Oppenheimer Champion High Yield Fund
Prospectus dated January 27, 1995
Oppenheimer Champion High Yield Fund (the "Fund") is a mutual fund with
the primary investment objective of seeking a high level of current income
primarily by investing in a diversified portfolio of high-yield, lower-
rated, fixed-income securities (commonly known as "junk bonds") believed
by the Fund's investment manager not to involve undue risk. As a
secondary objective, the Fund seeks capital growth when consistent with
its primary objective.
The Fund may invest up to 100% of its assets in "junk bonds," which
are securities that may be considered to be speculative and involve
greater risks, including risk of default, than higher-rated securities.
An investment in the Fund is not a complete investment program and is not
appropriate for investors unable or unwilling to assume the high degree
of risk associated with investing in lower-rated, high-yield securities.
Investors should carefully consider these risks before investing. Please
refer to "Investment Objectives and Policies - Investment Policies and
Strategies" for more information about the types of securities the Fund
invests in and the risks of investing in the Fund.
The Fund offers two classes of shares: (1) Class A shares, which are
sold at a public offering price that includes a front-end sales charge,
and (2) Class C shares,which are sold without a front-end sales charge,
although you may pay a sales charge when you redeem your shares, depending
on how long you hold them. A contingent deferred sales charge is imposed
on most Class C shares redeemed within 12 months of purchase. Class C
shares are also subject to an annual "asset-based sales charge." Each
class of shares bears different expenses. In deciding which class of
shares to buy, you should consider how much you plan to purchase, how long
you plan to keep your shares, and other factors discussed in "How to Buy
Shares" starting on page ___.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the January 27, 1995 Statement of Additional Information. For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
Because of the Fund's investment policies and practices, the Fund's
shares may be considered to be speculative.
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Objectives and Policies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class C Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange
Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
Checkwriting
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Appendix: Description of Ratings
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as
sales charges and account transaction charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended September 30, 1994.
- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account," from
pages _____ through _____ for an explanation of how and when these charges
apply.
Class A Shares Class C Shares
Maximum Sales Charge on Purchases
(as a % of offering price) 4.75% None
Sales Charge on Reinvested Dividends None None
Deferred Sales Charge
(as a % of the lower of the original
purchase price or redemption proceeds None(1) 1.0%(2)
Exchange Fee $5.00(3) $5.00(3)
(1) If you invest more than $1 million in Class A shares, you may have
to pay a sales charge of up to 1.0% if you sell your shares within
18 calendar months from the end of the calendar month during which
you purchased those shares. See "How to Buy Shares - Class A Shares"
below.
(2) If you redeem Class C shares within 12 months of buying them, you may
have to pay a 1.0% contingent deferred sales charge. See "How to Buy
Shares - Class C Shares" below.
(3) The fee is waived for automated exchanges, as described in "How to
Exchange Shares."
- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth in "How the
Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.
The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the average net assets of each class
of the Fund's shares for that year. The 12b-1 Distribution Plan Fees for
Class A shares are Service Plan Fees (which are a maximum of 0.25% of
average annual net assets of that class), and for Class C shares are
Distribution and Service Plan Fees (which are a maximum of 0.25% for the
service fee, and an asset-based sales charge of 0.75%). These plans are
described in greater detail in "How to Buy Shares."
The actual expenses for each class of shares in future years may be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares. Class C shares were not publicly sold before
December 1, 1993. Therefore, the Annual Fund Operating Expenses shown for
Class C shares are based on expenses for the period from December 1, 1993
through September 30, 1994.
Class A Shares Class C Shares
Management Fees .69% .69%
12b-1 Distribution Plan
Fees .25% 1.00%
Other Expenses .28% .25%
Total Fund Operating Expenses 1.22% 1.94%
- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and that the Fund's annual return is 5%, and that its
operating expenses for each class are the ones shown in the Annual Fund
Operating Expenses chart above. If you were to redeem your shares at the
end of each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:
1 year 3 years 5 years 10 years(1)
Class A Shares $59 $84 $111 $188
Class C Shares $30 $61 $105 $226
If you did not redeem your investment, it would incur the following
expenses:
Class A Shares $59 $84 $111 $188
Class C Shares $20 $61 $105 $226
(1) Because of the effect of the asset-based sales charge imposed on
Class C shares of the Fund, long-term shareholders of Class C shares
could pay the economic equivalent of more than the maximum front-end
sales charge allowed under applicable regulations.
These examples show the effect of expenses on an investment, but are not
meant to state or predict actual or expected costs or investment returns
of the Fund, all of which will vary.
<PAGE>
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing. Keep the Prospectus for
reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
- What Are the Fund's Investment Objectives? The Fund's primary
investment objective is to seek a high level of current income primarily
by investing in a diversified portfolio of high- yield, lower-rated,
fixed-income securities believed by the Manager not to involve undue risk.
The Fund has a secondary objective to seek capital growth when consistent
with its primary objective.
- What Does the Fund Invest In? To seek high current income, the Fund
anticipates that under normal conditions at least 65% of its total assets
will be invested in high-yield, lower-rated fixed-income securities, such
as long-term debt and preferred stock issues (commonly referred to as
"junk bonds"). The Fund's remaining assets may be invested in cash or
cash equivalents, or in common stocks and other equity securities when
consistent with the Fund's investment objectives or if acquired as part
of a unit consisting of a combination of fixed-income securities and
equity investments. The Fund may purchase debt and equity securities of
U.S. and foreign companies and governments although it presently does not
intend that foreign investments will exceed 25% of its net assets. The
Fund may also use hedging instruments and some derivative investments to
try to manage investment risks or increase income. These investments are
more fully explained in "Investment Objectives and Policies," starting on
page ___.
- Who Manages the Fund? The Fund's investment adviser is Oppenheimer
Management Corporation, which (including a subsidiary) advises investment
company portfolios having over $29 billion in assets. The Fund's
portfolio manager, who is primarily responsible for the selection of the
Fund's securities, is Ralph W. Stellmacher. The Manager is paid an
advisory fee by the Fund, based on its assets. The Fund's Board of
Trustees, elected by shareholders, oversees the investment adviser and the
portfolio manager. Please refer to "How the Fund is Managed," starting
on page ___ for more information about the Manager and its fees.
- How Risky is the Fund? All investments carry risks to some degree.
The Fund may invest all or any portion of its assets in high-yield, lower-
rated fixed-income securities. The primary advantage of high-yield
securities is their relatively higher investment return. However, such
securities are considered speculative and may be subject to greater market
fluctuations and risks of loss of income and principal and have less
liquidity than investments in higher-rated securities. Fixed-income
securities are also subject to interest rate risks and credit risks which
can negatively impact the value of the security and the Fund's net asset
value per share. There are certain risks associated with investments in
foreign securities, including those related to changes in foreign currency
rates, that are not present in domestic securities. While the Manager
tries to reduce risks by diversifying investments, by carefully
researching securities before they are purchased for the portfolio, and
in some cases by using hedging techniques, there is no guarantee of
success in achieving the Fund's objectives and your shares may be worth
more or less than their original cost when you redeem them. Please refer
to "Investment Objectives and Policies" starting on page ___ for a more
complete discussion.
- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink. Please refer to "How to Buy Shares"
on page ___ for more details.
- Will I Pay a Sales Charge to Buy Shares? The Fund has two classes
of shares. Class A shares are offered with a front-end sales charge,
starting at 4.75%, and reduced for larger purchases. Class C shares are
offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge of 1% if redeemed within 12 months of
purchase. There is also an annual asset-based sales charge on Class C
shares. Please review "How to Buy Shares" starting on page ___ for more
details, including a discussion about which class may be appropriate for
you.
- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How to Sell Shares" on page ___.
- How Has the Fund Performed? The Fund measures its performance by
quoting its yield and total returns, which measure historical performance.
These yields and returns can be compared to the yields and returns (over
similar periods) of other funds. Of course, other funds may have
different objectives, investments, and levels of risk. The Fund's
performance can also be compared to broad-based market indices and
narrower market indices, which we have done on page ___. Please remember
that past performance does not guarantee future results.
<PAGE>
Financial Highlights
The table on this page presents selected financial information about the
Fund, including per share data and expense ratios and other data based on
the Fund's average net assets. This information has been audited by
Deloitte & Touche LLP, the Fund's independent auditors, whose report on
the Fund's financial statements for the fiscal year ended September 30,
1994, is included in the Statement of Additional Information. Class C
shares were publicly offered only during a portion of that period,
commencing December 1, 1993.
<TABLE>
<CAPTION>
CLASS A CLASS C
----------------------------------------------------------------------- ------------
YEAR ENDED PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
1994 1993 1992 1991 1990 1989 1988(2) 1994(1)
==========================================================
==========================================================
============
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $12.90 $12.26 $11.49 $10.46 $11.53 $12.10 $11.43 $13.13
- --------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 1.10 1.22 1.41 1.45 1.43 1.42(3) 1.24 .75
Net realized and unrealized gain
(loss) on investments, options written
and foreign currency transactions (.38) .64 .77 1.04 (1.08) (.43) .67 (.60)
-------- -------- ------- ------- ------- ------- ------- -------
Total income from
investment operations .72 1.86 2.18 2.49 .35 .99 1.91 .15
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net
investment income (1.10) (1.22) (1.41) (1.46) (1.42) (1.42) (1.24) (.77)
Dividends in excess of net
investment income (.01) -- -- -- -- -- -- --(4)
Distributions from net realized
gain on investments -- -- -- -- -- (.14) -- --
Distributions in excess of net
realized gain on investments (.19) -- -- -- -- -- -- (.19)
-------- -------- ------- ------- ------- ------- ------- -------
Total dividends and
distributions to shareholders (1.30) (1.22) (1.41) (1.46) (1.42) (1.56) (1.24) (.96)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.32 $12.90 $12.26 $11.49 $10.46 $11.53 $12.10 $12.32
======== ======== ======= ======= =======
======= ======= =======
==========================================================
==========================================================
============
TOTAL RETURN, AT NET ASSET VALUE(5) 5.61% 15.92% 19.94% 25.62% 3.13% 8.53%
17.29% 1.11%
==========================================================
==========================================================
============
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $160,505 $104,465 $47,125 $16,044 $13,910 $20,642 $18,579 $27,743
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $135,431 $ 73,334 $28,270 $14,057 $17,163 $21,349 $11,116 $13,693
- --------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of period (in thousands) 13,026 8,096 3,844 1,397 1,330 1,790 1,535 2,251
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 8.49% 9.52% 11.60% 13.49% 12.92% 11.87% 11.50%(6)
7.24%(6)
Expenses 1.22% 1.24% 1.35% 1.49% 1.40% 1.19%(3) 1.05%(6) 1.94%(6)
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 108.0% 116.2% 121.5% 114.8% 67.8% 98.5% 31.6% 108.0%
</TABLE>
(1) For the period from December 1, 1993 (inception of offering) to September
30, 1994.
(2) For the period from November 16, 1987 (commencement of operations) to
September 30, 1988.
(3) Net investment income would have been $1.41 per share absent the voluntary
expense reimbursement, resulting in an expense ratio of 1.25%.
(4) Less than .005 per share.
(5) 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.
(6) Annualized.
(7) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of investment securities (excluding short-term securities)
for the year ended September 30, 1994 were $191,965,365 and $131,099,734,
respectively.
<PAGE>
Investment Objectives and Policies
Objectives. The Fund has primary and secondary investment objectives.
The Fund's primary objective is to seek a high level of current income
primarily by investing in a diversified portfolio of high-yield, lower-
rated, fixed-income securities believed by the Manager not to involve
undue risk. Nevertheless, because the Fund may invest in lower-rated
securities without limit, the Fund's investments should be considered
speculative. As a secondary objective, the Fund seeks capital growth when
consistent with its primary objective. Since market risks are inherent
in all securities to varying degrees, there can be no assurance that the
Fund will achieve its objectives.
Investment Policies and Strategies. Consistent with its primary
investment objective of seeking a high level of current income, the Fund
anticipates that under normal conditions at least 65% of the value of its
total assets will be invested in high-yield, lower-rated fixed-income
securities. The Fund's remaining assets may be held in cash or cash
equivalents (commercial paper, Treasury bills and other short-term U.S.
Government securities maturing in less than one year), or invested in
common stock and other equity securities (such as warrants and rights)
when such investments are consistent with the Fund's investment objectives
or are acquired as part of a unit consisting of a combination of fixed-
income securities and equity investments. The average maturity of the
investments in the Fund's portfolio is expected to fall between 7 and 15
years. The Fund anticipates it will invest in securities of longer
maturity as interest rates decline, and securities of shorter maturity as
interest rates rise.
The Fund may try to hedge against losses in the value of its portfolio
of securities by using hedging strategies and derivative investments
described below. The Fund's portfolio manager may employ special
investment techniques in selecting securities for the Fund. These are
also described below. Additional information may be found about them
under the same headings in the Statement of Additional Information.
- Can the Fund's Investment Objectives and Policies Change? The Fund
has investment objectives, described above, as well as investment
policies it follows to try to achieve its objectives. Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment policies. The Fund's investment policies and techniques
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental." The
Fund's investment objectives are fundamental policies.
The Fund's Board of Trustees may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus. Fundamental policies are those
that cannot be changed without the approval of a "majority" of the Fund's
outstanding voting shares. The term "majority" is defined in the
Investment Company Act to be a particular percentage of outstanding voting
shares (and this term is explained in the Statement of Additional
Information).
- Special Risks - High-Yield Securities. The Fund invests in higher-
yielding, lower-rated debt securities, commonly known as "junk bonds,"
because these securities generally offer higher income potential than
investment grade securities. There is no restriction on the amount of the
Fund's assets that could be invested in these types of securities. Lower-
rated debt securities are those rated "Baa" or lower by Moody's Investors
Service, Inc. ("Moody's") or "BBB" or lower by Standard & Poor's
Corporation ("S&P"). These securities may be rated as low as "C" or "D"
or may be in default at the time of purchase. The Manager does not rely
solely on ratings of securities by rating agencies when selecting
investments for the Fund, but evaluates economic and business factors as
well. The Fund may invest in unrated securities that the Manager believes
offer yields and risks comparable to rated securities.
High-yield, lower-grade securities, whether rated or unrated, often have
speculative characteristics. Lower-grade securities have special risks
that make them riskier investments than investment grade securities. They
may be subject to greater market fluctuations and risk of loss of income
and principal than lower yielding, investment grade securities. There may
be less of a market for them and therefore they may be harder to sell at
an acceptable price. There is a relatively greater possibility that the
issuer's earnings may be insufficient to make the payments of interest due
on the bonds. The issuer's low creditworthiness may increase the
potential for its insolvency. Further, a decline in the high-yield bond
market is likely during an economic downturn. An economic downturn or an
increase in interest rates could severely disrupt the market for high-
yield securities and adversely affect the value of outstanding securities
and the ability of issuers to repay principal and interest.
These risks mean that the Fund may not achieve the expected income from
lower-grade securities, and that the Fund's net asset value per share may
be affected by declines in value of these securities. The Fund is not
obligated to dispose of securities when issuers are in default or if the
rating of the security is reduced. These risks are discussed in more
detail in the Statement of Additional Information.
- How the Fund's Portfolio Securities are Rated. As of September 30,
1994, the Fund's portfolio included corporate bonds in the following S&P
rating categories (the amounts shown are the dollar-weighted average
values of the bonds in each category measured as a percentage of the
Fund's total assets): AAA, none; AA, none; A, none; BBB, 1.32%; BB, 9.18%;
B, 36.52%; CCC, 6.21%; CC, .91%; C, none D, .18%; and unrated, 7.91%. If
a bond was not rated by S&P but was rated by Moody's, it is included in
the comparable S&P category. Bonds shown as unrated were not rated by
either Moody's or S&P. The allocation of the Fund's assets in securities
in the different rating categories will vary over time, and the
proportions listed above should not be viewed as representing the Fund's
current or future proportionate ownership of securities in particular
rating categories. Appendix A to this Prospectus describes the rating
categories.
- Interest Rate Risks. In addition to credit risks, described below,
debt securities are subject to changes in value due to changes in
prevailing interest rates. When prevailing interest rates fall, the
values of outstanding debt securities generally rise. Conversely, when
interest rates rise, the values of outstanding debt securities generally
decline. The magnitude of these fluctuations will be greater when the
average maturity of the portfolio securities is longer.
- Credit Risks. Debt securities are also subject to credit risks.
Credit risk relates to the ability of the issuer of a debt security to
make interest or principal payments on the security as they become due.
Generally, higher-yielding, lower-rated bonds (which are the type of bonds
the Fund seeks to invest in) are subject to greater credit risk than
higher-rated bonds. Securities issued or guaranteed by the U.S.
Government are subject to little, if any, credit risk if they are backed
by the "full faith and credit of the U.S. Government," which in general
terms means that the U.S. Treasury stands behind the obligation to pay
interest and principal. While the Manager may rely to some extent on
credit ratings by nationally recognized rating agencies, such as S&P or
Moody's, in evaluating the credit risk of securities selected for the
Fund's portfolio, it may also use its own research and analysis. However,
many factors affect an issuer's ability to make timely payments, and there
can be no assurance that the credit risks of a particular security will
not change over time.
- Stock Investment Risks. The Fund may also invest a limited portion
of its assets in common stocks and other equity securities to help achieve
its investment objectives. Accordingly, the value of the Fund's portfolio
will be affected to a certain degree by changes in the stock markets. At
times, the stock markets can be volatile and stock prices can change
substantially. This market risk could affect the Fund's net asset value
per share, which will fluctuate as the values of the Fund's equity
portfolio securities change. Not all stock prices change uniformly or at
the same time, and other factors, not all of which can be predicted, can
affect a particular stock's prices.
- Portfolio Turnover. Generally, the Fund will not trade for short-
term profits, but when circumstances warrant, to take advantage of
differences in securities prices and yields or of fluctuations in interest
rates, the Fund may sell securities without regard to the length of time
held. As most purchases made by the Fund are principal transactions at
net prices, the Fund incurs little or no brokerage costs. Short-term
trading may affect the Fund's tax status.
- Foreign Securities. The Fund may purchase debt and equity securities
(which may be denominated in U. S. dollars or in non-U. S. currencies)
issued or guaranteed by foreign companies or foreign governments or their
agencies. The Fund may invest up to 100% of its assets in foreign
securities. However, the Fund presently does not intend that such
investments will exceed 25% of its net assets. The Fund may purchase
securities of companies in any country, developed or underdeveloped.
Investments in securities of issuers in underdeveloped countries generally
involve more risk and may be considered highly speculative. Foreign
currency will be held by the Fund only in connection with the purchase or
sale of foreign securities. If the Fund's securities are held abroad, the
countries in which such securities may be held and the sub-custodians
holding them must be approved by the Fund's Board of Trustees.
Foreign securities have special risks. For example, foreign issuers are
not subject to the same accounting and disclosure requirements that U.S.
companies are subject to. The value of foreign investments may be
affected by changes in foreign currency rates, exchange control
regulations, expropriation or nationalization of a company's assets,
foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors. More information about the risks and
potential rewards of investing in foreign securities is contained in the
Statement of Additional Information.
- Warrants and Rights. Warrants basically are options to purchase stock
at set prices that are valid for a limited period of time. Rights are
options to purchase securities, normally granted to current holders by the
issuer. As a matter of fundamental policy, the Fund may invest up to 5%
of its assets in warrants and rights. No more than 2% of the Fund's
assets may be invested in warrants and rights that are not listed on The
New York Stock Exchange or American Stock Exchange. For further details
about these investments, see "Warrants and Rights" in the Statement of
Additional Information.
- Zero Coupon Securities. The Fund may invest in zero coupon
securities issued by the U.S. Treasury or by private issuers. In general,
zero coupon U.S. Treasury securities include U.S. Treasury notes and bonds
that have been "stripped" of their interest coupons and certificates
representing interests in such stripped debt obligations. A zero coupon
Treasury security pays no current interest and trades at a deep discount
from its face value. It will be subject to greater market fluctuations
from changes in interest rates than interest-paying securities. The Fund
accrues interest on zero coupon securities without receiving the actual
cash. As a result of holding these securities, the Fund could possibly
be forced to sell portfolio securities to pay cash dividends or meet
redemptions. Zero coupon securities issued by non-government issuers are
similar to U.S. Government zero coupon securities. They have an
additional risk that the issuing company may fail to pay interest or repay
the principal on the obligation.
- Asset-Backed Securities. The Fund may invest in securities that
represent undivided fractional interests in pools of consumer loans,
similar in structure to mortgaged-backed securities described below.
Payments of principal and interest on the underlying obligations are
passed through to holders of asset-backed securities and are typically
supported by some form of credit enhancement, such as a letter of credit,
surety bond, limited guarantee by another entity, or priority to other
securities of the borrower. The degree of credit enhancement varies, and
generally applies, until exhausted, to only a fraction of the asset-backed
security's par value. If the credit enhancement of an asset-backed
security held by the Fund has been exhausted, and if any required payments
of principal and interest are not made with respect to the underlying
loans, the Fund may then experience losses or delays in receiving payment
and a decrease in the value of the mortgage-backed security. Further
details are set forth in the Statement of Additional Information.
- - Mortgage-Backed Securities and CMOs. The Fund's investments may include
securities which represent participation interests in pools of residential
mortgage loans, including collateralized mortgage-backed obligations
("CMOs"), which may be issued or guaranteed by (i) agencies or
instrumentalities of the U.S. Government (e.g., Ginnie Maes, Freddie Macs
and Fannie Maes) or (ii) private issuers. Such securities differ from
conventional debt securities which provide for periodic payment of
interest in fixed amounts (usually semi-annually) with principal payments
at maturity or specified call dates. Mortgage-backed securities provide
monthly payments which are, in effect, a "pass-through" of the monthly
interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans. The Fund's
reinvestment of scheduled principal payments and unscheduled prepayments
it receives may occur at lower rates than the original investment, thus
reducing the yield of the Fund. CMOs in which the Fund may invest are
securities issued by a U.S. Government instrumentality that are
collateralized by a portfolio of mortgages or mortgage-backed securities.
Mortgage-backed securities may be less effective than debt obligations of
similar maturity at maintaining yields during periods of declining
interest rates. The Fund may also invest in CMOs that are "stripped";
that is, the security is divided into two parts, one of which receives
some or all of the principal payments and the other which receives some
or all of the interest. The yield to maturity on the class that receives
only interest is extremely sensitive to the rate of payment of the
principal on the underlying mortgages. Principal prepayments increase
that sensitivity. Stripped securities that pay interest only are
therefore subject to greater price volatility when interest rates change,
and have the additional risk that if the underlying mortgages are prepaid,
which is more likely to happen if interest rates fall, the Fund will lose
the anticipated cash flow from the interest on the mortgages that were
prepaid. The Fund may also enter into "forward roll" transactions with
banks that provide for future delivery of the mortgage-backed securities
in which the Fund may invest. The Fund would be required to place cash,
U.S. Government securities or other high-grade debt securities in a
segregated account with its Custodian in an amount equal to its purchase
payment obligation under the roll. Further details are set forth in the
Statement of Additional Information under "Mortgage-Backed Securities."
Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that are designed to reduce some of the risks.
- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities (other than in repurchase
transactions) to brokers, dealers and other financial institutions. These
loans are limited to not more than 25% of the Fund's net assets and are
subject to other conditions described in the Statement of Additional
Information. 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 Statement
of Additional Information for further information on securities loans.
- Repurchase Agreements. The Fund may enter into repurchase agreements.
In a repurchase transaction, the Fund buys a security and simultaneously
sells it to the vendor for delivery at a future date. There is no limit
on the amount of the Fund's net assets that may be subject to repurchase
agreements of seven days or less. Repurchase agreements must be fully
collateralized. However, if the vendor fails to pay the resale price on
the delivery date, the Fund may incur costs in disposing of the collateral
and may experience losses if there is any delay in its ability to do so.
The Fund will not enter into a repurchase agreement that causes more than
10% of its net assets to be subject to repurchase agreements having a
maturity beyond seven days.
- Temporary Defensive Investments. Under unusual market or economic
conditions, for temporary defensive purposes, the Fund may invest all or
a portion of its assets in defensive securities. Securities selected for
defensive purposes may include (i) obligations issued or guaranteed by the
U.S Government, its instrumentalities or agencies, (ii) certificates of
deposit, (iii) bankers' acceptances and other bank obligations, (iv)
commercial paper rated in the highest category by an established rating
agency, or (v) securities rated "Baa" or higher by Moody's or "BBB" or
higher by Standard & Poor's. In the alternative, the Fund may hold its
assets in cash or cash equivalents. While the Fund holds assets in cash,
it has no income from such assets while expenses continue. The yield on
securities selected for defensive purposes generally will be lower than
the yield on lower-rated, fixed-income securities.
- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities (that limit may increase
to 15% if certain state laws are changed or the Fund's shares are no
longer sold in those states). The Fund's percentage limitation on these
investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers.
- Participation Interests. The Fund may acquire participation
interests in loans that are made to U.S. or foreign companies (the
"borrower"). They may be interests in, or assignments of, the loan and
are acquired from banks or brokers that have made the loan or are members
of the lending syndicate. No more than 5% of the Fund's net assets can
be invested in participation interests of the same issuer. The Manager
has set certain creditworthiness standards for issuers of loan
participations, and monitors their creditworthiness. The value of loan
participation interests depends primarily upon the creditworthiness of the
borrower, and its ability to pay interest and principal. Borrowers may
have difficulty making payments. If a borrower fails to make scheduled
interest or principal payments, the Fund could experience a decline in the
net asset value of its shares. Some borrowers may have senior securities
rated as low as "C" by Moody's or "D" by S&P, but may be deemed acceptable
credit risks. Participation interests are subject to the Fund's
limitations on investments in illiquid securities. See "Illiquid and
Restricted Securities".
- Hedging. As described below, the Fund may purchase and sell certain
kinds of futures contracts, put and call options, forward contracts, and
options on futures, securities indices and securities, or enter into
interest rate swap agreements. These are all referred to as "hedging
instruments." The Fund does not use hedging instruments for speculative
purposes, and has limits on the use of them, described below. The hedging
instruments the Fund may use are described below and in greater detail in
"Other Investment Techniques and Strategies" in the Statement of
Additional Information.
The Fund may buy and sell options, futures and forward contracts for a
number of purposes. It may do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities. It may do so to try to manage its
exposure to changing interest rates. Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.
Other hedging strategies, such as buying futures and call options, tend
to increase the Fund's exposure to the securities market. Forward
contracts are used to try to manage foreign currency risks on the Fund's
foreign investments. Foreign currency options are used to try to protect
against declines in the dollar value of foreign securities the Fund owns,
or to protect against an increase in the dollar cost of buying foreign
securities. Writing covered call options may also provide income to the
Fund for liquidity purposes or to raise cash to distribute to
shareholders.
Futures. The Fund may buy and sell futures contracts but, as a matter
of fundamental policy, only if they relate to debt securities (these are
referred to as Interest Rate Futures). Interest Rate Futures are
described in "Hedging With Options and Futures Contracts" in the Statement
of Additional Information.
Put and Call Options. The Fund may buy and sell certain kinds of put
options (puts) and call options (calls).
The Fund may buy calls only on debt or equity securities, security
indices, foreign currencies and Interest Rate Futures or to terminate its
obligation on a call the Fund previously wrote. The Fund may write (that
is, sell) covered call options. When the Fund writes a call, it receives
cash (called a premium). The call gives the buyer the ability to buy the
investment on which the call was written from the Fund at the call price
during the period in which the call may be exercised. If the value of the
investment does not rise above the call price, it is likely that the call
will lapse without being exercised, while the Fund keeps the cash premium
(and the investment).
The Fund may purchase put options. Buying a put on an investment gives
the Fund the right to sell the investment at a set price to a seller of
a put on that investment. The Fund can buy only those puts that relate to
(1) debt or equity securities and (2) securities indices.
The Fund may buy and sell puts and calls only if certain conditions are
met: (1) as a matter of fundamental policy, calls the Fund buys or sells
must be listed on a domestic securities or commodities exchange, or quoted
on the Automated Quotation System of the National Association of
Securities Dealers, Inc. (NASDAQ); (2) in the case of puts and calls on
foreign currency, they must be traded on a securities or commodities
exchange, or quoted by recognized dealers in those options; (3) as a
matter of fundamental policy, each call the Fund writes must be "covered"
while it is outstanding: that means the Fund must own the investment on
which the call was written or it must own other securities that are
acceptable for the escrow arrangements required for calls; (4) as a matter
of fundamental policy, puts the Fund buys and sells must be listed on a
domestic securities or commodities exchange or quoted on NASDAQ (and as
a matter of non-fundamental policy, puts on debt securities may be written
in the over-the-counter market) and any put sold must be covered by
segregated liquid assets with not more than 50% of the Fund's assets
subject to puts; (5) the Fund may write calls on Futures contracts it
owns, but these calls must be covered by securities or other liquid assets
the Fund owns and segregates to enable it to satisfy its obligations if
the call is exercised; and (6) a call or put option may not be purchased
if the value of all of the Fund's put and call options would exceed 5% of
the Fund's total assets. As a matter of fundamental policy, the Fund will
not write puts on Interest Rate Futures.
Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future
delivery at a fixed price. The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has bought or sold, or to protect against possible losses from
changes in the relative values of the U.S. dollar and a foreign currency.
The Fund may also use "cross hedging" where the Fund hedges against
changes in currencies other than the currency in which a security it holds
is denominated.
Interest Rate Swaps. In an interest rate swap, the Fund and another
party exchange their right to receive or their obligation to pay interest
on a security. For example, they may swap a right to receive floating
rate payments for fixed rate payments. The Fund enters into swaps only
on securities it owns. The Fund may not enter into swaps with respect to
more than 25% of its total assets. Also, the Fund will segregate liquid
assets (such as cash or U.S. Government securities) to cover any amounts
it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.
Hedging instruments can be volatile investments and may involve special
risks. The use of hedging instruments requires special skills and
knowledge of investment techniques that are different than what is
required for normal portfolio management. If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.
Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is
exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price. The 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. Interest rate swaps are subject to credit risks
(if the other party fails to meet its obligations) and also to interest
rate risks. The Fund could be obligated to pay more under its swap
agreements than it receives under them, as a result of interest rate
changes. These risks are described in greater detail in the Statement of
Additional Information.
- Derivative Investments. The Fund can invest in a number of different
kinds of "derivative investments." The Fund may use some types of
derivatives for hedging purposes, and may invest in others because they
offer the potential for increased income and principal value. In general,
a "derivative investment" is a specially-designed investment whose
performance is linked to the performance of another investment or
security, such as an option, future, index or currency. In the broadest
sense, derivative investments include exchange-traded options and futures
contracts (please refer to "Hedging").
One risk of investing in derivative investments is that the company
issuing the instrument might not pay the amount due on the maturity of the
instrument. There is also the risk that the underlying investment or
security might not perform the way the Manager expected it to perform.
The performance of derivative investments may also be influenced by
interest rate changes in the U.S. and abroad. All of these risks can mean
that the Fund will realize less income than expected from its investments,
or that it can lose part of the value of its investments, which will
affect the Fund's share price. Certain derivative investments held by the
Fund may trade in the over-the-counter markets and may be illiquid. If
that is the case, the Fund's investment in them will be limited, as
discussed in "Illiquid and Restricted Securities".
Another type of derivative the Fund may invest in is an "index-linked"
note. On the maturity of this type of debt security, payment is made
based on the performance of an underlying index, rather than based on a
set principal amount for a typical note. Another derivative investment
the Fund may invest in is a currency-indexed security. These are
typically short-term or intermediate-term debt securities. Their value
at maturity or the interest rates at which they pay income are determined
by the change in value of the U.S. dollar against one or more foreign
currencies or an index. In some cases, these securities may pay an amount
at maturity based on a multiple of the amount of the relative currency
movements. This variety of index security offers the potential for
greater income but at a greater risk of loss.
Other derivative investments the Fund may invest in include "debt
exchangeable for common stock" of an issuer or "equity-linked debt
securities" of an issuer. At maturity, the debt security is exchanged for
common stock of the issuer or is payable in an amount based on the price
of the issuer's common stock at the time of maturity. In either case
there is a risk that the amount payable at maturity will be less than the
principal amount of the debt (because the price of the issuer's common
stock is not as high as was expected).
Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) buy securities issued or
guaranteed by any one issuer (except the U.S. Government or any of its
agencies or instrumentalities) if, with respect to 75% of its total
assets, more than 5% of the Fund's total assets would be invested in
securities of that issuer, or the Fund would then own more than 10% of
that issuer's voting securities; (2) borrow money in excess of 10% of the
value of its assets (the Fund may borrow only as a temporary measure for
emergency purposes) or make any investment at a time during which
borrowing exceeds 5% of the value of its assets; (3) concentrate
investments to the extent of 25% of its assets (at the time of investment)
in any industry (there is no limitation, however, as to investments in
obligations issued by the U.S. Government or any of its agencies or
instrumentalities); for purposes of this limitation, utilities will be
divided into "industries" according to their services (e.g., gas, gas
transmission, electric and telephone utilities will each be considered a
separate industry); (4) make loans, except through the purchase of
portfolio securities subject to repurchase agreements or through loans of
portfolio securities as described above under "Loans of Portfolio
Securities"; (5) invest in commodities or commodity contracts; however,
the Fund may buy and sell any of the Hedging Instruments which it may use
as permitted by any of its other policies, whether or not such Hedging
Instrument is considered to be a commodity or commodity contract, subject
to the restrictions and limitations stated under "Hedging" in this
Prospectus; or (6) invest more than 5% of the Fund's net assets in
securities of companies (including predecessors) that have
operated less than three years.
All of the percentage restrictions described above and elsewhere in this
Prospectus apply only at the time the Fund purchases a security, and the
Fund need not dispose of a security merely because the size of the Fund's
assets has changed or the security has increased in value relative to the
size of the Fund. There are other fundamental policies discussed in the
Statement of Additional Information.
How the Fund is Managed
Organization and History. The Fund was organized in 1987 as a
Massachusetts business trust. The Fund is an open-end, diversified
management investment company, with an unlimited number of authorized
shares of beneficial interest.
The Fund is governed by a Board of Trustees, which is responsible under
Massachusetts law for protecting the interests of shareholders. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Fund. Although the Fund is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Trustee or to take other action described in the
Fund's Declaration of Trust.
The Board of Trustees has the power, without shareholder approval, to
divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has two classes of shares, Class A and
Class C. Each class has its own dividends and distributions and pays
certain expenses which may be different for the different classes. Each
class may have a different net asset value. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally. Only
shares of a particular class vote together on matters that affect that
class alone. Shares are freely transferrable.
The Manager and Its Affiliates. The Fund is managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Fund's investments and handles its day-to-day business. The Manager
carries out its duties, subject to the policies established by the Board
of Trustees, under an Investment Advisory Agreement which states the
Manager's responsibilities. The Agreement sets forth the fees paid by the
Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.
The Manager has operated as an investment adviser since 1959. The
Manager and its affiliates currently manage investment companies,
including other OppenheimerFunds, with assets of more than $29 billion as
of December 31, 1994, and with more than 1.8 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.
- Portfolio Manager. The Portfolio Manager of the Fund is Ralph W.
Stellmacher. He has been the person principally responsible for the day-
to-day management of the Fund's portfolio since the Fund's inception in
November, 1987. Mr. Stellmacher is a Senior Vice President of the Manager
and a Vice President of the Fund, and also serves as an officer of other
OppenheimerFunds. During the past five years, Mr. Stellmacher has also
served as an officer and portfolio manager for other mutual funds managed
by the Manager (with the Fund, the "OppenheimerFunds").
- Fees and Expenses. Under the Investment Advisory Agreement, the Fund
pays the Manager the following annual fees, which decline on additional
assets as the Fund grows: 0.70% of the first $250 million of net assets,
0.65% of the next $250 million of net assets, 0.60% of the next $500
million of net assets, and 0.55% of net assets in excess of $1 billion.
The Fund's management fee for its last fiscal year was 0.69% of average
annual net assets for both its Class A shares and for Class C shares,
which may be higher than the rate paid by some other mutual funds.
The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs. Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders. However, those expenses reduce the net asset
value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the Investment Advisory
Agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.
There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information. That section discusses how brokers and dealers are
selected for the Fund's portfolio transactions. When deciding which
brokers to use, the Manager is permitted by the Investment Advisory
Agreement to consider whether brokers have sold shares of the Fund or any
other funds for which the Manager serves as investment adviser.
- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Distributor. The
Distributor also distributes the shares of the OppenheimerFunds and is
sub-distributor for funds managed by a subsidiary of the Manager.
- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
account to the Transfer Agent at the address and toll-free numbers shown
below in this Prospectus and on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "total
return", "average annual total return" and "yield" to illustrate its
performance. The performance of each class of shares is shown separately,
because the performance of each class of shares will usually be different
as a result of the different kinds of expenses each class bears. This
performance information may be useful to help you see how well your
investment has done and to compare it to other funds or market indices,
as we have done below.
It is important to understand that the fund's total returns represent
past performance and should not be considered to be predictions of future
returns or performance. This performance data is described below, but
more detailed information about how total returns are calculated is
contained in the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.
- Total Returns. There are different types of total returns used to
measure the Fund's performance. Total return is the change in value of
a hypothetical investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are reinvested in additional
shares. The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return
shows the average rate of return for each year in a period that would
produce the cumulative total return over the entire period. However,
average annual total returns do not show the Fund's actual year-by-year
performance.
When total returns are quoted for Class A shares, they reflect the
payment of the maximum initial sales charge. Total returns may also be
quoted "at net asset value," without considering the effect of the sales
charge, and those returns would be reduced if sales charges were deducted.
When total returns are shown for the entire period Class C shares have
been offered, they reflect the effect of the contingent deferred sales
charge. They may also be shown based on the change in net asset value,
without considering the effect of the contingent deferred sales charge.
- Yield. Each Class of shares calculates its yield by dividing the
annualized net investment income per share on the portfolio during a
30-day period by the maximum offering price on the last day of the period.
The yield of each Class will differ because of the different expenses of
each Class of shares. The yield data represents a hypothetical investment
return on the portfolio, and does not measure an investment return based
on dividends actually paid to shareholders. To show that return, a
dividend yield may be calculated. Dividend yield is calculated by
dividing the dividends of a Class derived from net investment income
during a stated period by the maximum offering price on the last day of
the period. Yields and dividend yields for Class A shares reflect the
deduction of the maximum initial sales charge, but may also be shown based
on the Fund's net asset value per share. Yields for Class C shares do not
reflect the deduction of the contingent deferred sales charge.
How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended September 30, 1994,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index and a narrower market index.
- Management's Discussion of Performance. In the beginning of the
Fund's past fiscal year, the Manager shifted the Fund's investment
strategy to help position the Fund for an expected stable or rising
interest rate environment by beginning to shorten the average maturity of
the Fund's portfolio. This shift was designed to help reduce share price
declines when interest rates increase since short-term bonds are less
sensitive to interest rate changes than longer-term bonds. During the
course of the Fund's past fiscal year the Federal Reserve Board continued
to move aggressively to raise short-term interest rates as a pre-emptive
strike against inflation. In response, the Manager adjusted the Fund's
portfolio to increase investment in high yield bonds issued by companies
which derive a large percentage of their earnings from Europe and in bonds
positioned to benefit from rising commodity prices worldwide.
- Comparing the Fund's Performance to the Market. The chart below
shows the performance of a hypothetical $10,000 investment in each Class
of shares of the Fund held until September 30, 1994. In the case of Class
A shares, performance is measured from the Fund's inception on November
16, 1987, and in the case of Class C shares, performance is measured from
the inception of the Class on December 1, 1993. In both cases, all
dividends and capital gains distributions were reinvested in additional
shares. The graph reflects the deduction of the 4.75% current maximum
initial sales charge on Class A shares and the 1.0% contingent deferred
sales charge on Class C shares.
The Fund's performance is compared to the performance of the Lehman
Brothers Corporate Bond Index and the Salomon Brothers High Yield Market
Index. The Lehman Brothers Corporate Bond Index is an unmanaged index of
publicly-issued nonconvertible investment grade corporate debt of U.S.
issuers, widely recognized as a measure of the U.S. fixed-rate corporate
bond market. The Salomon Brothers High Yield Market Index is an unmanaged
index of below-investment grade (but rated at least BB+/Ba1 by S&P or
Moody's) U.S. corporate debt obligations, widely recognized as a measure
of the performance of the high-yield corporate bond market, the market in
which the Fund principally invests. Index performance reflects the
reinvestment of dividends but does not consider the effect of capital
gains or transaction costs, and none of the data below shows the effect
of taxes. Also, the Fund's performance reflects the effect of Fund
business and operating expenses. While index comparisons may be useful
to provide a benchmark for the Fund's performance, it must be noted that
the Fund's investments are not limited to the securities in any one index.
Moreover, the index data does not reflect any assessment of the risk of
the investments included in the index.
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Champion High Yield Fund, the
Lehman Brothers Corporate Bond Index and
the Salomon Brothers High Yield Market
(Graph)
Past performance is not predictive of future performance.
Average Annual Total Returns of the Fund at 9/30/94
1-Year 5-Year Life of the Fund*
Class A: 0.60% 12.62% 12.93%
* Class A Shares of the Fund first publicly sold on November 16, 1987
Cumulative Total Return of the Fund at 9/30/94
Life**
Class C: 0.17%
_________________________________________
* The inception date of the Fund (Class A shares) was 11/16/87.
** Class C shares of the Fund were first publicly offered on 12/1/93.
<PAGE>
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors two different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.
- Class A Shares. If you buy Class A shares, you pay an initial sales
charge (on investments up to $1 million). If you purchase Class A shares
as part of an investment of at least $1 million in shares of one or more
OppenheimerFunds, you will not pay an initial sales charge but if you sell
any of those shares within 18 months after your purchase, you may pay a
contingent deferred sales charge, which will vary depending on the amount
you invested. Sales charges are described below.
- Class C Shares. If you buy Class C shares, you pay no sales charge
at the time of purchase, but if you sell your shares within 12 months of
buying them, you will normally pay a contingent deferred sales charge of
1%.
Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors are how much you plan to
invest, how long you plan to hold your investment, and whether you
anticipate exchanging your shares for shares of other OppenheimerFunds
(not all of which currently offer Class C shares). If your goals and
objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another
class of shares.
In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We used the
sales charge rates that apply to Class A and C, considering the effect of
the annual asset-based sales charge on Class C expenses (which, like all
expenses, will affect your investment return). For the sake of
comparison, we have assumed that there is a 10% rate of appreciation in
the investment each year. Of course, the actual performance of your
investment cannot be predicted and will vary, based on the Fund's actual
investment returns and the operating expenses borne by each class of
shares, and which class you invest in. The factors discussed below are
not intended to be investment advice or recommendations, because each
investor's financial considerations are different.
- How Long Do You Expect to Hold Your Investment? The Fund is designed
for long-term investment. While future financial needs cannot be
predicted with certainty, knowing how long you expect to hold your
investment will assist you in selecting the appropriate class of shares.
The effect of the sales charge over time, using our assumptions, will
generally depend on the amount invested. Because of the effect of class-
based expenses, your choice will also depend on how much you invest.
- How Much Do You Plan to Invest? If you plan to invest a substantial
amount over the long term, the reduced sales charges available for larger
purchases of Class A shares may offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher expenses on Class C, for which no initial sales
charge is paid. Additionally, dividends payable to Class C shareholders
will be reduced by the additional expenses borne solely by Class C, such
as the asset-based sales charge described below.
In general, if you plan to invest less than $100,000, Class C shares may
be more advantageous than Class A shares, using the assumptions in our
hypothetical example. However, if you plan to invest more than $100,000
(not only in the Fund, but possibly in other OppenheimerFunds as well),
then Class A shares generally will be more advantageous than Class C,
because of the effect of the reduction of initial sales charges on larger
purchases of Class A shares (described in "Reduced Sales Charges for Class
A Share Purchases," below). That is also the case because the annual
asset-based sales charge on Class C shares will have a greater impact on
larger investments than the initial sales charge on Class A shares because
of the reductions of initial sales charge available for larger purchases.
And for investors who invest $1 million or more, in most cases Class A
shares will be the most advantageous choice, no matter how long you intend
to hold your shares. For that reason, the Distributor normally will not
accept purchase orders of $1 million or more of Class C shares from a
single investor.
Of course, these examples are based on approximations of the effect of
current sales charges and expenses on a hypothetical investment over time,
using the assumptions stated above. Therefore, these examples should not
be relied on as rigid guidelines.
- Are There Differences in Account Features That Matter to You?
Because some account features may not be available to Class C
shareholders, or other features (such as Automatic Withdrawal Plans) might
not be advisable (because of the effect of the contingent deferred sales
charge) in non-retirement accounts for Class C shareholders, you should
carefully review how you plan to use your investment account before
deciding which class of shares to buy. Also, because not all
OppenheimerFunds currently offer Class C shares, and because exchanges are
permitted only to the same class of shares in other OppenheimerFunds, you
should consider how important the exchange privilege is likely to be for
you.
- How Does It Affect Payments to My Broker? A salesperson, such as a
broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than for selling another class. It is important that investors
understand that the purpose of the contingent deferred sales charge and
asset-based sales charge for Class C shares is the same as the purpose of
the front-end sales charge on sales of Class A shares: to compensate the
Distributor for commissions it pays to dealers and financial institutions
for selling shares.
How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans:
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.
Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
- How Are Shares Purchased? You can buy shares several ways -- through
any dealer, broker or financial institution that has a sales agreement
with the Distributor, or directly through the Distributor, or
automatically through an Asset Builder Plan under the OppenheimerFunds
AccountLink service. When you buy shares, be sure to specify Class A or
Class C shares. If you do not choose, your investment will be made in
Class A shares.
- Buying Shares Through Your Dealer. Your dealer will place your order
with the Distributor on your behalf.
- Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "Oppenheimer
Funds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act
as your agent in buying the shares. However, we recommend that you
discuss your investment first with a financial advisor, to be sure it is
appropriate for you.
- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member. You can then transmit funds electronically to purchase shares,
to send redemption proceeds, and to transmit dividends and distributions.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.
- Asset Builder Plans. You may purchase shares of the Fund (and up to
four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value and any initial sales charge
that applies that is next determined after the Distributor receives the
purchase order in Denver. In most cases, to enable you to receive that
day's offering price, the Distributor must receive your order by the time
of day The New York Stock Exchange closes, which is normally 4:00 P.M.,
New York time, but may be earlier on some days (all references to time in
this Prospectus mean "New York time"). The net asset value of each class
of shares is determined as of that time on each day The New York Stock
Exchange is open (which is a "regular business day").
If you buy shares through a dealer, the dealer must receive your order
by the close of The New York Stock Exchange, on a regular business day and
transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.
Class A Shares. Class A shares are sold at their offering price, which
is normally net asset value plus an initial sales charge. However, in
some cases, described below, purchases are not subject to an initial sales
charge, and the offering price will be the net asset value. In some cases,
reduced sales charges may be available, as described below. Out of the
amount you invest, the Fund receives the net asset value to invest for
your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as a commission. The current
sales charge rates and commissions paid to dealers and brokers are as
follows:
_______________________________________________________________________
Front-End Sales Charge Commission as
As a Percentage of: Percentage of
Amount of Purchase Offering Price Amount 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% 3.75%
$100,000 or more but
less than $250,000 3.50% 3.63% 2.75%
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.
- Class A Contingent Deferred Sales Charge. There is no initial sales
charge on purchases of Class A shares of any one or more OppenheimerFunds
aggregating $1 million or more. However, the Distributor pays dealers of
record commissions on such purchases in an amount equal to the sum of 1.0%
of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25%
of share purchases over $5 million. That commission will be paid only on
the amount of those purchases in excess of $1 million that were not
previously subject to a front-end sales charge and dealer commission.
If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
the aggregate net asset value of either (1) the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer
on all Class A shares of all OppenheimerFunds you purchased subject to
the Class A contingent deferred sales charge. In determining whether a
contingent deferred sales charge is payable, the Fund will first redeem
shares that are not subject to the sales charge, including shares
purchased by reinvestment of dividends and capital gains, and then will
redeem other shares in the order that you purchased them. The Class A
contingent deferred sales charge is waived in certain cases described in
"Waivers of Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on exchanges of
shares under the Fund's Exchange Privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
sales charge will apply.
- Special Arrangements With Dealers. The Distributor may advance up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Dealers whose sales of Class A shares of OppenheimerFunds (other
than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales.
Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:
- Right of Accumulation. To qualify for the lower sales charge rates
that apply to large purchases of Class A shares, you and your spouse can
add together Class A shares you purchase for your individual accounts, or
jointly, or on behalf of your children who are minors, under trust or
custodial accounts. A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A shares
of the Fund and other OppenheimerFunds. You can also include Class A
shares of OppenheimerFunds you previously purchased subject to a sales
charge, provided that you still hold your investment in one of the
OppenheimerFunds. The value of those shares will be based on the greater
of the amount you paid for the shares or their current value (at offering
price). The OppenheimerFunds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.
- Letter of Intent. Under a Letter of Intent, you may purchase Class
A shares of the Fund and other OppenheimerFunds during a 13-month period
at the reduced sales charge rate that applies to the total amount of the
intended purchases. This can include purchases made up to 90 days before
the date of the Letter. More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional Information.
- Waivers of Class A Sales Charges. No sales charge is imposed on
sales of Class A shares to the following investors: (1) the Manager or its
affiliates; (2) present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced Sales
Charges" in the Statement of Additional Information) of the Fund, the
Manager and its affiliates, and retirement plans established by them for
their employees; (3) registered management investment companies, or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; (4) dealers or brokers that
have a sales agreement with the Distributor, if they purchase shares for
their own accounts or for retirement plans for their employees; (5)
employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have entered
into sales arrangements with such dealers or brokers (and are identified
to the Distributor) or with the Distributor; the purchaser must certify
to the Distributor at the time of purchase that the purchase is for the
purchaser's own account (or for the benefit of such employee's spouse or
minor children); (6) dealers, brokers or registered investment advisers
that have entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular investment
products made available to their clients; and (7) dealers, brokers or
registered investment advisers that have entered into an agreement with
the Distributor to sell shares of defined contribution employee retirement
plans for which the dealer, broker or investment adviser provides
administration services.
Additionally, no sales charge is imposed on shares that are (a) issued
in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Fund is a party, or (b) purchased by the
reinvestment of loan repayments by a participant in a retirement plan for
which the Manager or its affiliates acts as sponsor, or (c) purchased by
the reinvestment of dividends or other distributions reinvested from the
Fund or other OppenheimerFunds (other than Oppenheimer Cash Reserves) or
unit investment trusts for which reinvestment arrangements have been made
with the Distributor. There is a further discussion of this policy in
"Reduced Sales Charges" in the Statement of Additional Information.
The Class A contingent deferred sales charge does not apply to purchases
of Class A shares at net asset value described above and is also waived
if shares are redeemed in the following cases: (1) retirement
distributions or loans to participants or beneficiaries from qualified
retirement plans, deferred compensation plans or other employee benefit
plans ("Retirement Plans"), (2) returns of excess contributions made to
Retirement Plans, (3) Automatic Withdrawal Plan payments that are limited
to no more than 12% of the original account value annually, (4)
involuntary redemptions of shares by operation of law or under the
procedures set forth in the Fund's Declaration of Trust or adopted by the
Board of Trustees and (5) if, at the time an order is placed for Class A
shares that would otherwise be subject to the Class A contingent deferred
sales charge, the dealer agrees to accept the dealer's portion of the
commission payable on the sale in installments of 1/18th of the commission
per month (with no further commission payable if the shares are redeemed
within 18 months of purchase).
- Service Plan for Class A Shares. The Fund has adopted a Service Plan
for Class A shares to reimburse the Distributor for a portion of its costs
incurred in connection with the personal service and maintenance of
accounts that hold Class A shares. Reimbursement is made quarterly at an
annual rate that may not exceed 0.25% of the average annual net assets of
Class A shares of the Fund. The Distributor uses all of those fees to
compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares and to reimburse itself (if the
Fund's Board of Trustees authorizes such reimbursements, which it has not
yet done) for its other expenditures under the Plan.
Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.
Class C Shares. Class C shares are sold at net asset value per share
without an initial sales charge. However, if Class C shares are redeemed
within 12 months of their purchase, a contingent deferred sales charge of
1.0% will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class C contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class C shares.
To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
- Waivers of Class C Sales Charge. The Class C contingent deferred
sales charge will be waived if the shareholder requests it for any of the
following redemptions: (1) distributions to participants or beneficiaries
from Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2, as
long as the payments are no more than 10% of the account value annually
(measured from the date the Transfer Agent receives the request), or (b)
following the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary; (2) redemptions from accounts
other than Retirement Plans following the death or disability of the
shareholder (the disability must have occurred after the account was
established and you must provide evidence of a determination of disability
by the Social Security Administration); (3) returns of excess
contributions to Retirement Plans; and (4) distributions from IRAs
(including SEP-IRAs and SAR /SEP accounts) before the participant is age
59-1/2, and distributions from 403(b)(7) custodial plans or pension or
profit sharing plans before the participant is age 59-1/2 but only after
the participant has separated from service, if the distributions are made
in substantially equal periodic payments over the life (or life
expectancy) of the participant or the joint lives (or joint life and last
survivor expectancy) of the participant and the participant's designated
beneficiary (and the distributions must comply with other requirements for
such distributions under the Internal Revenue Code and may not exceed 10%
of the account value annually, measured from the date the Transfer Agent
receives the request).
The contingent deferred sales charge is also waived on Class C shares
in the following cases: (i) shares sold to the Manager or its affiliates;
(ii) shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; (iii) shares issued in plans of
reorganization to which the Fund is a party; and (iv) shares redeemed in
involuntary redemptions as described above. Further details about this
policy are contained in "Reduced Sales Charges" in the Statement of
Additional Information.
- Distribution and Service Plan for Class C Shares. The Fund has
adopted a Distribution and Service Plan for Class C shares to compensate
the Distributor for its services and costs in distributing Class C shares
and servicing accounts. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class C shares.
The Distributor also receives a service fee of 0.25% per year. Both fees
are computed on the average annual net assets of Class C shares,
determined as of the close of each regular business day. The asset-based
sales charge allows investors to buy Class C shares without a front-end
sales charge while allowing the Distributor to compensate dealers that
sell Class C shares.
The Distributor uses the service fee to compensate dealers for providing
personal services for accounts that hold Class C shares. Those services
are similar to those provided under the Class A Service Plan, described
above. The asset-based sales charge and service fees increase Class C
expenses by up to 1.00% of average net assets per year.
The Distributor pays the 0.25% service fee to dealers in advance for the
first year after Class C shares have been sold by the dealer. After the
shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale. The
Distributor retains the asset-based sales charge during the first year
shares are outstanding to recoup the sales commissions it pays, the
advances of service fee payments it makes, financing costs and other
expenses. The Distributor plans to pay the asset-based sales charge as an
ongoing commission to the dealer on Class C shares that have been
outstanding for a year or more.
Because the Distributor's actual expenses in selling Class C shares may
be more than the payments it receives from contingent deferred sales
charges collected on redeemed shares and from the Fund under the
Distribution and Service Plan for Class C shares, those expenses may be
carried over and paid in future years. At September 30, 1994, the end of
the Plan year, the Distributor had incurred unreimbursed expenses under
the Plan of $368,319 (equal to 1.33% of the Fund's net assets represented
by Class C shares on that date), which have been carried over into the
present Plan year. If the Plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for certain expenses it incurred before the Plan
was terminated.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges must be requested on the Application you use to
buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.
- Using AccountLink to Buy Shares. Purchases may be made by telephone
only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
- Purchasing Shares. You may purchase shares in amounts up to $100,000
by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
- Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
- Selling Shares. You can redeem shares by telephone automatically by
calling the PhoneLink number and the Fund will send the proceeds directly
to your AccountLink bank account. Please refer to "How to Sell Shares,"
below, for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
- Automatic Withdrawal Plans. If your Fund account is worth $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments
of at least $50 on a monthly, quarterly, semi-annual or annual basis. The
checks may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details.
- Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange an amount you establish in advance for shares
of up to five other OppenheimerFunds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each OppenheimerFunds account is $25. These exchanges are subject to
the terms of the Exchange Privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Fund shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of the Fund or other OppenheimerFunds without paying a
sales charge. This privilege applies to Fund shares that you purchased
with an initial sales charge. It also applies to shares on which you paid
a contingent deferred sales charge when you redeemed them. You must be
sure to ask the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SARSEP-IRAs
- Pension and Profit-Sharing Plans for self-employed persons and other
employers
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.
- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.
- Certain Requests Require a Signature Guarantee. To protect you and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):
- You wish to redeem more than $50,000 worth of shares and receive a
check
- A redemption check is not payable to all shareholders listed on the
account statement
- A redemption check is not sent to the address of record on your
statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)
- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing on behalf of a corporation, partnership or other business, or
as a fiduciary, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
- Your name
- The Fund's name
- Your Fund account number (from your statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for requests Send courier or Express
by mail: Mail requests to:
Oppenheimer Shareholder Services Oppenheimer Shareholder Services
P.O. Box 5270, Denver, Colorado 80217 10200 E. Girard Avenue
Building D
Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds retirement plan or under a share
certificate by telephone.
- To redeem shares through a service representative, call 1-800-
852-8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.
- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone in any 7-day period. The check must be payable to all owners
of record of the shares and must be sent to the address on the account
statement. This service is not available within 30 days of changing the
address on an account.
- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.
Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which must be signed (with a
signature guarantee) by all owners of the account and returned to the
Transfer Agent so that checks can be sent to you to use. Shareholders with
joint accounts can elect in writing to have checks paid over the signature
of one owner.
- Checks can be written to the order of whomever you wish, but may not
be cashed at the Fund's bank or custodian.
- Checkwriting privileges are not available for accounts holding Class
C shares or Class A shares that are subject to a contingent deferred sales
charge.
- Checks must be written for at least $100.
- Checks cannot be paid if they are written for more than your account
value.
Remember: your shares fluctuate in value and you should not write a
check close to the total account value.
- You may not write a check that would require the Fund to redeem shares
that were purchased by check or Asset Builder Plan payments within the
prior 15 days.
- Don't use your checks if you changed your Fund account number.
The Fund will charge a $10 fee for any check that is not paid because
(1) the owners of the account told the Fund not to pay the check, or (2)
the check was for more than the account balance, or (3) the check did not
have the proper signatures, or (4) the check was written for less than
$100.
Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain
OppenheimerFunds at net asset value per share at the time of exchange,
without sales charge. A $5 service fee will be deducted from the fund
account you are exchanging into to help defray administrative costs. That
charge is waived for automated exchanges made by brokers on Fund/SERV and
for automated exchanges between already established accounts on PhoneLink,
described below. To exchange shares, you must meet several conditions:
- Shares of the fund selected for exchange must be available for sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want to
buy must offer the exchange privilege
- You must hold the shares you buy when you establish your account for
at least 7 days before you can exchange them; after the account is open
7 days, you can exchange shares every regular business day
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are "Class A" shares for exchange purposes. Certain
OppenheimerFunds offer Class A, Class B and/or Class C shares, and a list
can be obtained by calling the Distributor at 1-800-525-7048. In some
cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.
Exchanges may be requested in writing or by telephone:
- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."
- Telephone Exchange Requests. Telephone exchange requests may be made
either by calling a service representative at 1-800-852-8457 or by using
PhoneLink for automated exchanges, by calling 1-800-533-3310. Telephone
exchanges may be made only between accounts that are registered with the
same name(s) and address. Shares held under certificates may not be
exchanged by telephone.
You can find a list of OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or by calling a
service representative at 1-800-525-7048. Exchanges of shares involve a
redemption of the shares of the fund you own and a purchase of shares of
the other fund.
There are certain exchange policies you should be aware of:
- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into if
it determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the Fund.
- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
- The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.
- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
The Distributor has entered into agreements with certain dealers and
investment advisers permitting them to exchange their clients' shares by
telephone. These privileges are limited under those agreements and the
Distributor has the right to reject or suspend those privileges. As a
result, those exchanges may be subject to notice requirements, delays and
other limitations that do not apply to shareholders who exchange their
shares directly by calling or writing to the Transfer Agent.
Shareholder Account Rules and Policies
- Net Asset Value Per Share is determined for each class of shares as
of the close of The New York Stock Exchange on each regular business day
by dividing the value of the Fund's net assets attributable to a class by
the number of shares of that class that are outstanding. The Fund's Board
of Trustees has established procedures to value the Fund's securities to
determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities, obligations for which market values cannot be
readily obtained, and call options and hedging instruments. These
procedures are described more completely in the Statement of Additional
Information.
- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.
- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.
- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
- Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.
- The redemption price for shares will vary from day to day because the
value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A and Class C shares. Therefore, the redemption
value of your shares may be more or less than their original cost.
- Payment for redeemed shares is made ordinarily in cash and forwarded
by check or through AccountLink (as elected by the shareholder under the
redemption procedures described above) within 7 days after the Transfer
Agent receives redemption instructions in proper form, except under
unusual circumstances determined by the Securities and Exchange Commission
delaying or suspending such payments. The Transfer Agent may delay
forwarding a check or processing a payment via AccountLink for recently
purchased shares, but only until the purchase payment has cleared. That
delay may be as much as 10 days from the date the shares were purchased.
That delay may be avoided if you purchase shares by certified check or
arrange to have your bank provide telephone or written assurance to the
Transfer Agent that your purchase payment has cleared.
- Involuntary redemptions of small accounts may be made by the Fund if
the account value has fallen below $200 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
- Under unusual circumstances, shares of the fund may be redeemed "in
kind", which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to "How to Sell
Shares" in the Statement of Additional Information for more details.
- "Backup Withholding" of Federal income tax may be applied at the rate
of 31% from dividends, distributions and redemption proceeds (including
exchanges) if you fail to furnish the Fund a certified Social Security or
Employer Identification Number when you sign your application, or if you
violate Internal Revenue Service regulations on tax reporting of income.
- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charge when redeeming certain Class
A and Class C shares.
- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report and
updated prospectus to shareholders having the same last name and address
on the Fund's records. However, each shareholder may call the Transfer
Agent at 1-800-525-7048 to ask that copies of those materials be sent
personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares dividends separately for Class A and Class
C shares from net investment income on each regular business day and pays
those dividends to shareholders monthly. Normally, dividends are paid on
or about the last business day of the month, but the Board of Trustees can
change that date. Also, dividends paid on Class A shares generally are
expected to be higher than for Class C shares because expenses allocable
to Class C shares will generally be higher. There is no fixed dividend
rate and there can be no assurance as to the payment of any dividends.
Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year. Short-term capital gains are treated as dividends for tax purposes.
There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:
- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
- Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
- Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them
sent to your bank on AccountLink.
- Reinvest Your Distributions in Another OppenheimerFunds Account. You
can reinvest all distributions in another OppenheimerFunds account you
have established.
Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. It does not matter how long you held your
shares. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Distributions are subject to
federal income tax and may be subject to state or local taxes. Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.
- "Buying a Dividend": When a fund goes ex-dividend, its share price
is reduced by the amount of the distribution. If you buy shares on or
just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.
- Taxes on Transactions: Share redemptions, including redemptions for
exchanges, are subject to capital gains tax. A capital gain or loss is
the difference between the price you paid for the shares and the price you
received when you sold them.
- Returns of Capital: In certain cases distributions made by the Fund
may be considered a non-taxable return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.
<PAGE>
APPENDIX A: BOND RATINGS
Description of Moody's Investors Service, Inc. Bond Ratings
Aaa: Bonds which are rated "Aaa" are judged to be the best quality and
to carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely to change,
the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group, they comprise what are generally
known as "high-grade" bonds. They are rated lower than the best bonds
because margins of protection may not be as large as with "Aaa" securities
or fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than those of "Aaa" securities.
A: Bonds which are rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
The investments in which the Fund will principally invest will be in the
lower-rated categories described below.
Baa: Bonds which are rated "Baa" are considered medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and have speculative
characteristics as well.
Ba: Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered well-assured. Often the protection of
interest and principal payments may be very moderate and not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B: Bonds which are rated "B" generally lack characteristics of
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca: Bonds which are rated "Ca" represent obligations which are
speculative in a high degree and are often in default or have other marked
shortcomings.
C: Bonds which are rated "C" are the lowest rated class of bonds and
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Description of Standard & Poor's Bond Ratings
AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated "AA" also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from "AAA" issues only in small degree.
A: Bonds rated "A" have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to adverse effects
of change in circumstances and economic conditions.
The investments in which the Fund will principally invest will be in the
lower-rated categories, described below.
BBB: Bonds rated "BBB" are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for
bonds in this category than for bonds in the "A" category.
BB, B, CCC, CC: Bonds rated "BB," "B," "CCC" and "CC" are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms
of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest degree. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
C: Bonds on which no interest is being paid are rated "C".
D: Bonds rated "D" are in payment default and payment of interest
and/or repayment of principal is in arrears.
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER CHAMPION HIGH YIELD FUND
Graphic material included in Prospectus of Oppenheimer Champion High
Yield Fund: "Comparison of Total Return of Oppenheimer Champion High Yield
Fund, the Lehman Bros. Corp. Bond Index and the Salomon Bros. High Yield
Market Index - Change in Value of a $10,000 Hypothetical Investment"
A linear graph will be included in the Prospectus of Oppenheimer
Champion High Yield Fund (the "Fund") depicting the initial account value
and subsequent account value of a hypothetical $10,000 investment in the
Fund through 9/30/94 from, in the case of Class A shares, the period since
the inception of the Fund (11/16/87) and in the case of Class C shares,
the period from the inception of the class (12/1/93). The graph will
compare such values with hypothetical $10,000 investments over the same
time periods in the Lehman Bros. Corp. Bond Index and the Salomon Bros.
High Yield Market Index. Set forth below are the relevant data points
that will appear on the linear graph. Additional information with respect
to the foregoing, including descriptions of the Lehman Bros. Corp. Bond
Index and the Salomon Bros. High Yield Market Index, is set forth in the
Prospectus under "Performance of the Fund - Comparing the Fund's
Performance to the Market."
Salomon Bros.
Fiscal Year Oppenheimer Champion Lehman Bros. High Yield
(Period) Ended High Yield Fund A Corp. Bond Index Market Index
11/16/87 $ 9,525 $10,000 $10,000
09/30/88* $11,096 $11,000 $12,051
09/30/89 $12,252 $12,297 $12,833
09/30/90 $12,428 $13,058 $11,800
09/30/91 $15,594 $15,282 $15,577
09/30/92 $18,713 $17,452 $19,085
09/30/93 $21,838 $19,640 $21,906
09/30/94 $23,065 $18,881 $22,411
______________________
*For the period from November 16, 1987 (commencement of operations) to
September 30, 1988.
Fiscal Year Oppenheimer Champion Lehman Bros. Salomon Bros.
Period Ended High Yield Fund C Corp. Bond Index High Yield
Market Index
12/1/93* $10,000 $10,000 $10,000
09/30/94 $10,017 $ 9,658 $ 9,981
*Class C shares of the Fund were first publicly offered on December 1,
1993.
<PAGE>
Oppenheimer Champion High Yield Fund
3410 South Galena Street
Denver, Colorado 80231
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203 OPPENHEIMER
Distributor Champion High Yield Fund
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent Prospectus and
Oppenheimer Shareholder Services New Account Application
P.O. Box 5270 Effective January 27,
1995
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, NY 10015
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Additional Statement, and if given or
made, such information and representations 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.
(Logo)OppenheimerFunds
PR190.0195.N *Printed on recycled paper
<PAGE>
Oppenheimer Champion High Yield Fund
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated January 27, 1995
This Statement of Additional Information of Oppenheimer Champion High
Yield Fund is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus
dated January 27, 1995. It should be read together with the Prospectus,
which may be obtained by writing to the Fund's Transfer Agent, Oppenheimer
Shareholder Services, at P.O. Box 5270, Denver, Colorado 80217 or by
calling the Transfer Agent at the toll-free number shown above.
Contents
Page
About the Fund
Investment Objectives and Policies 2
Investment Policies and Strategies 2
Other Investment Techniques and Strategies 8
Other Investment Restrictions 18
How the Fund is Managed 19
Organization and History 19
Trustees and Officers of the Fund 20
The Manager and Its Affiliates 23
Brokerage Policies of the Fund 24
Performance of the Fund 26
Distribution and Service Plans 30
About Your Account 32
How To Buy Shares 32
How To Sell Shares 38
How To Exchange Shares 42
Dividends, Capital Gains and Taxes 44
Additional Information About the Fund 45
Financial Information About the Fund 46
Independent Auditors' Report 46
Financial Statements 47
Appendix A: Industry Classifications A-1
ABOUT THE FUND
Investment Objectives And Policies
Investment Policies and Strategies. The investment objectives and policies
of the Fund are described in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objectives. Capitalized terms used in this Statement
of Additional Information have the same meaning as those terms have in the
Prospectus.
The Fund seeks to attain its primary objective of a high level of
current income by investing mainly in a diversified portfolio of high
yield fixed-income securities. As a secondary objective, the Fund seeks
capital growth when consistent with its primary objective. High yield
bonds generally offer a higher yield to maturity than bonds with higher
ratings as compensation for holding an obligation perceived to be of
greater risk. The high yield opportunity has been the result of wide
yield spreads between high yield obligations and high grade obligations,
with actual losses resulting from default remaining low relative to the
values of outstanding high yield bonds. In addition to offering higher
absolute returns, high yield securities have greater potential than high-
grade bonds for better relative performance if their credit quality
improves.
The Fund's investment adviser, Oppenheimer Management Corporation (the
"Manager"), evaluates the investment merits of fixed-income securities
primarily through the exercise of its own investment analysis. This may
include consideration of the financial strength of the issuer, including
its historic and current financial condition, the trading activity in its
securities, present and anticipated cash flow, estimated current value of
assets in relation to historical cost, the issuer's experience and
managerial expertise, responsiveness to changes in interest rates and
business conditions, debt maturity schedules, current and future borrowing
requirements, and any change in the financial condition of the issuer and
its continuing ability to meet its future obligations. The Manager also
may consider anticipated changes in business conditions, levels of
interest rates of bonds as contrasted with levels of cash dividends,
industry and regional prospects, the availability of new investment
opportunities, and the general economic, legislative and monetary outlook
for specific industries, the nation and the world.
- -- Investment Risks of Fixed-Income Securities. All fixed-income
securities are subject to two types of risks: credit risk and interest
rate risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due.
Generally, higher yielding lower-grade bonds are subject to credit risk
to a greater extent than lower yielding, investment grade bonds. Interest
rate risk refers to the fluctuations in value of fixed-income securities
resulting solely from the inverse relationship between price and yield of
outstanding fixed-income securities. An increase in prevailing interest
rates will generally reduce the market value of already-issued fixed-
income investments, and a decline in interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater changes
in their prices from changes in interest rates than obligations with
shorter maturities. Fluctuations in the market value of fixed-income
securities after the Fund buys them will not affect the interest payable
on those securities, nor the cash income from such securities. However,
those price fluctuations will be reflected in the valuations of these
securities and therefore the Fund's net asset values.
As stated in the Prospectus, the investments in which the Fund will
principally invest will be in the lower rating categories. The Fund may
invest in securities rated as low as "C" by Moody's or "D" by Standard &
Poor's. The Manager will not rely solely on the ratings assigned by
rating services and may invest, without limit, in unrated securities which
offer, in the opinion of the Manager, yields and risks comparable to
those of rated securities in which the Fund may invest.
Some of the principal risks of high yield securities include: (i)
limited liquidity and secondary market support, (ii) substantial market
price volatility resulting from changes in prevailing interest rates,
(iii) subordination of the holder's claims to the prior claims of banks
and other senior lenders in bankruptcy proceedings, (iv) the operation of
mandatory sinking fund or call/redemption provisions during periods of
declining interest rates, whereby the holder might receive redemption
proceeds at times when only lower-yielding portfolio securities are
available for investment, (v) the possibility that earnings of the issuer
may be insufficient to meet its debt service, and (vi) the issuer's low
creditworthiness and potential for insolvency during periods of rising
interest rates and economic downturn. Some high yield bonds pay interest
in kind rather than in cash.
As a result of the limited liquidity of high yield securities, their
prices have at times experienced significant and rapid decline when a
significant number of holders of high yield securities simultaneously
decided to sell them. A decline is also likely in the high yield bond
market during an economic downturn. An economic downturn or an increase
in interest rates could severely disrupt the market for high yield
securities and adversely affect the value of outstanding securities and
the ability of the issuers to repay principal and interest. In addition,
in recent years there have been several Congressional attempts to limit
the use or limit tax and other advantages of high yield bonds. If
enacted, such proposals could adversely affect the value of these
securities and consequently the Fund's net asset value per share. For
example, federally insured savings and loan associations have been
required to divest their investments in high yield securities.
- -- Zero Coupon Securities. The Fund may invest in zero coupon
securities issued by the U.S. Treasury or by private issuers, such as
corporations. Zero coupon U.S. Treasury securities include: (1) U.S.
Treasury bills without interest coupons, (2) U.S. Treasury notes and bonds
that have been stripped of their unmatured interest coupons and (3)
receipts or certificates representing interests in such stripped debt
obligations or coupons. These securities usually trade at a deep discount
from their face or par value and will be subject to greater fluctuations
in market value in response to changing interest rates than debt
obligations of comparable maturities that make current payments of
interest. However, the interest rate is "locked in" and there is no risk
of having to reinvest periodic interest payments in securities having
lower rates.
Because the Fund accrues taxable income from zero coupon securities
without receiving cash, the Fund may be required to sell portfolio
securities in order to pay dividends or redemption proceeds for its
shares, which require the payment of cash. This will depend on several
factors: the proportion of shareholders who elect to receive dividends in
cash rather than reinvesting dividends in additional shares of the Fund,
and the amount of cash income the Fund receives from other investments and
the sale of shares. In either case, cash distributed or held by the Fund
that is not reinvested by investors in additional Fund shares will hinder
the Fund from seeking current income.
- -- Warrants and Rights. The Fund may, to the limited extent described
in the Prospectus, invest in warrants and rights. Their prices do not
necessarily move parallel to the prices of the underlying securities. The
amount paid for a warrant will be lost unless the warrant is exercised
prior to expiration. Warrants and rights have no voting rights, receive
no dividends and have no rights with respect to the assets of the issuer.
- -- Foreign Securities. "Foreign securities" include equity and debt
securities of companies organized under the laws of countries other than
the United States and debt securities of foreign governments that are
traded on foreign securities exchanges or in the foreign over-the-counter
markets. Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets are not considered "foreign
securities" for the purpose of the Fund's investment allocations, because
they are not subject to many of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad.
The Fund may invest in U.S. dollar-denominated foreign debt
obligations known as "Brady Bonds," which are issued for the exchange of
existing commercial bank loans to foreign entities for new obligations
that are generally collateralized by zero coupon U.S. Treasury securities
having the same maturity. Because the Fund may purchase securities
denominated in foreign currencies, a change in the value of such foreign
currency against the U.S. dollar will result in a change in the amount of
income the Fund has available for distribution. Because a portion of the
Fund's investment income may be received in foreign currencies, the Fund
will be required to compute its income in U.S. dollars for distribution
to shareholders, and therefore the Fund will absorb the cost of currency
fluctuations. After the Fund has distributed income, subsequent foreign
currency losses may result in the Fund's having distributed more income
in a particular fiscal period than was available from investment income,
which could result in a return of capital to shareholders.
Investing in foreign securities offers potential benefits not
available from investing solely in securities of domestic issuers,
including the opportunity to invest in foreign issuers that appear to
offer growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign stock
markets that do not move in a manner parallel to U.S. markets. If the
Fund's portfolio securities are held abroad, the countries in which they
may be held and the sub-custodians holding them must be approved by the
Fund's Board of Trustees under applicable rules of the Securities and
Exchange Commission.
-- Risks of Foreign Investing. Investments in foreign securities
present special additional risks and considerations not typically
associated with investments in domestic securities: 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; higher brokerage
commission rates than in the U.S.; increased risks of delays in settlement
of portfolio transactions or loss of certificates for portfolio
securities; possibilities in some countries of expropriation, confiscatory
taxation, political, financial or social instability or adverse diplomatic
developments; and unfavorable differences 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.
- -- Asset-Backed Securities. The value of an asset-backed security is
affected by changes in the market's perception of the creditworthiness of
the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also
affected if a credit enhancement is exhausted. The risks of investing in
asset-backed securities derive from the dependency upon payment of the
underlying consumer loans by the individual borrowers, and the Fund would
generally have no recourse to the entity that originated the loans in the
event of default by a borrower. The underlying loans are subject to
prepayments which shorten the weighted average life of asset-backed
securities and may lower their return, in the same manner as described
below for prepayments of a pool of mortgage loans underlying mortgage-
backed securities.
- -- Mortgage-Backed Securities. These securities represent participation
interests in pools of residential mortgage loans which may or may not be
guaranteed by agencies or instrumentalities of the U.S. Government. Such
securities differ from conventional debt securities which provide for
periodic payment of interest in fixed amounts (usually semi-annually) with
principal payments at maturity or specified call dates. The mortgage-
backed securities in which the Fund may invest may be backed by the full
faith and credit of the U.S. Treasury (e.g. direct pass-through
certificates of the Government National Mortgage Association); some are
supported by the right of the issuer to borrow from the U.S. Government
(e.g., obligations of Federal Home Loan Bank); and some are backed by only
the credit of the issuer itself. Any such guarantees do not extend to the
value of or yield of the mortgage-backed securities themselves or to the
net asset value of the Fund's shares.
The yield of a mortgage-backed security is based on the average
expected life of the underlying pool of mortgage loans. The actual life
of any particular pool will be shortened by any unscheduled or early
payments of principal and interest. Principal prepayments generally
result from the sale of the underlying property or the refinancing or
foreclosure of underlying mortgages. The occurrence of prepayments is
influenced by a wide range of economic, demographic and social factors
and, accordingly, it is not possible to predict accurately the average
life of a particular pool. Yield on such pools is usually computed by
using the historical record of prepayments for that pool, or, in the case
of newly-issued mortgages, the prepayment history of similar pools. The
actual prepayment experience of a pool of mortgage loans may cause the
yield realized by the Fund on the security backed by the pool to differ
from the yield calculated on the basis of the expected average life of the
pool.
Prepayments tend to increase during periods of falling interest
rates, while during periods of rising interest rates, prepayments will
most likely decline. When prevailing interest rates rise, the value of
a pass-through security may decrease as do the values of other debt
securities, but, when prevailing interest rates decline, the value of a
pass-through security is not likely to rise on a basis comparable to the
rise in value of other debt securities because of the prepayment feature
of pass-through securities. The Fund's reinvestment of scheduled
principal payments and unscheduled prepayments it receives may occur at
a time of higher or lower prevailing rates than the original investment,
thus affecting the yield of the Fund. Monthly interest payments received
by the Fund have a compounding effect which may increase the yield to
shareholders more than debt obligations that pay interest semi-annually.
Because of those factors, mortgage-backed securities may be less effective
than Treasury bonds of similar maturity at maintaining yields during
periods of declining interest rates. The Fund may purchase mortgage-
backed securities at a premium or at a discount. Accelerated prepayments
adversely affect yields for pass-through securities purchased at a premium
(i.e., at a price in excess of principal amount) and may involve
additional risk of loss of principal because the premium may not have been
fully amortized at the time the obligation is repaid. The opposite is
true for pass-through securities purchased at a discount.
The Fund may invest in "stripped" mortgage backed securities, in
which the principal and interest portions of the security are separated
and sold. Stripped mortgage-backed securities usually have at least two
classes each of which receives different proportions of interest and
principal distributions on the underlying pool of mortgage assets. One
common variety of stripped mortgage-backed security has one class that
receives some of the interest and most of the principal, while the other
class receives most of the interest and remainder of the principal. In
some cases, one class will receive all of the interest (the "interest-
only" or "IO" class), while the other class will receive all of the
principal (the "principal-only" or "PO" class). Interest only securities
are extremely sensitive to interest rate changes, and prepayments of
principal on the underlying mortgage assets. An increase in principal
payments or prepayments will reduce the income available to the IO
security. In other types of CMOs, the underlying principal payments may
apply to various classes in a particular order, and therefore the value
of certain classes or "tranches" of such securities may be more volatile
than the value of the pool as a whole, and losses may be more severe than
on other classes.
- -- GNMA Certificates. Certificates of the Government National Mortgage
Association ("GNMA Certificates") are mortgage-backed securities which
evidence an undivided interest in a pool or pools of mortgages. The GNMA
Certificates that the Fund may purchase are of the "modified pass-through"
type, which entitle the holder to receive timely payment of all interest
and principal payments due on the mortgage pool, net of fees paid to the
"issuer" and GNMA, regardless of whether the mortgagor actually makes the
payments.
The National Housing Act authorizes GNMA to guarantee the timely
payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration ("FHA") or
guaranteed by the Veterans Administration ("VA"). The GNMA guarantee is
backed by the full faith and credit of the U.S. Government. GNMA is also
empowered to borrow without limitation from the U.S. Treasury if necessary
to make any payments required under its guarantee.
The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the
securities. Prepayments of principal by mortgagors and mortgage
foreclosures will usually result in the return of the greater part of
principal investment long before the maturity of the mortgages in the
pool. Foreclosures impose no risk to principal investment because of the
GNMA guarantee, except to the extent that the Fund has purchased the
certificates at a premium in the secondary market.
- -- FNMA Securities. The Federal National Mortgage Association ("FNMA")
was established to create a secondary market in mortgages insured by the
FHA. FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates"). FNMA Certificates resemble GNMA Certificates in that each
FNMA Certificate represents a pro rata share of all interest and principal
payments made and owed on the underlying pool. FNMA guarantees timely
payment of interest and principal on FNMA Certificates. The FNMA
guarantee is not backed by the full faith and credit of the U.S.
Government.
- -- FHLMC Securities. The Federal Home Loan Mortgage Corporation
("FHLMC") was created to promote development of a nationwide secondary
market for conventional residential mortgages. FHLMC issues two types of
mortgage pass-through securities ("FHLMC Certificates"): mortgage
participation certificates ("PCs") and guaranteed mortgage certificates
("GMCs"). PCs resemble GNMA Certificates in that each represents a pro
rata share of all interest and principal payments made and owed on the
underlying pool. FHMLC guarantees timely monthly payment of interest on
PCs and the ultimate payment of principal. GMCs also represent a pro rata
interest in a pool of mortgages. However, these instruments pay interest
semi-annually and return principal once a year in guaranteed minimum
payments. The expected average life of these securities is approximately
ten years. The FHLMC guarantee is not backed by the full faith and credit
of the U.S. Government.
- -- Participation Interests. The Fund may invest in participation
interests, subject to the limitation on its net assets that may be
invested in illiquid investments. Participation interests provide the
Fund an undivided interest in a loan made by the issuing bank in the
proportion that the Fund's participation interest bears to the total
principal amount of the loan. No more than 5% of the Fund's net assets
can be invested in participation interests of the same issuing bank. The
Fund must look to the creditworthiness of the borrowing corporation, which
is obligated to make payments of principal and interest on the loan. In
the event the borrower fails to pay scheduled interest or principal
payments, the Fund would experience a reduction in its income and might
experience a decline in the net asset value of its shares. In the event
of a failure by the bank to perform its obligations in connection with the
participation agreement, the Fund might incur certain costs and delays in
realizing payment or may suffer a loss of principal and/or interest.
- -- Brady Bonds. The Fund may invest in U.S. dollar-denominated,
collateralized Brady Bonds, as described in the Prospectus. These debt
obligations of foreign entities may be fixed-rate par bonds or floating
rate discount bonds and are generally collateralized in full as to
principal due at maturity by U. S. Treasury zero coupon obligations which
have the same maturity as the Brady Bonds. Brady Bonds are often viewed
as having three or four valuation components: (i) the collateralized
repayment of principal at final maturity; (ii) the collateralized interest
payments; (iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk"). In the event
of a default with respect to collateralized Brady Bonds as a result of
which the payment obligations of the issuer are accelerated, the zero
coupon Treasury securities held as collateral for the payment of principal
will not be distributed to investors nor will such obligations be sold and
the proceeds distributed. The collateral will be held by the collateral
agent to the scheduled maturity of the defaulted Brady Bonds, which will
continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been
due on the Brady Bonds in the normal course. In addition, in light of the
residual risk of Brady Bonds and, among other factors, the history of
defaults with respect to commercial bank loans to public and private
entities of countries issuing Brady Bonds, investments in Brady Bonds are
to be viewed as speculative.
Other Investment Techniques and Strategies
-- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S. Government (or its agencies or instrumentalities).
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The
Fund may also pay reasonable finder's, custodian and administrative fees.
The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter.
- -- Repurchase Agreements. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an approved
vendor (a U.S. commercial bank or the U.S. branch of a foreign bank having
total domestic assets of at least $1 billion or a broker-dealer with a net
worth of at least $50 million and which has been designated a primary
dealer in government securities) for delivery on an agreed-on future date.
The resale price exceeds the purchase price by an amount that reflects an
agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. The majority of these transactions run
from day to day, and delivery pursuant to the resale typically will occur
within one to five days of the purchase. Repurchase agreements are
considered "loans" under the Investment Company Act, collateralized by the
underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the collateral's value
must equal or exceed the repurchase price to fully collateralize the
repayment obligation. Additionally, the Manager will impose
creditworthiness requirements to confirm that the vendor is financially
sound and will continuously monitor the collateral's value.
-- Restricted and Illiquid Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered. The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund,
if such registration is required before such securities may be sold
publicly. When registration must be arranged because the Fund wishes to
sell the security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would be
permitted to sell them. The Fund would bear the risks of any downward
price fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, provided that those securities have
been determined to be liquid by the Board of Trustees of the Fund or by
the Manager under Board-approved guidelines. Those guidelines take into
account the trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a lack of
trading interest in a particular Rule 144A security, the Fund's holding
of that security may be deemed to be illiquid.
- -- Hedging. The Fund may use hedging instruments for the purposes
described in the Prospectus. When hedging to attempt to protect against
declines in the market value of the Fund's portfolio, 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 Interest Rate Futures, (ii) buy puts on securities
indices or on securities, or (iii) write covered calls on securities,
securities indices or on Interest Rate Futures. When hedging to permit
the Fund to establish a position in the debt securities market as a
temporary substitute for purchasing particular debt securities (which the
Fund will normally purchase, and then terminate that hedging position),
the Fund may: (i) buy Interest Rate Futures, or (ii) buy calls on Interest
Rate Futures, securities indices or on securities. When hedging to
protect against declines in the dollar value of a foreign currency-
denominated security, the Fund may: (a) purchase puts on that foreign
currency, (b) write calls on that currency or (c) enter into Forward
Contracts at a lower rate than the spot ("cash") rate.
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. This formula price
would generally be based on a multiple of the premium received for the
option, plus the amount by which the option is "in-the-money," that is,
exercisable below (for a put) or above (for a call) the market price of
the underlying security. For any OTC option the Fund writes, it will
treat as illiquid (for purposes of the limit on its assets that may be
invested in illiquid securities) the amount of assets used to cover OTC
options it has written, 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
Securities and Exchange Commission 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 strategy of hedging with Futures and options on Interest
Rate Futures will be incidental to the Fund's investment activities in the
underlying cash market. In the future, the Fund may employ hedging
instruments and strategies that are not presently contemplated but which
may be developed, to the extent such investment methods are consistent
with the Fund's investment objective, and are legally permissible and
disclosed in the Prospectus. Additional information about the hedging
instruments the Fund may use is provided below.
-- Futures. The Fund may buy and sell Interest Rate Futures.
Interest Rate Futures obligate one party to deliver and the other to take
a specific debt security at a specified price on a specified date. The
contracts obligate the seller to deliver, and the purchaser to take, cash
to settle the futures transaction or to enter into an offsetting contract.
No physical delivery of the securities underlying the index is made on
settling the futures obligation. No monetary amount is paid or received
by the Fund on the purchase or sale of an Interest Rate Future. Upon
entering into a futures transaction, the Fund will be required to deposit
an initial margin payment in cash or U.S. Treasury bills with the futures
commission merchant (the "futures broker"). The initial margin will be
deposited with the Fund's Custodian in an account registered in the
futures broker's name; however, the futures broker can gain access to that
account only under specified conditions. As the Future is marked to
market to reflect changes in its market value, subsequent margin payments,
called variation margin, will be paid to or by the futures broker on a
daily basis. Prior to expiration of the Future, if the Fund elects to
close out its position by taking an opposite position, a final
determination of variation margin is made, additional cash is required to
be paid by or released to the Fund, and any loss or gain is realized.
Although Interest Rate Futures, by their terms, call for settlement by
delivery or acquisition of debt securities, in most cases the obligation
is fulfilled by entering into an offsetting position. All futures
transactions are effected through a clearinghouse associated with the
exchange on which the contracts are traded.
- -- 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. To attempt to limit its exposure to
loss under Forward Contracts in a particular foreign currency, the Fund
limits its use of these contracts to the amount of its assets denominated
in that currency or denominated in a closely-correlated 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.
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 to cover its short positions. 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.
-- Writing and Purchasing Calls. As described in the Prospectus,
the Fund may write covered calls. 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 9 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 the Fund has written is more or less
than the price of the call the Fund subsequently purchased. A profit may
also be realized if the call lapses unexercised because the Fund retains
the underlying investment and the premium received. Those profits are
considered short-term capital gains for Federal income tax purposes, as
are premiums on lapsed calls, 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.
The Fund may write and purchase calls on foreign currencies. A call
written on a foreign currency by the Fund is "covered" if the Fund owns
the underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a segregated
account by its custodian) upon conversion or exchange of other foreign
currency held in its portfolio. A call written by the Fund on a foreign
currency is for cross-hedging purposes if it is not covered, but is
designed to provide a hedge against a decline in the U.S. dollar value of
a security which the Fund owns or has the right to acquire and which is
denominated in the currency underlying the option due to an adverse change
in the exchange rate. In such circumstances, the Fund collateralizes the
option by maintaining in a
segregated account with the Fund's custodian, cash or Government
Securities in an amount not less than the value of the underlying foreign
currency in U.S. dollars marked-to-market daily.
When the Fund buys a call (other than in a closing purchase
transaction), it pays a premium and, except as to calls on Interest Rate
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.
Calls on Futures are similar to calls on debt securities or futures
contracts except that all settlements are in cash (rather than by the
Fund's delivery of the underlying investment) and gain or loss depends on
changes in the index in question (and thus on price movements in the debt
securities market generally) rather than on price movements in individual
securities or futures contracts. 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 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 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. When the Fund buys a call on
an Interest Rate 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 investment will pay the Fund an amount of cash to settle the call if
the closing level of the index or 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 call and the exercise
price of the call times a specified multiple (the "multiplier") which
determines the total dollar value for each point of difference.
-- Writing and Purchasing Puts. A put option gives the purchaser
the right to sell, and the writer the obligation to buy, the underlying
investment at the exercise price during the option period. As noted above
under "Writing and Purchasing Calls," an additional reason for writing
options on a securities portfolio is to attempt to realize, through the
receipt of premiums, a greater return than would be realized on the
securities alone. Writing a put, covered by segregated liquid assets
equal to the exercise price of the put, has the same economic effect to
the Fund as writing a covered call.
The premium the Fund receives from writing a put option represents
a profit, as long as the price of the underlying investment remains above
the exercise price. However, the Fund has also assumed the obligation
during the option period to buy the underlying investment from the buyer
of the put at the exercise price, even though the value of the investment
may fall below the exercise price. If the put expires unexercised, the
Fund (as the writer of the put) realizes a gain in the amount of the
premium. If the put option is exercised, the Fund must fulfill its
obligation to purchase the underlying investment at the exercise price,
which will usually exceed the then market value of the underlying
investment at that time. In that case, the Fund may incur a loss, equal
to the sum of the sale price of the underlying investment and the premium
received minus the sum of the exercise price and any transaction costs
incurred.
When writing put options on securities, to secure its obligation to
pay for the underlying security, the Fund will deposit in escrow with its
Custodian liquid assets with a value equal to or greater than the exercise
price of the underlying securities. The Fund therefore forgoes the
opportunity of investing the segregated assets or writing calls against
those assets. As long as the obligation of the Fund as the put writer
continues, it may be assigned an exercise notice by the exchange or
broker-dealer through whom such option was sold, requiring the Fund to
take delivery of the underlying security against payment of the exercise
price. The Fund has no control over when it may be required to purchase
the underlying security, since it may be assigned an exercise notice at
any time prior to the termination of its obligation as the writer of the
put. This obligation terminates upon expiration of the put, or such
earlier time at which the Fund effects a closing purchase transaction by
purchasing a put of the same series as that previously sold. Once the
Fund has been assigned an exercise notice, it is thereafter not allowed
to effect a closing purchase transaction.
The Fund may effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent an
underlying security from being put. Furthermore, effecting such a closing
purchase transaction will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by the deposited
assets, or to utilize the proceeds from the sale of such assets for other
investments by the Fund. The Fund will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the option. As with writing
covered calls, any and all such profits described herein from writing puts
are considered short-term gains for Federal tax purposes, and when
distributed to the shareholders of the Fund, are taxable as ordinary
income.
When the Fund buys a put, it pays a premium and has the right to sell
the underlying investment to a seller of a put on a corresponding
investment during the put period at a fixed exercise price. Buying a put
on an investment 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 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).
Puts on Interest Rate Futures are similar to puts on debt securities
or futures contracts except that all settlements are in cash (rather than
by the Fund's delivery of the underlying investment) and gain or loss
depends on changes in the index in question (and thus on price movements
in the debt securities market generally) rather than on price movements
in individual securities or futures contracts. Purchasing a put on either
Futures or on securities it does not own permits the Fund either to resell
the put or, if applicable, 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 Future or security not held by it, the put protects
the Fund to the extent that the prices of the underlying Future or
securities move in a similar pattern to the prices of the securities in
the Fund's portfolio.
-- Interest Rate Swap Transactions. Swap agreements entail both
interest rate risk and credit risk. The interest rate risk of a swap is
that the Fund will incur a net payment obligation as a result of movements
in interest rates. 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." The Fund will not
invest more than 25% of its assets in interest rate swap transactions.
-- 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 the securities 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.
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 in a manner beyond the Fund's control. The exercise by the
Fund of puts on debt securities 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 related
investment for reasons which would not exist in the absence of the put.
The Fund will pay a brokerage commission each time it buys or sells a put,
a call, or a related investment in connection with the exercise of a put
or call. Such commissions may be higher on a relative basis than those
which would apply to direct purchases or sales of the underlying
investments. 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. The Fund is required
to operate within certain guidelines and restrictions with respect to its
use of futures and options thereon as established by the Commodities
Futures Trading Commission ("CFTC"). In particular, the Fund is excluded
from registration as a "commodity pool operator" if it complies with the
requirements of Rule 4.5 adopted by the CFTC. The Rule does not limit the
percentage of the Fund's assets that may be used for Futures margin and
related option premiums for a bona fide hedging position. However, under
the Rule the Fund must limit its aggregate initial futures margin and
related option premiums to no more than 5% of the Fund's net assets for
hedging strategies that are not considered bona fide hedging strategies
under the
Rule.
Transactions in options by the Fund are subject to limitations
established by each of the exchanges governing the maximum number of
options which may be written or held by a single investor or group of
investors acting in concert, regardless of whether the options were
written or purchased on the same or different exchanges or are held in one
or more accounts or through one or more different exchanges or futures
brokers. Thus, the number of options which the Fund may write or hold may
be affected by options written or held by other entities, including other
investment companies having the same advisor 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 under the Investment Company Act, when the Fund purchases a
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 Hedging Instruments and Covered Calls. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code (although it reserves the right not to qualify). That
qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them. This
avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive
from the Fund (unless the Fund's shares are held in a retirement account
or the shareholder is otherwise exempt from tax). One of the tests for
the Fund's qualification as a regulated investment company is that less
than 30% of its gross income must be derived from gains realized on the
sale of securities held for less than three months. To comply with this
30% cap, the Fund will limit the extent to which it engages in the
following activities, but will not be precluded from them: (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 options which expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
written or purchased less than three months previously; (iv) exercising
puts or calls held by the Fund for less than three months; or (v) writing
calls on investments held 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 though 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 (or 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 generally are
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.
-- Risks of Hedging With Options and Futures. An option position
may be closed out only on a market that 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. In addition to the
risks associated with hedging that are discussed in the Prospectus and
above, there is a risk in using short hedging by selling Futures to
attempt to protect against declines in the value of the Fund's portfolio
securities (due to an increase in interest rates) that the prices of such
Futures will correlate imperfectly with the behavior of the cash (i.e.,
market value) prices of the Fund's securities. The ordinary spreads
between prices in the cash and futures markets are subject to distortions,
due to differences in the natures of those markets. First, all
participants in the futures markets are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close out futures contracts through 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 securities being hedged and movements in the price of the
hedging instruments, the Fund may use hedging instruments in a greater
dollar amount than the dollar amount of securities being hedged if the
historical volatility of the prices of the securities being hedged is more
than the historical volatility of the applicable index. It is also
possible that if the Fund has used hedging instruments in a short hedge,
the market may advance and the value of securities held in the Fund's
portfolio may decline. If that occurred, the Fund would lose money on the
hedging instruments and also experience a decline in value in its
portfolio securities. However, while this could occur for a very brief
period or to a very small degree, over time the value of a diversified
portfolio of securities will tend to move in the same direction as the
indices upon which the hedging instruments are based.
If the Fund uses hedging instruments to establish a position in the
securities markets as a temporary substitute for the purchase of
individual securities (long hedging) by buying Futures and/or calls on
such Futures, on securities or on securities indices, it is possible that
the market may decline. If the Fund then concludes not to invest in
securities at that time because of concerns as to a possible further
market decline or for other reasons, the Fund will realize a loss on the
hedging instruments that is not offset by a reduction in the price of the
securities purchased.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the
Fund must follow that are also fundamental policies. Fundamental policies
and the Fund's investment objectives cannot be changed without the vote
of a "majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a "majority" vote is defined as the vote of
the holders of the lesser of: (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 represented by proxy, or (ii) more
than 50% of the outstanding shares.
Under these additional restrictions, the Fund cannot: (1) invest in
real estate, but the Fund may invest in debt securities secured by real
estate or interests therein or issued by companies, including real estate
investment trusts, which invest in real estate or interests therein; (2)
buy securities on margin or engage in short sales, except that the Fund
may make margin deposits in connection with any of the Hedging Instruments
which it may use as permitted by any of its other fundamental policies;
(3) mortgage, hypothecate or pledge any of its assets; however, this does
not prohibit the escrow arrangements contemplated in connection with the
use of Hedging Instruments; (4) underwrite securities of any issuer if
those officers and trustees or directors of the Fund or its adviser owning
individually more than 0.5% of the securities of such issuer together own
more than 5% of the securities of such issuer; (5) invest in mineral-
related programs or leases; (6) invest in companies for the primary
purpose of acquiring control of management thereof; or (7) invest in other
investment companies, except in connection with a merger, consolidation,
reorganization or acquisition of assets.
For purposes of the Fund's policy not to concentrate described under
investment restriction number 3 in the Prospectus, the Fund has adopted
the industry classifications set forth in the Appendix to this Statement
of Additional Information.
How the Fund Is Managed
Organization and History. As a Massachusetts business trust, the Fund is
not required to hold, and does not plan to hold, regular annual meetings
of shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Trustees or upon proper request of the
shareholders. Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Fund, to
remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares. In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Fund's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set
forth under Section 16(c) of the Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations. The
Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Fund and satisfy any judgment thereon. Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Fund shareholder incurring financial loss on
account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above. Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers and
their principal occupations and business affiliations during the past five
years are set forth below. Each Trustee is also a Trustee, Director or
Managing General Partner of Daily Cash Accumulation Fund, Inc., Centennial
Money Market Trust, Centennial Tax Exempt Trust, Centennial Government
Trust, Centennial New York Tax Exempt Trust, Centennial California Tax
Exempt Trust, Oppenheimer Total Return Fund, Inc., Oppenheimer Equity
Income Fund, Oppenheimer High Yield Fund, Oppenheimer Cash Reserves,
Oppenheimer Variable Account Funds, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Integrity Funds, Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Strategic
Investment Grade Bond Fund, Oppenheimer Strategic Short-Term Income Fund,
Centennial America Fund, L.P., Oppenheimer Tax-Exempt Bond Fund,
Oppenheimer Limited-Term Government Securities Fund, and The New York Tax-
Exempt Income Fund, Inc. (collectively, the "Denver-based
OppenheimerFunds"). Mr. Fossel is President and Mr. Swain is Chairman of
each of the Denver-based OppenheimerFunds. As of December 31, 1994, the
Trustees and officers of the Fund as a group owned of record or
beneficially less than 1% of each class of shares of the Fund. The
foregoing statement does not reflect ownership of shares held of record
by an employee benefit plan for employees of the Manager (for which plan
two of the officers listed below, Messrs. Fossel and Donohue, are
trustees), other than the shares beneficially owned under that plan by the
officers of the Fund listed above.
ROBERT G. AVIS, Trustee*; Age 63
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively.)
WILLIAM A. BAKER, Trustee; Age 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Trustee; Age 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems Co.; formerly associated
with the National Aeronautics and Space Administration.
JON S. FOSSEL, President and Trustee*; Age 52
Two World Trade Center, New York, New York 10048-0203
Chairman, Chief Executive Officer and a Director of the Manager; President
and a Director of Oppenheimer Acquisition Corp. ("OAC"), the Manager's
parent holding company; President and a Director of HarbourView Asset
Management Corporation ("HarbourView"), a subsidiary of the Manager; a
Director of Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of the Manager;
formerly President of the Manager.
RAYMOND J. KALINOWSKI, Trustee; Age 65
44 Portland Drive, St. Louis, Missouri 63131
Director of International Inc.; formerly Vice Chairman and a Director of
A.G. Edwards, Inc., parent holding company of A.G. Edwards & Sons, Inc.
(a broker-dealer), of which he was a Senior Vice President.
C. HOWARD KAST, Trustee; Age 73
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).
[FN]
_____________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
ROBERT M. KIRCHNER, Trustee; Age 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
NED M. STEEL, Trustee; Age 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a Director
of Van Gilder Insurance Corp. (insurance brokers).
JAMES C. SWAIN, Chairman and Trustee*; Age 61
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman and a director of the Manager; President and a Director of
Centennial Asset Management Corporation ("Centennial"), an investment
adviser subsidiary of the Manager; formerly Chairman of the Board of SSI.
RALPH STELLMACHER, Vice President and Portfolio Manager; Age 35
Two World Trade Center, New York, New York 10048
Senior Vice President of the Manager; an officer of other
OppenheimerFunds.
ANDREW J. DONOHUE, Vice President; Age 44
Two World Trade Center, New York, New York 10048
Executive Vice President and General Counsel of the Manager and
Oppenheimer Funds Distributor, Inc. (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); director and an officer of First Investors Family
of Funds and First Investors Life Insurance Company.
GEORGE C. BOWEN, Vice President, Secretary and Treasurer; Age 58
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.
ROBERT BISHOP, Assistant Treasurer; Age 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.
[FN]
_____________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
SCOTT FARRAR, Assistant Treasurer; Age 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co., a bank, and previously a Senior Fund Accountant
for State Street Bank & Trust Company.
ROBERT G. ZACK, Assistant Secretary; Age 46.
Two World Trade Center, New York, New York 10048
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.
- -- Remuneration of Trustees. The officers of the Fund are affiliated
with the Manager; they and the Trustees of the Fund who are affiliated
with the Manager (Messrs. Fossel and Swain, who are both officers and
Trustees) receive no salary or fee from the Fund. The Trustees of the
Fund (excluding Messrs. Fossel and Swain) received the total amounts shown
below from all 22 of the Denver-based OppenheimerFunds (including the
Fund) listed in the first paragraph of this section, for services in the
positions shown:
Total Compensation From All
Name Position Denver-based OppenheimerFunds1
Robert G. Avis Trustee $53,000.00
William A. Baker Study and Audit Committee $73,257.01
Chairman and Trustee
Charles Conrad, Jr. Study and Audit Committee $68,293.67
Member and Trustee
Raymond J. Kalinowski Trustee $53,000.00
C. Howard Kast Trustee $53,000.00
Robert M. Kirchner Study and Audit Committee $68,293.67
Member and Trustee
Ned M. Steel Trustee $53,000.00
______________
1 For the 1994 calendar year.
-- Major Shareholders. As of December 31, 1994, no person owns of
record or is known by the Fund to own beneficially 5% or more of the Fund
as a whole or either class of the Fund's outstanding shares, except for
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E FLE,
Jacksonville, Florida 32246 which was the record owner of 509,047.000
Class C shares (approximately 18.96% of the Class C shares then
outstanding).
The Manager and its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom serve as
officers of the Fund and two of whom (Messrs. Fossel and Swain) serve as
Trustees of the Fund.
-- The Investment Advisory Agreement. The Investment Advisory
Agreement between the Manager and the Fund requires the Manager, at its
expense, to provide the Fund with adequate office space, facilities and
equipment, and to provide and supervise the activities of all
administrative and clerical personnel required to provide effective
corporate administration for the Fund, including the compilation and
maintenance of records with respect to its operations, the preparation and
filing of specified reports, and the 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 advisory
agreement or by the Distributor are paid by the Fund. The advisory
agreement lists examples of expenses paid by the Fund, the major
categories of which relate to interest, taxes, brokerage commissions, fees
to certain Trustees, legal and audit expenses, custodian and transfer
agent expenses, share issuance costs, certain printing and registration
costs, and non-recurring expenses, including litigation. For the Fund's
fiscal years ended September 30, 1992, 1993 and 1994, the management fees
paid by the Fund to the Manager were $197,844, $513,057 and $1,026,200,
respectively.
The advisory agreement contains no expense limitation. However,
independently of the Agreement, the Manager has undertaken that the total
expenses of the Fund in any fiscal year (exclusive of taxes, interest,
brokerage commissions, and any extraordinary non-recurring expenses, such
as litigation costs) shall not exceed the most stringent state regulatory
limitation on Fund expenses applicable to the Fund. The payment of the
management fee will be reduced so that at no time will there be any
accrued but unpaid liability under the above expense limitation. The
Manager reserves the right to amend or terminate this expense limitation
at any time.
The advisory agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties thereunder, the Manager shall not be liable for any
loss sustained by reason of good faith errors or omissions on its part
with respect to any matters to which the advisory 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 other investment companies for which it may act as
investment adviser. If the Manager shall no longer act as investment
adviser to the Fund, the right of the Fund to use the name "Oppenheimer"
as part of its name may be withdrawn.
- -- The Distributor. Under its General Distributor's Agreement with the
Fund, the Distributor acts as the Fund's principal underwriter in the
continuous public offering of the Fund's Class A and Class C shares but
is not obligated to sell a specific number of shares. Expenses normally
attributable to sales (other than those paid under the Distribution and
Service Plans, but 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, 1992, 1993 and 1994, the aggregate amount of sales charge
on sales of the Fund's Class A shares was $382,287, $1,401,952 and
$2,343,545, respectively, of which the Distributor and an affiliated
broker-dealer retained $105,534, $352,530 and $595,684 in those respective
years. For the period December 1, 1993 through September 30, 1994, the
contingent deferred sales charge collected by the Distributor on the
redemption of Class C shares totalled $10,342. For additional information
about distribution of the Fund's shares and the expenses connected with
such activities, please refer to "Distribution and Service Plans," below.
- -- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
transfer agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory Agreement. One of the
duties of the Manager under the advisory agreement is to arrange the
portfolio transactions for the Fund. The advisory agreement contains
provisions relating to the employment of broker-dealers ("brokers") to
effect the Fund's portfolio transactions. In doing so, the Manager is
authorized by the advisory agreement to employ broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company
Act, as may, in its best judgment based on all relevant factors,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
price obtainable) of such transactions. The Manager need not seek
competitive commission bidding but is expected to minimize the commissions
paid to the extent consistent with the interest and policies of the Fund
as established by its Board of Trustees.
Under the advisory agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund
and/or the other accounts over which the Manager or its affiliates have
investment discretion. The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager that the commission is fair and
reasonable in relation to the services provided. Subject to the foregoing
considerations, the Manager may also consider sales of shares of the Fund
and other investment companies managed by the Manager or its affiliates
as a factor in the selection of brokers for the Fund's portfolio
transactions.
Description of Brokerage Practices Followed by the Manager. Subject to
the provisions of the advisory agreement and the procedures and rules
described above, allocations of brokerage are generally made by the
Manager's portfolio traders based upon recommendations from the Manager's
portfolio managers. In certain instances, portfolio managers may directly
place trades and allocate brokerage, also subject to the provisions of the
advisory agreement and the procedures and rules described above.
Regardless, brokerage is allocated under the supervision of the Manager's
executive officers. As most purchases made by the Fund are principal
transactions at net prices, the Fund does not incur substantial brokerage
costs. The Fund usually deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by utilizing the services of a broker.
Purchases of portfolio securities from underwriters include a commission
or concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked price. The Fund seeks
to obtain prompt execution of orders at the most favorable net prices.
When the Fund engages in an option transaction, ordinarily the same broker
will be used for the purchase or sale of the option and any transaction
in the securities to which the option relates. When possible, concurrent
orders to purchase or sell the same security by more than one of the
accounts managed by the Manager or its affiliates are combined. The
transactions effected pursuant to such combined orders are averaged as to
price and allocated in accordance with the purchase or sale orders
actually placed for each account.
The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research, in the same
manner as is permitted for agency transactions.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase. The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreement or the Distribution Plans described
below) annually reviews information furnished by the Manager as to the
commissions paid to brokers furnishing such services so that the Board may
ascertain whether the amount of such commissions was reasonably related
to the value or benefit of such services.
During the Fund's fiscal years ended September 30, 1992, 1993 and
1994, total brokerage commissions paid by the Fund (not including any
spreads or concessions on principal transactions on a net trade basis)
amounted to $1,064, $2,499, and $6,760, respectively. During the fiscal
year ended September 30, 1994, $507 was paid to brokers as commissions in
return for research services; the aggregate dollar amount of these
transactions was $94,960. The transactions giving rise to those
commissions were allocated in accordance with the Manager's internal
allocation procedures.
Performance of the Fund
Yield and Total Return Information. As described in the Prospectus, from
time to time the "standardized yield," "dividend yield," "average annual
total return," "cumulative total return," "average annual total return at
net asset value" and "total return at net asset value" of an investment
in a class of shares of the Fund may be advertised. An explanation of how
these total returns are calculated for each class and the components of
those calculations is set forth below. Class C shares were first publicly
offered on December 1, 1993
The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each class of shares of the Fund for the
1, 5, and 10-year periods (or the life of the class, if less) ending as
of the most recently-ended calendar quarter prior to the publication of
the advertisement. This enables an investor to compare the Fund's
performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such
information as a basis for comparison with other investments. An
investment in the Fund is not insured; its returns and share prices are
not guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their
original cost. Returns for any given past period are not a prediction or
representation by the Fund of future returns. The returns of Class A and
Class C shares of the Fund are affected by portfolio quality, the type of
investments the Fund holds and its operating expenses allocated to the
particular class.
- -- Standardized Yields
-- Yield. The Fund's "yield" (referred to as "standardized yield")
for a given 30-day period for a class of shares is calculated using the
following formula set forth in rules adopted by the Securities and
Exchange Commission that apply to all funds that quote yields:
a-b 6
Standardized Yield = 2 ((------ + 1) - 1)
cd
The symbols above represent the following factors:
a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of any expense
reimbursements).
c = the average daily number of shares of that class outstanding
during the 30-day period that were entitled to receive
dividends.
d = the maximum offering price per share of that class on the last
day of the period, adjusted for undistributed net investment
income.
The standardized yield of a class of shares for a 30-day period may
differ from its yield for any other period. The SEC formula assumes that
the standardized yield for a 30-day period occurs at a constant rate for
a six-month period and is annualized at the end of the six-month period.
This standardized yield is not based on actual distributions paid by the
Fund to shareholders in the 30-day period, but is a hypothetical yield
based upon the net investment income from the Fund's portfolio investments
calculated for that period. The standardized yield may differ from the
"dividend yield" of that class, described below. Additionally, because
each class of shares is subject to different expenses, it is likely that
the standardized yields of the Fund's classes of shares will differ. For
the 30-day period ended September 30, 1994, the standardized yields for
the Fund's Class A and Class C shares were 7.90% and 7.48%, respectively.
-- Dividend Yield and Distribution Return. From time to time the
Fund may quote a "dividend yield" or a "distribution return" for each
class. Dividend yield is based on the Class A or Class C share dividends
derived from net investment income during a stated period. Distribution
return includes dividends derived from net investment income and from
realized capital gains declared during a stated period. Under those
calculations, the dividends and/or distributions for that class declared
during a stated period of one year or less (for example, 30 days) are
added together, and the sum is divided by the maximum offering price per
share of that class on the last day of the period. When the result is
annualized for a period of less than one year, the "dividend yield" is
calculated as follows:
Dividend Yield of the Class =
Dividends of the Class
- ----------------------------------------------------
Max Offering Price of the Class (last day of period)
Divided by number of days (accrual period) x 365
The maximum offering price for Class A shares includes the maximum front-
end sales charge. For Class C shares, the maximum offering price is the
net asset value per share, without considering the effect of contingent
deferred sales charges.
From time to time similar yield or distribution return calculations
may also be made using the Class A net asset value (instead of its
respective maximum offering price) at the end of the period. The dividend
yields on Class A shares for the 30-day period ended September 30, 1994,
were 8.40% and 8.81% when calculated at maximum offering price and at net
asset value, respectively. The dividend yield on Class C shares for the
30-day period ended September 30, 1994, was 8.02% when calculated at net
asset value.
- -- Total Return Information
-- Average Annual Total Returns. The "average annual total return"
of each class is an average annual compounded rate of return for each year
in a specified number of years. It is the rate of return based on the
change in value of a hypothetical initial investment of $1,000 ("P" in the
formula below) held for a number of years ("n") to achieve an Ending
Redeemable Value ("ERV") of that investment, according to the following
formula:
( ERV ) 1/n
(-----) -1 = Average Annual Total Return
( P )
-- Cumulative Total Returns. The cumulative "total return"
calculation measures the change in value of a hypothetical investment of
$1,000 over an entire period of years. Its calculation uses some of the
same factors as average annual total return, but it does not average the
rate of return on an annual basis. Cumulative total return is determined
as follows:
ERV - P
- ------- = Total Return
P
In calculating total returns for Class A shares, the current maximum
sales charge of 4.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown at net asset
value, as described below). For Class C shares, the payment of the 1%
contingent deferred sales charge for the first 12 months is applied, as
described in the Prospectus. Total returns also assume that all dividends
and capital gains distributions during the period are reinvested to buy
additional shares 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 for the one and five year
periods ended September 30, 1994 and for the period from November 16, 1987
through September 30, 1994 were .60%, 12.62% and 12.93%, respectively.
The cumulative "total return" on Class A shares for the period from
November 16, 1987 through September 30, 1994 was 130.65%. The cumulative
total return on Class C shares for the fiscal for the period from December
1, 1993 through September 30, 1994 was .17%.
-- Total Returns at Net Asset Value. From time to time the Fund may
also quote an average annual total return at net asset value or a
cumulative total return at net asset value for Class A or Class C shares.
Each is based on the difference in net asset value per share at the
beginning and the end of the period for a hypothetical investment in that
class of shares (without considering front-end or contingent deferred
sales charges) and takes into consideration the reinvestment of dividends
and capital gains distributions. The cumulative total return at net asset
value of the Fund's Class A shares for the one year period ended September
30, 1994 and the period from November 16, 1987 through September 30, 1994
was 5.61% and 142.15%, respectively. The cumulative total return at net
asset value for Class C shares for the period from December 1, 1993
through September 30, 1994 was 1.11%.
Total return information may be useful to investors in reviewing the
performance of the Fund's Class A or Class C shares. However, when
comparing total return of an investment in Class A or Class C shares of
the Fund with that of other alternatives, investors should understand that
as the Fund invests in high yield securities, its shares are subject to
greater market risks than shares of funds having other investment
objectives and that the Fund is designed for investors who are willing to
accept greater risk of loss in the hopes of realizing greater gains.
Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A or Class C shares by Lipper Analytical Services,
Inc. ("Lipper"), a widely-recognized independent service. Lipper monitors
the performance of regulated investment companies, including the Fund, and
ranks their performance for various periods based on categories relating
to investment objectives. The performance of the Fund is ranked against
(i) all other funds (excluding money market funds), (ii) all other high
current yield or fixed income funds and (iii) all other such funds in a
specific size category. The Lipper performance rankings are based on
total returns that include the reinvestment of capital gain distributions
and income dividends but do not take sales charges or taxes into
consideration.
From time to time the Fund may publish the ranking of the performance
of its Class A or Class C shares by Morningstar, Inc., an independent
mutual fund monitoring service that ranks mutual funds, including the
Fund, monthly in broad investment categories (equity, taxable bond,
municipal bond and hybrid) based on risk-adjusted investment return.
Investment return measures a fund's three, five and ten-year average
annual total returns (when available) in excess of 90-day U.S. Treasury
bill returns after considering sales charges and expenses. Risk reflects
fund performance below 90-day U.S. Treasury bill monthly returns. Risk
and return are combined to produce star rankings reflecting performance
relative to the average fund in a fund's category. Five stars is the
"highest" ranking (top 10%), four stars is "above average" (next 22.5%),
three stars is "average" (next 35%), two stars is "below average" (next
22.5%) and one star is "lowest" (bottom 10%). Morningstar ranks the Class
A and Class C shares of the Fund in relation to other rated high yield
funds. Rankings are subject to change.
The total return on an investment in the Fund's Class A or Class C
shares may be compared with performance for the same period of the Lehman
Brothers Corporate Bond Index and the Salomon Brothers High Yield Market
Index. The Lehman Brothers Corporate Bond Index is an unmanaged index of
publicly-issued nonconvertible investment grade corporate debt of U.S.
issuers, widely recognized as a measure of the U.S. fixed-rate corporate
bond market. The Salomon Brothers High Yield Market Index is an unmanaged
index of below-investment grade (but rated at least BB+/Ba1 by Standard
& Poor's or Moody's) U.S. corporate debt obligations, widely recognized
as a measure of the performance of the high-yield corporate bond market,
the market in which the Fund principally invests. Each Index includes a
factor for the reinvestment of interest but does not reflect expenses or
taxes.
Investors may also wish to compare the Fund's Class A or Class C
return to the returns on fixed income investments available from banks and
thrift institutions, such as certificates of deposit, ordinary interest-
paying checking and savings accounts, and other forms of fixed or variable
time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share price are not guaranteed by the FDIC
or any other agency and will fluctuate daily, while bank depository
obligations may be insured by the FDIC and may provide fixed rates of
return, and Treasury bills are guaranteed as to principal and interest by
the U.S. government.
From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or Transfer Agent) or the investor services provided by
them to shareholders of the OppenheimerFunds, other than performance
rankings of the OppenheimerFunds themselves. Those ratings or rankings
of shareholder/investor services by third parties may compare the
OppenheimerFunds' services to those of other mutual fund families selected
by the rating or ranking services and may be based upon the opinions of
the rating or ranking service itself, based on its research or judgment,
or based upon surveys of investors, brokers, shareholders or others.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and a
Distribution and Service Plan for Class C shares under Rule 12b-1 of the
Investment Company Act, pursuant to which the Fund will reimburse the
Distributor for all or a portion of its costs incurred in connection with
the distribution and/or servicing of shares of that class as described in
the Prospectus. Each Plan has been approved by a vote of (i) the Board
of Trustees of the Fund, including a majority of the "Independent
Trustees", cast in person at a meeting called for the purpose of voting
on that Plan, and (ii) the holders of a "majority" (as defined in the
Investment Company Act) of the shares of each class. For the Distribution
and Service Plan for the Class C shares (the "Class C Plan"), such vote
was cast by the Manager as the sole initial holder of Class C shares of
the Fund.
Unless terminated as described below, each Plan continues in effect
from year to year but only as long as such continuance is specifically
approved at least annually by the Fund's Board of Trustees, including the
Independent Trustees, by a vote 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 outstanding shares of that class. Neither Plan may be amended
to increase materially the amount of payments to be made unless such
amendment is approved by
the class affected by the amendment. 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 separate written reports to the Fund's Board of Trustees at least
quarterly for its review, detailing the amount of all payments made
pursuant to each Plan, the identity of each Recipient that received any
such payment, and the purpose of the payments. Each Plan further provides
that while it is in effect, the selection or replacement 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.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Trustees. Initially, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount. The Plans permit the
Distributor and the Manager to make additional distribution payments to
Recipients from their own resources (including profits from advisory fees)
at no cost to the Fund. The Distributor and the Manager may, in their
sole discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.
For the fiscal year ended September 30, 1994, payments under the
Class A Plan totaled $319,690, all of which was paid by the Distributor
to Recipients as reimbursement for services, including $18,814 paid to MML
Investor Services, Inc., an affiliate of the Distributor. Any
unreimbursed expenses incurred with respect to Class A shares for any
fiscal quarter by the Distributor may not be recovered under the Class A
Plan in subsequent fiscal quarters. Payments received by the Distributor
under the Class A Plan will not be used to pay any interest expense,
carrying charges, or other financial costs, or allocation of overhead by
the Distributor.
The Class C Plan allows the service fee payment to be paid by the
Distributor to Recipients in advance for the first year Class C shares are
outstanding, and thereafter on a quarterly basis, as described in the
Prospectus. The advance payment is based on the net assets of the Class
C shares sold. An exchange of shares does not entitle the Recipient to
an advance service fee payment. In the event Class C shares are redeemed
during the first year such shares are outstanding, the Recipient will be
obligated to repay a pro rata portion of such advance payment to the
Distributor.
Although the Class C Plan permits the Distributor to retain both the
asset-based sales charges and the service fee on Class C shares, or to pay
Recipients the service fee on a quarterly basis, without payment in
advance, the Distributor intends to pay the service fee to Recipients in
the manner described above. A minimum holding period may be established
from time to time under the Class C Plan by the Board. Initially, the
Board has set no minimum holding period. All payments under the Class C
Plan are subject to the limitations imposed by the National Association
of Securities Dealers, Inc. Rules of Fair Practice.
The Class C Plan allows for the carry-forward of distribution
expenses, to be recovered from asset-based sales charges in subsequent
fiscal periods, as described in the Prospectus. For the fiscal period
December 1, 1993 through September 30, 1994, payments under the Class C
Plan totalled $113,624, all of which was retained by the Distributor.
The asset-based sales charge paid to the Distributor by the Fund
under the Class C Plan is intended to allow the Distributor to recoup the
cost of sales commissions paid to authorized brokers and dealers at the
time of sale, plus financing costs, as described in the Prospectus. Such
payments may also be used to pay for the following expenses in connection
with the distribution of Class C shares: (i) financing the advance of the
service fee payment to Recipients under the Class C Plan, (ii)
compensation and expenses of personnel employed by the Distributor to
support distribution of Class C shares, and (iii) costs of sales
literature, advertising and prospectuses (other than those furnished to
current shareholders) and state "blue sky" registration fees.
<PAGE>
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A and Class C Shares. The
availability of two classes of shares permits an investor to choose the
method of purchasing shares that is more beneficial to the investor
depending on the amount of the purchase, the length of time the investor
expects to hold shares and other relevant circumstances. Investors should
understand that the purpose and function of the deferred sales charge and
asset-based sales charge with respect to Class C shares are the same as
those of the initial sales charge with respect to Class A shares. Any
salesperson or other person entitled to receive compensation for selling
Fund shares may receive different compensation with respect to one class
of shares than the other. The Distributor will not accept any order for
$1 million or more of Class C shares on behalf of a single investor (not
including dealer "street name" or omnibus accounts) because generally it
will be more advantageous for that investor to purchase Class A shares of
the Fund instead.
The two classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
C shares and the dividends payable on Class C shares will be reduced by
incremental expenses borne solely by that class, including the asset-based
sales charge to which Class C shares are subject.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A and Class C shares recognizes two
types of expenses. General expenses that do not pertain specifically to
either class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total net
assets, and then equally to each outstanding share within a given class.
Such general expenses include (i) management fees, (ii) legal, bookkeeping
and audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Additional Statements and other materials for current
shareholders, (iv) fees to unaffiliated Trustees, (v) custodian expenses,
(vi) share issuance costs, (vii) organization and start-up costs, (viii)
interest, taxes and brokerage commissions, and (ix) non-recurring
expenses, such as litigation costs. Other expenses that are directly
attributable to a class are allocated equally to each outstanding share
within that class. Such expenses include (i) Distribution Plan fees, (ii)
incremental transfer and shareholder servicing agent fees and expenses,
(iii) registration fees and (iv) shareholder meeting expenses, to the
extent that such expenses pertain to a specific class rather than to the
Fund as a whole.
Determination of Net Asset Value Per Share. The net asset values per
share of Class A and Class C shares of the Fund are determined as of the
close of business of The New York Stock Exchange on each day that the
Exchange is open, by dividing the Fund's net assets attributable to a
class by the number of shares of that class that are outstanding. The
Exchange normally closes at 4:00 P.M., New York time, but may close
earlier on some days (for example, in case of weather emergencies or on
days falling before a holiday). The NYSE's most recent annual
announcement (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. Dealers may conduct trading at times when the NYSE is closed
(including weekends and holidays). Because the Fund's net asset values
will not be calculated on those days, the Fund's net asset value per share
may be significantly affected on such days when shareholders may not
purchase or redeem shares.
The Fund's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) equity
securities traded on a securities exchange or on the NASDAQ National
Market System ("NASDAQ") are valued at the last reported sale prices on
their primary exchange or NASDAQ that day (or, in the absence of sales
that day, at values based on the last sale prices of the preceding trading
day, or closing bid and asked prices); (ii) NASDAQ and other unlisted
equity securities for which last sales 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) long-term debt securities having a remaining 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 active market maker in the 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; (vi) securities traded on foreign exchanges are valued at the
closing or last reported sales prices or, if none, at the mean between
closing bid and asked prices and reflecting prevailing rates of exchange
taken from the closing price on the London foreign exchange market on that
day.
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, determines that the particular event would
materially affect the Fund's net asset values, in which case an adjustment
would be made. Foreign currency will be valued as close to the time fixed
for the valuation date as is reasonably practicable. The values of
securities denominated in foreign currency will be converted to U.S.
dollars at the prevailing rates of exchange at the time of valuation. In
the case of U.S. government securities and corporate bonds, where last
sale information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity and other special factors involved.
The Trustees will monitor the accuracy of pricing services by comparing
prices used for portfolio evaluation to actual sales prices of selected
securities.
Puts, calls and Futures held by the Fund are valued at the last sales
price on the principal exchanges on which they are traded or on NASDAQ,
as applicable, or, if there are no sales that day, 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. In determining the Fund's gain on investments, if a call
written by the Fund is exercised, the proceeds are increased by the
premium received. If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a closing
purchase transaction, it will have a gain or loss depending on whether the
premium was more or less than the cost of the closing transaction. If
the Fund exercises a put it holds, the amount the Fund receives on its
sale of the underlying investment is reduced by the amount of premium paid
by the Fund.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy shares. Dividends will begin to accrue on shares
purchased by the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange. The Exchange normally closes at
4:00 P.M., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
<PAGE>
Reduced Sales Charges. As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Right of Accumulation
and Letters of Intent because of the economies of sales efforts and
expenses realized by the Distributor, dealers and brokers making such
sales. No sales charge is imposed in certain circumstances described in
the Prospectus because the Distributor or 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, sons-and daughters-in-law, siblings, a sibling's
spouse and a spouse's siblings.
- -- The OppenheimerFunds. The OppenheimerFunds are those mutual funds for
which the Distributor acts as the distributor or the sub-distributor and
include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).
-- Letter of Intent. A Letter of Intent ("Letter") is the investor's
statement of intention to purchase Class A shares of the Fund (and other
eligible OppenheimerFunds) sold with a front-end 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
Letter states the investor's intention to make the aggregate amount of
purchases (excluding any purchases made by 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. This
enables the investor to obtain the reduced sales charge rate (as set forth
in the Prospectus) applicable to purchases of shares in that amount (the
"intended purchase 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 purchase amount, as described in the Prospectus.
In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.
If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended purchase amount, the
commissions previously paid to the dealer of record for the account and
the amount of sales charge retained by the Distributor will be adjusted
to the rates applicable to actual purchases. If total eligible purchases
during the Letter of Intent period exceed the intended purchase amount and
exceed the amount needed to qualify for the next sales charge rate
reduction set forth in the applicable prospectus, the sales charges paid
will be adjusted to the lower rate, but only if and when the dealer
returns to the Distributor the excess of the amount of commissions allowed
or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the investor's
account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor during the Letter of
Intent period. All of such purchases must be made through the
Distributor.
Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
to 5% of the intended purchase amount specified in the Letter shall be
held in escrow by the Transfer Agent. For example, if the intended
purchase amount is $50,000, the escrow shall be shares valued in the
amount of $2,500 (computed at the public offering price adjusted for a
$50,000 purchase). Any dividends and capital gains distributions on the
escrowed shares will be credited to the investor's account.
2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time.
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter. If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after
such redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of the Letter) do not
include any shares 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 one
of the OppenheimerFunds 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.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.
There is a front-end sales charge on the purchase of certain
OppenheimerFunds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments. An application should be
obtained from the Distributor, completed and returned, and a prospectus
of the selected fund(s) should be obtained from the Distributor or your
financial advisor before initiating Asset Builder payments. The amount
of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date.
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order. The
investor is responsible for that loss. If the investor fails to
compensate the Fund for the loss, the Distributor will do so. The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
-- Checkwriting. When a check is presented to the Bank for
clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the
amount of the check. This enables the shareholder to continue receiving
dividends on those shares until the check is presented to the Fund.
Checks may not be presented for payment at the offices of the Bank or the
Fund's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Fund reserves
the right to amend, suspend or discontinue offering checkwriting
privileges at any time without prior notice.
-- Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. However, the
Board of Trustees of the Fund may determine that it would be detrimental
to the best interests of the remaining shareholders of the Fund to make
payment of a redemption order wholly or partly in cash. In that case the
Fund may pay the redemption proceeds in whole or in part by a distribution
"in kind" of securities from the portfolio of the Fund, in lieu of cash,
in conformity with applicable rules of the Securities and Exchange
Commission. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net assets
of the Fund during any 90-day period for any one shareholder. If shares
are redeemed in kind, the redeeming shareholder might incur brokerage or
other costs in selling the securities for cash. The method of valuing
securities used to make redemptions in kind will be the same as the method
the Fund uses to value it portfolio securities described above under
"Determination of Net Asset Values Per Share" and that valuation will be
made as of the time the redemption price is determined.
-- Involuntary Redemptions. The Fund's Board of Trustees has the
right to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of those shares is less than $200
or such lesser amount as the Board may fix. The Board of Trustees will
not cause the involuntary redemption of shares in an account if the
aggregate net asset value of the shares has fallen below the stated
minimum solely as a result of market fluctuations. Should the Board elect
to exercise this right, it may also fix, in accordance with the Investment
Company Act, the requirements for any notice to be given to the
shareholders in question (not less than 30 days), or the Board may set
requirements for granting permission to the Shareholder to increase the
investment, and set other terms and conditions so that the shares would
not be involuntarily redeemed.
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 C shares that were subject to the Class C contingent
deferred sales charge when redeemed. The reinvestment may be made without
sales charge only in Class A shares of the Fund or any of the other
OppenheimerFunds into which shares of the Fund are exchangeable as
described below, at the net asset value next computed after the Transfer
Agent receives the reinvestment order. The shareholder must ask the
Distributor for that privilege at the time of reinvestment. Any capital
gain that was realized when the shares were redeemed is taxable, and
reinvestment will not alter any capital gains tax payable on that gain.
If there has been a capital loss on the redemption, some or all of the
loss may not be tax deductible, depending on the timing and amount of the
reinvestment. Under the Internal Revenue Code, if the redemption proceeds
of Fund shares on which a sales charge was paid are reinvested in shares
of the Fund or another of the OppenheimerFunds within 90 days of payment
of the sales charge, the shareholder's basis in the shares of the Fund
that were redeemed may not include the amount of the sales charge paid.
That would reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added to the
basis of the shares acquired by the reinvestment of the redemption
proceeds. The Fund may amend, suspend or cease offering this reinvestment
privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of either class at the time of transfer
to the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class C contingent deferred
sales charge will be followed in determining the order in which shares are
transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and the order 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
redemption documents, with signature(s) guaranteed as described in the
Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class C shareholders should not establish withdrawal
plans that would require the redemption of shares held less than 12
months, because of the imposition of the Class C contingent deferred sales
charge on such withdrawals (except where the Class C contingent deferred
sales charge is waived as described in the Prospectus under "Class C
Contingent Deferred Sales Charge").
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
-- Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of shares of
the Fund for shares (of the same class) of other OppenheimerFunds
automatically on a monthly, quarterly, semi-annual or annual basis under
an Automatic Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How
to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
-- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent shall incur no liability to the
Planholder for any action taken or omitted by the Transfer Agent in good
faith to administer the Plan. Certificates will not be issued for shares
of the Fund purchased for and held under the Plan, but the Transfer Agent
will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How To Exchange Shares
As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
OppenheimerFunds that have a single class without a class designation are
deemed "Class A" shares for this purpose. All of the OppenheimerFunds
offer Class A shares (except for Oppenheimer Strategic Diversified Income
Fund), but only the following other OppenheimerFunds offer Class C shares:
Oppenheimer Target Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Fund
Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Cash Reserves (Class C shares are
available only by exchange)
Oppenheimer Strategic Diversified Income Fund
Oppenheimer Limited-Term Government Fund
(effective February 1, 1995)
Class A shares of OppenheimerFunds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge). Shares
of this Fund acquired by reinvestment of dividends or distributions from
any other of the OppenheimerFunds or from any unit investment trust for
which reinvestment arrangements have been made with the Distributor may
be exchanged at net asset value for shares of any of the OppenheimerFunds.
No contingent deferred sales charge is imposed on exchanges of shares of
either class purchased subject to a contingent deferred sales charge.
However, when Class A shares acquired by exchange of Class A shares of
other OppenheimerFunds purchased subject to a Class A contingent deferred
sales charge are redeemed within 18 months of the end of the calendar
month of the initial purchase of the exchanged Class A shares, the Class
A contingent deferred sales charge is imposed on the redeemed shares (see
"Class A Contingent Deferred Sales Charge" in the Prospectus). The Class
C contingent deferred sales charge is imposed on Class C shares acquired
by exchange if they are redeemed within 12 months of the initial purchase
of the exchanged Class C shares.
When Class C shares are redeemed to effect an exchange, the
priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class C contingent deferred sales charge will be
followed in determining the order in which the shares are exchanged.
Shareholders should take into account the effect of any exchange on the
applicability and rate of any contingent deferred sales charge that might
be imposed in the subsequent redemption of remaining shares. Shareholders
owning shares of both classes must specify whether they intend to exchange
Class A or Class C shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In those
cases, only the shares available for exchange without restriction will be
exchanged.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on shares held of
record at the time of the previous determination of net asset value.
However, daily dividends on newly purchased shares will not be declared
or paid until such time as Federal Funds (funds credited to a member
bank's account at the Federal Reserve Bank) are available from the
purchase payment for such shares. Normally, purchase checks received from
investors are converted to Federal Funds on the next business day. If all
shares in an account are redeemed, all dividends accrued on shares in the
account will be paid together with the redemption proceeds. Dividends
will be declared on shares repurchased by a dealer or broker for four
business days following the trade date (i.e., to and including the day
prior to settlement of the repurchase).
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks
to the Transfer Agent, in order to enable the investor to earn a return
on otherwise idle 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 dividends-
received deduction for corporate shareholders. Long-term capital gains
distributions are not eligible for the deduction. In addition, the amount
of dividends paid by the Fund which may qualify for the deduction is
limited to the aggregate amount of qualifying dividends (generally
dividends from domestic corporations) which 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
that the Fund derives a substantial portion of its gross income from
option premiums, interest income or short-term 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 to October 31 of the
current year or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund's
distributions will meet those requirements, the Fund's Board and Manager
might determine that in a particular year it would be in the best interest
of the Fund not to distribute income or capital gains at the mandated
levels and to pay the excise tax on the undistributed amounts, which would
reduce the amount available for distribution to shareholders.
The Internal Revenue Code requires that a holder (such as the Fund)
of a zero coupon security accrue a portion of the discount at which the
security was purchased as income each year even though the Fund receives
no interest payment in cash on the security during the year. The Fund may
also from time to time receive payment-in-kind securities in lieu of cash
interest payments. As an investment company, the Fund must pay out
substantially all of its net investment income each year. Accordingly,
the Fund may be required to pay out as an income distribution each year
an amount which is greater than the total amount of cash interest the Fund
actually received. Such distributions will be made from the cash assets
of the Fund or by liquidation of portfolio securities, if necessary. If
a distribution of cash necessitates the liquidation of portfolio
securities, the Fund may realize a gain or loss from such sales. In the
event the Fund realizes net capital gains from such transactions, its
shareholders may receive a larger capital gain distribution than they
would have had in the absence of such transactions.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed in "Reduced
Sales Charges," above, at net asset value without sales charge. Class C
shareholders should be aware that as of the date of this Additional
Statement, not all OppenheimerFunds offer Class C shares. To elect this
option, the shareholder must notify OSS in writing and either must have
an existing account in the fund selected for reinvestment or must obtain
a prospectus for that fund and an application from the Transfer Agent to
establish an account. The investment will be made at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. Dividends and/or distributions from certain of
the OppenheimerFunds may be invested in shares of this Fund on the same
basis.
Additional Information About the Fund
The Custodian. The Bank of New York is the Custodian of the Fund's
assets. The Custodian's responsibilities include safeguarding and
controlling the Fund's portfolio securities and handling the delivery of
such securities to and from the Fund. The Manager has represented to the
Fund that the 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.
Independent Auditors. The independent auditors of the Fund audit the
Manager's and the Fund's financial statements and perform other related
audit services. They also act as auditors certain other funds advised by
the Manager and its affiliates.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of Oppenheimer Champion High Yield
Fund:
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Oppenheimer Champion High Yield
Fund as of September 30, 1994, the related statement of operations for the
year then ended, the statements of changes in net assets for the years
ended September 30, 1994 and 1993, and the financial highlights for the
period November 16, 1987 (commencement of operations) to September 30,
1994. 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 also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned at September 30, 1994 by
correspondence with the custodian and brokers; where replies 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, such financial statements and financial
highlights present fairly, in all material respects, the financial
position of Oppenheimer Champion High Yield Fund at September 30, 1994,
the results of its operations, the changes in its net assets, and the
financial highlights for the respective stated periods, in conformity with
generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
October 21, 1994
<PAGE>
STATEMENT OF INVESTMENTS September 30, 1994
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
==========================================================
==========================================================
================
<S> <C> <C>
REPURCHASE AGREEMENTS--25.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with The First Boston Corp., 4.70%, dated
9/30/94, to be repurchased at $23,009,008 on 10/3/94, collateralized
by U.S. Treasury Bills, 0%, 6/29/95, with a value of $23,489,049 $23,000,000 $23,000,000
------------------------------------------------------------------------------------------------------
Repurchase agreement with First Chicago Capital Markets, 4.95%,
dated 9/30/94, to be repurchased at $24,009,900 on 10/3/94,
collateralized by U.S. Treasury Nts., 4.25%-8.50%, 4/15/95-7/15/98,
with a value of $13,571,193 and U.S. Treasury Bills, 0%, 3/16/95-
3/23/95, with a value of $10,931,075 24,000,000 24,000,000
----------
Total Repurchase Agreements (Cost $47,000,000) 47,000,000
==========================================================
==========================================================
================
LONG-TERM GOVERNMENT OBLIGATIONS--7.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Argentina (Republic of) Bonds,
Bonos de Consolidacion de Deudas, Series I, 4.8125%:
9/1/02(4)(7) 2,143,200 1,443,192
4/1/07(4)(7) 1,436,586 894,430
------------------------------------------------------------------------------------------------------
Banco Nacional de Comercio Exterior SNC
International Finance BV Gtd. Matador Bonds, 8%, 8/5/03(6) 500,000(1) 436,250
------------------------------------------------------------------------------------------------------
Denmark (Kingdom of) Bonds, 6%, 12/10/99 6,500,000(1) 949,243
------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Interest-Only Stripped
Mtg.-Backed Security, Trust 240, Class 2, 7%, 9/25/23(8) 3,230,425 1,221,505
------------------------------------------------------------------------------------------------------
Morocco (Kingdom of) Loan Participation Agreement,
Tranche A, 5.9375%, 1/1/09(4)(6) 4,500,000 3,285,000
------------------------------------------------------------------------------------------------------
Polish People's Republic Loan Participation Agreement,
5.0625%, 2/3/24(6)(9) 1,000,000 553,342
------------------------------------------------------------------------------------------------------
U.S. Treasury Nts., 9.25%, 1/15/96(10) 4,575,000 4,742,271
----------
Total Long-Term Government Obligations (Cost $13,528,559) 13,525,233
==========================================================
==========================================================
================
MUNICIPAL BONDS AND NOTES--0.4%
- ------------------------------------------------------------------------------------------------------------------------------------
San Joaquin Hills, California Transportation Corridor Agency Toll Road
Capital Appreciation Revenue Bonds, Jr. Lien, 0%, 1/1/28 (Cost $723,059) 13,500,000 782,649
==========================================================
==========================================================
================
CORPORATE BONDS AND NOTES--63.2%
- ------------------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS--15.2%
- ------------------------------------------------------------------------------------------------------------------------------------
CHEMICALS--9.1% Acme Metals, Inc., 12.50% Sr. Sec. Nts., 8/1/02 1,000,000
1,015,000
------------------------------------------------------------------------------------------------------
Aftermarket Technology Corp., 12% Sr. Sub. Nts., 8/1/04(6) 1,500,000 1,522,500
------------------------------------------------------------------------------------------------------
Atlantis Group, Inc., 11% Sr. Nts., 2/15/03 600,000 591,000
------------------------------------------------------------------------------------------------------
Caldor Corp., 15% Sr. Sub. Nts., 6/1/00 1,000,000 1,110,000
------------------------------------------------------------------------------------------------------
Carbide/Graphite Group, Inc., 11.50% Sr. Nts., 9/1/03 1,000,000 1,022,500
------------------------------------------------------------------------------------------------------
Container Corp. of America, 13.50% Sr. Sub. Nts., 12/1/99 1,500,000 1,618,125
------------------------------------------------------------------------------------------------------
Envirodyne Industries, Inc., 10.25% Sr. Nts., 12/1/01 652,000 528,120
------------------------------------------------------------------------------------------------------
First Nationwide Holdings, Inc., 12.25% Sr. Nts., 5/15/01(6) 400,000 421,000
------------------------------------------------------------------------------------------------------
Georgia Gulf Corp., 15% Sr. Sub. Nts., 4/15/00 1,500,000 1,575,000
------------------------------------------------------------------------------------------------------
Kloster Cruise Ltd., 13% Sr. Sec. Nts., 5/1/03 500,000 497,500
------------------------------------------------------------------------------------------------------
Malette, Inc., 12.25% Sr. Sec. Nts., 7/15/04 750,000 776,250
------------------------------------------------------------------------------------------------------
MFS Communications, Inc., 0%/9.375% Sr. Disc. Nts., 1/15/04(3) 100,000 59,250
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CHEMICALS (CONTINUED) NL Industries, Inc.:
11.75% Sr. Sec. Nts., 10/15/03 $1,300,000 $ 1,342,250
0%/13% Sr. Sec. Disc. Nts., 10/15/05(3) 1,000,000 636,250
-------------------------------------------------------------------------------------------------------
OSI Specialities Holdings Co., Units(6) 3,000,000 1,845,000
-------------------------------------------------------------------------------------------------------
Rexene Corp.:
9% Fst. Priority Nts., 11/15/99(5) 950,000 945,250
10% 2nd Priority Nts., 11/15/02(7) 509,000 485,671
-------------------------------------------------------------------------------------------------------
Synthetic Industries, Inc., 12.75% Sr. Sub. Debs., 12/1/02 1,150,000 1,161,500
----------
17,152,166
- ------------------------------------------------------------------------------------------------------------------------------------
METALS--1.5% Armco, Inc., 8.50% SF Debs., 9/1/01 275,000 254,375
-------------------------------------------------------------------------------------------------------
Jorgensen (Earle M.) Co., 10.75% Sr. Nts., 3/1/00 400,000 400,000
-------------------------------------------------------------------------------------------------------
Kaiser Aluminum & Chemical Corp.:
9.875% Sr. Nts., 2/15/02 870,000 774,300
12.75% Sr. Sub. Nts., 2/1/03 700,000 680,750
-------------------------------------------------------------------------------------------------------
Stelco, Inc.:
10.25% Debs., 4/30/96 300,000(1) 221,420
10.40% Debs., 11/30/09 800,000(1) 565,850
----------
2,896,695
- ------------------------------------------------------------------------------------------------------------------------------------
PAPER AND FOREST Equitable Bag, Inc., 12.375% Sr. Nts., 8/15/02(2) 50,000
29,250
PRODUCTS--4.6% -------------------------------------------------------------------------------------------------------
Gaylord Container Corp.:
11.50% Sr. Nts., 5/15/01 1,000,000 1,025,000
0%/12.75% Sr. Sub. Disc. Debs., 5/15/05(3) 700,000 591,500
-------------------------------------------------------------------------------------------------------
Pacific Lumber Co., 10.50% Sr. Nts., 3/1/03 800,000 750,000
-------------------------------------------------------------------------------------------------------
PT Inti Indorayon Utama, 9.125% Sr. Nts., 10/15/00 400,000 350,000
-------------------------------------------------------------------------------------------------------
Rainy River Forest Products, 10.75% Sr. Sec. Nts., 10/15/01 355,000 355,888
-------------------------------------------------------------------------------------------------------
Repap Wisconsin, Inc., 9.25% Fst. Priority Sr. Sec. Nts., 2/1/02 680,000 608,600
-------------------------------------------------------------------------------------------------------
Riverwood International Corp.:
11.25% Sr. Sub. Nts., 6/15/02 1,100,000 1,155,000
10.375% Sr. Sub. Nts., 6/30/04 500,000 511,250
-------------------------------------------------------------------------------------------------------
Stone Consolidated Corp., 10.25% Sr. Sec. Nts., 12/15/00 325,000 320,938
-------------------------------------------------------------------------------------------------------
Stone Container Corp.:
9.875% Sr. Nts., 2/1/01 800,000 753,000
10.75% Sr. Sub. Debs., 4/1/02 700,000 668,500
10.75% Fst. Mtg. Nts., 10/1/02 590,000 589,262
Stone Savannah River Pulp & Paper Corp., 14.125% Sr. Sub. Nts., 12/15/00 900,000
966,375
----------
8,674,563
- ------------------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS--18.1%
- ------------------------------------------------------------------------------------------------------------------------------------
AUTOMOTIVE--3.1% Envirotest Systems Corp.:
9.125% Sr. Nts., 3/15/01 500,000 463,750
9.625% Sr. Sub. Nts., 4/1/03 1,000,000 920,000
-------------------------------------------------------------------------------------------------------
Foamex LP/Foamex Capital Corp., 11.25% Sr. Nts., 10/1/02 450,000 451,125
-------------------------------------------------------------------------------------------------------
Foamex LP/JPS Automotive Corp., Units(6) 750,000 416,250
-------------------------------------------------------------------------------------------------------
JPS Automotive Products Corp., 11.125% Sr. Nts., 6/15/01 800,000 808,000
-------------------------------------------------------------------------------------------------------
Penda Corp., 10.75% Sr. Nts., Series B, 3/1/04 975,000 901,875
-------------------------------------------------------------------------------------------------------
SPX Corp., 11.75% Sr. Sub. Nts., 6/1/02 1,750,000 1,828,750
----------
5,789,750
</TABLE>
<PAGE> 6
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CONSTRUCTION SUPPLIES Triangle Pacific Corp., 10.50% Sr. Nts., 8/1/03 $2,400,000
$2,364,000
AND DEVELOPMENT--2.2% -------------------------------------------------------------------------------------------------------
USG Corp., 10.25% Sr. Sec. Nts., 12/15/02 1,750,000 1,793,750
----------
4,157,750
- -------------------------------------------------------------------------------------------------------------------------------
CONSUMER GOODS AND Coleman Holdings, Inc., 0% Sr. Sec. Disc. Nts., Series B, 5/27/98 2,100,000
1,417,500
SERVICES--4.9% -------------------------------------------------------------------------------------------------------
Consoltex Group, Inc., 11% Gtd. Sr. Sub. Nts., Series B, 10/1/03 1,200,000 1,131,000
-------------------------------------------------------------------------------------------------------
Genesco, Inc., 10.375% Sr. Nts., 2/1/03 500,000 377,500
-------------------------------------------------------------------------------------------------------
Harman International Industries, Inc., 12% Sr. Sub. Nts., 8/1/02 2,000,000 2,140,000
-------------------------------------------------------------------------------------------------------
Insilco Corp., 10.375% Sr. Sec. Nts., 7/1/97 400,000 406,500
-------------------------------------------------------------------------------------------------------
Interco, Inc., 9% Sec. Nts., Series B, 6/1/04 698,000 685,785
-------------------------------------------------------------------------------------------------------
Protection One Alarm Monitoring, Inc., 12% Sr. Sub. Nts., Series B, 11/1/03 1,000,000 955,000
-------------------------------------------------------------------------------------------------------
PT Polysindo Eka Perkasa, 13% Sr. Nts., 6/15/01 600,000 568,900
-------------------------------------------------------------------------------------------------------
WestPoint Stevens, Inc., 9.375% Sr. Sub. Debs., 12/15/05 1,600,000 1,454,000
-----------
9,136,185
- -------------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT--2.3% Arizona Charlie's, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00(6) 275,000
240,625
-------------------------------------------------------------------------------------------------------
Aztar Corp., 11% Sr. Sub. Nts., 10/1/02 400,000 352,500
-------------------------------------------------------------------------------------------------------
Capitol Queen & Casino, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00(6) 200,000 155,000
-------------------------------------------------------------------------------------------------------
Empress River Casino Finance Corp., 10.75% Gtd. Sr. Nts., 4/1/02 700,000 605,500
-------------------------------------------------------------------------------------------------------
Maritime Group Ltd., Units(6) 267,224 211,842
-------------------------------------------------------------------------------------------------------
Marvel (Parent) Holdings, Inc., 0% Sr. Sec. Disc. Nts., 4/15/98 1,250,000 781,250
-------------------------------------------------------------------------------------------------------
Resorts International, Inc., 0% Sec. Fst. Mtg.
-------------------------------------------------------------------------------------------------------
Non-Recourse Pass-Through Nts., 6/30/00 1,010,000 883,750
-------------------------------------------------------------------------------------------------------
Station Casinos, Inc.:
9.625% Sr. Sub. Nts., Series A, 6/1/03 550,000 473,000
9.625% Sr. Sub. Nts., Series B, 6/1/03 200,000 172,000
-------------------------------------------------------------------------------------------------------
Trump's Castle Funding, Inc., 7% Sub. Nts., 11/15/05(5)(7) 860 748
-------------------------------------------------------------------------------------------------------
United Gaming, Inc., 7.50% Cv. Sub. Debs., 9/15/03 590,000 493,387
----------
4,369,602
- -------------------------------------------------------------------------------------------------------------------------------
MEDIA--2.7% Ackerley Communications, Inc., 10.75% Sr. Sec. Nts., Series A, 10/1/03 1,300,000
1,261,000
-------------------------------------------------------------------------------------------------------
News America Holdings, Inc., 10.125% Gtd. Sr. Debs., 10/15/12 700,000 734,266
-------------------------------------------------------------------------------------------------------
SCI Television, Inc., 7.50% Fst. Sec. Loan Nts., 6/30/98 357,000 348,968
-------------------------------------------------------------------------------------------------------
Sinclair Broadcasting Group, Inc., 10% Sr. Sub. Nts., 12/15/03 500,000 485,000
-------------------------------------------------------------------------------------------------------
Turner Broadcasting System, Inc., 12% Sr. Sub. Debs., 10/15/01 1,580,000 1,651,100
-------------------------------------------------------------------------------------------------------
Univision Television Group, Inc., 11.75% Sr. Sub. Nts., 1/15/01 500,000 530,625
----------
5,010,959
- -------------------------------------------------------------------------------------------------------------------------------
REAL ESTATE Hees International Corp., 10% Sr. Nts., 8/23/99 1,000,000(1) 661,650
DEVELOPMENT--0.7% -------------------------------------------------------------------------------------------------------
Olympia & York First Canadian Place Ltd., 11% Debs., Series 3, 11/4/49(2) 1,250,000(1) 577,779
----------
1,239,429
- -------------------------------------------------------------------------------------------------------------------------------
RETAIL--2.2% Brylane LP/Brylane Capital Corp., 10% Sr. Sub. Nts., Series B, 9/1/03 500,000 477,500
-------------------------------------------------------------------------------------------------------
Cole National Group, Inc., 11.25% Sr. Nts., 10/1/01 1,050,000 1,034,250
-------------------------------------------------------------------------------------------------------
Eye Care Centers of America, Inc., 12% Sr. Nts., 10/1/03 1,000,000 844,867
-------------------------------------------------------------------------------------------------------
Finlay Fine Jewelry Corp., 10.625% Sr. Nts., 5/1/03 485,000 460,750
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RETAIL (CONTINUED) International Semi-Tech Microelectronics, Inc.,
0%/11.50% Sr. Sec. Disc. Nts., 8/15/03(3) $1,000,000 $ 472,500
------------------------------------------------------------------------------------------------------
R.H. Macy & Co., Inc., 14.50% Sr. Sub. Debs., 10/15/98(2) 450,000 324,000
------------------------------------------------------------------------------------------------------
Zale Delaware, Inc., 11% Gtd. 2nd Priority Sr. Sec. Nts., 7/30/00 500,000 501,250
4,115,117
- ------------------------------------------------------------------------------------------------------------------------------------
CONSUMER NON-CYCLICALS--8.3%
- ------------------------------------------------------------------------------------------------------------------------------------
FOOD--1.6% ARA Group, Inc. (The), 12% Sub. Debs., 4/15/00 500,000
539,375
------------------------------------------------------------------------------------------------------
Flagstar Corp., 10.75% Sr. Nts., 9/15/01 400,000 379,000
------------------------------------------------------------------------------------------------------
Heileman Acquisition Corp., 9.625% Sr. Sub. Nts., 1/31/04 800,000 682,000
------------------------------------------------------------------------------------------------------
Kash 'N Karry Food Stores, Inc., 14% Sub. Debs., 2/1/01(2) 300,000 85,500
------------------------------------------------------------------------------------------------------
Royal Crown Corp., 9.75% Sr. Sec. Nts., 8/1/00 1,400,000 1,305,500
----------
2,991,375
- ------------------------------------------------------------------------------------------------------------------------------------
FOOD AND DRUG Alco Health Distribution Corp., 11.25% Sr. Debs., 7/15/05(7) 558,000
545,968
DISTRIBUTION--3.5% ------------------------------------------------------------------------------------------------------
Di Giorgio Corp., 12% Sr. Nts., 2/15/03 700,000 700,000
------------------------------------------------------------------------------------------------------
Duane Reade, 12% Sr. Nts., Series B, 9/15/02 500,000 485,000
------------------------------------------------------------------------------------------------------
Grand Union Co.:
11.25% Sr. Nts., 7/15/00 1,150,000 1,043,625
12.25% Sr. Sub. Nts., 7/15/02 800,000 592,000
------------------------------------------------------------------------------------------------------
Purity Supreme, Inc., 11.75% Sr. Sec. Nts., Series B, 8/1/99 1,000,000 885,000
------------------------------------------------------------------------------------------------------
Revco D.S., Inc., 9.125% Sr. Nts., 1/15/00 700,000 710,500
------------------------------------------------------------------------------------------------------
Thrifty Payless, Inc., 11.75% Sr. Nts., 4/15/03 1,750,000 1,745,625
----------
6,707,718
- ------------------------------------------------------------------------------------------------------------------------------------
HEALTHCARE--3.2% American Medical International, Inc.:
11.375% Sr. Sub. Nts., 2/1/95 1,500,000 1,531,875
9.50% Sr. Sub. Nts., Series B, 4/15/06 1,000,000 975,000
------------------------------------------------------------------------------------------------------
Amerisource Corp., 14.50% Sr. Sub. Nts., Series A, 9/15/99 1,000,000 1,065,000
------------------------------------------------------------------------------------------------------
Healthtrust, Inc. - The Hospital Co.:
10.75% Sub. Nts., 5/1/02 1,500,000 1,567,500
10.25% Sub. Nts., 4/15/04 100,000 103,125
------------------------------------------------------------------------------------------------------
Total Renal Care, Inc., Units 1,000,000 720,000
----------
5,962,500
- ------------------------------------------------------------------------------------------------------------------------------------
ENERGY--4.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Ferrellgas LP/Ferrellgas Finance Corp., 10% Sr. Nts., 8/1/01 1,300,000 1,306,500
------------------------------------------------------------------------------------------------------
Maxus Energy Corp.:
9.875% Nts., 10/15/02 100,000 96,500
11.50% Debs., 11/15/15 500,000 502,500
------------------------------------------------------------------------------------------------------
Mesa Capital Corp., 0%/12.75% Sec. Disc. Nts., 6/30/98(3) 1,158,000 1,027,725
------------------------------------------------------------------------------------------------------
OPI International, Inc., 12.875% Gtd. Sr. Nts., 7/15/02 1,225,000 1,399,562
------------------------------------------------------------------------------------------------------
Presidio Oil Co.:
11.50% Sr. Sec. Nts., Series B, 9/15/00 450,000 429,750
13.90% Sr. Sub. Gas Indexed Nts., Series B, 7/15/02(4) 600,000 534,000
------------------------------------------------------------------------------------------------------
Sante Fe Energy Resources, Inc., 11% Sr. Sub. Debs., 5/15/04 1,720,000 1,763,000
------------------------------------------------------------------------------------------------------
Wainoco Oil Corp., 12% Sr. Nts., 8/1/02 1,200,000 1,239,000
----------
8,298,537
</TABLE>
<PAGE> 8
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FINANCIAL--2.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Acme Holdings, Inc., 11.75% Sr. Nts., 6/1/00 $ 400,000 $ 182,000
------------------------------------------------------------------------------------------------------
American Life Holding Co., 11.25% Sr. Sub. Nts., 9/15/04 520,000 531,700
------------------------------------------------------------------------------------------------------
Card Establishment Services, Inc., 10% Sr. Sub. Nts., Series B, 10/1/03 1,000,000 945,000
------------------------------------------------------------------------------------------------------
ECM Fund, L.P.I., 14% Sub. Nts., 6/10/02(6) 771,840 849,025
------------------------------------------------------------------------------------------------------
Life Partners Group, Inc., 12.75% Sr. Sub. Nts., 7/15/02 700,000 761,250
------------------------------------------------------------------------------------------------------
Lomas Financial Corp., 9% Cv. Sr. Nts., 10/31/03 600,000 435,000
----------
3,703,975
- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL--6.4%
- ------------------------------------------------------------------------------------------------------------------------------------
CONTAINERS--1.8% Owens-Illinois, Inc.:
10.50% Sr. Sub. Nts., 6/15/02 200,000 206,000
11% Sr. Debs., 12/1/03 1,445,000 1,533,506
------------------------------------------------------------------------------------------------------
Trans Ocean Container Corp., 12.25% Sr. Sub. Nts., 7/1/04 1,700,000 1,691,500
----------
3,431,006
- ------------------------------------------------------------------------------------------------------------------------------------
GENERAL INDUSTRIAL--3.3% American Standard, Inc.:
9.875% Sr. Sub. Nts., 6/1/01 1,000,000 985,000
0%/10.50% Sr. Sub. Disc. Debs., 6/1/05(3) 750,000 491,250
------------------------------------------------------------------------------------------------------
EnviroSource, Inc., 9.75% Sr. Nts., 6/15/03 1,600,000 1,456,000
------------------------------------------------------------------------------------------------------
Imo Industries, Inc.:
12.25% Sr. Sub. Debs., 8/15/97 1,200,000 1,215,000
12% Sr. Sub. Debs., 11/1/01 500,000 512,500
------------------------------------------------------------------------------------------------------
Polymer Group, Inc., 12.25% Sr. Nts., 7/15/02(6) 750,000 750,000
------------------------------------------------------------------------------------------------------
Southdown, Inc., 14% Sr. Sub. Nts., Series B, 10/15/01 735,000 832,387
----------
6,242,137
- ------------------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION--1.3% Sea Containers Ltd.:
9.50% Sr. Nts., 7/1/03 250,000 231,875
12.50% Sr. Sub. Debs., Series A, 12/1/04 250,000 261,875
12.50% Sr. Sub. Debs., Series B, 12/1/04 100,000 105,500
------------------------------------------------------------------------------------------------------
Southern Pacific Transportation Co.,
10.50% Sr. Sec. Nts., Series B, 7/1/99 400,000 413,037
------------------------------------------------------------------------------------------------------
Tiphook Financial Corp.:
7.125% Gtd. Nts., 5/1/98 900,000 652,500
8% Gtd. Nts., 3/15/00 489,000 337,410
------------------------------------------------------------------------------------------------------
Transtar Holdings LP/Transtar Capital Corp.,
0%/13.375% Sr. Disc. Nts., Series B, 12/15/03(3) 750,000 410,625
----------
2,412,822
- ------------------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY--7.8%
- ------------------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE--0.7% GPA Delaware, Inc., 8.75% Gtd. Nts., 12/15/98 930,000
781,200
------------------------------------------------------------------------------------------------------
GPA Holland BV, 8.94% Med.-Term Nts., 2/16/99 700,000 558,250
----------
1,339,450
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CABLE TELEVISION--2.6% Cablevision Systems Corp.:
14% Sr. Sub. Reset Debs., 11/15/03 $1,000,000 $ 1,012,500
10.75% Sr. Sub. Debs., 4/1/04 200,000 204,000
9.875% Sr. Sub. Debs., 2/15/13 300,000 279,750
------------------------------------------------------------------------------------------------------
Echostar Communications Corp., Units 1,290,000 619,200
------------------------------------------------------------------------------------------------------
Helicon Group LP/Helicon Capital Corp.,
9% Sr. Sec. Nts., Series B, 11/1/03(4) 750,000 678,750
------------------------------------------------------------------------------------------------------
International CableTel, Inc., 0%/10.875% Sr. Def. Cpn. Nts., 10/15/03(3) 150,000 84,000
------------------------------------------------------------------------------------------------------
Outlet Broadcasting, Inc., 10.875% Sr. Sub. Nts., 7/15/03 1,000,000 1,005,000
------------------------------------------------------------------------------------------------------
TKR Cable I, Inc., 10.50% Sr. Debs., 10/30/07 1,000,000 1,086,250
------------
4,969,450
- ------------------------------------------------------------------------------------------------------------------------------------
COMMUNICATIONS--3.3% Cellular, Inc., 0%/11.75% Sr. Sub. Disc. Nts., 9/1/03(3) 2,250,000
1,485,000
------------------------------------------------------------------------------------------------------
Centennial Cellular Corp., 8.875% Sr. Nts., 11/1/01 500,000 452,500
------------------------------------------------------------------------------------------------------
Horizon Cellular Telephone LP/Horizon Finance Corp.,
0%/11.375% Sr. Sub. Disc. Nts., 10/1/00(3) 2,000,000 1,440,000
------------------------------------------------------------------------------------------------------
Nextel Communications, Inc., 0%/9.75% Sr. Disc. Nts., 8/15/04(3) 1,200,000 594,000
------------------------------------------------------------------------------------------------------
Panamsat LP/Panamsat Capital Corp.:
9.75% Sr. Sec. Nts., 8/1/00 500,000 498,750
0%/11.375% Sr. Sub. Disc. Nts., 8/1/03(3) 1,700,000 1,143,250
------------------------------------------------------------------------------------------------------
Rogers Communications, Inc., 10.875% Sr. Debs., 4/15/04 600,000 613,500
------------
6,227,000
- ------------------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY--1.2% Bell & Howell Holdings Co., 0%/11.50% Sr. Disc. Debs., Series B, 3/1/05(3) 1,900,000
997,500
------------------------------------------------------------------------------------------------------
Businessland, Inc., 5.50% Sub. Debs., 3/1/07 805,000 161,000
------------------------------------------------------------------------------------------------------
Imax Corp., 7% Sr. Nts., 3/1/01(5)(6) 1,200,000 1,050,000
------------
2,208,500
- ------------------------------------------------------------------------------------------------------------------------------------
UTILITIES--1.0%
- ------------------------------------------------------------------------------------------------------------------------------------
California Energy Co., 0%/10.25% Sr. Disc. Nts., 1/15/04(3) 1,405,000 1,008,087
------------------------------------------------------------------------------------------------------
First PV Funding Corp., 10.30% Lease Obligation Bonds,
Series 1986A, 1/15/14 350,000 325,456
------------------------------------------------------------------------------------------------------
Subic Power Corp., 9.50% Sr. Sec. Nts., Series A, 12/28/08(6) 500,000 461,250
------------
1,794,793
------------
Total Corporate Bonds and Notes (Cost $121,929,956) 118,831,479
<CAPTION>
SHARES
==========================================================
==========================================================
================
<S> <C> <C> <C>
COMMON STOCKS--0.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Gaming, Inc.(2)(6) 3,809 25,235
------------------------------------------------------------------------------------------------------
ECM Fund L.P.I.(6) 75 75,000
------------------------------------------------------------------------------------------------------
Leaseway Transportation Corp.(2) 23,610 239,051
------------------------------------------------------------------------------------------------------
Marriott International, Inc. 601 17,354
------------------------------------------------------------------------------------------------------
New World Communications Group, Inc., Cl. A(2) 3,640 51,870
------------------------------------------------------------------------------------------------------
Petrolane, Inc., Cl. B 34,270 488,348
------------------------------------------------------------------------------------------------------
Triangle Wire & Cable, Inc.(2)(6) 9,500 92,625
------------------------------------------------------------------------------------------------------
Trizec, Ltd.(2) 21,598 169,068
------------------------------------------------------------------------------------------------------
Zale Corp.(2) 7,775 94,272
------------
Total Common Stocks (Cost $1,191,710) 1,252,823
</TABLE>
<PAGE> 10
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
MARKET VALUE
SHARES SEE NOTE 1
==========================================================
==========================================================
============
<S> <C> <C>
PREFERRED STOCKS--0.8%
- --------------------------------------------------------------------------------------------------------------------------------
Algoma Finance Corp., 5.50% Exch., Series A 7,313 $ 120,625
--------------------------------------------------------------------------------------------------
Finlay Enterprises, Inc., Cl. A(2) 3,500 42,000
--------------------------------------------------------------------------------------------------
First Madison Bank, FSB, 11.50% 5,000 525,000
--------------------------------------------------------------------------------------------------
K-III Communications Corp., $11.625 Exch., Series B(7) 6,507 637,743
--------------------------------------------------------------------------------------------------
Navistar International Corp., $6.00 Cv., Series G 4,500 227,250
----------
Total Preferred Stocks (Cost $1,535,131) 1,552,618
<CAPTION>
UNITS
==========================================================
==========================================================
============
<S> <C> <C>
RIGHTS, WARRANTS AND CERTIFICATES--0.2%
- --------------------------------------------------------------------------------------------------------------------------------
Ames Department Stores, Inc.:
Excess Cash Flow Payment Ctfs., Series AG-7A 6,200 62
Litigation Trust 19,829 198
--------------------------------------------------------------------------------------------------
Becker Gaming, Inc. Wts., Exp. 11/00(6) 12,500 25,000
--------------------------------------------------------------------------------------------------
Capital Gaming International, Inc. Wts., Exp. 2/99(6) 15,037 48,870
--------------------------------------------------------------------------------------------------
Casino America, Inc. Wts., Exp. 11/96 1,631 2,447
--------------------------------------------------------------------------------------------------
Eye Care Centers of America, Inc. Wts., Exp. 10/03 1,000 10,133
--------------------------------------------------------------------------------------------------
Gaylord Container Corp. Wts., Exp. 7/96 4,219 29,533
--------------------------------------------------------------------------------------------------
Hollywood Casino Corp. Wts., Exp. 4/98 1,904 205,632
--------------------------------------------------------------------------------------------------
Interco, Inc. Wts., Series 1, Exp. 8/99 8,655 35,702
--------------------------------------------------------------------------------------------------
Protection One, Inc. Wts., Exp. 11/03 28,000 89,880
--------------------------------------------------------------------------------------------------
Purity Supreme, Inc. Wts., Exp. 8/97(6) 1,733 35
--------------------------------------------------------------------------------------------------
Southland Corp. Wts., Exp. 3/96 300 1,125
--------------------------------------------------------------------------------------------------
Terex Corp. Rts., Exp. 7/96(6) 129 194
--------------------------------------------------------------------------------------------------
UGI Corp. Wts., Exp. 3/98 4,750 9,880
----------
Total Rights, Warrants and Certificates ($269,652) 458,691
</TABLE>
<TABLE>
<CAPTION>
FACE
DATE/PRICE AMOUNT
==========================================================
==========================================================
============
<S> <C> <C> <C>
PUT OPTIONS PURCHASED--0.0%
- --------------------------------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar Put Nov. 2/1.60 DEM $1,161,541 3,786
--------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar Put Nov. 4/1.60 DEM 580,490 2,070
--------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar Put Nov. 8/1.60 DEM 580,462 2,411
----------
Total Put Options Purchased (Cost $39,999) 8,267
==========================================================
==========================================================
============
STRUCTURED INSTRUMENTS--0.7%
- --------------------------------------------------------------------------------------------------------------------------------
Bayerische Landesbank, N.Y. Branch, Mexican
Peso Linked Confidence Nt., Girozentrale Branch,
35.50%, 12/30/94(6) 200,000 196,500
--------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.,
Standard & Poor's 500 Index-Linked Nts.:
4.85%, 11/16/94(6) 300,000 387,240
4.9125%, 12/14/94(6) 150,000 222,750
5.0375%, 12/22/94(6) 100,000 138,870
5.10%, 12/27/94(6) 100,000 143,810
--------------------------------------------------------------------------------------------------
Salomon, Inc., 5% Standard & Poor's 500
Index-Linked Nts., 11/21/94(6) 250,000 315,000
----------
Total Structured Instruments (Cost $1,478,800) 1,404,170
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TOTAL INVESTMENTS, AT VALUE (COST $187,696,866) 98.2%
$184,815,930
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 1.8 3,432,578
------ ------------
NET ASSETS 100.0% $188,248,508
====== ============
(1) Face amount is reported in foreign currency.
(2) Non-income-producing security.
(3) Represents a zero coupon bond that converts to a fixed rate of
interest at a designated future date.
(4) Represents the current interest rate for a variable rate security.
(5) Represents the current interest rate for an increasing rate security.
(6) Restricted or illiquid security--See Note 6 of Notes to Financial
Statements.
(7) Interest or dividend is paid in kind.
(8) Interest-Only Strips represent the right to receive the monthly
interest payments on an underlying pool of mortgage loans. These
securities typically decline in price as interest rates decline.
Most other fixed-income securities increase in price when interest
rates decline. The principal amount of the underlying pool
represents the notional amount on which current interest is
calculated. The price of these securities is typically more
sensitive to changes in prepayment rates than traditional
mortgage-backed securities (for example, GNMA pass-throughs).
(9) Partial interest payment was received.
(10) Securities with an aggregate market value of $179,325 are held
in escrow to cover outstanding call options, as follows:
</TABLE>
<TABLE>
<CAPTION>
FACE SUBJECT EXPIRATION EXERCISE PREMIUMS
MARKET VALUE
TO CALL DATE PRICE RECEIVED SEE NOTE (1)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
European OTC Deutsche Mark/U.S. Dollar 801,038 11/2/94 1.50 DEM $ 3,721 $
2,112
--------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar 359,886 11/2/94 1.60 DEM 9,386
11,994
--------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar 400,519 11/4/94 1.50 DEM 1,928 1,183
--------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar 179,943 11/4/94 1.60 DEM 4,728 5,943
--------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar 400,519 11/8/94 1.5445 DEM 4,779
4,924
--------------------------------------------------------------------------------------------------------
European OTC Deutsche Mark/U.S. Dollar 179,943 11/8/94 1.60 DEM 4,893 6,157
------- -------
$29,435 $32,313
======= =======
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 12
STATEMENT OF ASSETS AND LIABILITIES September 30, 1994
<TABLE>
<S> <C> <C>
==========================================================
==========================================================
===============
ASSETS Investments, at value (including repurchase agreements of $47,000,000)
(cost $187,696,866)--see accompanying statement $184,815,930
-----------------------------------------------------------------------------------------------------
Cash 91,720
-----------------------------------------------------------------------------------------------------
Receivables:
Interest and dividends 3,890,033
Shares of beneficial interest sold 1,433,484
Investments sold 823,738
-----------------------------------------------------------------------------------------------------
Other 4,168
------------
Total assets 191,059,073
==========================================================
==========================================================
===============
LIABILITIES Options written, at value (premiums received $29,435)--
see accompanying statement--Note 4 32,313
-----------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 1,466,028
Shares of beneficial interest redeemed 741,086
Dividends 279,733
Distribution and service plan fees--Note 5 107,852
Other 183,553
------------
Total liabilities 2,810,565
==========================================================
==========================================================
===============
NET ASSETS $188,248,508
------------
==========================================================
==========================================================
===============
COMPOSITION OF Paid-in capital $192,153,811
NET ASSETS -----------------------------------------------------------------------------------------------------
Overdistributed net investment income (232,629)
-----------------------------------------------------------------------------------------------------
Accumulated net realized loss from investment and foreign currency transactions (790,678)
-----------------------------------------------------------------------------------------------------
Net unrealized depreciation on investments, options written and
translation of assets and liabilities denominated in foreign currencies (2,881,996)
------------
Net assets $188,248,508
------------
==========================================================
==========================================================
===============
NET ASSET VALUE Class A Shares:
PER SHARE Net asset value and redemption price per share (based on net assets
of $160,505,162 and 13,025,896 shares of beneficial interest outstanding) $12.32
Maximum offering price per share (net asset value plus sales charge
of 4.75% of offering price) $12.93
-----------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $27,743,346 and 2,251,419 shares of beneficial interest outstanding) $12.32
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 13
STATEMENT OF OPERATIONS For the Year Ended September 30, 1994
<TABLE>
<S> <C>
==========================================================
==========================================================
===============
INVESTMENT INCOME Interest (net of withholding taxes of $54,954) $13,756,895
-----------------------------------------------------------------------------------------------------
Dividends (net of withholding taxes of $553) 440,348
-----------
Total income 14,197,243
==========================================================
==========================================================
===============
EXPENSES Management fees--Note 5 1,026,200
-----------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A--Note 5 319,690
Class C--Note 5 113,624
-----------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 5 228,430
-----------------------------------------------------------------------------------------------------
Shareholder reports 57,827
-----------------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 20,092
Class C 10,050
-----------------------------------------------------------------------------------------------------
Custodian fees and expenses 27,375
-----------------------------------------------------------------------------------------------------
Legal and auditing fees 15,089
-----------------------------------------------------------------------------------------------------
Trustees' fees and expenses 1,588
-----------------------------------------------------------------------------------------------------
Other 55,417
-----------
Total expenses 1,875,382
==========================================================
==========================================================
===============
NET INVESTMENT INCOME 12,321,861
==========================================================
==========================================================
===============
REALIZED AND UNREALIZED Net realized loss from:
GAIN (LOSS) ON INVESTMENTS, Investments (521,682)
OPTIONS WRITTEN AND FOREIGN Foreign currency transactions
(65,590)
CURRENCY TRANSACTIONS -----------
Net realized loss (587,272)
-----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on:
Investments and options written (5,841,830)
Translation of assets and liabilities denominated in foreign currencies 1,304
-----------
Net change (5,840,526)
-----------
Net realized and unrealized loss on investments,
options written and foreign currency transactions (6,427,798)
==========================================================
==========================================================
===============
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ 5,894,063
===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 14
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
1994 1993
<S> <C> <C> <C>
==========================================================
==========================================================
===============
OPERATIONS Net investment income $ 12,321,861 $ 6,982,465
-----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments
and foreign currency transactions (587,272) 1,926,265
-----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation
on investments, options written and translation of assets
and liabilities denominated in foreign currencies (5,840,526) 1,827,231
------------ ------------
Net increase in net assets resulting from operations 5,894,063 10,735,961
==========================================================
==========================================================
===============
DIVIDENDS AND Dividends from net investment income:
DISTRIBUTIONS TO Class A ($1.102 and $1.22 per share, respectively) (11,428,985)
(6,982,465)
SHAREHOLDERS Class C ($.765 per share) (828,957) --
-----------------------------------------------------------------------------------------------------
Dividends in excess of net investment income:
Class A ($.006 per share) (59,802) --
Class B ($.004 per share) (4,337) --
-----------------------------------------------------------------------------------------------------
Distributions in excess of capital gains:
Class A ($.189 per share) (1,773,705) --
Class C ($.189 per share) (25,332) --
==========================================================
==========================================================
===============
BENEFICIAL INTEREST Net increase in net assets resulting from
TRANSACTIONS Class A beneficial interest transactions--Note 2 63,236,754 53,586,890
-----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from
Class C beneficial interest transactions--Note 2 28,773,777 --
==========================================================
==========================================================
===============
NET ASSETS Total increase 83,783,476 57,340,386
-----------------------------------------------------------------------------------------------------
Beginning of year 104,465,032 47,124,646
------------ ------------
End of year (including overdistributed
net investment income of $232,629 in 1994) $188,248,508 $104,465,032
============
============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 15
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
CLASS A CLASS C
----------------------------------------------------------------------- ------------
YEAR ENDED PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
1994 1993 1992 1991 1990 1989 1988(2) 1994(1)
==========================================================
==========================================================
============
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $12.90 $12.26 $11.49 $10.46 $11.53 $12.10 $11.43 $13.13
- --------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 1.10 1.22 1.41 1.45 1.43 1.42(3) 1.24 .75
Net realized and unrealized gain
(loss) on investments, options written
and foreign currency transactions (.38) .64 .77 1.04 (1.08) (.43) .67 (.60)
-------- -------- ------- ------- ------- ------- ------- -------
Total income from
investment operations .72 1.86 2.18 2.49 .35 .99 1.91 .15
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net
investment income (1.10) (1.22) (1.41) (1.46) (1.42) (1.42) (1.24) (.77)
Dividends in excess of net
investment income (.01) -- -- -- -- -- -- --(4)
Distributions from net realized
gain on investments -- -- -- -- -- (.14) -- --
Distributions in excess of net
realized gain on investments (.19) -- -- -- -- -- -- (.19)
-------- -------- ------- ------- ------- ------- ------- -------
Total dividends and
distributions to shareholders (1.30) (1.22) (1.41) (1.46) (1.42) (1.56) (1.24) (.96)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.32 $12.90 $12.26 $11.49 $10.46 $11.53 $12.10 $12.32
======== ======== ======= ======= =======
======= ======= =======
==========================================================
==========================================================
============
TOTAL RETURN, AT NET ASSET VALUE(5) 5.61% 15.92% 19.94% 25.62% 3.13% 8.53%
17.29% 1.11%
==========================================================
==========================================================
============
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $160,505 $104,465 $47,125 $16,044 $13,910 $20,642 $18,579 $27,743
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $135,431 $ 73,334 $28,270 $14,057 $17,163 $21,349 $11,116 $13,693
- --------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of period (in thousands) 13,026 8,096 3,844 1,397 1,330 1,790 1,535 2,251
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 8.49% 9.52% 11.60% 13.49% 12.92% 11.87% 11.50%(6)
7.24%(6)
Expenses 1.22% 1.24% 1.35% 1.49% 1.40% 1.19%(3) 1.05%(6) 1.94%(6)
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 108.0% 116.2% 121.5% 114.8% 67.8% 98.5% 31.6% 108.0%
</TABLE>
(1) For the period from December 1, 1993 (inception of offering) to September
30, 1994.
(2) For the period from November 16, 1987 (commencement of operations) to
September 30, 1988.
(3) Net investment income would have been $1.41 per share absent the voluntary
expense reimbursement, resulting in an expense ratio of 1.25%.
(4) Less than .005 per share.
(5) 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.
(6) Annualized.
(7) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of investment securities (excluding short-term securities)
for the year ended September 30, 1994 were $191,965,365 and $131,099,734,
respectively.
See accompanying Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Champion High Yield 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 advisor is
Oppenheimer Management Corporation (the Manager). The Fund offers both
Class A and Class C shares. Class A shares are sold with a front-end sales
charge. Class C shares may be subject to a contingent deferred sales
charge. Both classes of shares have identical rights to earnings, assets
and voting privileges, except that each class has its own distribution
and/or service plan, expenses directly attributable to a particular class
and exclusive voting rights with respect to matters affecting a single
class. 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. An 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 is outside the spread, the closing bid or asked price
closest to the last reported sale price is used. Forward foreign currency
exchange contracts are valued at the forward rate on a daily basis.
SECURITY CREDIT RISK. The Fund invests in high-yield securities, which may
be subject to a greater degree of credit risk, greater market fluctuations
and risk of loss of income and principal, and may
be more sensitive to economic conditions than lower yielding, higher rated
fixed income securities. The Fund may acquire securities in default, and
is not obligated to dispose of securities whose
issuers subsequently default. At September 30, 1994, securities with an
aggregate market value of $1,569,871, representing .82% of the Fund's
total assets, were in default.
FOREIGN CURRENCY TRANSLATION. The accounting records of the Fund are
maintained in U.S. dollars. Prices of securities denominated in foreign
currencies are translated into U.S. dollars at the closing
rates of exchange. Amounts related to the purchase and sale of securities
and investment income are translated at the rates of exchange prevailing
on the respective dates of such transactions.
The Fund generally enters into forward foreign currency exchange contracts
as a hedge, upon the purchase or sale of a security denominated in a
foreign currency. In addition, the Fund may enter into such contracts as
a hedge against changes in foreign currency exchange rates on portfolio
positions. A forward exchange contract is a commitment to purchase or sell
a foreign currency at a future date, at a negotiated rate. Risks may arise
from the potential inability of the counterparty to meet the terms of the
contract and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar.
The effect of changes in foreign currency exchange rates on investments
is separately identified from the fluctuations arising from changes in
market values of securities held and reported with all other foreign
currency gains and losses in the Fund's results of operations.
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.
OPTIONS WRITTEN. The Fund may write covered call and put options. When an
option is written, the Fund receives a premium and becomes obligated to
sell or purchase 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 or purchasing 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 and the Fund maintains liquid assets sufficient to cover written put
options in the event of exercise by the holder.
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
ALLOCATION OF INCOME, EXPENSES AND GAINS AND LOSSES. Income, expenses
(other than those attributable to a specific class) and gains and losses
are allocated daily to each class of shares based upon the
relative proportion of net assets represented by such class. Operating
expenses directly attributable to a specific class are charged against the
operations of that class.
FEDERAL 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.
DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to declare dividends
separately for Class A and Class C shares from net investment income each
day the New York Stock Exchange is open for business and pay
such dividends monthly. Distributions from net realized gains on
investments, if any, will be declared at least once each year.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective October
1, 1993, the Fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies.
As a result, the Fund changed the classification of distributions to
shareholders to better disclose the differences between
financial statement amounts and distributions determined in accordance
with income tax regulations.
Accordingly, subsequent to September 30, 1993, amounts have been
reclassified to reflect a decrease in paid-in capital of $2,652, a
decrease in undistributed net investment income of $50,018, and a
decrease in undistributed capital loss on investments of $52,670. During
the year ended September 30, 1994, in accordance with Statement of
Position 93-2, undistributed net investment income was decreased
by $182,391 and undistributed capital loss was decreased by $182,391.
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. Dividends in kind are recognized as
income on the ex-dividend date, at the current market
value of the underlying security. Interest on payment-in-kind debt
instruments is accrued as income at the coupon rate and a market
adjustment is made on the ex-date.
2. SHARES OF
BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of
beneficial interest of each class. Transactions in shares of beneficial
interest were as follows:
[CAPTION]
<TABLE> YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1994(1) SEPTEMBER 30, 1993
----------------------------- -------------------------
SHARES AMOUNT SHARES AMOUNT
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A:
Sold 10,281,508 $131,255,862 6,506,627 $82,210,524
Dividends and distributions reinvested 665,353 8,503,155 345,523 4,361,170
Redeemed (6,017,355) (76,522,263) (2,599,817) (32,984,804)
---------- ------------ ---------- -----------
Net increase 4,929,506 $ 63,236,754 4,252,333 $53,586,890
========== ============
========== ===========
-----------------------------------------------------------------------------------------------------
Class C:
Sold 2,447,647 $ 31,251,062 -- $ --
Dividends and distributions reinvested 45,942 574,950 -- --
Redeemed (242,170) (3,052,235) -- --
---------- ------------ ---------- -----------
Net increase 2,251,419 $ 28,773,777 -- $ --
========== ============
========== ===========
</TABLE>
1) For the year ended September 30, 1994 for
Class A shares and for the period from December
1, 1993 (inception of offering) to September
30, 1994 for Class C shares.
3. UNREALIZED GAINS
AND LOSSES ON INVESTMENTS At September 30, 1994, net unrealized
depreciation on investments and options written of $2,883,814
was composed of gross appreciation of $2,143,382, and gross depreciation
of $5,027,196.
4. CALL OPTION ACTIVITY Call option activity for the year ended
September 30, 1994 was as follows:
<TABLE>
<CAPTION>
NUMBER AMOUNT OF
OF OPTIONS PREMIUMS
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Options outstanding at September 30, 1993 -- --
Options written 2,321,848 29,435
--------- -------
Options outstanding at September 30, 1994 2,321,848 $29,435
========= =======
</TABLE>
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 .70%
on the first $250 million of net assets, .65% on the next $250 million,
.60% on the next $500 million and .55% on net assets in excess of $1
billion. The Manager has agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the
most stringent applicable regulatory limit on Fund expenses.
For the year ended September 30, 1994, commissions (sales charges paid
by investors) on sales of Class A shares totaled $2,343,545, of which
$595,684 was retained by Oppenheimer Funds Distributor, Inc. (OFDI), a
subsidiary of the Manager, as general distributor,
and by an affiliated broker/dealer. During the year ended September 30,
1994, OFDI received
ontingent deferred sales charges of $10,342 upon redemption of Class C
shares, as reimbursement for
sales commissions advanced by OFDI at the time of sale of such shares.
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.
Under separate approved plans, each class may expend up to .25% of its net
assets annually to reimburse OFDI for costs incurred in connection with
the personal service and maintenance of accounts that hold shares of the
Fund, including amounts paid to brokers, dealers,
banks and other institutions. In addition, Class C shares are subject to
an asset-based sales charge
of .75% of net assets annually, to reimburse OFDI for sales commissions
paid from its own resources
at the time of sale and associated financing costs. In the event of
termination or discontinuance of
the Class C plan, the Board of Trustees may allow the Fund to continue
payment of the asset-based
sales charge to OFDI for distribution expenses incurred on Class C shares
sold prior to termination
or discontinuance of the plan. During the year ended September 30, 1994,
OFDI paid $18,814 to an
affiliated broker/dealer as reimbursement for Class A personal service and
maintenance expenses and retained $113,624 as reimbursement for Class C
sales commissions and service fee advances, as well
as financing costs.
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,
excluding securities eligible for resale pursuant to Rule 144A of the Act
amount to $6,753,927, or 3.59% of the Fund's net assets, at September 30,
1994. Illiquid and/or restricted securities,
including those restricted securities eligible for resale pursuant to Rule
144A of the Act are listed below.
<TABLE>
<CAPTION>
VALUATION
PER UNIT AS OF
ACQUISITION COST SEPTEMBER 30,
SECURITY DATE PER UNIT 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aftermarket Technology Corp.,
12% Sr. Sub. Nts., 8/1/04(1) 7/22/94 $ 100.00 $ 101.50
------------------------------------------------------------------------------------------------------
Arizona Charlie's, Inc.,
12%Fst. Mtg. Nts., Series A, 11/15/00 11/18/93 $ 100.00 $ 87.50
------------------------------------------------------------------------------------------------------
Banco Nacional de Comercio Exterior SNC International
Finance BV Gtd. Matador Bonds, 8%, 8/5/03(1) 11/12/93 $ 97.82 $ 87.25
------------------------------------------------------------------------------------------------------
Bayerische Landesbank, N.Y. Branch, Mexican Peso Linked
Confidence Nt., Girozentrale Branch, 35.50%, 12/30/94 9/23/94 $ 100.00 $ 98.25
------------------------------------------------------------------------------------------------------
Becker Gaming, Inc. Wts., Exp. 11/00 11/18/93 $ 2.00 $ 2.00
------------------------------------------------------------------------------------------------------
Capital Gaming, Inc. Common Stock 9/9/94 $ 7.60 $ 6.63
------------------------------------------------------------------------------------------------------
Capital Gaming International, Inc. Wts., Exp. 2/99 9/9/94 $ 4.45 $ 3.25
------------------------------------------------------------------------------------------------------
Capitol Queen & Casino, Inc.,
12% Fst. Mtg. Nts., Series A, 11/15/00 11/18/93 $ 87.50 $ 77.50
------------------------------------------------------------------------------------------------------
ECM Fund L.P.I.:
Common Stock 4/14/92 $1,000.00 $1,000.00
14% Sub. Nts., 6/10/02 4/14/92-7/28/92 $ 100.50 $ 110.00
------------------------------------------------------------------------------------------------------
First Nationwide Holdings, Inc.,
12.25% Sr. Nts., 5/15/01(1) 7/20/94 $ 100.00 $ 105.25
------------------------------------------------------------------------------------------------------
Foamex LP/JPS Automotive Corp., Units(1) 6/21/94 $ 51.39 $ 55.50
------------------------------------------------------------------------------------------------------
Imax Corp., 7% Sr. Nts., 3/1/01(1) 3/7/94 $ 92.75 $ 87.50
------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.,
Standard & Poor's 500 Index-Linked Nts.:
4.85%, 11/16/94 8/16/94 $ 139.20 $ 129.08
4.9125%, 12/14/94 9/13/94 $ 143.60 $ 148.50
5.0375%, 12/22/94 9/21/94 $ 145.80 $ 138.87
5.10%, 12/27/94 9/23/94 $ 149.00 $ 143.81
------------------------------------------------------------------------------------------------------
Maritime Group Ltd., Units(1) 2/16/94-8/12/94 $ 99.60 $ 79.28
------------------------------------------------------------------------------------------------------
Morocco (Kingdom of) Loan Participation
Agreement, Tranche A, 5.9375%, 1/1/09 2/28/94-4/20/94 $ 69.26 $ 73.00
------------------------------------------------------------------------------------------------------
OSI Specialties Holdings Co., Units(1) 4/12/94 $ 57.25 $ 61.50
------------------------------------------------------------------------------------------------------
Polish People's Republic Loan
Participation Agreement, 5.0625%, 2/3/24 1/12/94-1/13/94 $ 65.11 $ 55.33
------------------------------------------------------------------------------------------------------
Polymer Group, Inc., 12.25% Sr. Nts., 7/15/02(1) 6/17/94 $ 100.00 $ 100.00
------------------------------------------------------------------------------------------------------
Purity Supreme, Inc. Wts., Exp. 8/97 10/25/93 $ -- $ .02
------------------------------------------------------------------------------------------------------
Salomon, Inc., 5% Standard & Poor's 500
Index-Linked Nts., 11/21/94 8/19/94 $ 140.40 $ 126.00
------------------------------------------------------------------------------------------------------
Subic Power Corp.,
9.50% Sr. Sec. Nts., Series A, 12/28/08(1) 12/20/93 $ 99.93 $ 92.25
------------------------------------------------------------------------------------------------------
Terex Corp. Rts., Exp. 7/96(1) 6/29/94 $ 1.49 $ 1.50
------------------------------------------------------------------------------------------------------
Triangle Wire & Cable, Inc. Common Stock 5/2/94 $ 9.50 $ 9.75
1. Transferable under Rule 144A of the Act.
</TABLE>
<PAGE>
<PAGE>
Appendix
Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities*
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Utilities*
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility*
Textile/Apparel
Tobacco
Toys
Trucking
___________________
* For purposes of the Fund's investment policy not to concentrate in
securities of issuers in the same industry, utilities are divided into
"industries" according to their services (e.g., gas utilities, gas
transmission utilities, electric utilities and telephone utilities are
each considered a separate industry)
<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
One Wall Street
New York, New York 10015
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
