund that
a prospective investor should know before investing. A Statement of
Additional Information about the Fund (the "Additional Statement") dated
April 1, 1994, has been filed with the Securities and Exchange Commission
("SEC") and is available without charge writing to Oppenheimer Shareholder
Services (the "Transfer Agent"), P.O. Box 5270, Denver, Colorado 80217,
or by calling the toll-free number above. The Additional Statement (which
is incorporated in its entirety by reference in this Prospectus) contains
more detailed information about the Fund and its management, including
more complete information about certain risk factors.
Investors are advised to read and retain this Prospectus for future
reference. Some investment techniques the Fund uses may be considered to
be speculative investment methods that may increase the risks of investing
in the Fund and may also increase the Fund's operating costs. You should
carefully review the risks associated with an investment in the Fund.
Shares of the Fund are not deposits of any bank, are not guaranteed by any
bank, are not insured by the FDIC or any other agency, and involve
investment risks, including the possible loss of principal.
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.
This Prospectus is effective April 1, 1994.
<PAGE>
Table of Contents
Page
Fund Expenses
Financial Highlights
The Fund and Its Investment Policies
Special Investment Methods
Investment Restrictions
Management of the Fund
How to Buy Shares
Alternative Sales Arrangements
Class A Shares
Class A Sales Charge Table
Class A Contingent Deferred Sales Charge
Reduced Sales Charges for Class A Purchases
Class A Service Plan
Class B Shares
Class B Contingent Deferred Sales Charge
Class B Conversion Feature
Class B Distribution and Service Plan
Purchase Programs for Class A and Class B Shares
AccountLink
PhoneLink
Asset Builder Plans
Class Y Shares
How to Redeem Shares
Regular Redemption Procedures
Telephone Redemptions
Distributions from Retirement Plans
Automatic Withdrawal and Exchange Plans
Repurchase
Reinvestment Privilege
General Information on Redemptions
Exchanges of Shares and Retirement Plans for Class A and Class B Shares
Dividends, Distributions and Taxes
Fund Performance Information
Additional Information
<PAGE>
Fund Expenses
The following table sets forth the fees that an investor in the Fund
might pay and the expenses paid by the Fund in its fiscal year ended
September 30, 1993.
Shareholder Transaction Expenses
Class A Class B Class Y
Shares Shares Shares
Maximum Sales Charge on
Purchases (as a percentage
of offering price) 4.75% None None
Sales Charge on Reinvested
Dividends None None None
Maximum Contingent Deferred
Sales Charge on Redemptions None(1) 5.0%(2) None
Redemption Fees None None None
Exchange Fee $5.00(3) $5.00(3) $5.00(3)
Annual Fund Operating Expenses as a
Percentage of Average Net Assets
(estimated as to Class B and Class Y shares)
Class A Class B Class Y
Shares Shares Shares
Management Fees (restated) 0.73% 0.73% 0.73%
12b-1 (Distribution and/or
Service Plan) Fees 0.24% 1.00% None
Other Expenses 0.30% 0.30% 0.36%
Total Fund Operating Expenses 1.27% 2.03% 1.09%
____________
(1) Certain Class A share purchases of $1 million or more are not subject
to front-end sales charges, but a contingent deferred sales charge
(maximum of 1.0%) is imposed on the proceeds of such shares redeemed
within 18 months of the end of the calendar month of their purchase,
subject to certain conditions. See "How to Buy Shares - Class A
Contingent Deferred Sales Charge," below.
(2) A contingent deferred sales charge is imposed on the proceeds of
Class B shares redeemed within six years of their purchase, subject
to certain exceptions. That charge is imposed as a percentage of net
asset value at the time of purchase or redemption, whichever is less,
and declines from 5.0% in the first year that shares are held, to
4.0% in the second year, 3.0% in the third and fourth years, 2.0% in
the fifth year, 1.0% in the sixth year and eliminated thereafter.
There is no charge on Class B shares held for more than six years.
See "How to Buy Shares - Class B Contingent Deferred Sales Charge,"
below.
(3) Fee is waived for automated exchanges on PhoneLink, described in
"Purchase Programs for Class A and Class B Shares."
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in shares of the Fund will
bear directly (shareholder transaction expenses) or indirectly (annual
fund operating expenses). The sales charge rate shown for Class A shares
is the current maximum rate applicable to purchases of Class A shares of
the Fund. Investors in Class A shares may be entitled to reduced sales
charges based on the amount purchased or the value of shares already owned
and may be subject to a contingent deferred sales charge in limited
circumstances (see "How to Buy Shares - Class A Contingent Deferred Sales
Charge"). Neither Class B nor Class Y shares were publicly offered prior
to April 1, 1994. The "Annual Fund Operating Expenses" as to Class B and
Class Y shares are estimates based on amounts that would have been payable
during the fiscal year ended September 30, 1993, assuming that Class B and
Class Y shares were outstanding during the entire fiscal year. The actual
amount of such fees and expenses in the current and future years will
depend on a number of factors, including the actual average net assets of
Class B and Class Y shares, respectively, during such years. "Other
Expenses" includes such expenses as custodial and transfer agent fees,
audit, legal and other business operating expenses, but excludes
extraordinary expenses. For further details, see "Purchase, Redemption
and Pricing of Shares--Multiple Class Methodology" and the Fund's
financial statements, both included in the Additional Statement.
The following examples apply the restated total Fund operating
expenses in the chart above and the current maximum sales charges to a
hypothetical $1,000 investment in shares of the Fund over the time periods
shown below, assuming a 5% annual rate of return on the investment. The
amounts shown below are the cumulative costs of such hypothetical $1,000
investment for the periods shown, and except as indicated in lines 3 and
4, assume that the shares are redeemed at the end of such stated period.
1 year 3 years 5 years 10 years(1)
1. Class A Shares $70 $95 $123 $202
2. Class A Shares,
assuming no
redemption $70 $95 $123 $202
3. Class B Shares $71 $94 $129 $198
4. Class B Shares,
assuming no
redemption $21 $64 $109 $198
5. Class Y Shares $11 $35 $ 60 $133
6. Class Y Shares,
assuming no
redemption $11 $35 $ 60 $133
_______________
(1) Class B shares convert to Class A shares under the terms and
conditions described under "How to Buy Shares - Class B Conversion
Feature." Therefore, years 7 through 10 reflect the Class A expenses
shown above. Long-term shareholders of Class B shares could pay the
economic equivalent, through the asset-based sales charge and
contingent deferred sales charge imposed on Class B shares, of more
than the maximum front-end sales charges permitted under applicable
regulatory requirements. The Class B Conversion Feature is intended
to minimize the likelihood that this will occur.
This example should not be considered a representation of past or
future expenses or performance. Expenses are subject to change and actual
performance and expenses may be less or greater than those illustrated
above.
Financial Highlights
Selected data for a Class A share of the Fund outstanding throughout each
period
The information in the table below has been audited by KPMG Peat
Marwick, independent auditors, whose report on the financial statements
of the Fund for the fiscal year ended September 30, 1993, is included in
the Additional Statement. Class B and Class Y shares were not publicly
offered during that period. Accordingly, no information on either Class
B or Class Y shares is reflected in the table below or in the Fund's other
financial statements.
<TABLE>
<CAPTION>
Year Ended September 30,
1993 1992+ 1991 1990 1989 1988 1987 1986++
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $ 27.62 $ 26.03 $ 17.97 $ 24.51 $ 17.62 $ 21.49 $ 14.21 $14.29
Income (loss) from investment operations:
Net investment income (loss) (.13) (.17) .06 .16 .29 .14 .02 .02
Net realized and unrealized gain (loss)
on investments and options written 12.41 3.05 8.87 (4.84) 6.74 (1.98) 7.28 (.10)
Total income (loss) from
investment operations 12.28 2.88 8.93 (4.68) 7.03 (1.84) 7.30 (.08)
Dividends and distributions to shareholders:
Dividends from net investment income -- -- (.19) (.30) (.14) (.05) (.02) --
Distributions from net realized gain on
investments and options written -- (1.29) (.68) (1.56) -- (1.98) -- --
Total dividends and
distributions to shareholders -- (1.29) (.87) (1.86) (.14) (2.03) (.02) --
Net asset value, end of period $ 39.90 $ 27.62 $ 26.03 $ 17.97 $ 24.51 $ 17.62 $ 21.49 $14.21
Total Return,
at Net Asset Value** 44.46% 11.28% 51.88% (20.34)% 40.23% (7.11)% 51.08% (.56)%
Ratios/Supplemental Data:
Net assets, end of
period (in thousands) $587,057 $294,010 $117,110 $50,357 $53,793 $33,361 $35,834 $1,353
Average net assets
(in thousands) $451,016 $218,065 $ 75,083 $54,454 $40,641 $32,089 $21,439 $1,173
Number of shares outstanding
at end of period (in thousands) 14,713 10,647 4,499 2,802 2,195 1,894 1,667 95
Ratios to average net assets:
Net investment income (loss) (.54)% (.62)% .22% .83% 1.52% .80% .19% 3.55%*
Expenses 1.27 % 1.52 % 1.42% 1.53% 1.46% 1.52% 1.74% 1.50%*
Portfolio turnover rate*** 85.2 % 67.9 % 158.1% 234.6% 132.0% 169.0% 145.4% 0.0%
<FN>
*Annualized.
**Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, 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.
***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 year ended September 30, 1993 were
$478,940,105 and $354,427,899, respectively.
+Per share amounts calculated based on the weighted average number of
shares outstanding during the year.
++For the period from September 11, 1986 (commencement of operations) to
September 30, 1986.
</TABLE>
<PAGE>
The Fund And Its Investment Policies
The Fund is an open-end, diversified management investment company
organized as a Massachusetts business trust in 1985. In seeking its
objective of capital appreciation, the Fund will emphasize investment in
securities considered by the Fund's investment adviser, Oppenheimer
Management Corporation (the "Manager"), to have appreciation
possibilities. Such securities may either be listed on securities
exchanges or traded in the over-the-counter market. The over-the-counter
market is a negotiated marketplace, with no centralized trading floor, but
in which transactions are conducted through telephone and computer
networks among dealers and brokers. There are over-the-counter markets
in the U.S. and foreign countries, and the Fund may trade in both domestic
and foreign markets. See "Over-the-Counter" Securities in the Additional
Statement for further information on securities traded in the over-the-
counter market, including a discussion of the possibility of less
liquidity in trading such securities and the possibility of greater price
volatility than for securities listed on exchanges.
The Fund emphasizes investment in securities of growth-type issuers,
including emerging growth companies, described below, primarily common
stocks of such issuers or securities having investment characteristics of
common stocks (for example, securities convertible into common stocks).
The Fund fully expects a substantial portion of its assets to continue to
be invested in over-the-counter securities. The Fund is designed for
investors who are willing to accept greater risks of loss in the hopes of
greater gains, and is not intended for those who desire assured income and
conservation of capital. The investment policies and practices of the
Fund described below are not "fundamental" policies unless a particular
policy is identified as "fundamental." "Fundamental policies" are those
that cannot be changed without the approval of a "majority," as defined
in the Investment Company Act of 1940 (the "Investment Company Act") of
the Fund's outstanding voting securities. The Fund's Board of Trustees
may change non-fundamental investment policies without shareholder
approval.
The fact that a security selected for possible appreciation has a low
yield or negligible yield will not be an adverse factor in its selection
(unless such lack of yield might adversely affect appreciation
possibilities), nor will yield be a consideration in choosing defensive
investments, described below. The Fund's investment policies are
speculative and involve substantial risks. Since market risks are
inherent in all securities to varying degrees, assurance cannot be given
that the Fund's investment objective will be met.
Growth-Type Issuers and Emerging Growth Companies
Typically, growth-type issuers are those whose goods or services have
relatively favorable long-term prospects for increasing demand, or ones
which develop new products, services, or markets and normally retain a
relatively large part of their earnings for research, development and
investment in capital assets. They may also include companies in the
natural resources fields or those developing industrial applications for
new scientific knowledge having a potential for technological innovation,
such as nuclear energy, oceanography, business services and new consumer
products. The Fund may also invest from time to time in cyclical
industries such as insurance and forest products, when the Manager
believes that they present opportunities for capital growth.
Investment opportunities will be sought usually among smaller, less
well-known companies, but securities of large, well-known companies (not
generally included in the definition of growth-type companies) also may
be purchased, particularly at times when the Manager believes that the
amounts of securities of smaller companies available at prices which may
be expected to appreciate are insufficient to contribute substantially to
the performance of the Fund.
Growth-type issuers in which the Fund may invest include emerging
growth companies. Emerging growth companies are beyond their initial
start-up periods but have not yet reached a state of established growth
or maturity. The rate of growth of such companies at times may be
dramatic. However, investments of this type generally involve greater
risk than is customarily associated with large, more seasoned companies.
Emerging growth companies often have products and management personnel
that have not been thoroughly tested by time or the marketplace; their
financial resources may not be as substantial as those of more established
companies. On the other hand, such companies often provide new products
or services that enable them to capture a dominant or important market
position, or have a special area of expertise, or are able to take
advantage of changes in demographic factors in a more profitable way than
other companies.
Foreign Securities
The Fund may purchase foreign securities that are listed on a
domestic or foreign securities exchange or are represented by American
Depository Receipts listed on a domestic securities exchange, or traded
in the U.S. over-the-counter market. The Fund has no restrictions on the
amount of its assets that may be invested in foreign securities, and may
purchase securities issued by issuers in any country, developed or
underdeveloped. If the Fund's securities are held abroad, the countries
in which such securities may be held and the sub-custodians holding them
in most cases must be approved by the Fund's Board of Trustees under
applicable SEC rules. 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. See "Foreign
Securities" in the Additional Statement for more information about the
possible rewards and risks of investing in foreign securities. In
summary, such risks may include foreign taxation, changes in currency
rates or currency blockage, currency exchange costs, greater volatility
and less liquidity than investments in domestic securities, and
differences between domestic and foreign legal, auditing, brokerage and
economic standards.
Small, Unseasoned Companies
The Fund may invest in securities of small, unseasoned companies
(which are issuers that, together with any predecessors, have been in
operation for less than three years), as well as in securities of more
established companies. In view of the volatility of price movements of
the former, the Fund currently intends to invest no more than 10% of its
total assets in securities of small, unseasoned issuers, while reserving
the right to invest up to 20% of its assets in such issuers. The
securities of small, unseasoned companies may have a limited trading
market, which might adversely affect the Fund's ability to dispose of such
securities and can result in lower prices for such securities than might
otherwise be the case. If other investors holding the same securities as
the Fund sell them when the Fund attempts to dispose of its holdings, the
Fund might receive lower prices than might otherwise be obtained, because
of the thinner market for such securities.
Temporary Defensive Investments
In an uncertain investment environment, temporary defensive
investment methods may be stressed, such as debt securities, including
rated or unrated bonds and debentures, and preferred stocks or cash or
cash equivalents. The securities selected for such temporary defensive
purposes may include U.S. Treasury bills and other short-term obligations
of the U.S. Government, its agencies or instrumentalities, and commercial
paper rated at least "A-1" by Standard & Poor's Corporation ("Standard &
Poor's") or "Prime-1" by Moody's Investors Service, Inc. ("Moody's"). It
is expected that the emphasis of defensive security selection will be on
short-term debt securities (i.e., those maturing in one year or less from
the date of purchase), since such securities usually may be disposed of
quickly at prices not involving significant gains or losses. If any bonds
or debentures are purchased for defensive purposes, they will be rated at
least "A" by Standard & Poor's or Moody's, or, if unrated, will be of
equivalent quality in the opinion of the Manager.
Portfolio Turnover
The Fund may engage frequently in short-term trading. High portfolio
turnover and short-term trading involve correspondingly greater commission
expenses and transaction costs. See "Financial Highlights" for data about
the Fund's portfolio turnover rate. Also, see "Dividends, Distributions
and Taxes" in this Prospectus and "Tax Aspects of Covered Calls and
Hedging Instruments" under "Investment Objective and Policies" in the
Additional Statement for a further discussion of the tax effects of short-
term trading.
Special Investment Methods
Special Risk Considerations - Borrowing
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 (on which the Fund will pay interest), subject to the 300% asset
coverage requirement as to such loans under the Investment Company Act of
1940, as amended (the "Investment Company Act"). Purchasing securities
with borrowed funds is a speculative investment method known as
"leverage." There are risks associated with leveraging purchases of
portfolio securities by borrowing, including possible reduction of income
and increased fluctuation of net asset value per share. For further
discussion of such risks and other details, see "Investment Objective and
Policies - Borrowing" in the Additional Statement.
Warrants
The Fund may invest up to 5% of its net assets in warrants (other
than those that have been acquired in units or attached to other
securities). No more than 2% of the Fund's assets may be invested in
warrants that are not listed on the New York or American Stock Exchanges.
Warrants are options to purchase equity securities at specific prices
valid for a specific period of time. Those prices do not necessarily move
in a manner parallel to the prices of the underlying securities. The
price paid for a warrant will be foregone unless the warrant is exercised
prior to its expiration. Warrants have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Special Situations
The Fund may invest without limit in "special situations" that the
Manager believes present opportunities for capital growth. A "special
situation" exists when a merger, reorganization, or other unusual
development is expected to occur which, in the opinion of the Manager, may
prompt an increase in the value of a company's securities regardless of
general business conditions or the movement of the market as a whole.
There is a risk that the price of the security may decline if the
anticipated development fails to occur.
Derivatives
The most common derivatives, also known as structured financial
products, in which the Fund may invest include: (i) index-linked notes
whose final payouts are dependent upon the performance of one or more
market indices, and (ii) relative performance options whose cash
settlement is a function of the differential returns between two market
indices. A risk of these derivatives is a decline in value of the
underlying instrument due to adverse movements in the index.
Illiquid and Restricted Securities
The Fund will not purchase or otherwise acquire any security that may
be illiquid by virtue of the absence of a readily available market or
because its disposition would be subject to legal or contractual
restrictions on resale ("restricted securities") if, as a result, more
than 15% of its net assets would be invested in illiquid securities
(including repurchase agreements maturing in more than seven days, over-
the-counter options held by the Fund, and that portion of Fund assets used
to cover such options). This policy does not limit purchases of
restricted securities eligible for resale to qualified institutional
purchasers pursuant to Rule 144A under the Securities Act of 1933 that are
determined to be liquid by the Board of Trustees, or by the Manager under
Board-approved guidelines. Such guidelines take into account trading
activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest
in particular Rule 144A securities, the Fund's holdings of those
securities may be illiquid. There may be undesirable delays in selling
such securities at prices representing their fair value. See "Illiquid
and Restricted Securities" in the Additional Statement for further
details. The Fund currently intends to invest no more than 10% of its net
assets in illiquid and restricted securities, excluding securities
eligible for resale pursuant to Rule 144A.
Loans of Portfolio Securities
To attempt to increase its income for liquidity purposes, the Fund
may lend its portfolio securities (other than in repurchase transactions)
to qualified borrowers if the loan is collateralized in accordance with
applicable regulatory requirements and if, after any loan, the value of
the securities loaned does not exceed 25% of the value of the Fund's total
assets. The Fund presently does not intend that the value of securities
loaned will exceed 5% of the value of the Fund's total assets in the
coming year. See "Loans of Portfolio Securities" in the Additional
Statement for further information on securities loans.
Repurchase Agreements
The Fund may acquire securities subject to repurchase agreements to
generate income for liquidity purposes to meet anticipated redemptions,
or pending the investment of proceeds from sales of Fund shares or
settlement of purchases of portfolio investments. 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 purchase
price to fully collateralize the repayment obligation. However, if the
seller of the securities fails to pay the agreed-upon repurchase price on
the delivery date, the Fund's risks may include the costs of disposing
of collateral, and losses that might result from any delay in foreclosing
on the collateral. There is no limit on the amount of the Fund's net
assets that may be subject to repurchase agreements having a maturity of
seven days or less. The Fund will not enter into a repurchase transaction
which will cause more than 10% of the Fund's net assets to be subject to
repurchase agreements having a maturity of more than seven days. See
"Repurchase Agreements" in the Additional Statement for further
information.
Covered Call Options and Hedging
The Fund may write (i.e., sell) covered call options to generate
income for liquidity or defensive reasons. For hedging purposes, the Fund
may purchase certain put and call options, Stock Index Futures (described
below), and options on Stock Index Futures and broadly-based stock
indices, all of which are referred to as "Hedging Instruments." In
general, the Fund may use Hedging Instruments: (1) to attempt to protect
against declines in the market value of the Fund's portfolio securities
or Stock Index Futures, and thus protect the Fund's net asset value per
share against downward market trends, or (2) to establish a position in
the equity securities markets as a temporary substitute for purchasing
particular equity securities. The Fund will not use Hedging Instruments
for speculation. The covered calls and Hedging Instruments the Fund may
use are described below and in greater detail under "Covered Calls and
Hedging" in the Additional Statement.
-- Writing Covered Call Options. The Fund may write call options
("calls") if: (i) the calls are listed on a domestic securities or
commodities exchange or quoted on the Automated Quotation System of the
National Association of Securities Dealers, Inc. ("NASDAQ"), and (ii) the
calls are "covered" (i.e., the Fund owns the securities or Futures subject
to the call or other securities acceptable for applicable escrow
arrangements) while the call is outstanding. A call written on a Stock
Index Future must be covered by deliverable securities or segregated
liquid assets to satisfy the Futures Contract.
-- Purchasing Puts and Calls. The Fund may purchase put options
("puts") which relate to securities or Stock Index Futures (whether or not
it holds such securities or Stock Index Futures in its portfolio), or
broadly-based stock indices. The Fund may purchase calls as to
securities, securities indices or Stock Index Futures, or to effect a
"closing purchase transaction" to terminate its obligation as to a call
it has previously written. A call or put may be purchased only if, after
such purchase, the value of all put and call options held by the Fund
would not exceed 5% of the Fund's total assets.
-- Writing Puts. The Fund may write puts on securities, securities
indices or Futures only if such puts are covered by segregated liquid
assets. The Fund may not write puts if, as a result, more than 50% of the
Fund's net assets would be required to be segregated liquid assets.
-- Foreign Currency Options. The Fund may purchase and write puts
and calls on foreign currencies that are traded on a securities or
commodities exchange or an over-the-counter market, or quoted by major
recognized dealers in such options, for the purpose of protecting against
declines in the dollar value of foreign securities and against increases
in the dollar cost of foreign securities to be acquired. However, in the
event of currency rate fluctuations adverse to the Fund's position, it
would lose the premium it paid and incur transactions costs.
-- Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price. The Fund may enter into a
Forward Contract in order to "lock in" the U.S. dollar price of a security
denominated in a foreign currency which it has purchased or sold but which
has not yet settled, or to protect against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and a
foreign currency. There is a risk that use of Forward Contracts may
reduce the gain that would otherwise result from a change in the
relationship between the U.S. dollar and a foreign currency.
-- Stock Index Futures. The Fund may buy and sell futures contracts
only if they relate to broadly-based stock indices ("Stock Index
Futures"). A stock index is "broadly-based" if it includes stocks that
are not limited to issuers in any particular industry or group of
industries. Stock Index Futures 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 underlying
stocks in the index is made.
-- Interest Rate Swap Transactions. The Fund may enter into interest
rate swaps. In an interest rate swap, the Fund and another party exchange
their respective commitments to pay or receive interest on a security,
(e.g., an exchange of floating rate payments for fixed rate payments).
The Fund will not use interest rate swaps for leverage. Swap transactions
will be entered into only as to security positions held by the Fund. The
Fund may not enter into swap transactions with respect to more than 50%
of its total assets. The Fund will segregate liquid assets equal to the
net excess, if any, of its obligations over its entitlements under the
swap and will mark to market that amount daily. There is a risk of loss
on a swap equal to the net amount of interest payments that the Fund is
contractually obligated to make. The credit risk of an interest rate swap
depends on the counterparty's ability to perform.
-- Risks of Options and Futures Trading. "Covered Calls and Hedging
Instruments" in the Additional Statement contains more information about
options and Futures, including the payment of premiums for options trades,
and on the tax effects, risks and possible benefits to the Fund from
options trading, and information as to the Fund's other limitations on
investment in Futures and options thereon. The principal risks of Futures
trading are: (a) possible imperfect correlation between the prices of the
Futures and the market value of the Fund's portfolio securities; (b)
possible lack of a liquid secondary market for closing out a Futures
position; (c) the need for additional skills and techniques beyond those
required for normal portfolio management; and (d) losses resulting from
market movements not anticipated by the Manager. There are certain risks
in writing calls. If a call written by the Fund is exercised, the Fund
forgoes any profit from any increase in the market price above the call
price of the underlying investment on which the call was written.
Short Sales Against-the-Box
The Fund may not sell securities short except in "short sales
against-the-box." Such short sales are subject to the limits described
in "Investment Restrictions," below. See "Short Sales Against-the-Box"
in the Additional Statement for further details.
Investment Restrictions
The Fund has certain investment restrictions which, together with its
investment objective, are fundamental policies. Under some of those
restrictions the Fund cannot: (1) invest in securities (except those of
the U.S. Government or its agencies or instrumentalities) of any issuer
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; (2) make short sales
of securities except "short sales against-the-box"; in such short sales,
at all times during which a short position is open, the Fund must own an
equal amount of such securities, or by virtue of ownership of securities
have the right, without payment of further consideration, to obtain an
equal amount of the securities sold short; no more than 15% of the Fund's
net assets will be held as collateral for such short sales at any one
time; (3) 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; or (4) deviate from
the percentage requirements listed under "Special Investment Methods"
(other than those applicable to illiquid securities), from the limitations
as to the type of calls the Fund may write in "Writing Covered Call
Options," or from the restrictions as to what foreign securities may be
purchased as described in "Foreign Securities." The percentage
restrictions described above and in the Additional Statement apply only
at the time of investment and require no action by the Fund as a result
of subsequent changes in value of an investment or the size of the Fund.
A supplementary list of investment restrictions is contained in the
Additional Statement.
Management Of The Fund
The Fund's Board of Trustees has overall responsibility for the
management of the Fund under the laws of Massachusetts governing the
responsibilities of trustees of business trusts. "Trustees and Officers"
in the Additional Statement identifies the Fund's Trustees and officers
and provides certain information about them. Subject to the authority of
the Board of Trustees, the Manager is responsible for day-to-day
management of the Fund's business, supervises the investment operations
of the Fund and the composition of its portfolio and furnishes advice and
recommendations with respect to investments, investment policies and the
purchase and sale of securities, pursuant to an investment advisory
agreement (the "Agreement") with the Fund.
Under the Agreement, the Fund pays a monthly management fee to the
Manager computed on the net assets of the Fund at the close of business
each day at the following annual rates, which are higher than those paid
by most other investment companies: 0.75% of the first $200 million of 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% of average net assets over $800
million.
The Agreement contains provisions relating to portfolio transactions,
including the selection of brokers and dealers ("brokers") for the Fund's
portfolio transactions. Subject to the Agreement, the Manager may
consider sales of shares of the Fund and other investment companies
advised by the Manager or its affiliates as a factor in the selection of
brokers for the Fund's portfolio transactions. "Investment Management
Services" in the Additional Statement contains more information about the
Agreement, including a description of expense assumption arrangements,
exculpation provisions and brokerage practices of the Fund.
Paul LaRocco, an Assistant Vice President of the Manager, serves as
the acting Portfolio Manager of the Fund, for which he has acted as
associate portfolio manager since January, 1993, when he joined the
Manager. He also serves as the Portfolio Manager for the Capital
Appreciation Fund of Oppenheimer Variable Account Funds and as acting
Portfolio Manager of Oppenheimer Time Fund. Prior to joining the Manager,
Mr. LaRocco was a securities analyst for Columbus Circle Investors, an
investment advisor, prior to which he was an investment analyst for
Chicago Title & Trust Company. For more information about the Trustees
and Officers of the Fund see "Trustees and Officers" in the Additional
Statement.
The Manager has operated as an investment adviser since April 30,
1959. The Manager and its affiliates currently advise U.S. investment
companies with assets aggregating over $26 billion as of December 31,
1993, and having more than 1.8 million shareholder accounts. The Manager
is owned by Oppenheimer Acquisition Corp., a holding company owned in part
by senior management of the Manager and ultimately controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company that also advises pension plans and investment companies.
How To Buy Shares
Alternative Sales Arrangements
Two classes of shares of the Fund are offered under the Fund's
"Alternative Sales Arrangements." The investor may elect to purchase
shares with a sales charge imposed (1) at the time of purchase or on a
contingent deferred basis on redemption of shares purchased in amounts
over $1 million (the "Class A shares"), or (2) on a contingent deferred
basis (the "Class B shares"). Only certain institutional investors may
elect to purchase a third class of shares at net asset value (the "Class
Y shares"). The contingent deferred sales charge will be imposed on most
redemptions of Class B shares within six years of purchase. The
Alternative Sales Arrangements permit an investor to choose the method of
purchasing shares that is more beneficial to that investor depending on
the amount of the purchase, the length of time the investor expects to
hold the shares and other relevant circumstances. The Fund's distributor,
Oppenheimer Funds Distributor, Inc. (the "Distributor"), will not
knowingly accept any order for $1 million or more for Class B shares of
one or more of the "Eligible Funds" listed in "Right of Accumulation"
below on behalf of a single investor (not including dealer "street name"
or omnibus accounts) because it generally will be more advantageous for
such investor to purchase Class A shares of such Eligible Fund(s) instead.
Investors should understand that the purpose and function of the deferred
sales charge and asset-based sales charges with respect to Class B shares
are the same as those of the initial sales charge with respect to Class
A shares. Any financial intermediary or other person entitled to receive
compensation for selling or servicing Fund shares may receive different
compensation with respect to one class of shares than the other.
The three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, as described in this
Prospectus, each class has different shareholder privileges and features.
For each class, the net income allocable to that class and the dividends
payable on its shares will be reduced by incremental expenses borne solely
by that class, including the asset-based sales charge to which Class B
shares are subject and the service plan fees to which Class A and Class
B shares are subject. For further information, see "Purchase, Redemption
and Pricing of Shares" in the Additional Statement.
The Fund's Class A and Class B shares may be purchased through any
dealer or broker that has a sales agreement with the Distributor, a
subsidiary of the Manager. There are two ways to make an initial
investment in Class A and Class B shares: either (1) complete an
OppenheimerFunds New Account Application and mail it with payment to the
Distributor at P.O. Box 5270, Denver, Colorado 80217 (if no dealer or
broker is named in the Application, the Distributor will be listed as the
dealer of record), or (2) order the shares through your dealer or broker.
Be certain to specify whether you wish to purchase Class A shares or Class
B shares. If no such instructions are provided, initial investments will
be made in Class A shares and subsequent investments will be made in the
same class as the most recent previous investment.
The minimum initial investment in Class A or Class B shares is
$1,000, except as otherwise described in this Prospectus. Subsequent
purchases must be at least $25 and may be made (1) through authorized
dealers or brokers, (2) by forwarding payment to the Distributor at the
above address with the names of all account owners, the account number and
the name of the Fund, (3) automatically through Asset Builder Plans or by
telephone using AccountLink or PhoneLink, described below, or (4) by
telephone using AccountLink, described below. Under an Asset Builder
Plan, Automatic Exchange Plan, military allotment plan or 403(b)(7)
custodial plan, initial and subsequent investments must be at least $25.
The minimum initial and subsequent purchase requirements are waived on
purchases made by reinvesting dividends from any of the "Eligible Funds"
listed in "Right of Accumulation," below, or by reinvesting distributions
from unit investment trusts for which reinvestment arrangements have been
made with the Distributor. No share certificates will be issued for Class
B or Class Y shares, and no share certificates will be issued for Class
A shares unless specifically requested in writing by an investor or the
dealer or broker.
The net asset value per share of each class is determined as of 4:00
P.M. (all references to time in this Prospectus mean New York time) each
day the New York Stock Exchange is open (a "regular business day") by
dividing the value of the Fund's net assets attributable to that class by
the number of shares of that class outstanding. The Fund's Board of
Trustees has established procedures for valuing the Fund's securities.
In general, those valuations are based on market value, with special
provisions for: (i) securities not having readily-available market
quotations; (ii) short-term debt securities; and (iii) covered calls and
Hedging Instruments. Further details are in "Purchase, Redemption and
Pricing of Shares" in the Additional Statement. The net asset values per
share of Class A, Class B and Class Y shares will differ due to
differences in expenses borne by each class, as discussed under "Purchase,
Redemption and Pricing of Shares - Multiple Class Methodology" in the
Additional Statement.
All purchase orders received by the Distributor at its address in
Denver, Colorado, prior to 4:00 P.M. on a regular business day are
processed at that day's offering price. However, an order received by the
Distributor from a dealer or broker after the offering price is determined
that day will receive such offering price if the order was received by the
dealer or broker from its customer prior to 4:00 P.M. and was transmitted
to and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Purchase orders received on other than a regular
business day will be executed on the next succeeding regular business day.
The Distributor, in its sole discretion, may accept or reject any order
for the purchase of the Fund's shares. The sale of shares will be
suspended during any period in which the determination of net asset value
is suspended and may be suspended by the Board of Trustees whenever the
Board judges it in the best interest of the Fund to do so.
Class A Shares
Class A shares are sold at their offering price, which (as that term
is used in this Prospectus and the Additional Statement) is net asset
value plus a front-end sales charge, except that as to certain purchases
described below that are not subject a front-end sales charge, the
offering price is net asset value. The offering price is determined as
of 4:00 P.M. each regular business day. Class A shares may not be
converted into Class B or Class Y shares.
The table below shows the regular front-end sales charge rates for
Class A shares for a "single purchaser" (defined below), together with
the dealer discounts paid to authorized dealers and the agency commission
paid to authorized brokers (collectively, "commissions"):
- ------------------------------------------------------------------
Front-End
Front-End Sales
Sales Charge as
Charge as Approximate
Percentage Percentage Commission as
of Offering of Amount Percentage of
Amount of Purchase Price Invested Offering Price
- ------------------ ----------- ----------- --------------
Less than $50,000 4.75% 4.98% 4.00%
- ------------------------------------------------------------------
$50,000 or more but
less than $100,000 4.50% 4.71% 4.00%
- ------------------------------------------------------------------
$100,000 or more but
less than $250,000 3.50% 3.63% 3.00%
- ------------------------------------------------------------------
$250,000 or more but
less than $500,000 2.50% 2.56% 2.25%
- ------------------------------------------------------------------
$500,000 or more but
less than $1 million 2.00% 2.04% 1.80%
- ------------------------------------------------------------------
$1 million or more None* None* None*
- ------------------------------------------------------------------
* See, "Class A Contingent Deferred Sales Charge" below.
Under certain circumstances, commissions up to the amount of the
entire sales charge may be paid to dealers or brokers, who might then be
deemed to be "underwriters" as defined in the Securities Act of 1933.
Commission rates may vary among the funds for which the Manager and its
affiliates act as investment advisers.
The Distributor may advance up to 13 months' commissions to dealers
that have entered into special arrangements with the Distributor as to
purchases made by their clients under Oppenheimer Asset Builder Plans.
If a registered representative of a securities dealer sells more than $2.5
million of Class A shares of "Eligible Funds" other than "Money Market
Funds" (each as defined below) in a calendar year, the dealer firm is
eligible to send such representative, with a guest, to a three-day sales
conference (generally held in a resort), if one is sponsored and held by
the Distributor; or in lieu of sending such representative, that firm may,
at its option, receive the equivalent cash value of such award as
additional commission. The Distributor may, from time to time, enter into
arrangements with specific dealers whereby the Distributor may make
additional payments to that dealer based, in part, on that dealer meeting
certain sales criteria. Such additional payments may be based on sales
for a specific period of time, shares of certain or all of the "Eligible
Funds" held by the dealer and/or its customers or some combination
thereof.
Dealers whose sales of Class A shares of "Eligible Funds" other than
"Money Market Funds" under OppenheimerFunds-sponsored 403(b)(7) custodial
plans (which must be held in accounts registered in the name of a
custodian for such plans) exceed a rate of $5 million per year, calculated
per calendar quarter, will receive monthly one-half of the Distributor's
retained commission on such sales. Dealers whose sales of such plans
exceed a rate of $10 million per year, calculated per calendar quarter,
will receive the Distributor's entire retained commission on such sales;
such dealers also may deemed to be "underwriters" as described above.
-- Class A Contingent Deferred Sales Charge. On purchases of Class
A shares of any one or more of the "Eligible Funds" by a "single
purchaser" (defined below in "Right of Accumulation") aggregating $1
million or more, the Distributor will pay authorized dealers an amount
equal to 1.0% of the first $2.5 million of such purchases, plus 0.50% of
the next $2.5 million, plus 0.25% of such purchases in excess of $5
million. A contingent deferred sales charge (the "Class A CDSC") will be
deducted from the redemption proceeds of shares as to whose purchase the
Distributor has made such payments to dealers if the shares are redeemed
within 18 months of the end of the calendar month of their purchase. The
Class A CDSC shall be an amount equal to 1.0% of the lesser of the
aggregate net asset value of the redeemed shares (not including shares
purchased by reinvestment of dividends or capital gains) or the original
cost of such shares. However, the total Class A CDSC paid on such shares
will not exceed the aggregate commissions paid to dealers on all Class A
shares of "Eligible Funds" purchased subject to a Class A CDSC by that
"single purchaser."
The Class A CDSC does not apply to purchases at net asset value
described in "Other Circumstances" below and will be waived in the case
of redemptions of shares made for: (i) retirement distributions (or loans)
to participants or beneficiaries from retirement plans qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code") or from Individual Retirement Accounts ("IRAs"),
403(b)(7) plans, deferred compensation plans created under Section 457 of
the Code or other employee benefit plans (collectively, "Retirement
Plans"); (ii) returns of excess contributions to such Retirement Plans;
(iii) Automatic Withdrawal Plan payments limited to no more than 12% of
the original account value annually; and (iv) involuntary redemptions of
shares by operation of law or under procedures set forth in the Trust's
Declaration of Trust or as adopted by the Board of Trustees. See
"Transfers of Shares" in "Purchase, Redemption and Pricing of Shares" in
the Additional Statement for further details.
Some or all of the proceeds of redeemed shares on which a Class A
CDSC was paid at the time of redemption and which are subsequently
reinvested under the "Reinvestment Privilege" (described below) may be
reinvested within six months of redemption without sales charge at net
asset value on the reinvestment date if the investor notifies the
Distributor that the privilege applies. Additionally, no Class A CDSC is
charged on exchanges, pursuant to the Fund's Exchange Privilege (described
below), of shares purchased subject to a Class A CDSC, except that if the
Class A shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged shares,
the Class A CDSC will apply. In determining whether a Class A CDSC is
payable, and the amount of any such Class A CDSC, shares not subject to
a Class A CDSC are redeemed first, including shares purchased by
reinvestment of dividends and capital gains distributions, and then other
shares are redeemed in the order of purchase.
Reduced Sales Charges for Class A Purchases
The Class A sales charge rates in the table above may be reduced as
follows:
-- Right of Accumulation. In calculating the sales charge rate
applicable to current purchases of Class A shares, a "single purchaser"
(defined below) is entitled to accumulate current purchases with the
greater of: (1) amounts previously paid for or (2) the current value (at
offering price) of Class A shares of the Fund and of certain other
"Eligible Funds" if sold subject to an initial sales charge and if the
investment is still held in one of the Eligible Funds. The Eligible Funds
are those for which the Distributor or an affiliate acts as the
distributor and include the following: (i) the Fund, Oppenheimer Tax-Free
Bond Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer California
Tax-Exempt Fund, Oppenheimer Pennsylvania Tax-Exempt Fund, Oppenheimer
Florida Tax-Exempt Fund, Oppenheimer New Jersey Tax-Exempt Fund,
Oppenheimer Insured Tax-Exempt Bond Fund, Oppenheimer Intermediate Tax-
Exempt Bond Fund, Oppenheimer Champion High Yield Fund, Oppenheimer High
Yield Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Asset
Allocation Fund, Oppenheimer U.S. Government Trust, Oppenheimer Mortgage
Income Fund, Oppenheimer Government Securities Fund, Oppenheimer Global
Bio-Tech Fund, Oppenheimer Global Environment Fund, Oppenheimer Global
Growth & Income Fund, Oppenheimer Global Fund, Oppenheimer Fund,
Oppenheimer Time Fund, Oppenheimer Target Fund, Oppenheimer Special Fund,
Oppenheimer Equity Income Fund, Oppenheimer Main Street Income & Growth
Fund, Oppenheimer Main Street California Tax-Exempt Fund, Oppenheimer Gold
& Special Minerals Fund, Oppenheimer Value Stock Fund, Oppenheimer
Investment Grade Bond Fund, Oppenheimer Strategic Income Fund, Oppenheimer
Strategic Income & Growth Fund, Oppenheimer Strategic Investment Grade
Bond Fund, Oppenheimer Strategic Diversified Income Fund and Oppenheimer
Strategic Short-Term Income Fund; and (ii) the following "Money Market
Funds": Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial Money Market Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial America Fund, L.P.,
Oppenheimer Money Market Fund, Inc., Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves and Oppenheimer Tax-Exempt Cash Reserves. There
is an initial sales charge on the purchase of shares of each Eligible Fund
except the Money Market Funds (under certain circumstances described
above, redemption proceeds of Money Market Fund shares may be subject to
a CDSC). The reduced sales charge applies only to current purchases.
The term "single purchaser" refers to: (i) an individual, (ii) an
individual and spouse purchasing shares of the Fund for their own account
or for trust or custodial accounts for their minor children, or (iii) a
trustee or other fiduciary purchasing for any one trust, estate or other
fiduciary account, including employee benefit plans created under Sections
401 or 457 of the Internal Revenue Code, including related plans of the
same employer. To be entitled to a reduced sales charge under the Right
of Accumulation, at the time of purchase the purchaser must ask the
Distributor for such entitlement and provide the account number(s) for
shares of Eligible Funds owned by the "single purchaser," and the ages of
any minor children for whom shares are held.
-- Letter of Intent. By initially investing at least $1,000 and
submitting a Letter of Intent to the Distributor, a "single purchaser" may
purchase Class A shares of the Fund and other Eligible Funds (other than
Money Market Funds) during a 13-month period at the reduced sales charge
rates or at net asset value but subject to the Class A CDSC (described
above), if applicable, applying to the aggregate amount of the intended
purchases stated in the Letter. The Letter may apply to purchases made
up to 90 days before the date of the Letter. The Fund and the Distributor
reserve the right to amend or terminate such program at any time. For
further details, including escrow provisions, see "Letters of Intent" in
the Additional Statement.
-- Other Circumstances. No sales charge is imposed on Class A shares
of the Fund: (i) sold to the Manager or its affiliates, or to present and
former officers, trustees or directors and employees (and their "immediate
families," as defined in "Reduced Sales Charges" in the Additional
Statement) of the Fund, the Manager and its affiliates, and to retirement
plans established by them for employees; (ii) issued in plans of
reorganization, such as mergers, asset acquisitions and exchange offers,
to which the Fund is a party; (iii) sold to registered investment
companies or to separate accounts of insurance companies having an
agreement with the Manager or the Distributor; (iv) sold to dealers or
brokers that have a sales agreement with the Distributor, for their own
account or for retirement plans for their employees, or sold to employees
(and their spouses) of such dealers or brokers or of banks, savings and
loan associations or credit unions that have entered into a sales
arrangement with such dealer or broker or the Distributor (and are
identified to the Distributor by such dealer or broker); the purchasers
must certify to the Distributor at the time of purchase that such purchase
is for their own account (or for the benefit of such employees' spouses
or minor children); (v) purchased by the reinvestment of (a) loan
repayments by a participant in a retirement plan for which the Manager or
an affiliate acts as sponsor, or (b) dividends or other distributions
reinvested from the Fund or other "Eligible Funds" (other than the Cash
Reserves Funds) or unit investment trusts for which reinvestment
arrangements have been made with the Distributor; (vi) sold to dealers,
brokers or registered investment advisers that have entered into an
agreement with the Distributor providing specifically for the use of Fund
shares in particular investment products made available to clients of the
dealer, broker or investment adviser; or (vii) sold to dealers, brokers
or registered investment advisers that have entered into an agreement with
the Distributor providing specifically for the sale of Fund shares to
certain defined contribution plans for which the dealer, broker or
registered investment adviser provides certain administrative services.
"Purchase, Redemption and Pricing of Shares - Reduced Sales Charges" in
the Additional Statement discusses this policy.
-- Class A Service Plan. The Fund has adopted a service plan (the
"Class A Plan") pursuant to Rule 12b-1 of the Investment Company Act
pursuant to which the Fund will reimburse the Distributor quarterly for
all or a portion of its costs incurred in connection with the personal
service and maintenance of accounts that hold Class A shares. The
Distributor will use such fees received from the Fund: (i) to compensate
dealers, brokers, banks, or other institutions (collectively,
"Recipients") each quarter for providing personal service and maintenance
of accounts that hold Class A shares; and (ii) to reimburse itself (to the
extent authorized by the Board of Trustees) for its other expenditures
under the Plan and for its direct costs for personal service and
maintenance of accounts. The services to be provided under the Class A
Plan include, but shall not be limited to, the following: answering
routine inquiries from the Recipient's customers concerning the Fund,
providing such customers with information on their investment in Class A
shares, assisting in establishing and maintaining accounts or sub-accounts
in the Fund, making the Fund's investment plans and dividend payment
options available, and providing such other information and customer
liaison services and the maintenance of accounts as the Distributor or the
Fund may reasonably request. Payments by the Distributor to Recipients
will be made quarterly at an annual rate not to exceed 0.25% of the
average aggregate net asset value of Class A shares owned by the Recipient
or its customers. Any unreimbursed expenses incurred during any quarter
by the Distributor may not be recovered in later periods. The Fund will
not be charged for any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor.
The Class A Plan has the effect of increasing annual expenses of the
Fund by up to 0.25% of its average annual net assets from what its expense
would otherwise be. In addition, the Manager and the Distributor may,
under the Class A Plan, from time to time from their own resources (which,
as to the Manager, may include profits derived from the advisory fee it
receives from the Fund) make similar payments to Recipients for
distribution and administrative services they perform. For further
details, see "Distribution and Service Plans" in the Additional
Statement.
Class B Shares
Class B shares are sold at net asset value per share without the
imposition of a sales charge at the time of purchase.
-- Class B Contingent Deferred Sales Charge. A contingent deferred
sales charge (the "Class B CDSC") will be deducted from the redemption
proceeds of Class B shares redeemed within six years of their purchase
(not including shares purchased by reinvestment of dividends or capital
gains). The charge will be assessed on an amount equal to the lesser of
the then current net asset value or the original purchase price of the
Class B shares being redeemed. Accordingly, no Class B CDSC will be
imposed on amounts representing increases in net asset value above the
initial purchase price (including increases due to reinvestment of
dividends or capital gains). In determining whether a Class B CDSC
applies to a redemption, Class B shares are redeemed in the following
order: (1) those acquired pursuant to reinvestment of dividends or
distributions, (2) those held for over six years, and (3) those held
longest during the six year period.
Proceeds from the Class B CDSC are paid to the Distributor to
reimburse it for its expenses related to providing distribution-related
services to the Fund in connection with the sale of Class B shares. The
combination of the Class B CDSC and the distribution fee retained by the
Distributor (as described under "Class B Distribution and Service Plan")
facilitate the sale of Class B shares without a sales charge being
deducted at the time of purchase. Any Class B CDSC required to be imposed
on Class B share redemptions will be assessed according to the following
schedule:
Contingent Deferred
Years(s) Since Sales Charge in
Purchase Order That Year (as % of
Was Accepted Applicable Proceeds)
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 or more None
In the table above, a "year" is twelve months. In determining the
amount of the Class B CDSC that applies and when Class B shares convert
to Class A shares as described in the following paragraph, all purchases
shall be considered as having been made on the first regular business day
of the month in which the purchase was made. The Class B CDSC will be
waived upon the request of the investor in the case of redemptions of
shares following the death or disability of the shareholder(s) (as
evidenced by a determination of total disability by the U.S. Social
Security Administration). In addition, no CDSC is imposed on shares of
the Fund (i) sold to the Manager or its affiliates; (ii) sold to
registered investment companies or separate accounts of insurance
companies having an agreement with the Manager or the Distributor; (iii)
issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers to which the Fund is a party; or (iv) redeemed in
Involuntary Redemptions. See "Transfers of Shares" in "Purchase,
Redemption and Pricing of Shares" in the Additional Statement for further
details.
-- Class B Conversion Feature. At the end of seventy-two months
after an investor's purchase order for Class B shares is accepted, such
"Matured Class B shares" automatically will convert to Class A shares, on
the basis of the relative net asset value of the two classes, without the
imposition of any sales load or other charge. Each time any Matured Class
B shares convert to Class A shares, any Class B shares acquired by the
reinvestment of dividends or distributions on such Matured Class B shares
that are still held will also convert to Class A shares, on the same
basis. The conversion feature is intended to relieve holders of Matured
Class B shares of the asset-based sales charge under the Class B
Distribution and Service Plan after such shares have been outstanding long
enough that the Distributor may have been compensated for distribution
expenses related to such shares.
The conversion of Matured Class B shares to Class A shares is subject
to the continuing availability of a private letter ruling from the
Internal Revenue Service, or an opinion of counsel or a tax adviser, to
the effect that the conversion of Matured Class B shares does not
constitute a taxable event for the holder under Federal income tax law.
If such a private letter ruling or opinion is no longer available, the
automatic conversion feature may be suspended, in which event no further
conversions of Matured Class B shares would occur while such suspension
remained in effect. Although Matured Class B shares could then be
exchanged for Class A shares on the basis of the 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.
-- Class B Distribution and Service Plan. The Fund has adopted a
Distribution and Service Plan (the "Class B Plan") under Rule 12b-1 of the
Investment Company Act, pursuant to which it will compensate the
Distributor for its services and costs incurred in connection with the
distribution and service of the Fund's Class B shares. Pursuant to the
Class B Plan, the Fund will pay the Distributor an asset-based sales
charge of 0.75% per annum on Class B shares outstanding for six years or
less, plus a service fee of 0.25% per annum, each of which is computed on
the average net assets of Class B shares of the Fund computed as of the
close of each regular business day. Asset-based sales charges and service
fees will be paid by the Fund to the Distributor monthly and quarterly,
respectively.
The Distributor will use the service fee payment to compensate
Recipients for providing personal service and the maintenance of
shareholder accounts that hold Class B shares, examples of which are
described under "Class A Service Plan." Service fee payments by the
Distributor to Recipients will be made (i) in advance for the first year
Class B shares are outstanding, following the purchase of shares, in an
amount equal to 0.25% of the net assets of the shares purchased by the
Recipient or its customers and (ii) thereafter, on a quarterly basis,
computed as of the close of each business day at an annual rate of 0.25%
of the net asset value of Class B shares held in accounts of the Recipient
or its customers. Other terms and options under the Class B Plan for
payment of the service fee by the Distributor to Recipients, and other
terms and conditions of the Class B Plan are described under "Distribution
and Service Plans" in the Additional Statement.
The Distributor currently expects to pay sales commissions from its
own resources to authorized dealers or brokers at the time of sale equal
to 3.75% of the purchase price of Fund shares sold by such dealer or
broker, and to advance the first year service fee of 0.25%. The asset-
based sales charge payments by the Fund to the Distributor under the Class
B Plan are intended to allow it to recoup such sales commissions plus
service fees advanced. The Distributor anticipates that it will take a
number of years to recoup the sales commissions paid to authorized brokers
or dealers from the Fund's payments to the Distributor under the Class B
Plan.
Asset-based sales charge payments are designed to permit an investor
to purchase shares of the Fund without the assessment of a front-end sales
load and at the same time permit the Distributor to compensate brokers and
dealers in connection with the sale of shares of the Fund. The
Distributor's actual distribution expenses for any given year may exceed
the aggregate of payments received pursuant to the Class B Plan and
contingent deferred sales charges, and such expenses will be carried
forward and paid in future years. The Fund will be charged only for
interest expenses, carrying charges or other financial costs that are
directly related to the carry-forward of actual distribution
expenses.
The Class B Plan contains a provision which contractually obligates
the Fund to continue payments to the Distributor for certain expenses it
incurred for Class B shares sold prior to termination of the Class B Plan.
If the Class B Plan is terminated, the Distributor is entitled to continue
to receive the asset-based sales charge of 0.75% per annum on Class B
shares sold prior to termination until the Distributor has recovered its
Class B distribution expenses (incurred prior to termination) from such
payments and from the Class B CDSC.
The Fund believes that under current applicable accounting standards,
its obligation under the Class B Plan to pay any asset-based sales charges
in future periods is not required to be recognized as a liability. This
accounting standard is currently under review by the American Institute
of Certified Public Accountants ("AICPA"). In the future, if applicable
accounting standards should be deemed to require that obligation to be
recognized as a liability, a decrease in the net asset value per share of
Class B shares could result. Were that to occur, such decrease would
affect all Class B shares regardless of how long the shares were held and
the Board may consider other alternatives. Furthermore, Class B
shareholders would continue to remain subject to the Class B CDSC.
The Class B Plan has the effect of increasing annual expenses of
Class B shares of the Fund by up to 1.00% of the class's average annual
net assets from what its expenses would otherwise be. In addition, the
Manager and the Distributor may, under the Class B Plan, from time to time
from their own resources (which, as to the Manager, may include profits
derived from the advisory fee it receives from the Fund) make payments to
Recipients for distribution and administrative services they perform. For
further details, see "Distribution and Service Plans" in the Additional
Statement.
Purchase Programs for Class A and Class B Shares
-- AccountLink. OppenheimerFunds AccountLink is a means to link a
shareholder's Fund account with an account at a U.S. bank or other
financial institution that is an ACH member. AccountLink can be used to
transmit funds by electronic funds transfers for account transactions,
including subsequent share purchases. The minimum investment by
AccountLink is $25. Purchases of up to $250,000 may be made by telephone
using AccountLink (the maximum is $100,000 if the transaction is done by
PhoneLink, described below). To speak to service operators to initiate
such purchases, call the Distributor at 1-800-852-8457. All such calls
will be recorded. To initiate such purchases automatically using
PhoneLink, call 1-800-533-3310. Shares will be purchased on the regular
business day the Distributor is instructed to initiate the ACH transfer
to buy the shares. Dividends will begin to accrue on such shares on the
day the Fund receives Federal Funds for such purchase through the ACH
system before 4:00 P.M., which is normally three days after the ACH
transfer is initiated. If such Federal Funds are received after that
time, dividends will begin to accrue on the next regular business day
after such Federal Funds are received.
AccountLink may also be used as a means of transmitting redemption
proceeds to a designated bank account (see "How to Redeem Shares") or to
transmit distributions paid by the Fund directly to a bank account (see
"Dividends and Distributions"). AccountLink privileges must be requested
on the application used to buy shares or the dealer settlement
instructions establishing the account, or on subsequent signature-
guaranteed instructions to the Transfer Agent, from all shareholders of
record for an account, and such privileges thereupon apply to each
shareholder of record and the dealer representative of record unless and
until the Transfer Agent receives written instructions from a shareholder
of record canceling such privileges. Changes of bank account information
must be made by signature-guaranteed instructions to the Transfer Agent
by all shareholders of record for an account. The Transfer Agent, the
Fund and the Distributor have adopted reasonable procedures to confirm
that telephone instructions under AccountLink (described above) and under
"PhoneLink," "Telephone Redemptions" and the "Exchange Privilege"
(described below) are genuine, by requiring callers to provide the tax
identification number(s) and other account data by recording such calls
and confirming such transactions in writing. If the Transfer Agent and
the Distributor do not use such procedures, they may be liable for losses
due to unauthorized transactions, but otherwise will not be responsible
for losses of expenses arising out of telephone instructions reasonably
believed to be genuine. The Fund reserves the right to amend, suspend or
discontinue AccountLink privileges at any time without prior notice.
-- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system which enables shareholders of the Fund to initiate account
transactions automatically by telephone, including exchanges between
existing accounts (see "Exchange Privilege" below), redemptions (see "How
to Redeem Shares - Telephone Redemptions," below) and purchases (see
"AccountLink" above). PhoneLink transactions may be done automatically
using a touchtone telephone provided that the shareholder uses a Personal
Identification Number ("PIN") which may be obtained through PhoneLink by
calling 1-800-533-3310. If an account has multiple owners, the Transfer
Agent or the Distributor may rely on any instructions initiated through
PhoneLink using a PIN. The Fund reserves the right to amend, suspend or
discontinue PhoneLink privileges at any time without prior notice.
-- Asset Builder Plans. Investors may purchase shares of the Fund
(and up to four other Eligible Funds) automatically under Asset Builder
Plans. With AccountLink, Asset Builder Plans may be used to make regular
monthly investments ($25 minimum) from the investor's account at a bank
or other financial institution. See "AccountLink," above for details.
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 below in
"How To Redeem Shares." Asset Builder Plans also enable shareholders of
Oppenheimer Tax-Exempt Cash Reserves or Oppenheimer Cash Reserves to use
those accounts for monthly automatic purchases of shares of the Fund and
up to four other Eligible Funds.
There is a sales charge on the purchase of certain Eligible Funds,
and an application should be obtained from the Transfer Agent and
completed and a prospectus of the selected fund(s) (available from the
Distributor) should be obtained before initiating payments. The amount
of the Asset Builder investment may be changed or the automatic
investments terminated at any time by writing to the Transfer Agent. A
reasonable period (approximately 15 days) is required after 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.
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 Additional Statement 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 Redeem Shares
Regular Redemption Procedures
To redeem some or all shares in an account (whether or not
represented by certificates) under the Fund's regular redemption
procedures, a shareholder must send the following to the Fund's Transfer
Agent, Oppenheimer Shareholder Services, P.O. Box 5270, Denver, Colorado
80217 [send courier or Express Mail deliveries to 10200 E. Girard Avenue,
Building D, Denver, Colorado 80231]: (1) a written request for redemption
signed by all registered owners exactly as the shares are registered,
including fiduciary titles, if any, and specifying the account number and
the dollar amount or number of shares to be redeemed; (2) a guarantee of
the signatures of all registered owners on the redemption request or on
the endorsement on the share certificate or accompanying stock power, by
a U.S. bank, trust company, credit union or savings association, or a
foreign bank having 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, registered
securities association or clearing agency; (3) any share certificates
issued for any of the shares to be redeemed; and (4) any additional
documents which may be required by the Transfer Agent for redemption by
corporations, partnerships or other organizations, executors,
administrators, trustees, custodians, guardians or from an
OppenheimerFunds IRA or other retirement plan, or if the redemption is
requested by anyone other than the shareholder(s) of record. Transfers
of shares are subject to similar requirements.
A signature guarantee is not required for redemptions of $50,000 or
less, requested by and payable to all shareholders of record, to be sent
to the address of record for that account. To avoid delay in redemptions
or transfers, shareholders having any questions about these requirements
should contact the Transfer Agent in writing or by calling 1-800-525-7048
before submitting a request. From time to time the Transfer Agent in its
discretion may waive any or certain of the foregoing requirements in
particular cases. Redemption or transfer requests will not be honored
until the Transfer Agent receives all required documents in proper form.
Shareholders owning shares of both classes must specify whether they
intend to redeem Class A or Class B shares.
Telephone Redemptions
To redeem shares by telephone through a service representative, call
the Transfer Agent at 1-800-852-8457. To use PhoneLink to redeem shares
automatically, without a service representative, call 1-800-533-3310.
Under either method, redemption proceeds may be paid by check or through
AccountLink as described below. The Transfer Agent may record any calls.
Telephone redemptions may not be available if all lines are busy, and
shareholders would have to use the Fund's regular redemption procedures
described above. Requests received by the Transfer Agent prior to 4:00
P.M. on a regular business day will be processed at the net asset value
per share determined that day. Telephone redemption privileges are not
available for newly-purchased (within the prior 15 days) shares, for
OppenheimerFunds-sponsored retirement plans, or for shares represented by
certificates.
Telephone redemption privileges apply automatically to each
shareholder and the dealer representative of record unless the Transfer
Agent receives cancellation instructions from a shareholder of record.
If an account has multiple owners, the Transfer Agent may rely on the
instructions of any one owner. The Transfer Agent and the Fund will not
be responsible for the authenticity of any telephone instructions or for
any loss, damage, cost or expense arising out of any telephone
instructions for an account that the Transfer Agent reasonably believes
to be authentic. Telephone redemption privileges may be amended,
suspended or discontinued by the Fund at any time without prior notice.
-- Telephone Redemptions Paid by Check. For redemption proceeds paid
by check, amounts up to $50,000 may be redeemed by telephone, once in
every seven-day period, and the check must be payable to the
shareholder(s) of record and sent to the address of record for the
account. Telephone redemptions paid by check are not available within 30
days of change of the address of record.
-- Redemptions Paid through AccountLink. If AccountLink privileges
have been established for an account, any amount may be redeemed by
telephone, wire or written instructions to the Transfer Agent, and the ACH
transfer of the redemption proceeds to the designated bank account
normally will be initiated by the Transfer Agent on the next bank business
day after the redemption. There are no dollar or frequency limitations
on telephone redemptions sent to a designated bank account through
AccountLink. No dividends are paid on the proceeds of redeemed shares
awaiting transmittal by ACH transfer. See "AccountLink" under "How To Buy
Shares" for instructions on establishing this privilege.
Distributions from Retirement Plans
Requests for distributions from OppenheimerFunds-sponsored Retirement
Plans, IRAs, 403(b)(7) custodial plans, or pension or profit-sharing plans
for which the Manager or its affiliates act as sponsors should be
addressed to "First Interstate Bank of Denver, N.A., c/o Oppenheimer
Shareholder Services" at the above address, and 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 redemption requirements, above. Participants
(other than self-employed persons) in OppenheimerFunds-sponsored pension
or profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from such plans are subject to additional 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 Distributor, the Manager, 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 penalties assessed.
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 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 "Purchase Programs for Class A and Class B
Shares," above) 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 the 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
purchases while participating in an Automatic Withdrawal Plan. Class B
shareholders should not establish withdrawal plans because of the
imposition of the Class B CDSC on such withdrawals (except where the Class
B CDSC is waived as described in "Class B Contingent Deferred Sales
Charge"). The Fund cannot guarantee receipt of the payment on the data
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. For further details, refer
to "Automatic Withdrawal Plan Provisions" in the Additional Statement.
Shareholders can also authorize the Transfer Agent to exchange a pre-
determined amount of shares of the Fund for shares of up to five other
Eligible Funds (minimum $25 per fund account) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange Plan.
Exchanges made pursuant to such plans are otherwise subject to the
conditions and terms applicable to Exchanges described in "Exchange
Privilege," below.
Repurchase
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price will be the net asset
value next computed after the receipt of an order placed by such dealer
or broker, except that an order received by the Distributor from a dealer
or broker after 4:00 P.M. on a regular business day will be processed at
that day's net asset value if such order was received by the dealer or
broker from its customer prior to 4:00 P.M. and was transmitted to and
received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Payment ordinarily will be made within seven days
after the Distributor's receipt of the required documents, with
signature(s) guaranteed as described above.
Reinvestment Privilege
Within six months of a redemption, a shareholder may reinvest all or
part of the redemption proceeds of (i) Class A shares, or (ii) Class B
shares that were subject to the Class B CDSC when redeemed, in Class A
shares of the Fund or any of the Eligible Funds into which shares of the
Fund are exchangeable as described below, at the net asset value next
computed after receipt by the Transfer Agent of the reinvestment order.
The shareholder must ask the Distributor for such entitlement at the time
of reinvestment. A realized gain on the redemption is taxable, and
reinvestment will not alter any capital gains tax payable on that gain.
If there has been a loss on the redemption, some or all of the loss may
not be tax deductible, depending on the timing and amount of the
reinvestment in the Fund. 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 Eligible Fund within 90 days
of the payment of the sales charge, the shareholder's basis in the Fund
shares redeemed may not include the amount of the sales charge paid,
thereby reducing the loss or increasing the gain recognized from the
redemption. 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.
General Information on Redemptions
The redemption price will be the Fund's net asset value per share
next determined after the Transfer Agent receives all required documents
in proper form. The market value of the securities in the Fund's
portfolio is subject to daily fluctuations and the net asset value of the
Fund's shares will fluctuate accordingly. Therefore, the redemption value
may be more or less than the investor's cost. Under certain unusual
circumstances, shares may be redeemed in kind (i.e., by payment in
portfolio securities). The Fund may involuntarily redeem small accounts
if the account has fallen below $500 in value for reasons other than
market value fluctuations, and may redeem shares in amounts sufficient to
compensate the Distributor for any loss due to cancellation of a share
purchase order; for details, see "Purchase, Redemption and Pricing of
Shares" in the Additional Statement. Under the Internal Revenue Code, the
Fund may be required to impose "backup" withholding of Federal income tax
at the rate of 31% from dividends, distributions and redemption proceeds
(including exchanges), if the shareholder has not furnished the Fund a
certified tax identification number or has not complied with provisions
of the Code relating to reporting dividends.
Payment for redeemed shares is made ordinarily in cash and forwarded
within seven days of the Transfer Agent's receipt of redemption
instructions in proper form, except under unusual circumstances as
determined by the SEC. The Transfer Agent may delay forwarding a
redemption check for recently-purchased shares until the purchase payment
has cleared, which may take up to 15 or more days from the purchase date.
Such delay may be avoided if the shareholder arranges telephone or written
assurance satisfactory to the Transfer Agent from the bank on which the
purchase payment was drawn. The Fund makes no charge for redemptions.
Dealers or brokers may charge a fee for handling redemption transactions,
but such charge can be avoided by requesting the redemption directly by
the Fund through the Transfer Agent. Under certain circumstances, the
Class A and Class B CDSCs described above under "How to Buy Shares" may
apply to the proceeds of redemptions.
Exchanges of Shares and Retirement Plans for Class A and B Shares
Exchange Privilege
Shares of the Fund and of the other Eligible Funds listed under
"Right of Accumulation" may be exchanged at net asset value per share at
the time of exchange, without sales charge, if all of the following
conditions are met: (1) shares of the fund selected for exchange are
available for sale in the shareholder's state of residence; (2) the
respective prospectuses of the funds whose shares are to be exchanged and
acquired offer the Exchange Privilege to the shareholder; (3) newly-
purchased (by initial or subsequent investment) shares are held in an
account for at least seven days and all other shares at least one day
prior to the exchange; and (4) the aggregate net asset value of the shares
surrendered for exchange is at least equal to the minimum investment
requirement of the fund whose shares are to be acquired.
In addition to the conditions stated above, shares of a particular
class of Eligible Funds may be exchanged only for shares of the same class
of another Eligible Fund. If a Fund has only one class of shares that is
not otherwise denominated, its shares shall be considered "Class A" shares
for this purpose. Certain of the Eligible Funds offer Class A shares, but
Class B and Class Y shareholders should be aware that only a limited
number of those funds offer shares of those classes. The names of those
Eligible Funds can be obtained by calling the Distributor at 1-800-525-
7048, or by referring to "Purchase, Redemption and Pricing of Shares" in
the Additional Statement. In addition, Class A shares of Eligible Funds
may be exchanged for shares of any Money Market Fund; shares of any Money
Market Fund purchased without a sales charge may be exchanged for shares
of Eligible Funds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of Eligible
Funds subject to a CDSC); and shares of this Fund acquired by reinvestment
of dividends or distributions from any other Eligible Fund 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
Eligible Fund. No CDSC is imposed on exchanges of shares of either class
subject to a CDSC. However, when Class A shares acquired by exchange of
Class A shares purchased subject to a Class A CDSC are redeemed within 18
months of the end of the calendar month of the initial purchase of the
exchanged Class A shares, the Class A CDSC is imposed on the redeemed
shares (see "Class A Contingent Deferred Sales Charge," above), and the
Class B CDSC is imposed on Class B shares redeemed within six years at the
end of the calendar month of the initial purchase of the exchanged Class
B shares (see "Class B Contingent Deferred Sales Charge," above).
-- How to Exchange Shares. An exchange may be made by either: (1)
submitting an OppenheimerFunds Exchange Authorization Form to the Transfer
Agent, signed by all registered owners, or (2) telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer
representative of record for an account. The Fund may modify, suspend or
discontinue either of these exchange privileges at any time, and will do
so on 60 days' notice if such notice is required by regulations adopted
under the Investment Company Act. The Fund reserves the right to reject
telephone or written exchange requests submitted in bulk on behalf of 10
or more accounts. Telephone and written exchange requests must be
received by the Transfer Agent by 4:00 P.M. on a regular business day to
be effected that day. The number of shares exchanged may be less than the
number requested if the number requested would include shares subject to
a restriction cited above or shares covered by a certificate that is not
tendered with such request. Only the shares available for exchange
without restriction will be exchanged.
When Class B shares are redeemed to effect an exchange, the
priorities described in "How to Buy Shares" for the imposition of the
Class B CDSC will be followed in determining the order in which shares are
exchanged. Shareholders should take into account the effect of any
exchange on the applicability and rate of any CDSC that may be imposed in
the subsequent redemption of remaining shares. Shareholders among shares
of both classes must specify whether they intend to exchange Class A or
Class B shares.
-- Telephone Exchanges. Telephone exchange requests may either be
placed through a service representative by calling the Transfer Agent at
1-800-852-8457 or automatically by PhoneLink, by calling 1-800-533-3310.
If all telephone lines are busy (which might occur, for example, during
periods of substantial market fluctuations), shareholders might not be
able to request telephone exchanges and would have to submit written
exchange requests. Telephone exchange calls may be recorded by the
Transfer Agent. Telephone exchanges are subject to the rules described
above. By exchanging shares by telephone, the shareholder is
acknowledging receipt of a prospectus of the fund to which the exchange
is made and that for full or partial exchanges, any special account
features such as Asset Builder Plans, Automatic Withdrawal or Exchange
Plans and retirement plan contributions will be switched to the new
account unless the Transfer Agent is otherwise instructed. Telephone
exchange privileges automatically apply to each shareholder of record and
the dealer representative of record unless and until the Transfer Agent
receives written instructions from a shareholder of record canceling such
privileges. If an account has multiple owners, the Transfer Agent may
rely on instructions of any one owner. The Transfer Agent and the Fund
will not be responsible for the authenticity of telephone instructions nor
for any loss, damage, cost or expense arising out of any telephone
instructions for an account that the Transfer Agent reasonably believes
to be authentic. The Transfer Agent reserves the right to require
shareholders to confirm in writing their election of telephone exchange
privileges for an account. Shares acquired by telephone exchange must be
registered exactly as the account from which the exchange was made.
Certificated shares are not eligible for telephone exchange.
-- General Information on Exchanges. 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 in its discretion reserves the right to
refuse any exchange request that will disadvantage it (for example, if the
receipt of multiple exchange requests from a dealer might require the
disposition of securities at a time or at a price disadvantageous to the
Fund). No sales commissions are paid by the Distributor on exchanges of
shares unless a front-end sales charge is assessed on the exchange.
The Eligible Funds have different investment objectives and
policies. For complete information, including charges and expenses, a
prospectus of the fund into which the exchange is being made should be
read prior to an exchange. A $5 service charge will be deducted from the
account to which the exchange is made to help defray administrative
costs. That charge is waived for telephone exchanges made by PhoneLink
between existing accounts. Dealers or brokers who process exchange orders
on behalf of their customers may charge for their services. Those charges
may be avoided by requesting the Fund directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase
of shares. (See "How to Redeem Shares - Reinvestment Privilege" above,
for a discussion of certain tax effects of exchanges.)
Retirement Plans
The Distributor has available: (i) forms of pension and profit-
sharing plans for corporations and self-employed individuals; (ii)
Individual Retirement Accounts (IRAs) for salaried and self-employed
individuals, including Simplified Employee Pension Plans (SEP IRAs) and
Rollover IRAs; and (iii) 403(b)(7) custodial plans for employees of
qualified employers. Loans are permitted only from OppenheimerFunds
403(b)(7) plan accounts holding Class A shares. The minimum initial
investment for pension and profit-sharing plans is $250, and is also $250
for IRAs unless made under an Asset Builder Plan. When completing a plan
application include the name(s) of the fund(s) selected for investment,
and if electing more than one fund, the desired allocation between them.
For further details, including the administrative fees, the appropriate
retirement plan should be requested from the Distributor. The Fund
reserves the right to discontinue offering its shares to such plans at any
time without prior notice.
Dividends, Distributions And Taxes
This discussion relates solely to Federal tax laws and is not
exhaustive; a qualified tax adviser should be consulted. The Fund's
dividends and distributions may also be subject to state and local
taxation. See "Tax Aspects of Covered Calls and Hedging Instruments" and
"Performance, Dividend and Tax Information" in the Additional Statement
for information on tax aspects of the Fund's investments in Hedging
Instruments and other tax matters.
Dividends and Distributions
The Fund intends to declare dividends separately for Class A, Class
B and Class Y shares on an annual basis in December each year, on a date
set by the Board of Trustees. As current income is not an objective of
the Fund, the amount of dividends, if any, will likely be small. In
addition, distributions may be made annually in December out of any net
short-term or long-term capital gains realized from the sale of
securities, premiums from expired calls written by the Fund, and net
profits from hedging transactions, realized in the twelve months ending
on October 31st of that year. Any difference in the net asset values of
Class A, Class B and Class Y shares will be reflected in such
distributions. The Fund may make a supplemental distribution of capital
gains and ordinary income following the end of its fiscal year. Any long-
term capital gains distributions and any non-taxable return of capital
will be separately identified when tax information is distributed by the
Fund. 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.
All dividends and capital gains distributions are automatically
reinvested in Fund shares at net asset value, as of a date selected by the
Board of Trustees, unless the shareholder asks the Transfer Agent in
writing to pay dividends or capital gains distributions in cash, or to
reinvest them in another Eligible Fund, as described in "Performance,
Dividend and Tax Information" in the Additional Statement. That request
must be received prior to the record date for a dividend to be effective
as to that dividend. Under AccountLink, dividends and distributions may
be automatically transferred to a designated account at a financial
institution. See "AccountLink" in "How to Buy Shares" and the
OppenheimerFunds New Account Application for more details. 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 reinvested 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 upon market conditions. The composition of the Fund's
portfolio, expenses borne by the Fund, or borne separately by that class
as described in "Purchase, Redemption and Pricing of shares - Multiple
Class Methodology" in the Additional Statement. 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 shares are expected to be lower
than on Class A or Class Y shares on a pro rata basis as a result of the
asset-based sales charge on Class B shares, and such dividends also will
differ in amount as a consequence of any difference between the net asset
values of Class A, Class B and Class Y shares.
Tax Status of the Fund's Dividends and Distributions
Dividends paid by the Fund derived from net investment income or net
short-term capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. Long-term capital gains
distributions, if any, are taxable as long-term capital gains whether
received in cash or reinvested and regardless of how long Fund shares have
been held. An investor purchasing Fund shares immediately prior to the
declaration of a dividend or capital gains distribution will receive a
distribution subject to income tax, and the distribution will have the
effect of reducing the Fund's net asset value per share by the amount of
the distribution. For information as to "backup" withholding on
dividends, see "How to Redeem Shares," above
Tax Status of the Fund
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on
amounts paid by it as dividends and distributions. The Fund qualified
during its last fiscal year, and intends to so qualify in the current and
future years, but reserves the right not to do so. However, the Code
contains a number of complex tests relating to qualification which the
Fund might not meet in any particular year. For example, if the Fund
derives 30% or more of its gross income from the sale of securities held
less than three months, it may fail to qualify (see "Investment Objective
and Policies - Tax Aspects of Covered Calls and Hedging Instruments" in
the Additional Statement for more information). If it did not qualify,
the Fund would be treated for tax purposes as an ordinary corporation and
receive no tax deduction for dividends and distributions made to
shareholders.
Fund Performance Information
Total Return Information
From time to time the "average annual total return," "total return"
and "total return at net asset value" of the Fund may be advertised. The
Fund's "average annual total return" for a particular period is computed
by determining the average annual compounded rate of return over the
period, using the initial amount invested at the beginning of the period
and the redeemable value of the investment at the end of the period. The
"total return" of a class for a period is a cumulative rate of return over
the entire period, also using the initial amount invested and redeemable
value at the end of the period. In both cases, the payment of either the
current maximum initial sales charge applicable to Class A shares, or the
Class B CDSC applicable to the period for which the Class B shares are
outstanding, is taken into account with respect to the performance of that
class. The Fund may also quote a "total return at net asset value," which
is total return calculated without considering sales charges. The
redeemable value of the investment assumes that all dividends and capital
gains distributions have been reinvested at net asset value without sales
charge.
The Fund's "average annual total return," "total return" and "total
return at net asset value" indicate the investment results that an
investor would have experienced over the stated period from changes in
share price and reinvestment of dividends and distributions. All such
performance information is based on historical earnings and is not
intended to indicate future performance. Performance is calculated
separately for each class and will differ for shares of each class and the
higher anticipated expenses of Class B shares should result in shares of
that class having lower yields than Class A shares for the same period of
time. "Performance, Dividend and Tax Information" in the Additional
Statement contains more detailed information about calculating the Fund's
returns and other performance information.
Management's Discussion of Performance
During the Fund's fiscal year ended September 30, 1993, the Manager
emphasized investment in well-managed companies offering innovative
products and services. Major areas of investment for the Fund included
health care, specialty retailing and telecommunications. A number of
economic factors influenced the performance of the equity securities
markets during the Fund's fiscal year, including a low interest rate
environment, which the Manager believes makes smaller companies more
attractive because of the low cost of capital needed for expansion.
Comparison of Change
In Value of $10,000
Hypothetical Investment in
Oppenheimer Discovery
Fund, S&P 500 Index
and Russell 2000 Index
Average Annual Total Return of the Fund at 9/30/93
1 Year 5 Year Life
36.15% 20.78% 19.89%
Oppenheimer
Fiscal Year Discovery S&P 500 Russell
(Period Ended) Fund Index 200 Index
09/30/86* $ 9,944 $10,000 $10,000
09/30/87 14,868 14,342 12,940
09/30/88 13,987 12,565 11,541
09/30/89 19,614 16,705 14,021
09/30/90 15,625 15,162 10,215
09/30/91 23,731 19,875 14,819
09/30/92 26,407 22,070 16,144
09/30/93 38,148 24,932 21,498
Past performance is not predictive of future performance.
*The Fund began operations on 9/11/86.
The performance graph set forth above depicts the performance of a
hypothetical investment of $10,000 in Class a shares of the Fund on
September 11, 1986 (commencement of operations) at the offering price,
including the sales charge in effect on that date, held through September
30, 1993, with all dividends and distributions reinvested in additional
shares at net asset value on the reinvestment date, without sales charge.
The graph compares the average annual total return of the Fund's Class A
shares over that period with the performance of the Standard & Poor's
("S&P") 500 Index and The Russell 2000 Index.
The S&P 500 index is an unmanaged index of common stocks widely used
as a measure of general stock market performance, and includes
reinvestment of dividends but does not reflect initial or ongoing expenses
of such stocks. The Russell 2000 Index is an unmanaged, capitalization-
weighted index of 2000 U.S. issuers whose common stocks are traded on the
New York and American Stock Exchanges and NASDAQ, and is widely recognized
as a measure of the performance of "mid-capitalization" stocks. It
includes a factor for the reinvestment of dividends but does not reflect
expenses or taxes. The Fund's Class A return reflects deduction of the
current maximum sales charge of 5.75% and includes reinvestment of all
dividends and capital gains distributions, but does not consider taxes.
Comparable graphs are not shown for the Fund's Class B or Class Y shares
because they were not offered during these periods.
Additional Information
Description of the Fund and Its Shares
The Fund's Board of Trustees is empowered to issue full and
fractional shares of one or more series and classes of series. Shares of
one series having three classes (Class A, Class B and Class Y shares) have
been authorized, which are the shares of beneficial interest described
herein. Series have separate assets and liabilities. Classes of a series
represent an identical interest in a particular series but, as explained
in this Prospectus, each class has different dividends, distributions and
expenses, and may have different net asset values.
Shares of the Fund represent an interest in the Fund proportionately
equal to the interest of each other share of the same class and entitle
their holders to one vote per share (and a fractional vote for a
fractional share) on matters submitted to their vote. Only shareholders
of a particular class vote on matters affecting only that class. The
Trustees may divide or combine the shares of a class into a greater or
lesser number of shares without thereby changing the proportionate
beneficial interest in the Fund. The Fund's shares are transferable
without restriction and, when issued, are fully-paid (except as described
in "Additional Information" in the Additional Statement) nonassessable.
The Custodian and The Transfer Agent
The Custodian of the assets of the Fund is The Bank of New York. The
Fund's cash balances in excess of $100,000 held by the Custodian are not
protected by Federal deposit insurance. Such uninsured balances may at
times be substantial. The Manager and its affiliates presently have
banking relationships with the Custodian. See "Additional Information"
in the Additional Statement for further details.
Oppenheimer Shareholder Services, a division of the Manager, acts as
transfer agent and shareholder servicing agent on an at-cost basis for the
Fund and certain other open-end funds advised by the Manager. It also
acts as transfer agent for unit investment trusts for the accumulation of
shares of one of such funds. Shareholders should direct any inquiries to
the Transfer Agent at the address or toll-free phone number shown on the
back cover of this Prospectus.
<PAGE>
Investment Adviser Prospectus and
Oppenheimer Management Corporation New Account Application
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent O P P E N H E I M E R
Oppenheimer Shareholder Services
P.O. Box 5270 Discovery
Denver, Colorado 80217
1-800-525-7048 Fund
Custodian of Portfolio Securities
The Bank of New York Effective April 1, 1994
One Wall Street
New York, New York 10015
Independent Auditors
KPMG Peat Marwick
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th Street
New York, NY 10036
No dealer, 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 Additional Statement, and
if given or made, such information and
representation must not be relied upon as having
been authorized by the Fund, Oppenheimer
Management Corporation, Oppenheimer Funds
Distributor, Inc., or any affiliate thereof. This
Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the
securities offered hereby in any state to any
person to whom it is unlawful to make such offer
in such state.
PR500.0194.N Printed on recycled paper OppenheimerFunds
<PAGE>
Investment Adviser Prospectus
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent O P P E N H E I M E R
Oppenheimer Shareholder Services
P.O. Box 5270 Discovery
Denver, Colorado 80217
1-800-525-7048 Fund
Custodian of Portfolio Securities
The Bank of New York Effective April 1, 1994
One Wall Street
New York, New York 10015
Independent Auditors
KPMG Peat Marwick
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th Street
New York, NY 10036
No dealer, 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 Additional Statement, and
if given or made, such information and
representation must not be relied upon as having
been authorized by the Fund, Oppenheimer
Management Corporation, Oppenheimer Funds
Distributor, Inc., or any affiliate thereof. This
Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the
securities offered hereby in any state to any
person to whom it is unlawful to make such offer
in such state.
PR500.0194.N Printed on recycled paper OppenheimerFunds
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
OPPENHEIMER DISCOVERY FUND
Two World Trade Center, New York, New York 10048-0203
1-800-525-7048
This Statement of Additional Information (the "Additional Statement")
is not a Prospectus. This Additional Statement should be read together
with the Prospectus (the "Prospectus") dated April 1, 1994, of Oppenheimer
Discovery Fund (the "Fund"), which may be obtained by writing to
Oppenheimer Shareholder Services (the "Transfer Agent"), P.O. Box 5270,
Denver, Colorado 80217 or by calling the toll-free number above.
TABLE OF CONTENTS
Page
Investment Objective and Policies
Investment Restrictions
Trustees and Officers
Investment Management Services
Brokerage
Purchase, Redemption and Pricing of Shares
Distribution and Service Plans
Performance, Dividend and Tax Information
Additional Information
Automatic Withdrawal Plan Provisions
Letters of Intent
Independent Auditors' Report
Financial Statements
This Additional Statement is effective April 1, 1994.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective and policies of the Fund are described in
the Prospectus. Set forth below is supplemental information about those
policies. Certain capitalized terms used in this Additional Statement are
defined in the Prospectus. Investment policies that the Fund may use to
seek the Fund's objective encompass the selection of common stocks,
preferred stocks, convertible securities, rights, warrants, and puts and
calls in proportions which may vary from time to time. That framework of
security selection is enhanced by the methods described in the Prospectus
under "Special Investment Methods," and in this and the following sections
of this Additional Statement.
Securities of "Growth-Type" Issuers and Emerging Growth Companies. Many
"growth-type" issuers, including emerging growth companies, may be small
and unseasoned. Their securities, which the Fund may purchase when they
are offered to the public for the first time, may have a limited trading
market, which may adversely affect the Fund's ability to sell them when
it wants to do so and can result in their shares being priced lower than
otherwise might be the case. While the Manager will undertake to select
promising emerging companies carefully for the Fund's investments, there
is no guarantee that such investments will achieve their potential.
"Over-the-Counter" Securities. The "over-the-counter" market is generally
defined as the market for securities that are not listed for trading on
a securities exchange. An exchange represents an auction market
consisting of competing buyers and competing sellers. There are over-the-
counter markets in the U.S. and in foreign countries. In contrast to
exchanges, the over-the-counter market is not a centralized facility but
is a negotiated market in which transactions are done by telephone or
computer link-ups among dealers and brokers. In the U.S., the over-the-
counter market is regulated by the National Association of Securities
Dealers, Inc. ("NASD"). The NASD has created an Automated Quotation
System ("NASDAQ"), an electronic quotation system for certain over-the-
counter securities, allowing subscribers to obtain data as to current bids
and offers for over-the-counter securities. A security must have at least
two market makers for initial listing on NASDAQ. Over-the-counter markets
exist apart from NASDAQ, as long as a dealer or broker is willing to make
a market in a particular security. The number of shares traded each day
may be smaller for over-the-counter securities than for securities listed
on the New York or American Stock Exchanges. As a result, the liquidity
of, or ability to sell, the over-the-counter securities which the Fund
owns may be relatively limited as compared to listed securities which it
owns. This may affect the price the Fund receives when it sells its over-
the-counter securities. Over-the-counter securities may also be subject
to greater price volatility than listed securities due to factors which
would not ordinarily affect large, well-established companies (such as
changes in key personnel, financing difficulties or problems with
products). On January 18, 1990, the Fund's shareholders approved the
change of the Fund's name from "Oppenheimer OTC Fund" to its current name,
and at the same time approved a proposal to change the Fund's fundamental
investment policies so that the Fund was no longer required to invest at
least 65% of its total assets in over-the-counter securities.
Borrowing. 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 (on which the Fund will pay interest), subject to the
restrictions in the Prospectus. Any such borrowing will be made only from
banks and, pursuant to the requirements of the Investment Company Act,
will be made only to the extent that the value of the Fund's assets, less
its liabilities other than borrowings, is equal to at least 300% of all
borrowings including the proposed borrowing. If the value of the Fund's
assets so computed 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 and may have to sell
a portion of its investments at a time when independent investment
judgment would not dictate such sale. Borrowing for investment increases
both investment opportunity and risk. Since substantially all of the
Fund's assets fluctuate in value, but borrowing obligations are fixed,
when the Fund has outstanding borrowings, the net asset value per share
of the Fund will correspondingly tend to increase and decrease more when
portfolio assets fluctuate in value than would otherwise be the case.
This speculative factor is known as "leverage."
Foreign Securities. Investments in foreign securities offer potential
benefits not available from investments solely in securities of domestic
issuers, such as the opportunity to invest in the securities of foreign
issuers that appear to offer growth potential, or to invest in foreign
countries with economic policies or business cycles different from those
of the U.S., or to seek to reduce fluctuations in portfolio value by
investing in foreign stock markets that do not move in a manner parallel
to U.S. markets. Investments in foreign securities present special
additional risks and considerations not typically associated with
investments 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; 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. In the past, U.S. Government policies have discouraged
certain investments abroad by U.S. investors, through taxation or other
restrictions, and it is possible that such restrictions could be re-
imposed. Additional costs may be incurred in connection with investments
in foreign securities because of generally higher foreign commissions and
the additional custodial costs associated with monitoring foreign
securities.
Illiquid and Restricted Securities. The expenses of registration of
restricted securities that are illiquid (excluding securities that may be
resold by the Fund pursuant to Rule 144A, as explained in the Prospectus)
may be negotiated by the Fund with the issuer at the time such securities
are purchased by the Fund. When registration is required before such
securities may be sold, a considerable period may elapse between a
decision to sell the securities and the time the Fund would be permitted
to sell them. Thus, the Fund may not be able to obtain as favorable a
price as that prevailing at the time of the decision to sell. The Fund
may also acquire securities through private placements. Such securities
may have contractual resale restrictions, which might prevent their resale
by the Fund at a time when such resale would be desirable.
Repurchase Agreements. In a repurchase transaction, the Fund acquires a
security from, and simultaneously resells it to, an approved vendor (a
U.S. commercial bank, U.S. branch of a foreign bank, or a broker-dealer
which has been designated a primary dealer in government securities and
which must meet the credit requirements set by the Fund's Board of
Trustees from time to time) for delivery on an agreed-upon future date.
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 resale typically will occur
within one to five days of the purchase. Repurchase agreements are
considered "loans" under the Investment Company Act, collateralized by the
underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the collateral's value
must equal or exceed the repurchase price to fully collateralize the
repayment obligation. Additionally, the Manager will continuously monitor
the collateral's value and will impose creditworthiness requirements to
confirm that the vendor is financially sound.
Loans of Portfolio Securities. The Fund may lend its portfolio securities
subject to the restrictions stated in the Prospectus, if the loan is
collateralized under applicable regulatory guidelines. In connection with
securities lending, the Fund might experience risks of delay in receiving
additional collateral, or risks of delay in recovery of the loaned
securities, or loss of rights in the collateral should the borrower fail
financially. Under the present guidelines (which are subject to change),
the loan collateral must, on each business day, at least equal the market
value of the loaned securities and must consist of cash, bank letters of
credit, U.S. Government securities, or other cash equivalents in which the
Fund is permitted to invest. To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demanded by the Fund if the
demand meets the terms of the letter. Such terms and the issuing bank
must be satisfactory to the Fund. In a portfolio securities lending
transaction, the Fund receives from the borrower an amount equal to the
interest paid or the dividends declared on the loaned securities during
the term of the loan as well as the interest on the collateral securities,
less any finders' or administrative fees the Fund pays in arranging the
loan. The Fund may share the interest it receives on the collateral
securities with the borrower as long as it realizes at least the minimum
amount of interest required by the lending guidelines established by its
Board of Trustees. The Fund will not lend its portfolio securities to any
officer, trustee, employee or affiliate of the Fund or its Manager. 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 business days' notice or in time to vote on any important matter.
Covered Calls and Hedging Instruments. As described in the Prospectus,
the Fund may write covered calls or employ one or more types of Hedging
Instruments. When hedging to attempt to protect against declines in the
market value of the Fund's portfolio, to permit the Fund to retain
unrealized gains in the value of portfolio securities which have
appreciated, or to facilitate selling securities for investment reasons,
the Fund may: (i) sell Stock Index Futures; (ii) purchase puts on such
Futures or securities; or (iii) write covered calls on securities or on
Stock Index Futures. When hedging to permit the Fund to establish a
position in the equities markets as a temporary substitute for purchasing
particular equity securities (which the Fund will normally purchase, and
then terminate the hedging position), the Fund may purchase: (i) Stock
Index Futures, or (ii) calls on such Futures or on securities. The Fund's
strategy of hedging with Futures and options on Futures will be incidental
to the Fund's 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,
are legally permissible and are adequately disclosed. Additional
information about the Hedging Instruments the Fund may use is provided
below.
Writing Covered Call Options. When the Fund writes a call on an
investment, it receives a premium and agrees to sell the callable
investment to a purchaser of a corresponding call during the call period
(usually not more than nine months) at a fixed exercise price (which may
differ from the market price of the underlying investment), regardless of
market price changes during the call period. To terminate its obligation
on a call it has written, the Fund may purchase a corresponding call in
a "closing purchase transaction." A profit or loss will be realized,
depending upon whether the net of the amount of option transaction costs
and the premium received on the call written is more or less than the
price of the call subsequently purchased. A profit may also be realized
if the call lapses unexercised, because the Fund retains the underlying
investment and the premium received. Any such profits are considered
short-term capital gains for Federal income tax purposes, and when
distributed by the Fund are taxable as ordinary income. If the Fund could
not effect a closing purchase transaction due to the lack of a market,
it would have to hold the callable investment until the call lapsed or was
exercised.
Purchasing Calls and Puts. When the Fund purchases a call (other
than in a closing purchase transaction), it pays a premium and, except as
to calls on stock indices and Stock Index Futures, has the right to buy
the underlying investment from a seller of a corresponding call on the
same investment during the call period at a fixed exercise price. The
Fund benefits only if the call is sold at a profit or if, during the call
period, the market price of the underlying investment is above the sum of
the call price plus the transaction costs and the premium paid for the
call, and the call is exercised. If the call is not exercised or sold
(whether or not at a profit), it will become worthless at its expiration
date and the Fund will lose its premium payment and the right to purchase
the underlying investment. When the Fund purchases a call on a stock
index, it pays a premium, but settlement is in cash rather than by
delivery of an underlying investment to the Fund.
When the Fund purchases a put, it pays a premium and, except as to
puts on stock indices, has the right to sell the underlying investment to
a seller of a corresponding put on the same investment during the put
period at a fixed exercise price. Buying a put on securities or Futures
the Fund owns enables the Fund to attempt to protect itself during the put
period against a decline in the value of the underlying investment below
the exercise price by selling the underlying investment at the exercise
price to a seller of a corresponding put. If the market price of the
underlying investment is equal to or above the exercise price and, as a
result, the put is not exercised or resold, the put will become worthless
at its expiration date and the Fund will lose its premium payment and the
right to sell the underlying investment. The put may, however, be sold
prior to expiration (whether or not at a profit).
Calls and Puts on Stock Index Futures and Stock Indices. Purchasing
a put on either a stock index or on a Stock Index Future not held by the
Fund permits the Fund either to resell the put or to buy the underlying
investment and sell it at the exercise price. The resale price of the put
will vary inversely with the price of the underlying investment. If the
market price of the underlying investment is above the exercise price and,
as a result, the put is not exercised, the put will become worthless on
its expiration date. In the event of a decline in price of the underlying
investment, the Fund could exercise or sell the put at a profit to attempt
to offset some or all of its loss on its portfolio securities. When the
Fund purchases a put on a stock index, or on a Stock Index Future not held
by it, the put protects the Fund to the extent that the index moves in a
similar pattern to the securities held by the Fund. In the case of a put
on a stock index or Stock Index Future, settlement is in cash rather than
by the Fund's delivery of the underlying investment.
The Fund may also write calls on futures without owning a futures
contract or a deliverable bond, provided that at the time the call is
written, the Fund covers the call by segregating in escrow with its
Custodian an equivalent dollar amount of liquid assets. The Fund will
segregate additional liquid assets if the value of the escrowed assets
drops below 100% of the current value of the Future. In no circumstances
would an exercise notice on a call the Fund wrote on Futures require the
Fund to deliver a Futures contract; it would simply put the Fund in a
short futures position, which is permitted by the Fund's hedging policies.
Puts and calls on broadly-based stock indices or Stock Index Futures
are similar to puts and calls on securities or futures contracts except
that all settlements are in cash, and gain or loss depends on changes in
the index in question (and thus on price movements in the stock market
generally) rather than on price movements in individual securities or
futures contracts. When the Fund buys a call on a stock index or Stock
Index Future, it pays a premium. During the call period, upon exercise
of a call by the Fund, a seller of a corresponding call on the same index
will pay the Fund an amount of cash to settle the call if the closing
level of the stock index or Stock Index Future upon which the call is
based is greater than the exercise price of the call; that cash payment
is equal to the difference between the closing price of the index and the
exercise price of the call times a specified multiple (the "multiplier")
which determines the total dollar value for each point of difference.
When the Fund buys a put on a stock index or Stock Index Future, it pays
a premium and has the right during the put period to require a seller of
a corresponding put, upon the Fund's exercise of its put, to deliver to
the Fund an amount of cash to settle the put if the closing level of the
stock index or Stock Index Future upon which the put is based is less
than the exercise price of the put; that cash payment is determined by the
multiplier, in the same manner as described above as to calls.
Stock Index Futures. A stock index, which cannot be purchased or
sold directly, assigns relative values to the common stocks included in
the index and fluctuates with the changes in the market value of those
stocks. No payment is made or received by the Fund upon the purchase or
sale of a Stock Index Future. Stock Index Futures 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 underlying stocks in the index is made. Generally,
contracts are closed out with offsetting transactions prior to the
expiration date of the contract. 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 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.
At any time prior to expiration of the Future, the Fund may elect to
close out its position by taking an opposite position, at which time a
final determination of variation margin is made, and additional cash is
required to be paid by or released to the Fund. Any loss or gain is then
realized for tax purposes. Although Stock Index Futures by their terms
call for settlement by the delivery of cash, in most cases the obligation
is fulfilled without such delivery, by entering into an offsetting
transaction. All Futures transactions are effected through a
clearinghouse associated with the exchange on which the contracts are
traded.
Forward Contracts. The Fund may enter into foreign currency exchange
contracts ("Forward Contracts"), which obligate the seller to deliver and
the purchaser to take a specific amount of foreign currency at a specific
future date for a fixed price. A Forward Contract involves bilateral
obligations of one party to purchase, and another party to sell, a
specific currency at a future date (which may be any fixed number of days
from the date of the contract agreed upon by the parties), at a price set
at the time the contract is entered into. These contracts are traded in
the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. The Fund may enter into a
Forward Contract in order to "lock in" the U.S. dollar price of a security
denominated in a foreign currency which it has purchased or sold but which
has not yet settled, or to protect against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and a
foreign currency. There is a risk that use of Forward Contracts may
reduce the gain that would otherwise result from a change in the
relationship between the U.S. dollar and a foreign currency. Forward
contracts include standardized foreign currency futures contracts which
are traded on exchanges and are subject to procedures and regulations
applicable to other Futures. The Fund may also enter into a forward
contract to sell a foreign currency denominated in a currency other than
that in which the underlying security is denominated. This is done in the
expectation that there is a greater correlation between the foreign
currency of the forward contract and the foreign currency of the
underlying investment than between the U.S. dollar and the foreign
currency of the underlying investment. This technique is referred to as
"cross hedging." The success of cross hedging is dependent on many
factors, including the ability of the Manager to correctly identify and
monitor the correlation between foreign currencies and the U.S. dollar.
To the extent that the correlation is not identical, the Fund may
experience losses or gains on both the underlying security and the cross
currency hedge.
The Fund may use Forward Contracts to protect against uncertainty in
the level of future exchange rates. The use of Forward Contracts does not
eliminate fluctuations in the prices of the underlying securities the Fund
owns or intends to acquire, but it does fix a rate of exchange in advance.
In addition, although Forward Contracts limit the risk of loss due to a
decline in the value of the hedged currencies, at the same time they limit
any potential gain that might result should the value of the currencies
increase.
The Fund will not speculate in foreign currency exchange. There is
no limitation as to the percentage of the Fund's assets that may be
committed to foreign currency exchange contracts. The Fund does not enter
into such forward contracts or maintain a net exposure in such contracts
to the extent that the Fund would be obligated to deliver an amount of
foreign currency in excess of the value of the Fund's assets denominated
in that currency, or enter into a "cross hedge," unless it is denominated
in a currency or currencies that the Manager believes will have price
movements that tend to correlate closely with the currency in which the
investment being hedged is denominated. See "Tax Aspects of Covered Calls
and Hedging Instruments" below for a discussion of the tax treatment of
foreign currency exchange contracts.
The Fund may enter into Forward Contracts with respect to specific
transactions. For example, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when
the Fund anticipates receipt of dividend payments in a foreign currency,
the Fund may desire to "lock-in" the U.S. dollar price of the security or
the U.S. dollar equivalent of such payment by entering into a Forward
Contract, for a fixed amount of U.S. dollars per unit of foreign currency,
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction ("transaction hedge"). The Fund will thereby be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the currency exchange rates during the
period between the date on which the security is purchased or sold, or on
which the payment is declared, and the date on which such payments are
made or received.
The Fund may also use Forward Contracts to lock in the U.S. dollar
value of portfolio positions ("position hedge"). In a position hedge, for
example, when the Fund believes that foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a forward
sale contract to sell an amount of that foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in
such foreign currency, or when the Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a fixed
dollar amount. In this situation the Fund may, in the alternative, enter
into a forward contract to sell a different foreign currency for a fixed
U.S. dollar amount where the Fund believes that the U.S. dollar value of
the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of the Fund are denominated ("cross hedge").
The Fund's Custodian will place cash or U.S. Government securities
or other liquid high-quality debt securities in a separate account of the
Fund having a value equal to the aggregate amount of the Fund's
commitments under forward contracts entered into with respect to position
hedges and cross hedges. If the value of the securities placed in the
separate account declines, additional cash or securities will be placed
in the account on a daily basis so that the value of the account will
equal the amount of the Fund's commitments with respect to such contracts.
As an alternative to maintaining all or part of the separate account, the
Fund may purchase a call option permitting the Fund to purchase the amount
of foreign currency being hedged by a forward sale contract at a price no
higher than the forward contract price, or the Fund may purchase a put
option permitting the Fund to sell the amount of foreign currency subject
to a forward purchase contract at a price as high or higher than the
forward contract price. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had not
entered into such contracts.
The precise matching of the Forward Contract amounts and the value
of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of these securities between
the date the Forward Contract is entered into and the date it is sold.
Accordingly, it may be necessary for the Fund to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of
such purchase), if the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some
of the foreign currency received upon the sale of the portfolio security
if its market value exceeds the amount of foreign currency the Fund is
obligated to deliver. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain. Forward Contracts involve the
risk that anticipated currency movements will not be accurately predicted,
causing the Fund to sustain losses on these contracts and transactions
costs.
At or before the maturity of a Forward Contract requiring the Fund
to sell a currency, the Fund may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on
the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, the Fund may close out a Forward
Contract requiring it to purchase a specified currency by entering into
a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract. The Fund would
realize a gain or loss as a result of entering into such an offsetting
Forward Contract under either circumstance to the extent the exchange rate
or rates between the currencies involved moved between the execution dates
of the first contract and offsetting contract.
The cost to the Fund of engaging in Forward Contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because Forward Contracts are
usually entered into on a principal basis, no fees or commissions are
involved. Because such contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of each particular
counterparty under a Forward Contract.
Although the Fund values its assets daily in terms of U.S. dollars,
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. The Fund may convert foreign currency from time
to time, and investors should be aware of the costs of currency
conversion. Foreign exchange dealers do not charge a fee for conversion,
but they do seek to realize a profit based on the difference between the
prices at which they buy and sell various currencies. Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while offering
a lesser rate of exchange should the Fund desire to resell that currency
to the dealer.
Interest Rate Swap Transactions. Swap agreements entail both
interest rate risk and credit risk. There is a risk that, based on
movements of interest rates in the future, the payments made by the Fund
under a swap agreement will have been greater than those received by it.
Credit risk arises from the possibility that the counterparty will
default. If the counterparty to an interest rate swap defaults, the
Fund's loss will consist of the net amount of contractual interest
payments that the Fund has not yet received. The Manager will monitor the
creditworthiness of counterparties to the Fund's interest rate swap
transactions on an ongoing basis. The Fund will enter into swap
transactions with appropriate counterparties pursuant to master netting
agreements. A master netting agreement provides that all swaps done
between the Fund and that counterparty under the master agreement shall
be regarded as parts of an integral agreement. If on any date amounts are
payable in the same currency in respect of one or more swap transactions,
the net amount payable on that date in that currency shall be paid. In
addition, the master netting agreement may provide that if one party
defaults generally or on one swap, the counterparty may terminate the
swaps with that party. Under such agreements, if there is a default
resulting in a loss to one party, the measure of that party's damages is
calculated by reference to the average cost of a replacement swap with
respect to each swap (i.e., the mark-to-market value at the time of the
termination of each swap). The gains and losses on all swaps are then
netted, and the result is the counterparty's gain or loss on termination.
The termination of all swaps and the netting of gains and losses on
termination is generally referred to as "aggregation."
Additional Information About Hedging Instruments and their Use. The
Fund's Custodian, or a securities depository acting for the Custodian,
will act as the Fund's escrow agent, through the facilities of the Options
Clearing Corporation ("OCC"), as to investments on which the Fund has
written options traded on exchanges, or as to other acceptable escrow
securities, so that no margin will be required for such transactions. OCC
will release the securities on the expiration of the option or upon the
Fund's entering into a closing transaction. An option position may be
closed out only on a market which provides secondary trading for options
of the same series, and there is no assurance that a liquid secondary
market will exist for any particular option.
When the Fund writes an over-the-counter ("OTC") option, it will
enter into an arrangement with a primary U.S. Government securities
dealer, which would establish a formula price at which the Fund would have
the absolute right to repurchase that OTC option. That formula price
would generally be based on a multiple of the premium received for the
option, plus the amount by which the option is exercisable below the
market price of the underlying security (that is, the extent to which the
option is "in-the-money"). When the Fund writes an OTC option, it will
treat as illiquid (for purposes of the limit on its assets that may be
invested in illiquid securities, stated in the Prospectus) an amount of
assets used to cover written OTC options, equal to the formula price for
the repurchase of the OTC option less the amount by which the OTC option
is "in-the-money." The Fund will also treat as illiquid any OTC option
held by it. The SEC is evaluating whether OTC options should be
considered liquid securities, and the procedure described above could be
affected by the outcome of that evaluation.
The Fund's option activities may affect its turnover rate and
brokerage commissions. The exercise of calls written by the Fund may
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate. The exercise by the Fund of puts on securities or Futures
may cause the sale of related investments, also increasing portfolio
turnover. Although such exercise is within the Fund's control, holding
a put might cause the Fund to sell the underlying investment for reasons
that would not exist in the absence of the put. The Fund will pay a
brokerage commission each time it buys or sells a call, buys a put or buys
or sells an underlying investment in connection with the exercise of a put
or call. Such commissions are normally higher than those which would
apply to direct purchases or sales of the underlying investments on a
relative basis. Premiums paid for options are small in relation to the
market value of such investments and consequently, put and call options
offer large amounts of leverage. The leverage offered by trading in
options could result in the Fund's net asset value being more sensitive
to changes in the value of the underlying investment.
Regulatory Aspects of Hedging Instruments and Covered Calls. The
Fund must operate within certain restrictions as to its long and short
positions in Futures and options thereon under a rule (the "CFTC Rule")
adopted by the Commodity Futures Trading Commission (the "CFTC") under the
Commodity Exchange Act (the "CEA"), which excludes the Fund from
registration with the CFTC as a "commodity pool operator" (as defined in
the CEA) if it complies with the CFTC Rule. Under these restrictions the
Fund will not, as to any position, whether short, long or a combination
thereof, enter into Futures and options thereon for which the aggregate
initial margins and premiums exceed 5% of the fair market value of its
total assets, with certain exclusions as described in the CFTC Rule.
Under the restrictions, the Fund also must, as to its short positions, use
Futures and options thereon solely for bona-fide hedging purposes within
the meaning and intent of the applicable provisions of the CEA.
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 exchanges or brokers. Thus, the
number of options which the Fund may write or hold may be affected by
options written or held by other entities, including other investment
companies having the same adviser as the Fund or having 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 of 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, cash or readily-marketable, short-term (maturing in one year
or less) debt instruments in an amount equal to the market value of the
securities underlying such Future, less the margin deposit applicable to
it.
Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code. One of the tests for such qualification is that less than
30% of its gross income (irrespective of losses) must be derived from
gains realized on the sale of securities held for less than three months.
Due to this limitation, the Fund will limit the extent to which it engages
in, but will not be precluded from, the following activities: (i) selling
investments, including Stock Index Futures, held for less than three
months, whether or not they were purchased on the exercise of a call held
by the Fund; (ii) purchasing calls or puts that expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
purchased less than three months previously; (iv) exercising puts or calls
held by the Fund for less than three months; and (v) writing calls on
investments held for less than three months.
Certain foreign currency exchange contracts ("Forward Contracts") in
which the Fund may invest are treated as "section 1256 contracts." Gains
or losses relating to section 1256 contracts generally are characterized
under the Internal Revenue Code as 60% long-term and 40% short-term
capital gains or losses. However, foreign currency gains or losses
arising from certain section 1256 contracts (including Forward Contracts)
generally are treated as ordinary income or loss. In addition, section
1256 contracts held by the Fund at the end of each taxable year are
"marked-to-market" with the result that unrealized gains or losses are
treated as through they were realized. These contracts also may be
marked-to-market for purposes of the excise tax applicable to investment
company distributions and for other purposes under rules prescribed
pursuant to the Internal Revenue Code. An election can be made by the
Fund to exempt these transactions from this mark-to-market treatment.
Certain Forward Contracts entered into by the Fund may result in
"straddles" for Federal income tax purposes. The straddle rules may
affect the character of gains (losses) realized by the Fund on straddle
positions. Generally, a loss sustained on the disposition of a position
making up a straddle is allowed only to the extent such loss exceeds any
unrecognized gain in the offsetting positions making up the straddle.
Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or
the offsetting position is disposed of.
Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates that occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities are generally
treated as ordinary income or ordinary loss. Similarly, on disposition
of debt securities denominated in a foreign currency and on disposition
of foreign currency forward contracts, gains or losses attributable to
fluctuations in the value of a foreign currency between the date of
acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss. Currency gains and losses are
offset against market gains and losses before determining a net "Section
988" gain or loss under the Internal Revenue Code, which may increase or
decrease the amount of the Fund's investment company income available for
distribution to its shareholders.
Possible Risk Factors in Hedging. In addition to the risks with
respect to Futures and options discussed in the Prospectus and above,
there is a risk in using short hedging by selling Stock Index Futures or
purchasing puts on stock indices or Stock Index Futures that the prices
of the applicable index (thus the prices of the Hedging Instruments) will
correlate imperfectly with the behavior of the cash (i.e., market value)
prices of the Fund's equity securities. The ordinary spreads between
prices in the cash and futures markets are subject to distortions due to
differences in the natures of those markets. First, all participants in
the futures markets are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions,
which could distort the normal relationship between the cash and futures
markets. Second, the liquidity of the futures markets depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures markets could be reduced, thus
producing distortion. Third, from the point of view of speculators, the
deposit requirements in the futures markets are less onerous than margin
requirements in the securities markets. Therefore, increased
participation by speculators in the futures markets may cause temporary
price distortions.
The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the
price of the equity securities being hedged and movements in the price of
the Hedging Instruments, the Fund may use Hedging Instruments in a greater
dollar amount than the dollar amount of equity securities being hedged if
the historical volatility of the prices of such equity 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 equity 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 equity securities. However, while this could occur for a
very brief period or to a very small degree, over time the value of a
diversified portfolio of equity securities will tend to move in the same
direction as the indices upon which the Hedging Instruments are based.
If the Fund uses Hedging Instruments to establish a position in the
equities markets as a temporary substitute for the purchase of particular
equity securities by buying Stock Index Futures and/or calls on such
Futures, on securities or on stock indices, it is possible that the market
may decline. If the Fund then concludes not to invest in equity
securities at that time because of concerns as to 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 such equity
securities.
Short Sales Against-the-Box. After making such short sales, while the
short position is open, the Fund must own an equal amount of such
securities, or by virtue of ownership of 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.
INVESTMENT RESTRICTIONS
The Fund's significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental
policies of the Fund and, together with the fundamental policies and
investment objective described in the Prospectus, cannot be changed
without the vote of a "majority" of the Fund's outstanding shares. Under
the Investment Company Act, such a "majority" vote is defined as the vote
of the holders of the lesser of: (i) 67% or more of the shares present or
represented by proxy at such 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:
(a) underwrite securities of other companies except insofar as the Fund
might be deemed to be an underwriter in the resale of any securities held
in its portfolio; (b) 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 a commodity contract; (c) 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;
(d) purchase calls, unless (i) the investments to which the call relates
are securities, broadly-based stock indices or Stock Index Futures on
broadly-based stock indices or (ii) the calls are purchased to effect
"closing purchase transactions" to terminate an obligation with respect
to a call which the Fund has previously written; the Fund may not write
puts nor purchase puts except those which relate to (1) securities held
by it, (2) Stock Index Futures, or (3) broadly-based stock indices, in
each case only to protect against a decline in value of the entire
portfolio or of specific portfolio securities or Stock Index Futures held
by the Fund, and further provided that, after any such purchase, the value
of all options (puts and calls) held by the Fund would not exceed 5% of
the Fund's total assets (at the time of purchase); the Fund may not write
puts or purchase puts on securities not held by it; (e) lend money except
in connection with the acquisition of that portion of publicly-distributed
debt securities which the Fund's investment policies and restrictions
permit it to purchase (see "Investment Policies" and "Special Investment
Methods" in the Prospectus); the Fund may also make loans of portfolio
securities (see "Loans of Portfolio Securities") and enter into repurchase
agreements (see "Repurchase Agreements" in the Prospectus); (f) mortgage,
hypothecate or pledge any of its assets; however, this does not prohibit
the escrow arrangements contemplated by the put and call activities of the
Fund or other collateral or margin arrangements in connection with any of
the Hedging Instruments permitted by any of its other fundamental
policies; (g) invest in or hold securities of any issuer if officers and
Trustees or Directors of the Fund or the Manager individually owning more
than 0.5% of the securities of such issuer together own more than 5% of
the securities of such issuer; (h) 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; to the extent the Fund does make investments
in other investment companies, the Fund's shareholders may be subject
indirectly to that company's management fees and costs; (i) invest in
companies for the purpose of acquiring control or management thereof;
(j)invest in interests in oil, gas or other mineral exploration or
development programs; or (k) invest in real estate or in interests in real
estate, but may purchase readily marketable securities of companies
holding real estate or interests therein.
In connection with the qualification of its shares in certain states,
the Fund has undertaken as a non-fundamental policy that in addition to
the above, it will not: (a) invest in oil, gas or other mineral leases,
or (b) purchase or sell real property, including real estate limited
partnership interests. In the event that the Fund's shares cease to be
qualified under such laws or if such undertaking(s) otherwise cease to be
operative, the Fund would not be subject to such restriction.
With regard to restriction (h) above, but not as a matter of
fundamental policy, the Fund will further restrict itself to open market
purchases of closed-end investment companies, except in connection with
mergers, and will not engage in arbitrage transactions.
TRUSTEES AND OFFICERS
The Fund's Trustees and officers and their principal occupations and
business affiliations during the past five years are listed below. The
address for each, except as noted, is Two World Trade Center, New York,
New York 10048-0203. Except for Mr. LaRocco, each serves in similar
capacities with Oppenheimer Global Fund, Oppenheimer Time Fund,
Oppenheimer Special Fund, Oppenheimer Money Market Fund, Inc., Oppenheimer
Fund, Oppenheimer Target Fund, Oppenheimer U.S. Government Trust,
Oppenheimer Tax-Free Bond Fund, Oppenheimer New York Tax-Exempt Fund,
Oppenheimer California Tax-Exempt Fund, Oppenheimer Asset Allocation Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer Multi-State Tax-
Exempt Trust, Oppenheimer Mortgage Income Fund, Oppenheimer Global Bio-
Tech Fund, Oppenheimer Global Environment Fund, Oppenheimer Global Growth
& Income Fund, Oppenheimer Multi-Sector Income Trust and Oppenheimer
Multi-Government Trust (collectively the "New York-based
OppenheimerFunds"). As of December 31, 1993, all of the Trustees and
officers of the Fund as a group beneficially owned less than 1% of its
outstanding shares.
LEON LEVY, Chairman of the Board of Trustees
General Partner of Odyssey Partners, L.P. (investment partnership);
Chairman of Avatar Holdings, Inc. (real estate development).
LEO CHERNE, Trustee
386 Park Avenue South, New York, New York 10016
Chairman Emeritus of the International Rescue Committee
(philanthropic organization); formerly Executive Director of The
Research Institute of America.
EDMUND T. DELANEY, Trustee
5 Gorham Road, Chester, Connecticut 06412
Attorney-at-law; formerly a Member of the Connecticut State
Historical Commission and Counsel to Copp, Berall & Hempstead (a law
firm).
ROBERT G. GALLI, Trustee*
Vice Chairman of the Manager and Vice President and Counsel of
Oppenheimer Acquisition Corp. ("OAC"), the Manager's parent holding
company; formerly he held the following positions: a director of the
Manager and Oppenheimer Funds Distributor, Inc. (the "Distributor"),
Vice President and a director of HarbourView Asset Management
Corporation ("HarbourView") and Centennial Asset Management
Corporation ("Centennial"), investment adviser subsidiaries of the
Manager, a director of Shareholder Financial Services, Inc. ("SFSI")
and Shareholder Services, Inc. ("SSI"), transfer agent subsidiaries
of the Manager, an officer of other OppenheimerFunds and Executive
Vice President and General Counsel of the Manager and the
Distributor.
BENJAMIN LIPSTEIN, Trustee
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
ELIZABETH B. MOYNIHAN, Trustee
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and architectural historian; a trustee of the American Schools
of Oriental Research, the Freer Gallery of Art (Smithsonian
Institution), the Institute of Fine Arts (New York University) and
the Preservation League of New York State; a member of the Indo-U.S.
Sub-Commission on Education and Culture.
KENNETH A. RANDALL, Trustee
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Northeast Bancorp, Inc. (bank holding company),
Dominion Resources, Inc. (electric utility holding company), and
Kemper Corporation (insurance and financial services company);
formerly Chairman of the Board of ICL Inc. (information systems).
EDWARD V. REGAN, Trustee
40 Park Avenue, New York, New York 10016
President of Jerome Levy Institute, Bard College; Member of the U.S.
Competitiveness Policy Council; formerly New York State Comptroller.
RUSSELL S. REYNOLDS, JR., Trustee
200 Park Avenue, New York, New York 10166
Founder Chairman of Russell Reynolds Associates, Inc. (executive
recruiting); Chairman of Directors Publication, Inc. (consulting and
publishing); a trustee of Mystic Seaport Museum, International House,
the Greenwich Historical Society and Greenwich Hospital.
SIDNEY M. ROBBINS, Trustee
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; a director of The Korea Fund, Inc.
and The Malaysia Fund, Inc. (closed-end investment companies); a
member of the Board of Advisors, Olympus Private Placement Fund,
L.P.; Professor Emeritus of Finance, Adelphi University.
DONALD W. SPIRO, President and Trustee*
Chairman Emeritus and a director of the Manager; formerly Chairman
of the Manager and the Distributor.
PAULINE TRIGERE, Trustee
550 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
1325 Merrie Ridge Road, McLean, Virginia 22101
Of counsel, Hogan & Hartson (a law firm); a director of B.A.T.
Industries, Ltd. (tobacco and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural products), FMC
Corp. (chemicals and machinery), Lindsay Manufacturing Co. and Texas
Instruments Inc. (electronics); formerly (in descending chronological
order) Deputy Chairman, Bush/Quayle Presidential Campaign; Counsellor
to the President (Bush) for Domestic Policy; Chairman of the
Republican National Committee; Secretary of the U.S. Department of
Agriculture; U.S. Trade Representative, Executive Office of the
President.
ANDREW J. DONOHUE, Secretary
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; 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), and
a director and an officer of First Investors Family of Funds and
First Investors Life Insurance Company.
PAUL LAROCCO, Acting Portfolio Manager
Assistant Vice President of the Manager; Associate Portfolio Manager
for other OppenheimerFunds; formerly a security analyst for Columbus
Circle Investors, an investment advisor, and an investment analyst
for Chicago Title and Trust Company.
GEORGE C. BOWEN, Treasurer
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 OppenheimerFunds; formerly Senior Vice
President/Comptroller and Secretary of Oppenheimer Asset Management
Corporation, a former investment advisory subsidiary of the
Manager.
LYNN M. COLUCCY, Assistant Treasurer
3410 South Galena Street, Denver, Colorado 80231
Vice President and Assistant Treasurer of the Manager; an officer of
other OppenheimerFunds; formerly Vice President/Director of Internal
Audit of the Manager.
ROBERT G. ZACK, Assistant Secretary
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
[FN]
_______________________
*Denotes Trustee who is an "interested person" of the Fund as defined in
the Investment Company Act.
Remuneration of Trustees. The officers of the Fund (including Mr. Spiro)
are affiliated with the Manager and receive no salary or fee from the
Fund. During the fiscal year ended September 30, 1993, the remuneration
(including expense reimbursements) paid by the Fund to all Trustees of the
Fund (excluding Messrs. Galli and Spiro) in the aggregate for services as
Trustees and as members of one or more Committees totaled $34,025. 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 OppenheimerFunds for at least 15 years to be eligible for the
maximum payment. No Trustee has retired since the adoption of the plan
and no payments have been made by the Fund under the plan. In the fiscal
year ended September 30, 1993, the Fund accrued $18,386 for benefit
obligations under the plan.
Major Shareholders. As of December 31, 1993, no person owns of record or
is known by the Fund to own beneficially 5% or more of the Fund's
outstanding shares.
INVESTMENT MANAGEMENT SERVICES
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 may also serve as officers of the Fund, and two
of whom (Messrs. Spiro and Galli) serve as Trustees of the Fund.
The management fee payable to the Manager under the terms of the
investment advisory agreement between the Manager and the Fund (the
"Agreement") is payable monthly and is computed on the net assets of the
Fund as of the close of business each day. The Agreement requires the
Manager, at its expense, to provide the Fund with adequate office space,
facilities and equipment, and to provide and supervise the activities of
all administrative and clerical personnel required to provide effective
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 Agreement or by the Distributor
are paid by the Fund. The Agreement lists examples of expenses paid by
the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to unaffiliated 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. During the Fund's fiscal years ended
September 30, 1991, 1992 and 1993, the management fees paid by the Fund
to the Manager were $563,138, $1,624,055 and $3,286,982, respectively.
The Agreement contains no expense limitation. However, independently
of the Agreement, the Manager has undertaken that the Fund's total
expenses in any fiscal year (including the management fee but excluding
taxes, interest, brokerage commissions, distribution plan payments and any
extraordinary expenses, such as litigation costs) shall not exceed (and
the Manager undertakes to assume such expenses as shall exceed) the most
stringent limitation on fund expenses imposed by any applicable regulation
or law, unless a waiver of such limitation is obtained. The Manager
reserves the right to terminate or amend the undertaking at any time. The
payment of the management fee will be reduced or eliminated so that there
will not be any accrued but unpaid liability under the above expense
limitation. 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 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 thereunder, the Manager is not
liable for any loss sustained by reason of any good faith error or
omission in connection with any matters to which the Agreement
relates. The Agreement permits the Manager to act as investment adviser
for any other person, firm or corporation and to use the name
"Oppenheimer" in connection with one or more additional 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.
BROKERAGE
Provisions of the Investment Advisory Agreement. One of the duties of the
Manager under the Agreement is to arrange the portfolio transactions of
the Fund. In doing so, the Manager is authorized by the Agreement to
employ broker-dealers ("brokers"), 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
or base its selection on "posted" rates, but is expected to be aware of
the current rates of eligible brokers and to minimize the commissions paid
to the extent consistent with the provisions of the Agreement and the
interests and policies of the Fund as established by its Board of
Trustees.
Under the 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 of other funds managed by the Manager and its affiliates as a factor
in the selection of brokers for the Fund's portfolio transactions.
Description of Brokerage Practices. Subject to the provisions of the
Agreement, when brokers are used for the Fund's portfolio transactions,
allocations of the Fund's brokerage are made by portfolio managers 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 otherwise 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 transactions 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. Transactions effected pursuant to such
combined orders are averaged as to price and allocated in accordance with
the purchase or sale orders actually placed for each account. Option
commissions may be relatively higher than those applying to direct
purchases and sales of securities.
The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid for in
commission dollars. The research services provided by brokers broaden the
scope and supplement the research activities of the Manager, by making
available additional views for consideration and comparisons, and enabling
the Manager to obtain market information for the valuation of securities
held in the Fund's portfolio or being considered for purchase. The Board
of Trustees, including the independent Trustees of the Fund, annually
reviews information furnished by the Manager as to the commissions paid
to brokers furnishing such services in an effort to ascertain that the
amount of such commissions was reasonably related to the value or the
benefit of such services.
During the Fund's fiscal years ended September 30, 1991, 1992 and
1993, total brokerage commissions paid by the Fund (not including spreads
or concessions on principal transactions on a net trade basis) were
$244,710, $347,317 and $5,701,355, respectively. During the fiscal year
ended September 30, 1993, $301,196 was paid to brokers as commissions in
return for research services (including special research, statistical
information and execution); the aggregate dollar amount of those
transactions was $53,721,740. The transactions giving rise to those
commissions were allocated in accordance with the internal allocation
procedures described above.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share. The net asset values per
share of the Class A, Class B and Class Y shares of Fund are determined
as of each day the New York Stock Exchange (the "NYSE") is open as of 4:00
p.m. (all references to time herein mean New York time) that day, by
dividing the value of the Fund's net assets attributable to that class by
the total number of shares of that class outstanding. The NYSE's most
recent holiday schedule (which is subject to change) states that it will
close on New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It may
also close on other days. The Fund may invest a substantial portion of
its assets in foreign securities primarily listed on foreign exchanges or
traded in foreign over-the-counter markets which trade on Saturdays or
other customary U.S. business holidays on which the NYSE is closed.
Because the net asset values of the Fund will not be calculated on those
days, if debt securities and foreign securities held in the Fund's
portfolio are traded on those days, the net asset value per share of Class
A, Class B and Class Y shares may be significantly affected at times when
shareholders will not have the ability to purchase or redeem shares.
Trading in securities on European and Asian exchanges and over-the-counter
markets is normally completed before the close of the NYSE. Events
affecting the values of foreign securities traded in such markets that
occur between the time their prices are determined and the close of the
NYSE will not be reflected in the Fund's calculation of its net asset
value unless the Board of Trustees or the Manager, under procedures
established by the Board of Trustees, determines that the particular event
would materially affect the Fund's net asset value, in which case an
adjustment would be made.
The Fund's Board of Trustees has established procedures for the
valuation of its securities: (i) equity securities traded on a securities
exchange or on NASDAQ are valued at the last sale price on their primary
exchange or on 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 and asked prices); (ii) NASDAQ and other unlisted equity
securities for which last sale prices are not regularly reported but for
which over-the-counter market quotations are readily available are valued
at the highest closing bid price at the time of valuation, or, if no
closing bid price is reported, on the basis of a closing bid price
obtained from a dealer who maintains an active market in that security;
(iii) securities (including restricted securities) not having readily-
available market quotations are valued at fair value under the Board's
procedures; (iv) debt securities having a maturity in excess of 60 days
are valued at the mean between the asked and bid prices determined by a
portfolio pricing service approved by the Fund's Board of Trustees or
obtained from an active market maker in that security; (v) short-term debt
securities (having a remaining maturity of 60 days or less) are valued at
cost, adjusted for amortization of premiums and accretion of discounts;
and (vi) securities traded on foreign exchanges or in foreign over-the-
counter markets are valued as determined by a portfolio pricing service
approved by the Board, based upon the last sales prices reported on a
principal exchange or, for over-the-counter securities, based on the mean
between closing bid and asked prices and, in each case, reflecting
prevailing rates of exchange at the closing price on the London foreign
exchange market that day.
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,
or, if there are no transactions, in accordance with (i) above. Forward
currency contracts are valued at the closing price on the London foreign
exchange market. When the Fund writes an option, an amount equal to the
premium received by the Fund is included in the Fund's Statement of Assets
and Liabilities as an asset, and an equivalent deferred credit is included
in the liability section. The deferred credit is adjusted ("marked-to-
market") to reflect the current market value of the option.
Multiple-Class Methodology. The methodology for calculating the net asset
value, dividends and distributions of the Fund's Class A, Class B and
Class Y shares recognizes two types of expenses. General expenses that
do not pertain specifically to one class are allocated pro rata to the
shares of each class, based on the ratio of the net assets of such class
to the Fund's total net assets, and then equally to each outstanding share
within a given class. General expenses include (i) management fees, (ii)
legal, bookkeeping and audit fees, (iii) printing and mailing costs of
shareholder reports, Prospectuses, Additional Statements 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 (a) Distribution and
Service Plan fees, (b) incremental transfer and shareholder servicing
agent fees and expenses, (c) registration fees, and (d) shareholder
meeting expenses, to the extent that such expenses pertain to a specific
class rather than to the Fund as a whole.
Reduced Sales Charges for Class A Purchases. As discussed in the
Prospectus, a reduced sales charge rate for Class A shares may be obtained
under the Right of Accumulation and Letters of Intent because of the
economies of sales efforts and reduction in expenses realized by the
Distributor, dealers and brokers making such sales. In the instances
described in the Prospectus in which no sales charge is imposed, that
policy has been adopted because the Distributor, dealer or broker incurs
little or no selling expenses. The term "immediate family" refers to
one's spouse, children, grandchildren, parents, grandparents, parents-in-
law, brothers and sisters, brothers- and sisters-in-law, and sons- and
daughters-in-law.
Redemptions. Information on how to redeem shares of the Fund is stated
in the Prospectus. The Prospectus states that payment for shares tendered
for redemption is ordinarily made in cash. However, if the Board of
Trustees determines that it would be detrimental to the best interests of
the remaining shareholders of the Fund to make payment wholly in cash, 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 Securities and Exchange Commission rules. 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 converting the assets to cash. The method of valuing securities used
to make redemptions in kind will be the same as the method of valuing
portfolio securities described above under "Determination of Net Asset
Value Per Share," and such valuation will be made as of the same time the
redemption price is determined.
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 such shares (taken at cost or value as determined by the Board)
is less than $500 or such lesser amount as the Board may decide. The
Board of Trustees will not cause the involuntary redemption of shares in
an account if the aggregate net asset value of such shares has fallen
below the stated minimum solely as a result of market fluctuations.
Should the Board elect to exercise the right to redeem small accounts, 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 may set requirements for permission to allow
the shareholder to increase the investment so that the shares would not
be involuntarily redeemed.
Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a check submitted to purchase shares 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 difference in net asset
value times 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 loss by redeeming shares from any account registered
in that investor's name or the Distributor may seek other redress.
Transfers of Shares. Shareholders owning both Class A and Class B shares
must specify whether they intend to transfer Class A or Class B shares.
Shares are not subject to the payment of a CDSC of either class at the
time of transfer (by absolute assignment, gift or bequest, not involving,
directly or indirectly, a public sale). The transferred shares will
remain subject to the CDSC, 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 not all shares in the account would be
subject to a CDSC if redeemed at the time of transfer, then shares will
be transferred in the order described in "How to Buy Shares - Class B
Contingent Deferred Sales Charge" in the Prospectus for the imposition of
the Class B CDSC on redemptions.
Exchanges of Class B and Class Y Shares. As stated in the
Prospectus, shares of a particular class of Eligible Funds having more
than one class of shares may be exchanged only for shares of the same
class or another eligible Fund. All of the Eligible Funds offer Class A
shares but only certain Eligible Funds offer Class B and Class Y shares.
The following other Eligible Funds offer Class B shares:
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Investment Grade Bond Fund
Oppenheimer Value Stock Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Government Securities Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Cash Reserves
Oppenheimer Special Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Main Street California Tax-Exempt Fund
The following other Eligible Funds offer Class Y shares:
Oppenheimer Special Fund
Oppenheimer Total Return Fund, Inc.
DISTRIBUTION AND SERVICE PLANS
The Fund has adopted a separate Plan of Distribution (the "Plans")
for Class A and Class B shares of the Fund under Rule 12b-1 of the
Investment Company Act, pursuant to which the Fund will reimburse the
Distributor quarterly for all or a portion of its costs incurred in
connection with the distribution and/or servicing of the shares of that
class, as described in the Prospectus. No such Plan has been adopted for
Class Y shares. Each Plan has been approved by a vote of (i) the Board
of Trustees of the Fund, including a majority of the Independent Trustees
(trustees 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 Plans or in any agreements relating to the Plans), cast
in person at a meeting called for the purpose of voting on the Plans, and
(ii) the holders of a "majority" (as defined in the Investment Company
Act) of the Fund's shares of such class (such vote on the Class B plan was
cast by the Manager as the sole initial shareholder). In approving each
Plan, the Board determined that it is likely that the Plan will benefit
the shareholders of the respective class of the Fund.
Under the Plans, no payment will be made to any Recipient if the
value of all Fund shares held by it or its customers at the end of a
calendar quarter is less than the minimum amount, if any, set from time
to time by a majority of the Independent Trustees. For the fiscal year
ended September 30, 1993, payments under the Class A Plan totalled
$1,084,511, of which $51,898 was paid to an affiliate of the
Distributor.
Each Plan, unless terminated as described below, shall continue in
effect from year to year, but only so long as such continuance is
specifically approved at least annually by the vote of the Fund's Board
of Trustees and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such continuance. Either 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 Fund's outstanding shares of the respective
class. Neither Plan may be amended to increase materially the amount of
payments to be made without shareholder approval, as set forth above, to
increase materially the amount of payments to be made, unless such
amendment is approved by shareholders of the Class affected by the
amendment, and all material amendments must be approved by the Board and
the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund shall
provide a written report to the Fund's Board of Trustees at least
quarterly on the amount of all payments made pursuant to the Plan, the
identity of each Recipient of each such payment, and the purpose of the
payments. The report for the Class B Plan shall also include the
distribution costs for that quarter, and such costs for previous fiscal
periods that are carried forward, as explained 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 as to any such
selection or nomination is approved by a majority of such Independent
Trustees.
The Glass-Steagall Act and other applicable laws and regulations,
among other things, generally prohibit Federally-chartered or supervised
banks from engaging in the business of underwriting, selling or
distributing securities as principals. Accordingly, the Distributor may
pay banks only for sales made on an agency basis or for performance of
administrative and shareholder servicing functions under the Plan. It is
the understanding of the Manager and the Distributor that the Glass-
Steagall Act and other applicable laws and regulations do not prohibit
banks and other financial institutions from providing services required
of a Recipient. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or
state statutes or regulations relating to the permissible activities of
banks or their subsidiaries or affiliates, could prevent certain banks
from continuing to perform all or a part of these services. If a bank
were so prohibited, shareholders of the Fund who were clients of such bank
would be permitted to remain as shareholders, and if a bank could no
longer provide those service functions, alternate means for continuing the
servicing of such shareholders would be sought. In such event,
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being
provided by such bank. The Fund's Board of Trustees will consider
appropriate modifications to the Fund's operations, including
discontinuance of payments under the Plan to such institutions, in the
event of any future change in such laws or regulations which may adversely
affect the ability of such institutions to provide these services. It is
not expected that shareholders would suffer any adverse financial
consequences as a result of any of those occurrences. In addition,
certain banks and financial institutions may be required to register as
dealers under state law.
PERFORMANCE, DIVIDEND AND TAX INFORMATION
Performance Information. As described in the Prospectus, from time to
time the "average annual total return," "total return," and "total return
at net asset value" of an investment in shares of each class of the Fund
may be advertised. An explanation of how average annual total return,
total return at net asset value and total return are calculated and the
components of those calculations is set forth below. No yields or returns
are presented for Class B or Class Y shares because no shares of either
class were available during the Fund's fiscal year ended September 30,
1993. Class B shares and Class Y shares of the Fund were not offered
prior to April 1, 1994.
The "average annual total return" of each class of the Fund is an
average annual compounded rate of return. It is the rate of return based
on factors which include a hypothetical investment of $1,000 ("P" in the
formula below) held for a number of years ("n") with an Ending Redeemable
Value ("ERV") of that investment, according to the following formula:
1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )
The "total return" uses the same factors, but does not average the
rate of return on an annual basis. Total return measures the cumulative
(rather than average) change in value of a hypothetical investment over
a stated period. Total return is determined as follows:
ERV
--- = Total Return
P
The formulas for average annual total return and for total return for
Class A shares assume the payment of the Fund's current maximum sales
charge of 5.75% (as a percentage of the offering price) on the initial
investment ("P"). The formulas for Class B shares assume the payment of
the contingent deferred sales charge of 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, applied as described in "How To
Buy Shares" in the Prospectus. The formulas 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. The "average annual total returns" on an investment
in Class A shares of the Fund (using the method described above) for the
one-year period and five-year periods ended September 30, 1993, and from
the Fund's inception (September 11, 1986) to September 30, 1993, were
36.15%, 20.78% and 19.89%, respectively. The "total return" from
inception to September 30, 1993, was 259.55%.
From time to time the Fund may also quote a "total return at net
asset value" to describe the rate of return on an investment in Class A,
Class B or Class Y shares of the Fund. It is based on the difference in
net asset values per share at the beginning and the end of the period
(without considering sales charge) and takes into consideration the
reinvestment of dividends and capital gains (as with total return,
described above). The Fund's total return at net asset value on Class A
shares for the year ended September 30, 1993, was 44.46%.
Total return information may be useful to investors in reviewing the
Fund's performance. However, certain factors should be considered before
using such information as a basis for comparison with other investments.
No adjustment is made for taxes payable on distributions. An investment
in Class A, Class B or Class Y shares of the Fund is not insured; its
total return is not guaranteed and will fluctuate over time. Performance
for any given past period is not an indication or representation by the
Fund of future rates of return on its shares. The total return of the
Fund's Class A, Class B or Class Y shares is affected by portfolio
quality, portfolio maturity, type of investments held and operating
expenses. When comparing the total return of the Fund's Class A, Class
B or Class Y shares with those of other investment instruments, investors
should understand that certain other investment alternatives such as money
market instruments, certificates of deposit, U.S. government securities
or bank accounts provide a return which remains relatively constant over
time, and also that bank accounts may be insured. Investors should also
understand, when comparing the Fund's total return and risk to capital
with that of other investment alternatives, that since the Fund is an
equity fund seeking capital appreciation, its shares are subject to
greater market risks than shares of funds having other investment
objectives.
The total return on an investment made in Class A, Class B or Class
Y shares of the Fund may be compared with performance for the same period
of the NASDAQ Composite Index of over-the-counter securities, the Standard
& Poor's 500 Index ("S&P 500") or the New York Stock Exchange Index, which
are widely-recognized indices of stock performance. Such indices consist
of unmanaged groups of common stocks. The NASDAQ Composite Index includes
the reinvestment of income dividends; the other two indices do not. None
of those indices takes sales charges or taxes into consideration, as these
items are not applicable to indices.
From time to time the Fund may publish the ranking of the performance
of its Class A, Class B or Class Y shares by Lipper Analytical Services,
Inc. ("Lipper"), a widely-recognized independent service, which 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 is ranked against
(i) all other funds, other than money market funds, (ii) all other growth
funds, and (iii) all other growth funds in a specific size category. The
Lipper performance analysis includes the reinvestment of capital gains
distributions and income dividends but does not take sales charges or
taxes into consideration.
From time to time the Fund may publish the ranking of the performance
of its Class A, Class B or Class Y shares by Morningstar, Inc., an
independent mutual fund monitoring service that ranks various mutual
funds, including the Fund, by a quantitative system based upon the fund's
three, five and ten-year average annual total returns (when available) and
a risk factor that reflects fund performance relative to three-month U.S.
Treasury bill monthly returns. Such returns are adjusted for fees and
sales loads. The ratings represent a fund's historical risk/reward ratio
relative to other funds in its class. There are five ranking categories
with a corresponding number of stars: highest (5), above average (4),
neutral (3), below average (2) and lowest (1). Morningstar ranks the
Fund's performance against all other small company equity funds.
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and distributions is explained in the
Prospectus under the caption "Dividends, Distributions 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 that
may qualify for the deduction is limited to the aggregate amount of
qualifying dividends (generally dividends from domestic corporations) that
the Fund derives from its portfolio investments held for a minimum
period, usually 46 days. A corporate shareholder will not be eligible for
the deduction on dividends paid on shares held by the shareholder 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 capital gains
from the sale of securities, or dividends from foreign corporations, its
dividends will not qualify for the deduction.
Under the Internal Revenue Code, by December 31 each year the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of
that 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 and the Manager might determine in
a particular year that it would be in the best interest of the Fund not
to make such distributions at the required levels and to pay the excise
tax, which would reduce the amount available for distribution to
shareholders.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or distributions from the Fund in shares of
the same class of any of the funds listed in the Prospectus as "Eligible
Funds," at net asset value without sales charge. Class B and Class Y
shareholders should be aware that, as of the date of this Additional
Statement, not all Eligible Funds offer Class B or Class Y shares. For
a list of the other Eligible Funds currently offering Class B and/or Class
Y shares, see "Purchase, Redemption and Pricing of Shares," above.
To elect this option, a shareholder must notify the Transfer Agent
in writing, and either must have an existing account in the fund selected
for reinvestment or must obtain a prospectus for that fund and application
from the Distributor to establish an account. The investment will be made
at net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and distributions
from other Eligible Funds may be invested in shares of either class of the
Fund on the same basis.
ADDITIONAL INFORMATION
Description of the Fund. 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 a 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 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 itself would be unable to meet the
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.
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
1% or more of the Fund's outstanding shares, whichever is less, 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 in Section 16(c) of the Investment
Company Act.
The Custodian and the Transfer Agent. 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 and handling
the delivery of portfolio securities to and from the Fund. The Manager
has represented to the Fund that its banking relationships with the
Custodian have been and will continue to be unrelated to and unaffected
by the relationship between the Fund and the Custodian. It will be the
practice of the Fund to deal with the Custodian in a manner uninfluenced
by any banking relationship the Custodian may have with the Manager and
its affiliates.
Oppenheimer Shareholder Services, as Transfer Agent, is responsible
for maintaining the Fund's shareholder registry and shareholder accounting
records, and for shareholder servicing and administrative functions.
General Distributor's Agreement. Under the Distribution Agreement between
the Fund and the Distributor, the Distributor acts as the Fund's principal
underwriter in the continuous public offering of the Fund's Class A, Class
B and Class Y shares but is not required to sell a specific number of
shares. Expenses normally attributable to sales (other than those paid
under the Distribution Plan), including advertising and the cost of
printing and mailing prospectuses (other than those furnished to existing
shareholders), are borne by the Distributor. During the Fund's fiscal
years ended September 30, 1991, 1992 and 1993, the aggregate amount of
sales charges on sales of the Fund's Class A shares was $878,863,
$6,058,199 and $6,534,429, respectively, of which the Distributor and an
affiliated broker-dealer retained in the aggregate $195,661, $1,723,084
and $1,751,688 in those respective years. Class B and Class Y shares were
not available for sale prior to April 1, 1994.
Independent Auditors. The independent auditors of the Fund examine the
Fund's financial statements and perform other related audit services.
They also serve as auditors for certain other investment companies advised
by the Manager.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the Class A or Class B
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and elsewhere in the Application for such Plans, the
Prospectus and this Additional Statement as they may be amended from time
to time by the Fund and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.
Fund shares will be redeemed as necessary to meet withdrawal
payments. Shares acquired without a sales charge will be redeemed first
and thereafter; shares acquired with reinvested dividends and
distributions followed by shares acquired with a sales charge will be
redeemed to the extent necessary to meet withdrawal payments. Depending
upon the amount withdrawn, the investor's principal may be depleted.
Payments made to shareholders under such plans should not be considered
a yield or income on an investment. Purchases of additional shares
concurrently with withdrawals are undesirable because of sales charges on
purchases. Accordingly, a shareholder may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases.
1. The Transfer Agent of the Fund will administer the Automatic
Withdrawal Plan (the "Plan") as agent for the person (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent.
2. 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 now held by the 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. Those
shares will be carried on the Planholder's Plan Statement.
3. 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 may be paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments
will be made at the net asset value per share determined on the redemption
date.
5. Checks or ACH payments will be transmitted three business days
prior to the date selected for receipt of the monthly or quarterly payment
(the date of receipt is approximate), according to the choice specified
in writing by the Planholder.
6. The amount and the interval of disbursement payments and the
address to which checks are to be mailed may be changed at any time by the
Planholder on written notification to the Transfer Agent. The Planholder
should allow at least two weeks' time in mailing such notification before
the required change can be put in effect.
7. 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 such 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 of such redemption to the Planholder.
8. The Plan may, at any time, be terminated by the Planholder on
written notice to the Transfer Agent, or by the Transfer Agent upon
receiving directions to that effect from the Fund. the Transfer Agent
will also terminate the Plan upon receipt of evidence satisfactory to it
of the death or legal incapacity of the Planholder. Upon termination of
the Plan by the Transfer Agent or the Fund, shares remaining unredeemed
will be held in an uncertificated account 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, his executor or guardian, or as otherwise appropriate.
9. For purposes of using shares held under the Plan as collateral,
the Planholder may request issuance of a portion of his shares in
certificated form. Upon written request from the Planholder, the Transfer
Agent will determine the number of shares as to which a certificate may
be issued, so as not to cause the withdrawal checks to stop because of
exhaustion of uncertificated shares needed to continue payments. Should
such uncertificated shares become exhausted, Plan withdrawals will
terminate.
10. The Transfer Agent shall incur no liability to the Planholder
for any action taken or omitted by the Transfer Agent in good faith.
11. In the event that the Transfer Agent shall cease to act as
transfer agent for the Fund, the Planholder will be deemed to have
appointed any successor transfer agent to act as his agent in
administering the Plan.
LETTERS OF INTENT
In submitting a Letter of Intent ("Letter") to purchase shares of the
Fund and other OppenheimerFunds at a reduced sales charge, the investor
agrees to the terms of the Prospectus, the Application used to buy such
shares and the language in this Additional Statement as to Letters of
Intent, as they may be amended from time to time by the Fund. Such
amendments will apply automatically to existing Letters of Intent.
A Letter is the investor's statement of intention to purchase Class
A shares of the Fund (and other eligible OppenheimerFunds sold with a
sales charge) during the 13-month period from the investor's first
purchase pursuant to the Letter (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 investor states the intention to make the
aggregate amount of purchases (excluding any reinvestments of dividends
or distributions or purchases made at net asset value without sales
charge), which together with the investor's holdings of such funds
(calculated at their respective public offering prices calculated on the
date of the Letter) will equal or exceed the amount specified in the
Letter to obtain the reduced sales charge rate (as set forth in "How to
Buy Shares" in the Prospectus) applicable to purchases of shares in that
amount (the "intended amount"). 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 amount, as described in the applicable
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 such fund shares on the last day of that period,
do not equal or exceed the intended 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 amount will be held in escrow by the Fund's transfer agent
subject to the Terms of Escrow.
If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended 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 total purchases. If total eligible purchases during
the Letter of Intent period exceed the intended 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 refer to 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
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
to 5% of the intended amount specified in the Letter shall be held in
escrow by the Fund's transfer agent. For example, if the intended amount
specified under the Letter 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 total minimum investment 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 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 his attorney-in-fact to surrender for
redemption any or all escrowed shares on the books of the Fund.
5. The funds whose shares are eligible for purchase under the
Letter (or the holding of which may be counted toward completion of the
Letter) do not include any fund whose shares are sold without a front-end
sales charge or without being subject to a Class A contingent deferred
sales charge unless (for the purpose of determining completion of the
obligation to purchase shares under the Letter) the shares were acquired
in exchange for shares of a fund (described as an "Eligible Fund" in the
Prospectus) whose shares were acquired by payment of a 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 "Exchange Privilege," and the
escrow will be transferred to that other fund.
<PAGE>
Independent Auditors' Report
The Board of Trustees and Shareholders of Oppenheimer Discovery Fund:
We have audited the accompanying statements of investments and assets and
liabilities of Oppenheimer Discovery Fund as of September 30, 1993, and
the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year
period then ended and the financial highlights for each of the years in
the seven-year period then ended and the period from September 11, 1986
(commencement of operations) to September 30, 1986. 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 and financial highlights. Our
procedures included confirmation of securities owned as of September 30,
1993, 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 Discovery Fund as of September 30, 1993, the results of its
operations for the year then ended, the changes in its net assets for each
of the years in the two-year period then ended, and the financial
highlights for each of the years in the seven-year period then ended and
the period from September 11, 1986 (commencement of operations) to
September 30, 1986, in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick
- ---------------------
KPMG Peat Marwick
Denver, Colorado
October 21, 1993
<PAGE>
Statement of Investments September 30, 1993
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
<S> <C> <C>
Repurchase Agreements -- 9.0%
Repurchase agreement with First Chicago Capital Markets, $52,500,000 $52,500,000
3.375%, dated 9/30/93 and maturing 10/1/93, collateralized
by U.S. Treasury Nts., 6.875%, 3/31/97, with a value of
$53,577,814 (Cost $52,500,000)
Corporate Bonds and Notes -- 3.9%
IntelCom Group, Inc., 8% Cv. Sub. Debs., 9/24/98(1) 2,000,000 2,192,220
Lam Research Corp., 6% Cv. Sub. Debs., 5/1/03 2,925,000 3,175,000
Medaphis Corp., 6.50% Cv. Sub. Debs., 1/1/00 (1) 2,000,000 2,290,000
Physicians Clinical Laboratory, Inc., 7.50% Cv. Sub. Debs., 3,000,000 3,225,000
8/15/00(1)
RHI Entertainment, Inc., 6.50% Cv. Sub. Debs., 6/1/03 3,250,000 3,591,250
Solectron Corp., 0%, Liq. Yld. Opt. Sub. Nts., 5/5/12 4,101,600 6,990,000
United Gaming, Inc., 7.50% Cv. Sub. Debs., 9/15/03 (1) 1,500,000 1,500,000
Total Corporate Bonds and Notes (Cost $18,993,211) 22,963,470
Units
Rights, Warrants and Certificates --.0%
Tandon Computers Wts., Exp. 11/93* 1,091 --
Windmere Corp. Wts., Exp. 1/98* 238 --
Xoma Corp. Wts., Exp. 6/95* 6,914 3,457
Total Rights, Warrants and Certificates (Cost $1,729) 3,457
Shares
Common Stocks --88.0%
Basic Materials -- 1.1%
Chemicals-Specialty -- .7% BAREFOOT, INC.* 140,000 3,885,000
Metals-Miscellaneous -- .4% Custom Chrome, Inc.* 100,000 2,312,500
Consumer Cyclicals -- 30.5%
Auto Parts - Bailey Corp.* 120,000 1,545,000
After Market -- 1.2% O'Reilly Automotive, Inc.* 120,000 2,790,000
Stant Corp.* 150,000 2,662,500
6,997,500
Broadcast Media -- 1.3% All American Communications, Inc.* 114,000 1,083,000
EZ Communications, Inc.* 160,000 2,880,000
RHI Entertainment, Inc.* 85,500 1,506,937
Spectravison, Inc.* 200,000 2,250,000
7,719,937
Entertainment -- 5.4% Autotote Corp., Cl. A* 60,000 2,790,000
Boomtown, Inc.* 118,500 2,725,500
Evergreen Media Corp., Cl. A* 71,000 1,579,750
Hollywood Park, Inc.* 120,000 3,930,000
Jackpot Enterprises, Inc. 132,880 2,109,470
Monarch Casino & Resort, Inc.* 260,000 1,917,500
Players International, Inc.* 210,000 4,830,000
President Riverboat Casinos, Inc.* 70,500 3,128,438
Primadonna Resorts, Inc. 40,000 1,400,000
RIO HOTEL & CASINO, INC.* 120,000 2,205,000
<PAGE>
Market Value
Shares See Note 1
Common Stocks (continued)
Consumer Cyclicals (continued)
Entertainment (continued) Samuel Goldwyn Co.* 100,000 $ 1,312,500
WMS Industries, Inc.* 150,000 4,031,250
31,959,408
Homebuilding -- .7% Redman Industries, Inc.* 78,000 1,238,250
Schuler Homes, Inc.* 120,000 2,880,000
4,118,250
Hotels/Motels -- .6% Hospitality Franchise Systems, Inc.* 80,000 3,710,000
Household Furnishings Berjaya Singar Bhd 1,500,000 3,211,046
and Appliances -- 1.5% Rhodes, Inc.* 182,000 2,684,500
Semi-Tech Ltd. 1,494,557 2,782,656
8,678,202
Leisure Time -- 1.5% Bally Gaming International, Inc.* 135,000 2,649,375
Funco, Inc.* 118,000 1,888,000
Showboat, Inc. 100,000 2,050,000
Sodak Gaming, Inc.* 45,000 1,406,250
Swing-N-Slide Corp.* 56,000 560,000
8,553,625
Publishing -- .7% Marvel Entertainment Group, Inc.* 90,000 3,982,500
Restaurants -- 4.2% Applebee's International, Inc. 200,000 4,450,000
Apple South, Inc. 435,000 8,700,000
DF & R Restaurants, Inc.* 95,000 2,042,500
Hamburger Hamlet Restaurants, Inc.* 28,000 210,000
Landry's Seafood Restaurants, Inc.* 100,000 2,025,000
Marcus Corp. (The) 110,000 2,777,500
Outback Steakhouse, Inc.* 120,000 4,410,000
24,615,000
Retail Stores - General Damark International, Inc.* 215,000 3,708,750
Merchandise Chains -- 1.6% Stein Mart, Inc.* 157,500 3,701,250
Value City Department Stores, Inc.* 100,000 1,662,500
9,072,500
Retail - Specialty -- 8.0% Barnes & Noble, Inc.* 51,000 1,421,625
Bed Bath & Beyond, Inc.* 160,000 5,200,000
CML Group, Inc. 300,000 8,662,500
Discount Auto Parts, Inc.* 90,000 2,126,250
General Nutrition Cos., Inc.* 135,000 6,682,500
Insurance Auto Auctions, Inc.* 147,500 5,678,750
Michaels Stores, Inc.* 76,500 2,677,500
Musicland Stores Corp.* 170,900 3,054,838
Nu-Kote Holding, Inc., Cl. A* 130,000 2,405,000
PetsMart, Inc.* 80,000 2,820,000
<PAGE>
Statement of Investments (continued)
Market Value
Shares See Note 1
Common Stocks (continued)
Consumer Cyclicals (continued)
Retail - Specialty Rex Stores Corp.* 230,000 $ 5,146,250
(continued) Smart & Final, Inc. 109,500 1,519,312
47,394,525
Shoes -- 1.0% Baker (J.), Inc. 300,000 6,112,500
Textiles - Apparel Authentic Fitness Corp.* 100,000 2,725,000
Manufacturers -- 2.8% Chic by H.I.S., Inc.* 141,200 1,341,400
Mohawk Industries, Inc.* 120,000 3,660,000
Nautica Enterprises, Inc.* 145,000 4,060,000
Phillips-Van Heusen Corp. 140,000 4,497,500
16,283,900
Consumer Non-Cyclicals -- 13.6%
Drugs -- 3.1% Copley Pharmaceutical, Inc.* 105,000 4,856,250
Ethical Holdings Ltd., ADR* 320,000 3,040,000
LifeQuest Medical, Inc.(2)* 200,000 2,300,000
Nature's Bounty, Inc.* 272,500 4,836,875
Perrigo Co.* 109,000 3,379,000
18,412,125
Food Processing -- .4% Santilippo (John B.) & Son, Inc.* 150,000 2,512,500
Healthcare - Value Health, Inc.* 75,000 2,568,750
Diversified -- .4%
Healthcare - EMPI, Inc.* 146,100 4,328,212
Miscellaneous -- 5.9% Genentech, Inc.* 50,000 2,143,750
Genesis Health Ventures, Inc.* 125,000 2,312,500
Genetic Therapy, Inc.* 130,000 2,372,500
Gilead Sciences, Inc.* 200,000 2,900,000
Health Care and Retirement Corp.* 300,000 5,775,000
Intergroup Healthcare Corp.* 90,000 3,217,500
Noven Pharmaceuticals, Inc.* 140,000 1,662,500
Perseptive Technology Corp. Units (1)* 1,000 1,218,100
PerSeptive Biosystems, Inc.* 71,300 1,568,600
Rural/Metro Corp.* 100,000 1,700,000
SciClone Pharmaceuticals, Inc.* 137,000 2,534,500
Universal Standard Medical Laboratories, Inc.* 160,000 2,320,000
34,053,162
Hospital American Medical Response* 100,000 2,587,500
Management -- 1.7% Clinicorp, Inc.* 50,000 150,000
Clinicorp, Inc.(1)* 450,000 1,100,250
Lincare Holdings, Inc.* 100,000 3,825,000
Medaphis Corp.* 80,000 2,120,000
9,782,750
<PAGE>
Market Value
Shares See Note 1
Common Stocks (continued)
Consumer Non-Cyclicals
(continued)
Medical Products -- 2.1% Applied Immune Sciences, Inc.* 60,000 $ 840,000
MARQUETTE ELECTRONICS, INC., Cl. A* 130,000 2,047,500
OrthoLogic Corp.* 75,000 262,500
Ventritex, Inc.* 150,000 5,475,000
Zoll Medical Corp.* 100,000 3,625,000
12,250,000
Energy -- 4.2%
Oil - Exploration and Tipperary Corp.* 300,000 2,062,500
Production -- .4%
Oil and Gas Drilling -- 3.6% Alexander Energy Corp.* 312,500 2,109,375
Clayton Williams Energy, Inc.* 150,000 2,437,500
Cross Timbers Oil Co. 160,000 2,780,000
International Colin Energy Corp. 78,200 1,231,650
Nabors Industries, Inc.* 500,000 4,687,500
Noble Drilling Corp.* 150,000 1,368,750
St. Mary Land & Exploration Co. 250,000 3,437,500
Stone Energy Corp.* 200,000 3,050,000
21,102,275
Oil Well Services and Weatherford International, Inc.* 100,000 1,250,000
Equipment -- .2%
Financial -- 11.8%
Financial Services - American Residential Holding Corp.* 115,000 2,328,750
Miscellaneous -- 7.3% BHC Financial, Inc. 137,000 5,394,375
CMAC Investment Corp. 100,000 3,287,500
First USA, Inc. 111,600 7,449,300
Foothill Group, Inc. (The), Cl. A 350,000 4,637,500
Green Tree Financial Corp. 189,600 10,238,400
Mutual Risk Management Ltd. 35,800 1,557,300
North American Mortgage Co. 66,000 2,128,500
Olympic Financial Ltd.* 400,000 2,350,000
Servicios Financieros Quadrun SA, ADR* 200,000 3,575,000
42,946,625
Insurance - CCP Insurance, Inc. 250,000 7,812,500
Multi-Line -- 2.0% EXEL Ltd. 80,000 3,690,000
11,502,500
Insurance - Property and ACE Ltd. 90,000 2,981,250
Casualty -- 1.8% HCC Insurance Holdings, Inc.* 60,000 1,920,000
Mid Ocean Ltd.* 160,500 5,477,062
10,378,312
Major Banks - Cullen Frost Bankers, Inc.* 50,000 1,812,500
Regional -- .3%
<PAGE>
Statement of Investments (continued)
Market Value
Shares See Note 1
Common Stocks (continued)
Financial (continued)
Savings and Metropolitan Bancorp* 150,000 $ 2,362,500
Loans/Holding Cos. -- .4%
Industrial -- 2.9%
Commercial Services -- .9% Education Alternatives, Inc.* 90,000 3,240,000
Starsight Telecast, Inc.* 100,000 2,100,000
5,340,000
Electrical AER Energy Resources, Inc.* 268,000 2,278,000
Equipment -- 1.1% Kent Electronics Corp.* 114,000 2,949,750
Megatest Corp.* 60,000 1,095,000
6,322,750
Manufacturing - Diversified Johnstown America Industries, Inc.* 50,000 1,150,000
Industrials -- .5% Stewart & Stevenson Services, Inc. 42,000 1,963,500
3,113,500
Pollution Control -- .2% Kaiser Steel Resources, Inc. 80,000 1,180,000
Transportation - Fritz Cos., Inc.* 45,000 1,316,250
Miscellaneous -- .2%
Technology -- 22.3%
Computer Software and Acxiom Corp.* 200,000 4,350,000
Services -- 18.7% America Online, Inc.* 50,000 2,850,000
Catalina Marketing Corp.* 24,000 1,059,000
Cheyenne Software, Inc.* 80,000 2,710,000
Compuware Corp.* 175,000 3,806,250
Cornerstone Imaging, Inc.* 142,000 2,059,000
CUC International, Inc.* 170,000 6,077,500
Davidson & Associates, Inc.* 121,000 2,253,625
Electronic Arts, Inc.* 160,000 5,480,000
EMC Corp.* 290,000 10,222,500
Fourth Shift Corp.* 152,000 950,000
GTECH Holdings Corp.* 88,000 3,168,000
HBO & Co. 150,000 5,550,000
Information Resources, Inc.* 100,000 3,925,000
Interlinq Software Corp.* 195,000 1,657,500
NetManage, Inc.* 77,500 2,073,125
OCTUS, Inc., Units (2)* 270,000 2,565,000
Oracle Systems Corp.* 100,000 6,137,500
Pairgain Technologies, Inc.* 126,800 2,599,400
Progress Software Corp.* 40,000 2,260,000
Pyxis Corp.* 140,000 7,770,000
QuickResponse Services, Inc.* 95,900 2,685,200
SPS Transaction Services, Inc.* 90,000 5,220,000
<PAGE>
Market Value
Shares See Note 1
Common Stocks (continued)
Technology (continued)
Computer Software and SPSS, Inc.(2)* 300,000 $ 2,400,000
Services (continued) Sapiens International Corp.* 100,000 2,575,000
Softimage, Inc.* 84,000 1,543,500
Software Spectrum, Inc.* 60,000 1,530,000
Sybase, Inc.* 70,000 4,690,000
Symantec Corp.* 250,000 4,843,750
U.S. Robotics, Inc.* 50,000 1,700,000
Wind River Systems* 72,000 828,000
Zebra Technologies Corp., Cl. A* 60,000 2,670,000
110,208,850
Computer Systems -- 1.4% BancTec, Inc.* 180,000 3,712,500
Cisco Systems, Inc.* 70,000 3,500,000
Computer Network Technology Corp.* 130,000 1,056,250
8,268,750
Electronics - Aseco Corp.* 101,000 1,212,000
Instrumentation -- .4% IEC Electronics Corp.* 75,000 900,000
2,112,000
Electronics - Mrs Technology, Inc.* 162,900 2,036,250
Semiconducters -- .3%
Office Equipment and Supermac Technology, Inc.* 120,000 1,800,000
Supplies -- .3%
Telecommunications -- 1.2% Cencall Communications Corp.* 50,000 1,500,000
Intertel Communications, Inc.(1)* 150,000 2,162,067
LCI International, Inc.* 65,000 2,307,500
WCT Communications, Inc.* 175,000 1,312,500
7,282,067
Utilities -- 1.6%
Electric Companies -- .4% Philadelphia Consolidated Holding Co.* 200,000 2,575,000
Natural Gas -- .3% Eastex Energy, Inc.* 240,000 1,530,000
Telephone (new) -- .9% Peoples Telephone Co., Inc.* 427,500 5,343,750
Total Common Stocks (Cost $350,027,507) 516,821,013
<PAGE>
Statement of Investments (continued)
Market Value
See Note 1
Total Investments, at Value 100.9% $592,287,940
(Cost $421,522,447)
Liabilities in Excess of Other Assets (.9) (5,230,945)
Net Assets 100.0% $587,056,995
<FN>
* Non-income producing security
(1) Restricted security -- See Note 6 of notes to financial statements.
(2) Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the year ended September 30,
1993. The aggregate fair value of all securities of affiliated companies
as of September 30, 1993 amounted to $7,265,000. Transactions during the
period in
which the issuer was an affiliate are as follows:
</TABLE>
<TABLE>
<CAPTION>
Balance Balance
September 30, 1992 Gross Additions Gross Reductions September 30, 1993
Shares Cost Shares Cost Shares Cost Shares Cost
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alexander Energy Corp. -- $ -- 230,000 $ 1,074,629 230,000 $1,074,629 -- $ --
Celebrity, Inc. -- -- 300,000 3,861,408 300,000 3,861,408 -- --
CITATION Computer
Systems, Inc. -- -- 200,000 1,426,990 200,000 1,426,990 -- --
LifeQuest Medical, Inc. 200,000 2,011,250 -- -- -- -- 200,000 2,011,250
OCTUS, Inc., Units -- -- 300,000 1,925,000 30,000 259,688 270,000 1,665,312
SPSS, Inc. -- -- 300,000 2,400,000 -- -- 300,000 2,400,000
$2,011,250 $10,688,027 $6,622,715 $6,076,562
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Statement of Assets and Liabilities September 30, 1993
<TABLE>
<S> <C> <C>
Assets Investments, at value (cost $421,522,447) -- see accompanying statement $592,287,940
Cash 2,586,201
Receivables:
Investments sold 9,607,358
Shares of beneficial interest sold 1,513,972
Dividends and interest 1,136,064
Other 32,622
Total assets 607,164,157
Liabilities Payables and other liabilities:
Investments purchased 16,147,763
Shares of beneficial interest redeemed 3,303,350
Distribution assistance --Note 5 320,085
Other 335,964
Total liabilities 20,107,162
Net Assets $587,056,995
Composition of Net Assets Paid-in capital $405,790,736
Accumulated net investment loss (3,803,286)
Accumulated net realized gain from investment and written option transactions 14,304,052
Net unrealized appreciation of investments -- Note 3 170,765,493
Net Assets -- Applicable to 14,713,109 shares of beneficial interest outstanding $587,056,995
Net Asset Value and Redemption Price Per Share $39.90
Maximum Offering Price Per Share (net asset value plus sales charge of 5.75% of offering price) $42.33
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Statement of Operations For the Year Ended September 30, 1993
<TABLE>
<S> <C> <C>
Investment Income Interest $ 1,719,202
Dividends 1,608,334
Total income 3,327,536
Expenses Management fees - Note 5 3,286,982
Distribution assistance - Note 5 1,084,511
Transfer and shareholder servicing agent fees - Note 5 951,511
Shareholder reports 228,470
Trustees' fees and expenses 52,411
Registration and filing fees 43,851
Legal and auditing fees 38,627
Other 53,560
Total expenses 5,739,923
Net Investment Loss (2,412,387)
Realized and Net realized gain (loss)on investments:
Unrealized Gain (Loss) Unaffiliated companies 21,149,991
on Investments Affiliated companies (1,630,839)
and Options Written Net realized gain on closing of option contracts written - Note 4 132,200
Net realized gain 19,651,352
Net change in unrealized appreciation of investments:
Beginning of year 30,301,040
End of year - Note 3 170,765,493
Net change 140,464,453
Net Realized and Unrealized Gain on Investments and Options Written 160,115,805
Net Increase in Net Assets Resulting from Operations $157,703,418
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Year Ended September 30,
1993 1992
<S> <C> <C> <C>
Operations Net investment loss $ (2,412,387) $ (1,351,604)
Net realized gain on investments and options written 19,651,352 130,429
Net change in unrealized appreciation or depreciation of
investments and options written 140,464,453 6,482,262
Net increase in net assets resulting from operations 157,703,418 5,261,087
Distributions to Distributions from net realized gain on investments and
Shareholders options written ($1.29 per share) -- (6,676,754)
Beneficial Interest Net increase in net assets resulting from beneficial
Transactions interest transactions - Note 2 135,344,010 178,315,081
Net Assets Total increase 293,047,428 176,899,414
Beginning of year 294,009,567 117,110,153
End of year (including accumulated net investment losses
of $3,803,286 and $1,390,899, respectively) $587,056,995 $294,009,567
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Financial Highlights
<TABLE>
<CAPTION>
Year Ended September 30,
1993 1992+ 1991 1990 1989 1988 1987 1986++
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $ 27.62 $ 26.03 $ 17.97 $ 24.51 $ 17.62 $ 21.49 $ 14.21 $14.29
Income (loss) from investment operations:
Net investment income (loss) (.13) (.17) .06 .16 .29 .14 .02 .02
Net realized and unrealized gain (loss)
on investments and options written 12.41 3.05 8.87 (4.84) 6.74 (1.98) 7.28 (.10)
Total income (loss) from
investment operations 12.28 2.88 8.93 (4.68) 7.03 (1.84) 7.30 (.08)
Dividends and distributions to shareholders:
Dividends from net investment income -- -- (.19) (.30) (.14) (.05) (.02) --
Distributions from net realized gain on
investments and options written -- (1.29) (.68) (1.56) -- (1.98) -- --
Total dividends and
distributions to shareholders -- (1.29) (.87) (1.86) (.14) (2.03) (.02) --
Net asset value, end of period $ 39.90 $ 27.62 $ 26.03 $ 17.97 $ 24.51 $ 17.62 $ 21.49 $14.21
Total Return,
at Net Asset Value** 44.46% 11.28% 51.88% (20.34)% 40.23% (7.11)% 51.08% (.56)%
Ratios/Supplemental Data:
Net assets, end of
period (in thousands) $587,057 $294,010 $117,110 $50,357 $53,793 $33,361 $35,834 $1,353
Average net assets
(in thousands) $451,016 $218,065 $ 75,083 $54,454 $40,641 $32,089 $21,439 $1,173
Number of shares outstanding
at end of period (in thousands) 14,713 10,647 4,499 2,802 2,195 1,894 1,667 95
Ratios to average net assets:
Net investment income (loss) (.54)% (.62)% .22% .83% 1.52% .80% .19% 3.55%*
Expenses 1.27 % 1.52 % 1.42% 1.53% 1.46% 1.52% 1.74% 1.50%*
Portfolio turnover rate*** 85.2 % 67.9 % 158.1% 234.6% 132.0% 169.0% 145.4% 0.0%
<FN>
*Annualized.
**Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, 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.
***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 year ended September 30, 1993 were
$478,940,105 and $354,427,899, respectively.
+Per share amounts calculated based on the weighted average number of
shares outstanding during the year.
++For the period from September 11, 1986 (commencement of operations) to
September 30, 1986.
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Notes to Financial Statements
1. Significant Accounting Policies
Oppenheimer Discovery Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment adviser is Oppenheimer
Management Corporation (the Manager). The following is a summary of
significant accounting policies consistently followed by the Fund.
Investment Valuation -- Portfolio securities are valued at 4:00 p.m. (New
York time) 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 asked price or the last sale price on the prior trading day. Long-term
debt securities are valued by a portfolio pricing service approved by the
Board of Trustees. Long-term debt securities which cannot be valued by the
approved portfolio pricing service are valued by averaging the mean
between the bid and asked prices obtained from two active market makers
in such securities. Short-term 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.
Securities for which market quotes are not readily available are valued
under procedures established by the Board of Trustees to determine fair
value in good faith. A call option is valued based upon the last sales
price on the principal exchange on which the option is traded or, in the
absence of any transactions that day, the value is based upon the last
sale on the prior trading date if it is within the spread between the
closing bid and asked prices. If the last sale price is outside the
spread, the closing bid or asked price closest to the last reported sale
price is used.
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. 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.
Call Options Written -- The Fund may write covered call options. When an
option is written, the Fund receives a premium and becomes obligated to
sell the underlying security at a fixed price, upon exercise of the
option. In writing an option, the Fund bears the market risk of an
unfavorable change in the price of the security underlying the written
option. Exercise of an option written by the Fund could result in the Fund
selling a security at a price different from the current market value. All
securities covering call options written are held in escrow by the
custodian bank.
Federal Income 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 tax provision is required. At
September 30, 1993, the Fund had available for federal income tax purposes
an unused capital loss carryover of approximately $1,943,000 expiring in
1995, the usage of which is subject to certain limitations.
Trustees' Fees and Expenses -- The Fund has adopted a nonfunded retirement
plan for the Fund's independent trustees. Benefits are based on years of
service and fees paid to each trustee during the years of service. During
the year ended September 30, 1993, a provision of $18,386 was made for the
Fund's projected benefit obligations, resulting in an accumulated
liability of $117,741 at September 30, 1993. No payments have been made
under the plan.
Distributions to Shareholders -- Dividends and distributions to
shareholders are recorded on the ex-dividend date.
<PAGE>
Notes to Financial Statements (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. Discount on securities purchased is
amortized over the life of the respective securities, in accordance with
federal income tax requirements. 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.
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>
Year Ended September 30, 1993 Year Ended September 30, 1992
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Sold 10,406,503 $ 349,688,611 9,744,248 $ 280,162,474
Distributions reinvested -- -- 238,690 6,317,605
Redeemed (6,339,986) (214,344,601) (3,834,940) (108,164,998)
Net increase 4,066,517 $ 135,344,010 6,147,998 $ 178,315,081
</TABLE>
3. Unrealized Gains and Losses on Investments
At September 30, 1993, net unrealized appreciation of investments of
$170,765,493 was composed of gross appreciation of $177,329,935, and gross
depreciation of $6,564,442.
4. Call Option Activity
Call option activity for the year ended September 30, 1993 was as follows:
<TABLE>
<CAPTION>
Number of Amount of
Options Premiums
<S> <C> <C>
Options outstanding at September 30, 1992 -- $ --
Options written 779 252,939
Options cancelled in closing purchase transactions (779) (252,939)
Options outstanding at September 30, 1993 -- $ --
</TABLE>
The cost of cancelling options in closing purchase transactions was
$120,739, resulting in a net short-term capital gain of $132,200.
5. 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 an annual fee of .75%
on the first $200 million of net assets with a reduction of .03% on each
$200 million thereafter to $800 million, and .60% on net assets in excess
of $800 million. The Manager has agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the most stringent applicable
regulatory limit on Fund expenses.
For the year ended September 30, 1993, commissions (sales charges paid by
investors) on sales of Fund shares totaled $6,534,429, of which $1,751,688
was retained by Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary
of the Manager, as general distributor, and by an affiliated broker-
dealer.
Oppenheimer Shareholder Services (OSS), a division of the Manager, is the
transfer and shareholder servicing agent for the Fund, and for other
registered investment companies. OSS's total costs of providing such
services are allocated ratably to these companies.
<PAGE>
Under an approved plan of distribution, the Fund may expend up to .25% of
its net assets annually to reimburse OFDI for costs incurred in
distributing shares of the Fund, including amounts paid to brokers and
dealers. During the year ended September 30, 1993, OFDI paid $51,898 to
an affiliated broker-dealer as reimbursement for distribution-related
expenses.
6. Restricted Securities
The Fund owns securities purchased in private placement transactions,
without registration under the Securities Act of 1933 (the Act). The
securities are valued under methods approved by the Board of Trustees as
reflecting fair value. The Fund intends to invest no more than 10% of its
net assets (determined at the time of purchase) in restricted and illiquid
securities, excluding securities eligible for resale pursuant to Rule 144A
of the Act that are determined to be liquid by the Board of Trustees or
by the Manager under Board-approved guidelines. Restricted and illiquid
securities amount to $6,672,637, or 1.14% of the Fund's net assets, at
September 30, 1993.
<TABLE>
<CAPTION>
Valuation
Per Unit as of
Security Acquisition Date Cost Per Unit September 30, 1993
<S> <C> <C> <C>
Clinicorp, Inc. 3/23/93 $ 5.50 $ 2.45
IntelCom Group, Inc., 8%
Cv. Sub. Debs., 9/24/98 9/24/93 $ 100.00 $ 109.61
Intertel Communications, Inc. 6/9/93 $ 5.50 $ 14.41
Medaphis Corp., 6.50% Cv.
Sub. Debs., 1/1/00+ 12/22/92 $ 100.00 $ 114.50
Perseptive Technology Corp. 12/16/92 $1,000.00 $1,218.10
Physicians Clinical
Laboratory, Inc., 7.50%
Cv. Sub. Debs., 8/15/00+ 8/17/93 $ 100.00 $ 107.50
United Gaming, Inc., 7.50%
Cv. Sub. Debs., 9/15/03+ 9/14/93 $ 100.00 $ 100.00
<FN>
+Transferable under Rule 144A of the Act.
</TABLE>
<PAGE>
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
48 Wall Street
New York, New York 10286
Independent Auditors
KPMG Peat Marwick
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
<PAGE>
OPPENHEIMER DISCOVERY FUND
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Highlights from September 11, 1986 (commencement
of operations) thorough 9/30/93 (see Part A): Filed herewith.
(2) Independent Auditors' Report (see Part B): Filed
herewith.
(3) Statement of Investments at 9/30/93 (see Part B): Filed
herewith.
(4) Statement of Assets and Liabilities at 9/30/93 (see Part
B): Filed herewith.
(5) Statement of Operations for the year ended 9/30/93 (see
Part B): Filed herewith.
(6) Statement of Changes in Net Assets for the years ended
9/30/92 and 9/30/93 (see Part B): Filed herewith.
(7) Notes to Financial Statements (see Part B): Filed
herewith.
(b) Exhibits:
(1) Amended and Restated Declaration of Trust made as of
February 10, 1994: Filed herewith. (CE)
(2) By-Laws amended as of 6/1/92: Filed with Registrant's Post-
Effective Amendment No. 12, 11/22/93, and incorporated herein by
reference. (P)
(3) Inapplicable.
(4) (i) Specimen Class A Share Certificate: Filed
herewith. (CE)
(ii) Specimen Class B Share Certificate: Filed
herewith. (CE)
(5) Investment Advisory Agreement dated June 1, 1992: Filed
with Registrant's Post-Effective Amendment No. 11, 1/28/93, and
incorporated herein by reference.
(6) (i) General Distributor's Agreement dated December 10,
1992: Filed with Registrant's Post-Effective Amendment No. 11, 1/28/93,
and incorporated herein by reference. (P)
(ii) Prototype Oppenheimer Fund Management, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 12 of Oppenheimer
Government Securities Fund (Reg. No. 33-02769), 12/2/92, and incorporated
herein by reference. (P)
(iii) Prototype Oppenheimer Fund Management, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 12 of Oppenheimer
Government Securities Fund (Reg. No. 33-02769), 12/2/92, and incorporated
by reference. (P)
(iv) Prototype Oppenheimer Fund Management, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 12 of Oppenheimer
Government Securities Fund (Reg. No. 33-02769), 12/21/92, and incorporated
herein by reference. (P)
(v) Broker Agreement between Oppenheimer Fund Management,
Inc. and Newbridge Securities, Inc. dated 10/1/86: Filed with Post-
Effective Amendment No. 25 of Oppenheimer Special Fund (Reg. No. 2-45272),
11/1/86, and incorporated herein by reference. (P)
(7) Retirement Plan for Non-Interested Trustees, June 7, 1990:
Filed with Post-Effective Amendment No. 34 to the Registration Statement
of Oppenheimer Special Fund (File No. 2-45272) August 31, 1990, and
incorporated herein by reference. (P)
(8) Custody Agreement dated 6/10/92: Filed with Registrant's
Post-Effective Amendment No. 10, 12/3/92, and incorporated herein by
reference. (P)
(9) Inapplicable.
(10) Opinion and Consent of Counsel dated 8/1/86: Filed with
Registrant's Post-Effective Amendment No. 3, 1/27/88, and incorporated
herein by reference. (P)
(11) Independent Auditors' Consent: Filed herewith.
(12) Inapplicable.
(13) Investment Letter from Oppenheimer Management Corporation
to Registrant dated 8/15/86: Filed with Registrant's Post-Effective
Amendment No. 5, 12/1/89, and incorporated herein by reference.
(14) (i) Form of Individual Retirement Account (IRA) Trust
Agreement: Previously filed with Post-Effective Amendment No. 21 to the
Registration Statement of Oppenheimer U.S. Government Trust (File No.
2-76645), 8/25/93, and incorporated herein by reference. (P)
(ii) Form of Standardized and Non-Standardized Profit-
Sharing Plan for self-employed persons and corporations: Filed with
Post-Effective Amendment No. 3 of Oppenheimer Global Growth & Income Fund
(File No. 33-33799), 1/30/92, and incorporated herein reference. (P)
(iii) Form of Tax Sheltered Retirement Plan and Custody
Agreement for employees of public schools and tax-exempt Organizations:
Previously filed with Post-Effective Amendment No. 22 of Oppenheimer
Directors Fund (File No. 2-62240), 2/1/90, and incorporated herein by
reference. (P)
(iv) Form of Simplified Employee Pension IRA: Previously
filed with Post-Effective Amendment No. 36 of Oppenheimer Equity Income
Fund (File No. 2-33043), 10/23/91, and incorporated herein by reference.
(P)
(v) Form of SAR-SEP Simplified Employee Pension IRA:
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.
(15) (i) Service Plan and Agreement for Class A shares dated
6/10/93 under Rule 12b-1 of the Investment Company Act of 1940: Filed with
Registrant's Post-Effective Amendment No. 13, 1/20/94, and incorporated
herein by reference. (CE)
(ii) Distribution and Service Plan and Agreement for Class
B shares dated April 1, 1994 under Rule 12b-1 of the Investment Company
Act of 1940 for Class B Shares: Filed herewith.
(16) Performance Calculations: Filed with Registrant's Post-
Effective Amendment No. 13, 1/20/94, and incorporated herein by reference.
(CE)
-- Powers of Attorney: Filed with Registrant's Post-Effective
Amendment No. 12, 11/22/93, and incorporated herein by reference. (CE)
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities
Number of
Record Holders as
Title of Class of February 18, 1994
Class A Shares of Beneficial Interest 78,175
Item 27. Indemnification
Reference is made to parts (c) through (g) of Section 7(c) of Article
SEVENTH of Registrant's Declaration of Trust.
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) Oppenheimer Management Corporation 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 hereto.
(b) For information as to the business, profession, vocation or
employment of a substantial nature of each of the directors and principal
executive officers of Oppenheimer Management Corporation, reference is
made to Part B of this Registration Statement and to the registration on
Form ADV filed by Oppenheimer Management Corporation under the Investment
Advisers Act of 1940, which is incorporated herein by reference.
Item 29. Principal Underwriter
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the general distributor of certain of the
other open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Parts A and B of
this Registration Statement.
(b) The information contained in the registration on Form BD of
Oppenheimer Funds Distributor, Inc., filed under the Securities Exchange
Act of 1934, is incorporated herein by reference.
(c) Inapplicable.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act and
rules promulgated thereunder are in possession of Oppenheimer Management
Corporation at its offices at 3410 South Galena Street, Denver, Colorado
80231.
Item 31. Management Services
Inapplicable.
Item 32. Undertakings
(a) Inapplicable.
(b) Inapplicable.
(c) Inapplicable.
<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
of 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 31st day of March, 1994.
OPPENHEIMER DISCOVERY FUND
By: /s/ Donald W. Spiro*
---------------------------
Donald W. Spiro, President
Attest:
/s/ Andrew J. Donohue*
- ----------------------------
Andrew J. Donohue, Secretary
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 March 31, 1994
Leon Levy
/s/ Donald W. Spiro* President, Principal
- -------------------- Executive Officer
Donald W. Spiro and Trustee March 31, 1994
/s/ George Bowen* Treasurer and
- ----------------- Principal Financial
George Bowen and Accounting
Officer March 31, 1994
/s/ Leo Cherne* Trustee March 31, 1994
- ---------------
Leo Cherne
/s/ Edmund T. Delaney* Trustee March 31, 1994
- ----------------------
Edmund T. Delaney
/s/ Robert G. Galli* Trustee March 31, 1994
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee March 31, 1994
- ----------------------
Benjamin Lipstein
/s/ Kenneth A. Randall* Trustee March 31, 1994
- -----------------------
Kenneth A. Randall
/s/ Sidney M. Robbins* Trustee March 31, 1994
- ----------------------
Sidney M. Robbins
/s/ Russell S. Reynolds, Jr.* Trustee March 31, 1994
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Pauline Trigere* Trustee March 31, 1994
- --------------------
Pauline Trigere
/s/ Elizabeth B. Moynihan* Trustee March 31, 1994
- --------------------------
Elizabeth B. Moynihan
/s/ Clayton K. Yeutter* Trustee March 31, 1994
- -----------------------
Clayton K. Yeutter
/s/ Edward V. Regan* Trustee March 31, 1994
- --------------------
Edward V. Regan
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER DISCOVERY FUND
Registration No. 33-371
Post-Effective Amendment No. 15
Index to Exhibits
Exhibit No. Description
24(b)(1) Amended and Restated Declaration of Trust
dated 2/10/94
24(b)(4)(i) Specimen Class A Share Certificate
24(b)(4)(ii) Specimen Class B Share Certificate
24(b)(11) Independent Auditor's Consent
24(b)(15)(ii) Distribution and Service Plan and Agreement
for Class B Shares dated 4/1/94
<PAGE>
Exhibit 24(b)(1)
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OPPENHEIMER DISCOVERY FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of February
10, 1994 by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer Discovery Fund (the
"Fund"), a trust fund under the laws of the Commonwealth of Massachusetts,
for the investment and reinvestment of funds contributed thereto; and
WHEREAS, the Board has authorized the issuance of a second and a
third class of shares, to be designated Class B and Class Y, respectively;
and
WHEREAS, the Trustees desire to make permitted changes to said
Declaration of Trust pursuant to Part 4 of Article THIRD;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and
managed under this Amended and Restated Declaration of Trust IN TRUST as
herein set forth below.
FIRST: This Trust shall be known as OPPENHEIMER DISCOVERY FUND.
The name and address of the Fund's resident agent in Massachusetts shall
be Massachusetts Mutual Life Insurance Company, Attn.: Legal Department,
1295 State Street, Springfield, MA 01111.
SECOND: Whenever used herein, unless otherwise required by the
context or specifically provided:
1. All terms used in this Declaration of Trust which are defined
in the 1940 Act (defined below) shall have the meanings given to them in
the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from time
to time.
4. "Class" means a class of a series of shares established and
designated under or in accordance with the provisions of Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" shall mean this Amended and Restated
Declaration of Trust as it may be amended or restated from time to time.
7. The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations of the Commission thereunder, all as amended
from time to time.
8. "Series" refers to series of shares established and designated
under or in accordance with the provisions of Article FOURTH.
9. "Shareholder" means a record owner of Shares of the Trust.
10. "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Series or Class of the Trust
(as the context may require) shall be divided from time to time and
includes fractions of Shares as well as whole Shares.
11. The "Trust" refers to the Massachusetts business trust created
by this Declaration of Trust, as amended or restated from time to time.
12. "Trustees" refers to the individual trustees in their capacity
as trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are
as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn to
account or realize upon, securities (which term "securities" shall for the
purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any issuer (which term
"issuer" shall for the purposes of this Declaration of Trust, without
limitation of the generality thereof be deemed to include any persons,
firms, associations, corporations, syndicates, business trusts,
partnerships, investment companies, combinations, organizations,
governments, or subdivisions thereof) and in financial instruments
(whether they are considered as securities or commodities); and to
exercise, as owner or holder of any securities or financial instruments,
all rights, powers and privileges in respect thereof; and to do any and
all acts and things for the preservation, protection, improvement and
enhancement in value of any or all such securities or financial
instruments.
2. To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and
by the Trust's fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and
amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including without limitation thereto,
securities) now or hereafter permitted by the laws of the Commonwealth of
Massachusetts and by this Declaration of Trust, as the Trustees may
determine.
4. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel its Shares, or to classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any
Series or Class into one or more Series or Classes that may have been
established
and designated from time to time, all without the vote or consent of the
Shareholders of the Trust, in any manner and to the extent now or
hereafter permitted by this Declaration of Trust.
5. To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the world,
without restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes
as principal or agent, and alone or with associates or to the extent now
or hereafter permitted by the laws of Massachusetts, as a member of, or
as the owner or holder of any stock of, or share of interest in, any
issuer, and in connection therewith or make or enter into such deeds or
contracts with any issuers and to do such acts and things and to exercise
such powers, as a natural person could lawfully make, enter into, do or
exercise.
7. To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out
or attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Trust now or hereafter conferred by the laws
of the Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry
on any business, or exercise any powers, in any state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into
Shares, all without par value, but the Trustees shall have the authority
from time to time to create one or more Series of Shares in addition to
the Series specifically established and designated in part 3 of this
Article FOURTH, and to divide the shares of any Series into two or more
Classes pursuant to Part 2 of this Article FOURTH, all as they deem
necessary or desirable, to establish and designate such Series and
Classes, and to fix and determine the relative rights and preferences as
between the different Series of Shares or Classes as to right of
redemption and the price, terms and manner of redemption, liabilities and
expenses to be borne by any Series or Class, special and relative rights
as to dividends and other distributions and on liquidation, sinking or
purchase fund provisions, conversion on liquidation, conversion rights,
and conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid, all
Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares
of each Series and each Class of a Series that may be issued is unlimited,
and the Trustees may issue Shares of any Series or Class of any Series for
such consideration and on such terms as they may determine (or for no
consideration if pursuant to a Share dividend or split-up), all without
action or approval of the Shareholders. All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable.
The Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more Series or
Classes of Series that may be established and designated from time to
time. The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any
Class of any Series in addition to those established and designated in
part 3 of this Article FOURTH shall be effective upon the execution by
a majority of the Trustees of an instrument setting forth such
establishment and designation and the relative rights and preferences of
such Series or such Class of such Series or as otherwise provided in such
instrument. At any time that there are no Shares outstanding of any
particular Series previously established and designated, the Trustees may
by an instrument executed by a majority of their number abolish that
Series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall be an amendment to this Declaration
of Trust, and the Trustees may make any such amendment without shareholder
approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series of the Trust to the same extent as if
such person were not a Trustee, officer or other agent of the Trust; and
the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series from any such person or any such
organization subject only to the general limitations, restrictions or
other provisions applicable to the sale or purchase of Shares of such
Series generally.
2. The Trustees shall have the authority from time to time to
divide the Shares of any Series into two or more Classes as they deem
necessary or desirable, and to establish and designate such Classes. In
such event, each Class of a Series shall represent interests in the
designated Series of the Trust and have such voting, dividend, liquidation
and other rights as may be established and designated by the Trustees.
Expenses related directly or indirectly to the Shares of a Class of a
Series may be borne solely by such Class (as shall be determined by the
Trustees) and, as provided in Article FIFTH, a Class of a Series may have
exclusive voting rights with respect to matters relating solely to such
Class. The bearing of expenses solely by a Class of Shares of a Series
shall be appropriately reflected (in the manner determined by the
Trustees) in the net asset value, dividend and liquidation rights of the
Shares of such Class of a Series. The division of the Shares of a Series
into Classes and the terms and conditions pursuant to which the Shares of
the Classes of a Series will be issued must be made in compliance with the
1940 Act. No division of Shares of a Series into Classes shall result in
the creation of a Class of Shares having a preference as to dividends or
distributions or a preference in the event of any liquidation, termination
or winding up of the Trust, to the extent such a preference is prohibited
by Section 18 of the 1940 Act as to the Trust.
3. Without limiting the authority of the Trustees set forth in part
1 of this Article FOURTH to establish and designate any further Series,
the Trustees hereby establish one Series of Shares having the same name
as the Trust. Said Shares shall be divided into three Classes, which
shall be designated Class A, Class B and Class Y, as follows: the Shares
of the Class outstanding since the inception of the Trust are hereby
designated Class A Shares, and the Shares initially issued upon the
division of the Shares of that Series into three Classes are hereby
designated Class B Shares and Class Y Shares. The Shares of said Series
and any Shares of any further Series or Classes that may from time to time
be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Series or Classes at the
time of establishing and designating the same) have the following relative
rights and preferences:
(a) Assets Belonging to Series. All consideration received by
the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series
for all purposes, subject only to the rights of creditors, and shall be
so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are
herein referred to as "assets belonging to" that Series. In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items so allocated to a particular Series shall
belong to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all
purposes.
(b) (1) Liabilities Belonging to Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall
be charged and allocated to the assets belonging to each particular
Series. Any general liabilities, expenses, costs, charges and reserves
of the Trust which are not identifiable as belong to any particular Series
shall be allocated and charged by the Trustees to and among any one or
more of the Series established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem
fair and equitable. The liabilities, expenses, costs, charges and
reserves allocated and so charged to each Series are herein referred to
as "liabilities belonging to" that Series. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall
be conclusive and binding upon the shareholders of all Series for all
purposes.
(2) Liabilities Belonging to a Class. If a Series is
divided into more than one Class, the liabilities, expenses, costs,
charges and reserves attributable to a Class shall be charged and
allocated to the Class to which such liabilities, expenses, costs, charges
or reserves are attributable. Any general liabilities, expenses, costs,
charges or reserves belonging to the Series which are not identifiable as
belonging to any particular Class shall be allocated and charged by the
Trustees to and among any one or more of the Classes established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so
charged to each Class are herein referred to as "liabilities belonging to"
that Class. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders
of all Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine, which
may be daily or otherwise pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine,
from such of the income, capital gains accrued or realized, and capital
and surplus, from the assets belonging to that Series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging
to such Series or Class. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the holders
of such Series or Class in proportion to the number of Shares of such
Series or Class held by such holders at the date and time of record
established for the payment of such dividends or distributions, except
that in connection with any dividend or distribution program or procedure
the Trustees may determine that no dividend or distribution shall be
payable on Shares as to which the Shareholder's purchase order and/or
payment have not been received by the time or times established by the
Trustees under such program or procedure. Such dividends and
distributions may be made in cash or Shares or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees
may have in effect at the time for the election by each Shareholder of the
mode of the making of such dividend or distribution to that Shareholder.
Any such dividend or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with paragraph 13 of
Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of all Classes of each Series
that has been established and designated shall be entitled to receive, as
a Series or Class, when and as declared by the Trustees, the excess of the
assets belonging to that Series over the liabilities belonging to that
Series or Class. The assets so distributable to the Shareholders of any
particular Class and Series shall be distributed among such Shareholders
in proportion to the number of Shares of such Class of that Series held
by them and recorded on the books of the Trust.
(e) Transfer. All Shares of each particular Series shall be
transferable, but transfers of Shares of a particular Class and Series
will be recorded on the Share transfer records of the Trust applicable to
such Class of that Series only at such times as Shareholders shall have
the right to require the Trust to redeem Shares of such Class of that
Series and at such other times as may be permitted by the Trustees.
(f) Equality. All Shares of all Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to such Class of that Series), and
each Share of any particular Series shall be equal to each other Share of
that Series; but the provisions of this sentence shall not restrict any
distinctions permissible under this Article FOURTH that may exist with
respect to Shares of the different Classes of a Series. The Trustees may
from time to time divide or combine the Shares of any particular Class or
Series into a greater or lesser number of Shares of that Class or Series
without thereby changing the proportionate
beneficial interest in the assets belonging to that Class or Series or in
any way affecting the rights of Shares of any other Class or Series.
(g) Fractions. Any fractional Share of any Class and Series,
if any such fractional Share is outstanding, shall carry proportionately
all the rights and obligations of a whole Share of that Class and Series,
including those rights and obligations with respect to voting, receipt of
dividends and distributions, redemption of Shares, and liquidation of the
Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares,
(ii) holders of shares of any Class shall have the right to exchange said
Shares into Shares of one or more other Classes of the same or a different
Series, and/or (iii) the Trust shall have the right to carry out the
aforesaid exchanges, in each case in accordance with such requirements and
procedures as may be established by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of
each Class and Series that has been established and designated. No
certification certifying the ownership of Shares need be issued except as
the Trustees may otherwise determine from time to time. The Trustees may
make such rules as they consider appropriate for the issuance of Share
certificates, the use of facsimile signatures, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or
any transfer or similar agent, as the case may be, shall be conclusive as
to who are the Shareholders and as to the number of Shares of each Class
and Series held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize. The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase or sale of Shares that conform
to such authorized terms and to reject any purchase or sale orders for
Shares whether or not conforming to such authorized terms.
FIFTH: The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) with
respect to the amendment of this Declaration of Trust except where the
Trustees are given authority to amend the Declaration of Trust without
shareholder approval, (c) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
Class action on behalf of the Trust or the Shareholders, and (d) with
respect to those matters relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the By-Laws
of the Trust or any registration statement of the Trust filed with the
Commission or any State, or as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless required by
the 1940 Act, the provisions of this Declaration of Trust, or any other
applicable law. The Trustees may call a meeting of shareholders.
3. At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his name
on the books of the Trust on the date, fixed in accordance with the By-
Laws, for determination of Shareholders of the affected Series entitled
to vote at such meeting (except, if the Board so determines, for Shares
redeemed prior to the meeting), and each such Series shall vote separately
("Individual Series Voting"); a Series shall be deemed to be affected when
a vote of the holders of that Series on a matter is required by the 1940
Act; provided, however, that as to any matter with respect to which a vote
of Shareholders is required by the 1940 Act or by any applicable law that
must be complied with, such requirements as to a vote by Shareholders
shall apply in lieu of Individual Series Voting as described above. If
the shares of a Series shall be divided into Classes as provided in
Article FOURTH, the shares of each Class shall have identical voting
rights except that the Trustees, in their discretion, may provide a Class
of a Series with exclusive voting rights with respect to matters which
relate solely to such Classes. If the Shares of any Series shall be
divided into Classes with a Class having exclusive voting rights with
respect to certain matters, the quorum and voting requirements described
below with respect to action to be taken by the Shareholders of the Class
of such Series on such matters shall be applicable only to the Shares of
such Class. Any fractional Share shall carry proportionately all the
rights of a whole Share, including the right to vote and the right to
receive dividends. The presence in person or by proxy of the holders of
one-third of the Shares, or of the Shares of any Series or Class of any
Series, outstanding and entitled to vote thereat shall constitute a
quorum at any meeting of the Shareholders or of that Series or Class,
respectively; provided however, that if any action to be taken by the
Shareholders or by a Series or Class at a meeting requires an affirmative
vote of a majority, or more than a majority, of the shares outstanding and
entitled to vote, then in such event the presence in person or by proxy
of the holders of a majority of the shares outstanding and entitled to
vote at such a meeting shall constitute a quorum for all purposes. At a
meeting at which is a quorum is present, a vote of a majority of the
quorum shall be sufficient to transact all business at the meeting. If
at any meeting of the Shareholders there shall be less than a quorum
present, the Shareholders or the Trustees present at such meeting may,
without further notice, adjourn the same from time to time until a quorum
shall attend, but no business shall be transacted at any such adjourned
meeting except such as might have been lawfully transacted had the meeting
not been adjourned.
4. Each Shareholder, upon request to the Trust in proper form
determined by the Trust, shall be entitled to require the Trust to redeem
from the net assets of that Series and Class all or part of the Shares of
such Series and Class standing in the name of such Shareholder. The
method of computing such net asset value, the time at which such net asset
value shall be computed and the time within which the Trust shall make
payment therefor, shall be determined as hereinafter provided in Article
SEVENTH of this Declaration of Trust. Notwithstanding the foregoing, the
Trustees, when permitted or required to do so by the 1940 Act, may suspend
the right of the Shareholders to require the Trust to redeem Shares.
5. No Shareholder shall, as such holder, have any right to purchase
or subscribe for any Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may
determine.
6. All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not be
allowed.
SIXTH:
1. The persons who shall act as initial Trustees until the first
meeting or until their successors are duly chosen and qualify are the
initial trustees executing this Declaration of Trust or any counterpart
thereof. However, the By-Laws of the Trust may fix the number of Trustees
at a number greater or lesser than the number of initial Trustees and may
authorize the Trustees to increase or decrease the number of Trustees, to
fill any vacancies on the Board which may occur for any reason including
any vacancies created by any such increase in the number of Trustees, to
set and alter the terms of office of the Trustees and to lengthen or
lessen their own terms of office or make their terms of office of
indefinite duration, all subject to the 1940 Act. Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be
Shareholders.
2. A Trustee at any time may be removed either with or without
cause by resolution duly adopted by the affirmative vote of the holders
of two-thirds of the outstanding Shares, present in person or by proxy at
any meeting of Shareholders called for such purpose; such a meeting shall
be called by the Trustees when requested in writing to do so by the record
holders of not less than ten per centum of the outstanding Shares. A
Trustee may also be removed by the Board of Trustees as provided in the
By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses
of all Shareholders as recorded on the books of the Trust, upon receipt
of the request in writing signed by not less than ten Shareholders (who
have been such for at least six months) holding shares of the Trust valued
not less than at $25,000 at current offering price (as defined in the then
effective prospectus and\or statement of additional information relating
to the Shares under the Securities Act of 1933) or holding not less than
1% in amount of the entire amount of Shares issued and outstanding; such
request must state that such Shareholders wish to communicate with other
shareholders with a view to obtaining signatures to a request for a
meeting to take action pursuant to part 2 of this Article SIXTH and
accompanied by a form of communication to the Shareholders. The Trustees
may, in their discretion, satisfy their obligation under this part 3 by
either making available the Shareholder list to such Shareholders at the
principal offices of the Trust, or at the offices of the Trust's transfer
agent, during regular business hours, or by mailing a copy of such
communication and form of request, at the expense of such requesting
Shareholders, to all other Shareholders.
4. If and when the Trust has outstanding two or more series of
Shares pursuant to Article FOURTH of this Declaration of Trust, each
series shall be considered as if it were a separate common-law Trust
covered by Section 16(c) of the 1940 Act and parts 2 and 3 of this Article
SIXTH. The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section
16(c) and, if an exemptive order or orders are issued by the Commission,
such order or orders shall be deemed part of Section 16(c) for the
purposes of parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or
the Trustees and shall have accepted this trust, the Trust estate shall
vest in the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance, and he shall be deemed
a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them shall not operate to annul
or terminate the Trust but the Trust shall continue in full force and
effect pursuant to the terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from
any assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees. All of the assets
of the Trust shall at all times be considered as vested in the Trustees.
No Shareholder shall have, as such holder of beneficial interest in the
Trust, any authority, power or right whatsoever to transact business for
or on behalf of the Trust, or on behalf of the Trustees, in connection
with the property or assets of the Trust, or in any part thereof.
4. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute, and to authorize the officers and agents of the Trust to make and
execute, any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in this Declaration of
Trust or by the By-Laws of the Trust, the Trustees shall have power and
authority:
(a) to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to the
Shareholders;
(b) to elect and remove such officers and appoint and terminate
such officers as they consider appropriate with or without cause, and to
appoint and designate from among the Trustees such committees as the
Trustees may determine, and to terminate any such committee and remove any
member of such committee;
(c) to employ as custodian of any assets of the Trust a bank
or trust company or any other entity qualified and eligible to act as a
custodian, subject to any conditions set forth in this Declaration of
Trust or in the By-Laws;
(d) To retain a transfer agent and shareholder servicing agent,
or both;
(e) To provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;
(f) To set record dates in the manner provided for in the By-
Laws of the Trust;
(g) to delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held in
Trust hereunder; and to execute and deliver powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such
person or
persons such power and discretion with relation to securities or property
as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in trust
hereunder;
(j) to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form,
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts business trusts or investment companies;
(k) to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or concern,
and to pay calls or subscriptions with respect to any security held in the
Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including, but
not limited to, claims for taxes;
(m) to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to
borrowing;
(o) to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons; and
(p) to change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without prior shareholder approval.
(q) to establish Officers' and Trustees' fees or compensation
and fees or compensation for committees of the Trustees to be paid by the
Trust or each Series thereof in such manner and amount as the Trustees may
determine;
(r) to invest all or substantially all of the Trust's assets
in another registered investment company; and
(s) to determine whether a minimum and/or maximum value should
apply to accounts holding Shares, to fix such values and the terms,
conditions and other procedures to cause the involuntary redemption of
accounts that do not satisfy such criteria.
5. No one dealing with the Trustees shall be under any obligation
to make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription to any Shares or
otherwise. This paragraph shall not limit the right of the Trustees to
assert claims against any shareholder based upon the acts or omissions of
such shareholder or for any other reason. There is hereby expressly
disclaimed shareholder and Trustee liability for the acts and obligations
of the Trust. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust shall
include a notice and provision limiting the obligation represented thereby
to the Trust and its assets (but the omission of such notice and provision
shall not operate to impose any liability or obligation on any
Shareholder).
(b) Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that
taken by the Board of Trustees by vote of the majority of a quorum of
Trustees as set forth from time to time in the By-Laws of the Trust or as
required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital
or income and whether or not in the absence of this provision such
expenses or disbursements would ordinarily be charged to capital or to
income.
7. The By-Laws of the Trust may divide the Trustees into Classes
and prescribe the tenure of office of the several Classes, but no Class
shall be elected for a period shorter than that from the time of the
election following the division into Classes until the next meeting and
thereafter for a period shorter than the interval between meetings or for
a period longer than five years, and the term of office of at least one
Class shall expire each year.
8. The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by the
Shareholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Trust.
10. The Trustees shall have power to hold their meetings, to have
an office or offices and, subject to the provisions of the laws of
Massachusetts, to keep the books of the Trust outside of said Commonwealth
at such places as may from time to time be designated by them. Action may
be taken by the Trustees without a meeting by unanimous written consent
or by telephone or similar method of communication.
11. Securities held by the Trust shall be voted in person or by
proxy by the President or a Vice-President, or such officer or officers
of the Trust as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee,
officer or employee, individually, or any partnership of which any
Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an officer,
partner, director, trustee, employee or stockholder, or otherwise may have
an interest, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Trust, and in the
absence of fraud no contract or other transaction shall be thereby
affected or invalidated; provided that in such case a Trustee, officer or
employee or a partnership, corporation or association of which a Trustee,
officer or employee is a member, officer, director, trustee, employee or
stockholder is so interested, such fact shall be disclosed or shall have
been known to the Trustees including those Trustees who are not so
interested and who are neither "interested" nor "affiliated" persons as
those terms are defined in the 1940 Act, or a majority thereof; and any
Trustee who is so interested, or who is also a director, officer, partner,
trustee, employee or stockholder of such other corporation or a member of
such partnership or association which is so interested, may be counted in
determining the existence of a quorum at any meeting of the Trustees which
shall authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect as
if he were not so interested.
(b) Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustees of the Trust may
be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm
or corporation, and in the absence of fraud the Trust and any such firm
or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or
officer of the Trust be liable to the Trust or to any Shareholder or
creditor thereof or to any other person for any loss incurred by it or him
solely because of the existence of any such contract or transaction;
provided that nothing herein shall protect any director or officer of the
Trust against any liability to the Trust or to its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
(c) As used in this paragraph the following terms shall have
the meanings set forth below:
(i) the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former
Trustee, partner, Director or officer of another trust, partnership,
corporation or association whose securities are or were owned by the Trust
or of which the Trust is or was a creditor and who served or serves in
such capacity at the request of the Trust, and the heirs, executors,
administrators, successors and assigns of any of the foregoing; however,
whenever conduct by an indemnitee is referred to, the conduct shall be
that of the original indemnitee rather than that of the heir, executor,
administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an indemnitee
is or was a party or is threatened to be made a party by reason of the
fact or facts under which he or it is an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in connection
with a covered proceeding; and
(v) the term "adjudication of liability" shall mean,
as to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on a
finding of disabling conduct.
(e) Except as set forth in (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such
indemnitee, if a determination has been made that the indemnitee was not
liable by reason of disabling conduct by (i) a final decision of the
merits by the court or other body before which the covered proceeding was
brought; or (ii) in the absence of such decision, a reasonable
determination, based on a review of the facts, by either (a) the vote of
a majority of a quorum of Trustees who are neither "interested persons,"
as defined in the 1940 Act nor parties to the covered proceedings, or (b)
an independent legal counsel in a written opinion; provided that such
Trustees or counsel, in reaching such determination, may but need not
presume the absence of disabling conduct on the part of the indemnitee by
reason of the manner in which the covered proceeding was terminated.
(f) Covered expenses incurred by an indemnitee in connection
with a covered proceeding shall be advanced by the Trust to an indemnitee
prior to the final disposition of a covered proceeding upon the request
of the indemnitee for such advance and the undertaking by or on behalf of
the indemnitee to repay the advance unless it is ultimately determined
that the indemnitee is entitled to indemnification hereunder, but only if
one or more of the following is the case: (i) the indemnitee shall provide
a security for such undertaking; (ii) the Trust shall be insured against
losses arising out of any lawful advances; or (iii) there shall have been
a determination, based on a review of the readily available facts (as
opposed to a full trial-type inquiry) that there is a reason to believe
that the indemnitee ultimately will be found entitled to indemnification
by either independent legal counsel in a written opinion or by the vote
of a majority of a quorum of trustees who are neither "interested persons"
as defined in the 1940 Act nor parties to the covered proceeding.
(g) Nothing herein shall be deemed to affect the right of
the Trust and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by applicable law
or to affect any other indemnification rights to which any indemnitee may
be entitled to the extent permitted by applicable law. Such rights to
indemnification shall not, except as otherwise provided by law, be deemed
exclusive of any other rights to which such indemnitee may be entitled
under any statute now or hereafter enacted, By-Law, contract or otherwise.
13. The Trustees are empowered, in their absolute discretion, to
establish bases or times, or both, for determining the net asset value per
Share of any Class and Series in accordance with the 1940 Act and to
authorize the voluntary purchase by any Class and Series, either directly
or through an agent, of Shares of any Class and Series upon such terms and
conditions and for such consideration as the Trustees shall deem advisable
in accordance with the 1940 Act.
14. Payment of the net asset value per Share of any Class and
Series properly surrendered to it for redemption shall be made by the
Trust within seven days, or as specified in any applicable law or
regulation, after tender of such stock or request for redemption to the
Trust for such purpose plus any period of time during which the right of
the holders of the shares of such Class of that Series to require the
Trust to redeem such shares has been suspended. Any such payment may be
made in portfolio securities of such Class of that Series and/or in cash,
as the Trustees shall deem advisable, and no Shareholder shall have a
right, other than as determined by the Trustees, to have Shares redeemed
in kind.
15. The Trust shall have the right, at any time and without prior
notice to the Shareholder, to redeem Shares of the Class and Series held
by such Shareholder held in any account registered in the name of such
Shareholder for its current net asset value, if and to the extent that
such redemption is necessary to reimburse either that Series of the Trust
or the distributor (i.e., principal underwriter) of the Shares for any
loss either has sustained by reason of the failure of such Shareholder to
make timely and good payment for Shares purchased or subscribed for by
such Shareholder, regardless of whether such Shareholder was a Shareholder
at the time of such purchase or subscription; subject to and upon such
terms and conditions as the Trustees may from time to time prescribe.
EIGHTH: The name "Oppenheimer" included in the name of the Trust
and of any Series shall be used pursuant to a royalty-free, non-exclusive
license from Oppenheimer Management Corporation ("OMC"), incidental to and
as part of any one or more advisory, management or supervisory contracts
which may be entered into by the Trust with OMC. Such license shall allow
OMC to inspect and subject to the control of the Board of Trustees to
control the nature and quality of services offered by the Trust under such
name. The license may be terminated by OMC upon termination of such
advisory, management or supervisory contracts or without cause upon 60
days' written notice, in which case neither the Trust nor any Series or
Class shall have any further right to use the name "Oppenheimer" in its
name or otherwise and the Trust, the Shareholders and its officers and
Trustees shall promptly take whatever action may be necessary to change
its name accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or the Shareholders, heirs,
executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the Trust estate to be held harmless
from and indemnified against all loss and expense arising from such
liability. The Trust shall, upon request by the Shareholder, assume the
defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder shall have
any power to bind the Trust, the Trust's officers or any Shareholder. All
persons extending credit to, doing business with, contracting with or
having or asserting any claim against the Trust or the Trustees shall look
only to the assets of the Trust for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future, shall
be personally liable therefor; notice of such disclaimer shall be given
in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. Nothing in this Declaration of Trust shall
protect a Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.
3. The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to
the provisions of paragraph 2 of this Article NINTH, the Trustees shall
not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the
meaning and operations of this Declaration of Trust, applicable laws,
contracts, obligations, transactions or any other business the Trust may
enter into, and subject to the provisions of paragraph 2 of this Article
NINTH, shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is
required.
4. This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (a), (b), (c) and (d) of this
paragraph 4.
(a) The Trustees, with the favorable vote of the holders of
a majority of the outstanding voting securities, as defined in the 1940
Act, of any one or more Series entitled to vote, may sell and convey the
assets of that Series (which sale may be subject to the retention of
assets for the payment of liabilities and expenses) to another issuer for
a consideration which may be or include securities of such issuer. Upon
making provision for the payment of liabilities, by assumption by such
issuer or otherwise, the Trustees shall distribute the remaining proceeds
ratably among the holders of the outstanding Shares of the Series the
assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in the 1940
Act, of any one or more Series entitled to vote, may at any time sell and
convert into money all the assets of that Series. Upon making provisions
for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of that Series, the Trustees shall
distribute the remaining assets of that Series ratably among the holders
of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of
a majority of the outstanding voting securities, as defined in the 1940
Act, of any one or more Series entitled to vote, may otherwise alter,
convert or transfer the assets of that Series or those Series.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b),
and in subsection (c) where applicable, the Series the assets of which
have been so transferred shall terminate, and if all the assets of the
Trust have been so transferred, the Trust shall terminate and the Trustees
shall be discharged of any and
all further liabilities and duties hereunder and the right, title and
interest of all parties shall be cancelled and discharged.
5. The original or a copy of this instrument and of each
restated declaration of trust or instrument supplemental hereto shall be
kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental or
restated declaration of trust shall be filed with the Secretary of the
Commonwealth of Massachusetts, as well as any other governmental office
where such filing may from time to time be required. Anyone dealing with
the Trust may rely on a certificate by an officer of the Trust as to
whether or not any such supplemental or restated declarations of trust
have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may rely
on a copy certified by an officer of the Trust to be a copy of this
instrument or of any such supplemental or restated declaration of trust.
In this instrument or in any such supplemental or restated declaration of
trust, references to this instrument, and all expressions like "herein",
"hereof" and "hereunder" shall be deemed to refer to this instrument as
amended or affected by any such supplemental or restated declaration of
trust. This instrument may be executed in any number of counterparts,
each of which shall be deemed as original.
6. The Trust set forth in this instrument is created under and
is to be governed by and construed and administered according to the laws
of the Commonwealth of Massachusetts. The Trust shall be of the type
commonly called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
7. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of the
Trust subject to such terms and conditions as may be fixed by, and on a
date fixed by, or determined with criteria fixed by the Board of Trustees,
to be amortized over a period or periods to be fixed by the Board.
8. Whenever any action is taken under this Declaration of Trust
including action which is required or permitted by the 1940 Act or any
other applicable law, such action shall be deemed to have been properly
taken if such action is in accordance with the construction of the 1940
Act or such other applicable law then in effect as expressed in "no
action" letters of the staff of the Commission or any release, rule,
regulation or order under the 1940 Act or any decision of a court of
competent jurisdiction, notwithstanding that any of the foregoing shall
later be found to be invalid or otherwise reversed or modified by any of
the foregoing.
9. Any action which may be taken by the Board of Trustees under
this Declaration of Trust or its By-Laws may be taken by the description
thereof in the then effective prospectus and/or statement of additional
information relating to the Shares under the Securities Act of 1933 or in
any proxy statement of the Trust rather than by formal resolution of the
Board.
10. Whenever under this Declaration of Trust, the Board of
Trustees is permitted or required to place a value on assets of the Trust,
such action may be delegated by the Board, and/or determined in accordance
with a formula determined by the Board, to the extent permitted by the
1940 Act.
11. If authorized by vote of the Trustees and the favorable vote
of the holders of a majority of the outstanding voting securities, as
defined in the 1940 Act, entitled to vote, or by any larger vote which may
be required by applicable law in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a Restated
Declaration of Trust or a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof; any such Supplemental or Restated
Declaration of Trust may be executed by and on behalf of the Trust and the
Trustees by an officer or officers of the Trust.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 10th day of February, 1994.
/s/ Leo Cherne /s/ Benjamin Lipstein
- ------------------------------ ------------------------------
Leo Cherne Benjamin Lipstein
50 East 79 Street 591 Breezy Hill Road
New York, NY 10021 Hillsdale, NY 12529
/s/ Edmund T. Delaney /s/ Donald W. Spiro
- ------------------------------ ------------------------------
Edmund T. Delaney Donald W. Spiro
5 Gorham Road 399 Ski Trail
Chester, CT 06412 Kinnelon, NJ 07405
/s/ Leon Levy /s/ Pauline Trigere
- ------------------------------ ------------------------------
Leon Levy Pauline Trigere
One Sutton Place South 525 Park Avenue
New York, NY 10022 New York, NY 10021
/s/ Sidney M. Robbins /s/ Kenneth A. Randall
- ------------------------------ ------------------------------
Sidney M. Robbins Kenneth A. Randall
50 Overlook Road 6 Whittaker's Mill
Ossining, NY 10562 Williamsburg, VA 23185
/s/ Russell S. Reynolds /s/ Elizabeth B. Moynihan
- ------------------------------ ------------------------------
Russell S. Reynolds Elizabeth B. Moynihan
39 Clapboard Ridge Road 801 Pennsylvania Avenue
Greenwich, CT 06830 Washington, D.C. 20004
/s/ Clayton K. Yeutter /s/ Edward V. Regan
- ------------------------------ ------------------------------
Clayton K. Yeutter Edward V. Regan
1325 Merrie Ridge Road 40 Park Avenue
McLean, VA 22101 New York, NY 10016
/s/ Robert G. Galli
- ------------------------------
Robert G. Galli
11-54 Shearwater Court
Jersey City, NJ 07305
<PAGE>
Exhibit 24(b)(4)(i)
OPPENHEIMER DISCOVERY 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.
(upper right box with heading: CLASS A SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER DISCOVERY FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683921 100
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER DISCOVERY 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.
<PAGE>
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)
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER DISCOVERY FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Fund with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
<PAGE>
Exhibit 24(b)(4)(ii)
OPPENHEIMER DISCOVERY 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.
(upper right box with heading: CLASS B SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER DISCOVERY FUND
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683921 209
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER DISCOVERY 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.
<PAGE>
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)
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER DISCOVERY FUND
SEAL
1985
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Fund with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
<PAGE>
Exhibit 24(b)(11)
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Special Fund:
We consent to the use of our report dated July 22, 1993 included herein
and to the reference to our firm under the heading "Financial Highlights"
in the Prospectus.
/s/ KPMG Peat Marwick
---------------------
KPMG Peat Marwick
Denver, Colorado
March 30, 1994
<PAGE>
Exhibit 24(b)(15)(ii)
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER DISCOVERY FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 1st day
of April, 1994 by and between OPPENHEIMER DISCOVERY FUND (the "Fund") and
OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act"), pursuant to which the Fund will compensate the Distributor for a
portion of its costs incurred in connection with the distribution of
Shares, and the personal service and maintenance of shareholder accounts
that hold Shares ("Accounts"). The Fund may act as distributor of
securities of which it is the issuer, pursuant to the Rule, according to
the terms of this Plan. The Distributor is authorized under the Plan to
pay "Recipients," as hereinafter defined, for rendering (1) distribution
assistance in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are intended
to have certain rights as third-party beneficiaries under this Plan. The
terms and provisions of this Plan shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in (i) the
1940 Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., or
its successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by
the Distributor to receive payments under the Plan. Notwithstanding
the foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940
Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this Plan
(the "Independent Trustees") may remove any broker, dealer, bank or
other institution as a Recipient, whereupon such entity's rights as
a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that two entities would otherwise qualify as Recipients as to
the same Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset Based Sales
Charge") outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services of the type approved by the Board
with respect to Accounts. Such Asset Based Sales Charge payments
received from the Fund will compensate the Distributor and Recipients
for providing distribution assistance in connection with the sales
of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in the establishment and maintenance of accounts
or sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend payment
options available, and providing such other information and services
in connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may
reasonably request.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and Recipients may include,
but shall not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to current
holders of the Fund's Shares ("Shareholders"), and providing such
other information and services in connection with the distribution
of Shares as the Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it
to payments under the Plan. In the event that either the Distributor
or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale of
Shares or administrative support services for Accounts, then the
Distributor, at the request of the Board, shall require the Recipient
to provide a written report or other information to verify that said
Recipient is providing appropriate distribution assistance and/or
services in this regard. If the Distributor still is not satisfied,
it may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such entity's rights as a third-party
beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by
the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by
its Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value
of Shares computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient
or by its Customers for a period of more than one (1) year, subject
to reduction or chargeback so that the Advance Service Fee Payments
do not exceed the limits on payments to Recipients that are, or may
be, imposed by Article III, Section 26, of the NASD Rules of Fair
Practice. In the event Shares are redeemed less than one year after
the date such Shares were sold, the Recipient is obligated and will
repay to the Distributor on demand a pro rata portion of such Advance
Service Fee Payments, based on the ratio of the time such shares were
held to one (1) year. The Advance Service Fee Payments described in
part (i) of the preceding sentence may, at the Distributor's sole
option, be made more often than quarterly, and sooner than the end
of the calendar quarter. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings
do not equal or exceed, at the end of such quarter, the minimum
amount ("Minimum Qualified Holdings"), if any, to be set from time
to time by a majority of the Independent Trustees. A majority of the
Independent Trustees may at any time or from time to time decrease
and thereafter adjust the rate of fees to be paid to the Distributor
or to any Recipient, but not to exceed the rate set forth above,
and/or direct the Distributor to increase or decrease the Maximum
Holding Period, the Minimum Holding Period or the Minimum Qualified
Holdings. The Distributor shall notify all Recipients of the Minimum
Qualified Holdings, Maximum Holding Period or Minimum Holding Period,
if any, and the rate of payments hereunder applicable to Recipients,
and shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the 1940
Act) of the Distributor if such affiliated person qualifies as a
Recipient.
(c) The Distributor is entitled to retain from the payments
described in Section 3(a) the aggregate amount of (i) the Service Fee
on Shares outstanding for less than the Minimum Holding Period plus
(ii) the Asset-Based Sales Charge on Shares outstanding for not more
than the Maximum Holding Period, in each case computed as of the
close of each business day during that period and subject to
reduction or elimination of such amounts under the limits to which
the Distributor is, or may become, subject under Article III, Section
26, of the NASD Rules of Fair Practice. Such amount is collectively
referred to as the "Quarterly Limitation." The distribution
assistance and administrative support services in connection with the
sale of Shares to be rendered by the Distributor may include, but
shall not be limited to, the following: (i) paying sales commissions
to any broker, dealer, bank or other institution that sell Shares,
and\or paying such persons Advance Service Fee Payments in advance
of, and\or greater than, the amount provided for in Section 3(a) of
this Agreement; (ii) paying compensation to and expenses of personnel
of the Distributor who support distribution of Shares by Recipients;
(iii) paying of or reimbursing the Distributor for interest and
other borrowing costs on unreimbursed Carry Forward Expenses (as
hereafter defined) at the rate paid by the Distributor or, if such
amounts are financed by the Distributor from its own resources or by
an affiliate, at the rate of 1% per annum above the prime rate (which
shall mean the most preferential interest rate on corporate loans at
large U.S. money center commercial banks) then being reported in the
Eastern edition of the Wall Street Journal (or if such prime rate is
no longer so reported, such other rate as may be designated from time
to time by the Distributor with the approval of the Independent
Trustees); (iv) other direct distribution costs of the type approved
by the Board, including without limitation the costs of sales
literature, advertising and prospectuses (other than those furnished
to current Shareholders) and state "blue sky" registration expenses;
and (v) any service rendered by the Distributor that a Recipient may
render pursuant to part (a) of this Section 3. The Distributor's
costs of providing the above-mentioned services are hereinafter
collectively referred to as "Distribution and Service Costs." "Carry
Forward Expenses" are Distribution and Service Costs that are not
paid in the fiscal quarter in which they arise because they exceed
the Quarterly Limitation. In the event that the Board should have
reason to believe that the Distributor may not be rendering
appropriate distribution assistance or administrative support
services in connection with the sale of Shares, then the Distributor,
at the request of the Board, shall provide the Board with a written
report or other information to verify that the Distributor is
providing appropriate services in this regard.
(d) The excess in any fiscal quarter of (i) the Quarterly Limitation
plus any contingent deferred sales charge ("CDSC") payments recovered
by the Distributor on the proceeds of redemption of Shares over (ii)
Distribution and Service Costs during that quarter, shall be applied
in the following order of priority: first to interest on unreimbursed
Carry Forward Expenses, second to reduce any unreimbursed Carry
Forward Expenses, third to reduce Distribution and Service Costs
during that quarter, and fourth, to reduce the Asset Based Sales
Charge payments by the Fund to the Distributor in that quarter.
Carry Forward Expenses shall be carried forward by the Fund until
payment can be made under the Quarterly Limitation.
(e) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC),
from its own resources, from Asset Based Sales Charge payments or
from its borrowings.
4. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board for
its review, detailing distribution expenditures properly attributable to
the Shares, including the amount of all payments made pursuant to this
Plan, the identity of the Recipient of each such payment, the amount paid
to the Distributor and the Distribution and Service Costs and Carry
Forward Expenses for that period. The report shall state whether all
provisions of Section 3 of this Plan have been complied with. The
Distributor shall annually certify to the Board the amount of its total
expenses incurred that year and its total expenses incurred in prior years
and not previously recovered with respect to the distribution of Shares
in conjunction with the Board's annual review of the continuation of the
Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on June 22, 1993 for the purpose of voting
on this Plan, and takes effect as of July 1, 1993. Unless terminated as
hereinafter provided, it shall continue in effect until October 31, 1993
and from year to year thereafter or as the Board may otherwise determine
only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Trustees cast in
person at a meeting called for the purpose of voting on such continuance.
This Plan may not be amended to increase materially the amount of payments
to be made without approval of the Class B Shareholders, in the manner
described above, and all material amendments must be approved by a vote
of the Board and of the Independent Trustees. This Plan may be terminated
at any time by vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities of the Class. Notwithstanding any
such termination, the Distributor shall be entitled to payment from the
Fund of all Carry Forward Expenses properly incurred in respect of Shares
sold prior to the effective date of such termination, and the Fund shall
continue to make payment to the Distributor in the amount the Distributor
is entitled to retain under part (c) of Section 3 hereof, until such time
as the Distributor has been reimbursed for all such amounts by the Fund
and by retaining CDSC payments.
8. Disclaimer of Shareholder Liability. The Distributor understands
that the obligations of the Fund under this Plan are not binding upon any
Trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Distributor represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
and Trustee liability for acts or obligations of the Fund.
OPPENHEIMER DISCOVERY FUND
By: /s/ Robert G. Zack
------------------------------------
Robert G. Zack, Assistant Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
---------------------------------------------
Katherine P. Feld, Vice President & Secretary
