OPPENHEIMER CHAMPION HIGH YIELD FUND
497, 1994-11-04
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                   OPPENHEIMER CHAMPION HIGH YIELD FUND
                 Supplement dated November 1, 1994 to the 
                     Prospectus dated February 1, 1994

     The Prospectus is amended as follows:

     1.   The following text is added below the Class A sales charge table
in "Class A Shares" on page 15 of the Prospectus:

          In addition to paying dealers the regular commission for
     sales of Class A shares stated in the sales charge table in
     "Class A Shares," and the commission for sales of Class B shares
     described in the third paragraph in "Distribution and Service
     Plan for Class B Shares" on page 18, below, the Distributor will
     pay the following additional commission for shares of the Fund
     sold in "current qualifying transactions" from November 1, 1994,
     through December 31, 1994: (1) 1.00% of the offering price of
     Class A shares and (2) .50% of the offering price of Class B
     shares sold by a registered representative of a participating
     broker or dealer or a sales representative of a participating
     financial institution that has a sales agreement with the
     Distributor.  "Current qualifying transactions" are sales by a
     registered representative or sales representative in the amount
     of $100,000 or more (calculated at offering price) of Class A
     and/or Class B shares (if available) of any one or more of the
     following OppenheimerFunds:  the Fund, Oppenheimer Global Fund,
     Oppenheimer Global Growth & Income Fund, Oppenheimer Champion
     High Yield Fund, Oppenheimer Limited-Term Government Fund,
     Oppenheimer Main Street Income & Growth Fund and Oppenheimer
     Strategic Income Fund.  The $100,000 requirement is satisfied
     if the aggregate of "previous qualifying transactions" and
     "current qualifying transactions" equals or exceeds $100,000. 
     "Previous qualifying transactions" are sales from October 1,
     1994 to October 31, 1994 by a registered representative or sales
     representative of Class A and/or Class B shares (if available)
     of any one or more of the following OppenheimerFunds:
     Oppenheimer Growth Fund, Oppenheimer Global Fund, Oppenheimer
     Global Growth & Income Fund, and Oppenheimer Strategic Income
     Fund.  "Previous qualifying transactions" do not include sales
     of Class A shares (a) at net asset value without sales charge,
     (b) subject to a contingent deferred sales charge, or (c)
     intended but not yet transacted under a Letter of Intent. 
     "Current qualifying transactions" do not include sales of Class
     A shares (a) at net asset value without sales charge, unless the
     sale is made pursuant to the sales charge waiver arrangement
     described below in Section 2 of this supplement, (b) subject to
     a contingent deferred sales charge (although such sales are
     included for purposes of satisfying the $100,000 requirement),
     or (c) intended but not yet transacted under a Letter of Intent. 
     If shares that were sold in a "current qualifying transaction"
     are redeemed less than eighteen months after the date such
     shares were purchased, the Distributor is entitled to recover
     from the dealer or broker on demand the additional commission
     described in this paragraph that was paid on such shares.






     2.   The following text is added after the first sentence of the
first paragraph under the subcaption "Other Circumstances" on page 18:

     In addition, no initial or deferred sales charge will be imposed
     on Class A shares of the Fund paid for with the redemption
     proceeds of shares of a mutual fund other than a money market
     fund or a fund managed by the Manager or its affiliates.  This
     sales charge waiver must be requested when you buy your shares,
     and the Distributor may require evidence of qualification for
     this waiver.














November 1, 1994



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