Registration No. 33-16494
File No. 811-5281
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. _____ / /
POST-EFFECTIVE AMENDMENT NO. 15 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X /
ACT OF 1940
AMENDMENT NO. 15 / X /
OPPENHEIMER CHAMPION INCOME FUND
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street
Denver, Colorado 80231
(Address of Principal Executive Offices)
303-671-3200
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation, Suite 3400
Two World Trade Center
New York, New York 10048-0203
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/ / Immediately upon filing pursuant to paragraph (b) of Rule 485
/ X / On October 1, 1995 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / On _______________, pursuant to paragraph (a)(1) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2) of Rule 485
/ / On ______________ pursuant to paragraph (a)(2) of Rule 485
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940; a Rule 24f-2 Notice for the Registrant's
fiscal year ended September 30, 1994, was filed on November 29, 1994.
<PAGE>
FORM N-1A
OPPENHEIMER CHAMPION HIGH YIELD FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Expenses; Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; How the Fund is Managed - Organization and
History; Investment Objectives and Policies
5 How the Fund is Managed; Expenses; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History; - The
Transfer Agent; Dividends, Capital Gains and Taxes; Investment
Objectives and Policies - Portfolio Turnover
7 Shareholder Account Rules and Policies; How To Buy Shares; How
to Exchange Shares; Special Investor Services; Service Plan
for Class A Shares; Distribution and Service Plan for Class B
Shares; Distribution and Service Plan for Class C Shares; How
to Sell Shares
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
10 Cover Page
11 Cover Page
12 *
13 Investment Objectives and Policies; Other Investment Techniques
and Strategies; Additional Investment Restrictions
14 How the Fund is Managed - Trustees and Officers of the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information About the Fund
19 Your Investment Account - How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 *
_____________
* Not applicable or negative answer.
<PAGE>
Oppenheimer Champion Income Fund
Prospectus dated October 1, 1995
Oppenheimer Champion Income 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's name prior to October 1, 1995 was
"Oppenheimer Champion High Yield Fund."
The Fund may invest up to 100% of its assets in "junk bonds," which
are securities that are 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 "Special
Risks of Lower-Rated Securities" 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 October 1, 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.
(Logo)OppenheimerFunds
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.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B 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
By 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 calculations 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 Class B Class C
Shares Shares Shares
Maximum Sales Charge on Purchases
(as a % of offering price) 4.75% None None
Sales Charge on Reinvested Dividends None None None
Deferred Sales Charge
(as a % of the lower of the original
purchase price or redemption proceeds None(1) 5% in the 1% if
first year, shares
declining to are
1% in the redeemed
sixth year within
and eliminated 12
thereafter(2) months
of pur-
chase(2)
Exchange Fee None None None
Redemption Fee None None None
(1) If you invest $1 million or more ($500,000 or more for purchases by
OppenheimerFunds prototype 401(k) plans) in Class A shares, you may
have to pay a sales charge of up to 1% if you sell your shares within
18 calendar months from the end of the calendar month in which you
purchased those shares. See "How to Buy Shares - Class A Shares"
below.
(2) See "How to Buy Shares - Class B Shares" and "How to Buy Shares -
Class C Shares" below.
- 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 the Fund's 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 table 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 B and 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 B shares were not publicly offered during the
Fund's fiscal year ended September 30, 1994. Therefore, the Annual Fund
Operating Expenses for Class B shares are estimates based on amounts that
would have been payable if Class B shares had been outstanding during that
fiscal year. 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 Class B Class C
Shares Shares Shares
Management Fees 0.69% 0.69 0.69%
12b-1 Distribution Plan
Fees 0.25% 1.00% 1.00%
Other Expenses 0.28% 0.25% 0.25%
Total Fund Operating Expenses 1.22% 1.94% 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 table above. If you were to redeem your shares at the
end of each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:
1 year 3 years 5 years 10 years(1)
Class A Shares $59 $84 $111 $188
Class B Shares $70 $91 $125 $191
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 B Shares $20 $61 $105 $191
Class C Shares $20 $61 $105 $226
(1) The Class B expenses in years 7 through 10 are based on Class A
expenses shown above, because the Fund automatically converts your
Class B shares into Class A shares after 6 years. Because of the
effect of the asset-based sales charge and the contingent deferred
sales charge on Class B and Class C shares, long-term Class B and
Class C shareholders could pay the economic equivalent of an amount
greater than the maximum front-end sales charge allowed under
applicable regulations. For Class B shareholders, the automatic
conversion of Class B shares to Class A shares is designed to
minimize the likelihood that this will occur. Please refer to "How
to Buy Shares -- Class B Shares" for more information.
These examples show the effect of expenses on an investment, but are not
meant to state or predict actual or expected costs or investment returns
of the Fund, all of which 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 in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
- What 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 60% 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. The Manager (including a subsidiary) advises
investment company portfolios having over $35 billion in assets at June
30, 1995. The Manager is paid an advisory fee by the Fund, based on its
assets. The Fund's portfolio manager, who is employed by the Manager is
primarily responsible for the selection of the Fund's securities, is Ralph
W. Stellmacher. 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. These changes affect
the value of the Fund's investments and its price per share. In the
OppenheimerFunds spectrum, the Fund is generally not as risky as
aggressive growth funds, but is more aggressive than money market or
investment grade bond funds. 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 offers the
individual investor three classes of shares. All classes have the same
investment portfolio, but different expenses. Class A shares are offered
with a front-end sales charge, starting at 4.75%, and reduced for larger
purchases. Class B shares and Class C shares are offered without a front-
end sales charge, but may be subject to a contingent deferred sales charge
if redeemed within 6 years or 12 months of purchase, respectively. There
is also an annual asset-based sales charge on Class B shares and Class C
shares. Please review "How To Buy Shares" starting on page ___ for more
details, including a discussion about factors you and your financial
advisor should consider in determining which class may be appropriate for
you.
- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by writing a check against your current account (available for
Class A shares only). Please refer to "How to Sell Shares" on page ___.
The Fund also offers exchange privileges to other Oppenheimer funds,
described in "How To Exchange Shares" on page _____.
- How Has the Fund Performed? The Fund measures its performance by
quoting its yield and total returns, which measure historical performance.
Those 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 the following pages presents selected financial information
about the Fund, including per share data and expense ratios and other data
based on the Fund's average net assets. This information has been audited
by 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 together with
the Fund's unaudited financial statements for the six months ended March
31, 1995. Class C shares were publicly offered only during a portion of
that period, commencing December 1, 1993. Class B shares were not
publicly offered during the periods shown. Accordingly, no information
on Class B shares is included in the table below or in the Fund's other
financial statements.
<TABLE>
<CAPTION>
Class A
------- ------------------------------------------------
Six Months
Ended
Mar. 31, 1995 Year Ended Sept. 30,
(Unaudited) 1994 1993 1992 1991
--------- --------- --------- --------- ------
<S> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $ 12.32 $ 12.90 $ 12.26 $ 11.49 $ 10.46
--------- --------- --------- --------- ------
Income from investment operations:
Net investment income .50 1.10 1.22 1.41 1.45
Net realized and unrealized gain
(loss) on investments, options
written and foreign currency
transactions (.15) (.38) .64 .77 1.04
--------- --------- --------- --------- ------
Total income from investment
operations .35 .72 1.86 2.18 2.49
--------- --------- --------- --------- ------
Dividends and distributions to
shareholders:
Dividends from net investment income (.50) (1.10) (1.22) (1.41) (1.46)
Dividends in excess of net
investment income -- (.01) -- -- --
Distributions from net realized gain
on investments, options written
and foreign currency transactions --(4) -- -- -- --
Distributions in excess of net
realized gain on investments,
options written and foreign
currency transactions -- (.19) -- -- --
--------- --------- --------- --------- ------
Total dividends and distributions
to shareholders (.50) (1.30) (1.22) (1.41) (1.46)
--------- --------- --------- --------- ------
Net asset value, end of period $ 12.17 $ 12.32 $ 12.90 $ 12.26 $ 11.49
========= ========= ========= =========
======
Total Return, at Net Asset Value(5) 2.96% 5.61% 15.92% 19.94% 25.62%
--------- --------- --------- --------- ------
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $ 211,840 $ 160,505 $ 104,465 $ 47,125 $16,044
--------- --------- --------- --------- ------
Average net assets (in thousands) $ 179,227 $ 135,431 $ 73,334 $ 28,270 $14,057
--------- --------- --------- --------- ------
Number of shares outstanding
at end of period (in thousands) 17,405 13,026 8,096 3,844 1,397
--------- --------- --------- --------- ------
Ratios to average net assets:
Net investment income 8.32%(6) 8.49% 9.52% 11.60% 13.49%
Expenses 1.07%(6) 1.22% 1.24% 1.35% 1.49%
--------- --------- --------- --------- ------
Portfolio turnover rate 43.0%(8) 108.0%(7) 116.2% 121.5% 114.8%
(Continued) Class C
-------------------------------------------------------------------
Six Months Period
Ended Ended
Year Ended Sept. 30, Mar. 31, 1995 Sept. 30,
1990 1989 1988(2) (Unaudited) 1994(1)
- ------ ------
Per Share Operating Data:
Net asset value, beginning of period $ 11.53 $ 12.10 $ 11.43 $ 12.32 $ 13.13
-------- -------- -------- -------- ------
Income from investment operations:
Net investment income 1.43 1.42(3) 1.24 .45 .75
Net realized and unrealized gain
(loss) on investments, options
written and foreign currency
transactions (1.08) (.43) .67 (.16) (.60)
-------- -------- -------- -------- ------
Total income from investment
operations .35 .99 1.91 .29 .15
-------- -------- -------- -------- ------
Dividends and distributions to
shareholders:
Dividends from net investment income (1.42) (1.42) (1.24) (.45) (.77)
Dividends in excess of net
investment income -- -- -- -- --(4)
Distributions from net realized gain
on investments, options written
and foreign currency transactions -- (.14) -- --(4) --
Distributions in excess of net
realized gain on investments,
options written and foreign
currency transactions -- -- -- -- (.19)
-------- -------- -------- -------- ------
Total dividends and distributions
to shareholders (1.42) (1.56) (1.24) (.45) (.96)
-------- -------- -------- -------- ------
Net asset value, end of period $ 10.46 $ 11.53 $ 12.10 $ 12.16 $ 12.32
======== ======== ======== ========
======
Total Return, at Net Asset Value(5) 3.13% 8.53% 17.29% 2.48% 1.11%
-------- -------- -------- -------- ------
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $ 13,910 $ 20,642 $ 18,579 $ 42,559 $27,743
-------- -------- -------- -------- ------
Average net assets (in thousands) $ 17,163 $ 21,349 $ 11,116 $ 33,041 $13,693
-------- -------- -------- -------- ------
Number of shares outstanding
at end of period (in thousands) 1,330 1,790 1,535 3,499 2,251
-------- -------- -------- -------- ------
Ratios to average net assets:
Net investment income 12.92% 11.87% 11.50%(6) 7.42%(6) 7.24%(6)
Expenses 1.40% 1.19%(3) 1.05%(6) 1.84%(6) 1.94%(6)
-------- -------- -------- -------- ------
Portfolio turnover rate 67.8% 98.5% 31.6% 43.0%(8) 108.0%(7)
</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. Total
returns are not annualized for periods of less than one full year.
6. Annualized.
7. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. Purchases and sales of investment securities (excluding
short-term securities) for the year ended September 30, 1994 were
$191,965,365 and $131,099,734, respectively.
8. 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 six months ended March 31, 1995 were
$98,005,720 and $61,346,038, 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 60% 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, which is 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.
Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The
term "majority" is defined in the Investment Company Act to be a
particular percentage of outstanding voting shares (and this term is
explained in the Statement of Additional Information). The Fund's Board
of Trustees may change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus.
- Special Risks of Lower-Rated 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 below "investment grade," such as
debt securities that have a rating of "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 June 30, 1995,
the Fund's portfolio included corporate bonds in the following S&P rating
categories or if unrated, determined by the Manager to be comparable to
the category indicated (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, 2.54%; BB,
17.77%; B, 42.87%; CCC, 2.38%; CC, .08%; C, none; and D, .30%. If a bond
was not rated by S&P but was rated by Moody's, it is included in the
comparable S&P category. 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. The length of time the Fund has held a security
is not generally a consideration in investment decisions. A change in the
securities held by the Fund is known as "portfolio turnover." As a result
of the Fund's investment policies and market factors, the Fund will trade
its portfolio actively to try to benefit from short-term yield differences
among debt securities and as a result the Fund's portfolio turnover may
be higher than other mutual funds. This strategy may involve greater
transaction costs from brokerage commissions and dealer mark-ups.
Additionally, high portfolio turnover may result in increased short-term
capital gains and affect the ability of the Fund to qualify for tax
deductions for payments made to shareholders as a "regulated investment
company" under the Internal Revenue Code. The Fund qualified in its last
fiscal year and intends to do so in the coming year, although it reserves
the right not to qualify.
- 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.
- "When-Issued" and Delayed Delivery Transactions. The Fund may
purchase securities on a "when-issued" basis and may purchase or sell
securities on a "delayed delivery" basis. These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery. There may be a risk of loss to the Fund
if the value of the security declines prior to the settlement date.
- 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. Stripped securities that receive principal payments only are
also subject to increased volatility in price due to interest rate changes
and have the additional risk that the security will be less liquid during
demand or supply imbalances. The Fund may also enter into "forward roll"
transactions with banks or other buyers 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 bank 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. The
Fund must receive collateral for a loan. 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 (1) securities
indicates (these are referred to as Financial Futures) and (2) debt
securities (these are referred to as Interest Rate Futures). These types
of 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 to attempt to
seek 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, exchange-traded options
and futures contracts (discussed in "Hedging," above) may be considered
"derivative investments."
The Fund may invest in different types of derivatives. "Index-linked"
or "commodity-linked" notes are debt securities of companies that call for
interest payments and/or payment on the maturity of the note in different
terms than the typical note where the borrower agrees to make fixed
interest payments and/or to pay a fixed sum on the maturity of the note.
Principal and/or interest payments on an index-linked note depends on the
performance of one or more market indices, such as the S&P 500 Index or
a weighted index of commodity futures, such as crude oil, gasoline and
natural gas. The Fund may invest in "debt exchangeable for common stock"
of an issuer or "equity-linked" debt securities of an issuer. At
maturity, the principal amount of the debt security is exchanged for
common stock of the issuer or is payable in an amount based on the
issuer's common stock price at the time of maturity. In either case there
is a risk that the amount payable at maturity will be less than the
expected principal amount of the debt.
The Fund may also invest in currency-indexed securities. Typically,
these are short-term or intermediate-term debt securities having a value
at maturity, and/or an interest rate, determined by reference to one or
more foreign currencies. The currency-indexed securities purchased by the
Fund may make payments based on a formula. The payment of principal or
periodic interest may be calculated as a multiple of the movement of one
currency against another currency, or against an index. These investments
may entail increased risk to principal and increased price volatility.
There are special risks in investing in derivative investments. The
company issuing the instrument may fail to pay the amount due on the
maturity of the instrument. Also, the underlying investment or security
might not perform the way the Manager expected it to perform. Markets,
underlying securities and indices may move in a direction not anticipated
by the Manager. Performance of derivative investments may also be
influenced by interest rate and stock market changes in the U.S. and
abroad. All of this can mean that the Fund will realize less principal
or income from the investment than expected. Certain derivative
investments held by the Fund may be illiquid. Please refer to "Illiquid
and Restricted Securities."
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:
- 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;
- 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).
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 three classes of shares, Class A,
Class B and Class C. All Classes invest in the same investment portfolio.
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 as a class on matters that affect that class
alone. Shares are freely transferrable. Please refer to "How the Fund is
Managed" in the Statement of Additional Information on voting of shares.
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 manages investment companies,
including other Oppenheimer funds, with assets of more than $35 billion
as of June 30, 1995, and with more than 2.6 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.
- Portfolio Manager. The Portfolio Manager of the Fund is 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
Oppenheimer funds. 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 "Oppenheimer funds").
- 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 other mutual funds managed by
the Manager (the "Oppenheimer funds") 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 Oppenheimer funds
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, normally they include
the payment of the current maximum initial sales charge. Total returns
may also be quoted "at net asset value," without including the sales
charge, and those returns would be reduced if sales charges were deducted.
When total returns are shown for Class B shares, they reflect the effect
of the contingent deferred sales charge that applies to the period for
which total return is shown. When total returns are shown for a one year
period for Class C shares, they reflect the effect of the contingent
deferred sales charge. They may also be shown based on the change in net
asset value, without including the effect of the contingent deferred sales
charge, and those returns would be reduced if sales charges were deducted.
- 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 B and 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 graphs below
show the performance of a hypothetical $10,000 investment in Class A and
Class C 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. Class B shares were not publicly
offered during the fiscal year ended September 30, 1994. Accordingly, no
performance information is presented on Class B shares in the graphs
below.
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.
Class A Shares
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Champion Income Fund (Class A), the
Lehman Brothers Corporate Bond Index and
the Salomon Brothers High Yield Market
(Graph)
Average Annual Total Returns of the Fund at 9/30/94
1-Year 5-Year Life 1
Class A: 0.60% 12.62% 12.93%
Class C Shares
Comparison of Change in Value
of $10,000 Hypothetical Investment in:
Oppenheimer Champion Income Fund (Class C),
the Lehman Brothers Corporate Bond Index and
the Salomon Brothers High Yield Market
(Graph)
Cumulative Total Return of the Fund at 9/30/94
Life2
Class C: 0.17%
_________________________________________
1 The inception date of the Fund (Class A shares) was 11/16/87. The
average annual total returns and ending account value in the graph reflect
reinvestment of all dividends and capital gains distributions and capital
gains distributions and are shown net of the applicable 4.75% maximum
initial sales charge.
2 Class C shares of the Fund were first publicly offered on 12/1/93.
The average annual total returns reflect reinvestment of all dividend and
capital gains distributions and are shown net of the applicable 1%
contingent deferred sales charge.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers investors three 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 (up to $500,000 for purchases by
OppenheimerFunds prototype 401(k) plans.) If you purchase Class A shares
as part of an investment of at least $1 million ($500,0000 for Oppenheimer
funds prototype 401(k) plans) in shares of one or more Oppenheimer funds,
you will not pay an initial sales charge but if you sell any of those
shares within 18 months of buying them, you may pay a contingent deferred
sales charge. The amount of that sales charge will vary depending on the
amount you invested. Sales charge rates are described in "Buying Class
A Shares" below.
- Class B Shares. If you buy Class B shares, you pay no sales charge
at the time of purchase, but if you sell your shares within six years of
buying them, you will normally pay a contingent deferred sales charge,
that varies depending on how long you own your shares. It is described in
"Buying Class B Shares" below.
- Class C Shares. If you buy Class C shares, you pay no sales charge
at the time of purchase, but if you sell your shares within 12 months of
buying them, you will normally pay a contingent deferred sales charge of
1%. It is described in "Buying Class C Shares" below.
Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors 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 Oppenheimer funds
(not all of which currently offer Class B or 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, Class B and Class C shares and
considered the effect of the annual asset-based sales charge on Class B
and Class C expenses (which, like all expenses, will affect your
investment return). For the sake of comparison, we have assumed that
there is a 10% rate of appreciation in the investment each year. Of
course, the actual performance of your investment cannot be predicted and
will vary, based on the Fund's actual investment returns and the operating
expenses borne by each class of shares, and which class of shares you
invest in. The factors discussed below are not intended to be investment
advice or recommendations, because each investor's financial
considerations are different. The discussion below of the factors to
consider in purchasing a particular class of shares assumes that you will
purchase only one class of shares and not a combination of shares of
different classes.
- How Long Do You Expect to Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares. Because of the effect of class-based
expenses, your choice will also depend on how much you plan to invest.
For example, the reduced sales charges available for larger purchases of
Class A shares may, over time, offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher class-based expenses on shares of Class B or
C for which no initial sales charge is paid.
- Investing for the Short Term. If you have a short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B
contingent deferred sales charge if you redeem in less than 7 years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short-term. Class C shares might
be the appropriate choice (especially for investments of less than
$100,000), because there is no initial sales charge on Class C shares, and
the contingent deferred sales charge does not apply to amounts you sell
after holding them one year.
However, if you plan to invest more than $100,000 for the shorter term,
then the more you invest and the more your investment horizon increases
toward six years, Class C shares might not be as advantageous as Class A
shares. That is because the annual asset-based sales charge on Class C
shares will have a greater impact on your account over the longer term
than the reduced front-end sales charge available for larger purchases of
Class A shares. For example, Class A might be more advantageous than
Class C (as well as Class B) for investments of more than $100,000
expected to be held for 5 or 6 years (or more). For investments over
$250,000 expected to be held 4 to 6 years (or more), Class A shares may
become more advantageous than Class C (and B). If investing $500,000 or
more, Class A may be more advantageous as your investment horizon
approaches 3 years or more.
And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or $1 million or more of Class
B or C shares respectively from a single investor. Of course, these
examples are based on approximations of the effect of current sales
charges and expenses on a hypothetical investment over time, using the
assumed annual performance return stated above, and therefore should not
be relied on as rigid guidelines.
- Investing for the Longer Term. If you are investing for the longer-
term, for example, for retirement, and do not expect to need access to
your money for seven years or more, Class B shares may be an appropriate
consideration, if you plan to invest less than $100,000. If you plan to
invest more than $100,000 over the long term, Class A shares will likely
be more advantageous than Class B shares or C shares, as discussed above,
because of the effect of the expected lower expenses for Class A shares
and the reduced initial sales charges available for larger investments in
Class A shares under the Fund's Right of Accumulation.
Of course, these examples are based on approximations of the effect of
current sales charges and expenses on a hypothetical investment over time,
using the 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 B or Class C
shareholders, you should carefully review how you plan to use your
investment account before deciding which class of shares is better for
you. For example, share certificates are not available for Class B or
Class C shares and if you are considering using your shares as collateral
for a loan, that may be a factor to consider. Also, checkwriting
privileges are not available for Class B or Class C shares. Additionally,
the dividends payable to Class B and Class C shareholders will be reduced
by the additional expenses borne by those classes, such as the asset-based
sales charges described below and in the Statement of Additional
Information.
- How Does It Affect Payments to My Broker? A salesperson, such as a
broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than for selling another class. It is important that investors
understand that the purpose of the Class B and Class C contingent deferred
sales charges and asset-based sales charges is the same as the purpose of
the front-end sales charge on sales of Class A shares: to compensate the
Distributor for commissions it pays to dealers and financial institutions
for selling shares.
How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans:
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments for 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 Oppenheimer funds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
- How Are Shares Purchased? You can buy shares several ways -- through
any dealer, broker or financial institution that has a sales agreement
with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the Oppenheimer funds AccountLink service. When you buy shares, be sure
to specify Class A, Class B or Class C shares. If you do not choose, your
investment will be made in Class A shares.
- Buying Shares Through Your Dealer. Your dealer will place your order
with the Distributor on your behalf.
- Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "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 have the Transfer Agent send redemption proceeds, or to transmit
dividends and distributions.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.
- Asset Builder Plans. You may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver. 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.
Buying Class A Shares. Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. However,
in some cases, described below, purchases are not subject to an initial
sales charge, and the offering price will be the net asset value. In some
cases, reduced sales charges may be available, as described below. Out
of the amount you invest, the Fund receives the net asset value to invest
for your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as a commission. The current
sales charge rates and commissions paid to dealers and brokers are as
follows:
<TABLE>
<CAPTION>
Front-End Front-End
Sales Charge Sales Charge Commission as
As a Percentage of As a Percentage Percentage of
Amount of Purchase Offering Price of Amount Invested Offering Price
<S> <C> <C> <C>
_________________________________________________________________________________
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%
</TABLE>
The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.
- Class A Contingent Deferred Sales Charge. There is no initial sales
charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:
- purchases aggregating $1 million or more, or
- purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more or (2) has, at the time of purchase,
100 more eligible participants, or (3) certifies that it projects to have
annual plan purchases of $200,000 or more.
Shares of any of the Oppenheimer funds that offers only one class of
shares that has no designation are considered "Class A shares" for this
purpose. The Distributor pays dealers of record commissions on those
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 purchases over $5
million. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000 for purchases by
OppenheimerFunds 401(k) prototype plans) 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") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
either (1) the aggregate net asset value of 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 commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge.
In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on exchanges of
shares under the Fund's Exchange Privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
contingent deferred sales charge will apply.
- Special Arrangements With Dealers. The Distributor may advance up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Dealers whose sales of Class A shares of Oppenheimer funds
(other than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales.
Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:
- Right of Accumulation. To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your individual
accounts, or jointly, or for trust or custodial accounts on behalf of your
children who are minors. A fiduciary can count all shares purchased for
a trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares. You can
also count Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the Oppenheimer
funds. The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price).
The Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Distributor. The reduced sales charge will apply only to current purchases
and must be requested when you buy your shares.
- Letter of Intent. Under a Letter of Intent, you may purchase Class
A shares or Class A shares and Class B shares of the Fund and other
Oppenheimer funds during a 13-month period, you can reduce the sales
charge rate that applies to your purchases of Class A shares. The total
amount of your intended purchases of both Class A and Class B will
determine the reduced sales charge rate for the Class A shares purchased
during that period. This can include purchases made up to 90 days before
the date of the Letter. More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional Information.
- Waivers of Class A Sales Charges. The Class A sales charges are not
imposed in the circumstances described below. There is an explanation of
this policy in "Reduced Sales Charges" in the Statement of Additional
Information.
Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:
- the Manager or its affiliates;
- present or former officers, directors, trustees and employees
(and their "immediate families" as defined in "Reduced Sales Charges" in
the Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;
- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;
- employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children);
- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients (those clients may be charged a transaction fee
by their dealer, broker or adviser on the purchase or sale of Fund
shares); and
- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor to sell shares to defined
contribution employee retirement plans for which the dealer, broker or
investment adviser provides administrative services.
Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:
- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;
- shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor; or
- shares purchased and paid for with the proceeds of shares redeemed in
the past 12 months from a mutual fund (other than a fund managed by the
Manager or any of its subsidiaries) on which an initial sales charge or
contingent deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money Market Fund,
Inc. that were purchased and paid for in this manner); this waiver must
be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver.
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions . The Class A contingent deferred sales charge is also waived
if shares that would otherwise be subject to the contingent deferred sales
charge are redeemed in the following cases:
- for retirement distribution or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans); or
- to return excess contributions made to Retirement Plans; or
- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value; or
- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below); or
- if, at the time a purchase order is placed for Class A shares
that would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees to accept the dealer's portion of the commission
payable on the sale in installments of 1/18th of the commission per month
(and no further commission will be payable if the shares are redeemed
within 18 months of purchase); or
- for distributions from OppenheimerFunds prototype 401(k) plans
for any of the following cases or purposes: (1) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.
- 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.
Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The 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 B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.
To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period. The contingent deferred sales charge is not imposed in the
circumstances described in "Waivers of Class B and Class C Sales Charges"
below.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Contingent Deferred Sales Charge
Years Since Beginning of Month In on Redemptions in that Year
Which Purchase Order Was Accepted (As % of Amount Subject to Charge)
0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None
In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.
- Automatic Conversion of Class B Shares. 72 months after you purchase
Class B shares, those shares will automatically convert to Class A shares.
This conversion feature relieves Class B shareholders of the asset-based
sales charge that applies to Class B shares under the Class B Distribution
and Service Plan, described below. The conversion is based on the relative
net asset value of the two classes, and no sales load or other charge is
imposed. When Class B shares convert, any other Class B shares that were
acquired by the reinvestment of dividends and distributions on the
converted shares will also convert to Class A shares. The conversion
feature is subject to the continued availability of a tax ruling described
in "Alternative Sales Arrangements - Class A, Class B and Class C Shares"
in the Statement of Additional Information.
- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for distributing Class B shares and servicing accounts.
Under the Plan, the Fund pays the Distributor an annual "asset-based sales
charge" of 0.75% per year on Class B shares that are outstanding for 6
years or less. The Distributor also receives a service fee of 0.25% per
year. Both fees are computed on the average annual net assets of Class
B shares, determined as of the close of each regular business day. The
asset-based sales charge allows investors to buy Class B shares without
a front-end sales charge while allowing the Distributor to compensate
dealers that sell Class B shares.
The Distributor uses the service fee to compensate dealers for providing
personal services for accounts that hold Class B shares. Those services
are similar to those provided under the Class A Service Plan, described
above. The asset-based sales charge and service fee increase Class B
expenses by 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 B 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 3.75% of the
purchase price to dealers from its own resources at the time of sale.
The Fund pays the asset-based sales charge to the Distributor for its
services rendered in connection with the distribution of Class B shares.
Those payments, retained by the Distributor, are at a fixed rate which is
not related to the Distributor's expenses. The services rendered by the
Distributor include paying and financing the payment of sales commissions,
service fees, and other costs of distributing and selling Class B shares.
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 distributing Class B shares before the Plan was
terminated.
Buying 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.
- 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.
- Waivers of Class B and Class C Sales Charges. The Class B and Class
C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to Class B
and Class C shares redeemed in certain circumstances as described below.
The reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:
- distributions to participants or beneficiaries from Retirement Plans,
if the distributions are made (a) under an Automatic Withdrawal Plan after
the participant reaches age 59-1/2, as long as the payments are no more
than 10% of the account value annually (measured from the date the
Transfer Agent receives the request), or (b) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must have occurred after the
account was established);
- redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder (the death or
disability must have occurred after the account was established, and for
disability you must provide evidence of a determination of disability by
the Social Security Administration);
- to make returns of excess contributions to Retirement Plans;
- to make 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);
- shares redeemed involuntarily, as described in "Shareholder Account
Rules and Policies," below; or
- for distributions from OppenheimerFunds prototype 401(k) plans (1) for
hardship withdrawals; (2) under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal Revenue Code; (4) to make
"substantially equal periodic payments" as described in Section 72(t) of
the Internal Revenue Code; or (5) for separation from service.
Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:
- shares sold to the Manager or its affiliates;
- shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; and
- shares issued in plans of reorganization to which the Fund is a party.
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 Oppenheimer funds 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 $5,000 or more,
you can establish an Automatic Withdrawal Plan to receive payments of at
least $50 on a monthly, quarterly, semi-annual or annual basis. The checks
may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details.
- Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of
up to five other Oppenheimer funds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each 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 Class A or
Class B shares of the Fund, you have up to 6 months to reinvest all or
part of the redemption proceeds in Class A or B shares of the Fund or
other Oppenheimer funds without paying a sales charge. This privilege
applies to Class A shares that you purchased subject to an initial sales
charge and to Class A or Class B shares on which you paid a contingent
deferred sales charge when you redeemed them. It does not apply to Class
C shares. You must be sure to ask the Distributor for this privilege when
you send your payment. Please consult the Statement of Additional
Information for more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP-IRAs
- Pension and Profit-Sharing Plans for self-employed persons and small
business owners
- 401(k) prototype retirement plans for businesses
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
- The redemption check is not payable to all shareholders listed on
the account statement
- The redemption check is not sent to the address of record on your
account statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)
- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing 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 account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling
- The signatures of all registered owners exactly as the account is
registered, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
Send courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed 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.
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
B shares or 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.
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 Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge.
- 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 Oppenheimer funds. 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 Oppenheimer funds offer Class B and Class C
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. A list
showing which funds offer which classes 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 Oppenheimer funds 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 up
to 7 days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the 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, which is normally 4:00 P.M.
but may be earlier on some days, on each day the Exchange is open by
dividing the value of the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding. The Fund's Board of
Trustees has established procedures to value the Fund's securities to
determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities, 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 the Transfer Agent nor the Fund will
be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be
able to complete a telephone transaction and should consider placing your
order by mail.
- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
- Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.
- 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, Class B 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. For accounts registered in the name
of a broker-dealer, payment will be forwarded within 3 business days. The
Transfer Agent may delay forwarding a check or processing a payment via
AccountLink for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the date
the shares were purchased. That delay may be avoided if you purchase
shares by certified check or arrange to have your bank provide telephone
or written assurance to the Transfer Agent that your purchase payment has
cleared.
- Involuntary redemptions of small accounts may be made by the Fund if
the account value has fallen below $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, Class B and Class C shares.
- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares dividends separately for Class A, Class B 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 B and Class C shares
because expenses allocable to Class B and 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
Description of Rating Categories of Rating Services
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 INCOME FUND
Graphic material included in Prospectus of Oppenheimer Champion Income
Fund: "Comparison of Total Return of Oppenheimer Champion Income 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 Income 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."
<TABLE>
<CAPTION>
Salomon Bros.
Fiscal Year Oppenheimer Champion Lehman Bros. High Yield
(Period) Ended Income Fund A Corp. Bond Index Market Index
<S> <C> <C> <C>
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
</TABLE>
______________________
*For the period from November 16, 1987 (commencement of operations) to
September 30, 1988.
<TABLE>
<CAPTION>
Fiscal Period Oppenheimer Champion Lehman Bros. Salomon Bros. High
Ended Income Fund C Corp. Bond Index Yield Market Index
<S> <C> <C> <C>
12/1/93* $10,000 $10,000 $10,000
09/30/94 $10,017 $ 9,658 $ 9,981
</TABLE>
*Class C shares of the Fund were first publicly offered on December 1,
1993.
<PAGE>
Oppenheimer Champion Income Fund
3410 South Galena Street
Denver, Colorado 80231
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 and Shareholder Servicing 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, 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.
PR0190.001.1095 *Printed on recycled paper
<PAGE>
Oppenheimer Champion Income Fund
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated October 1, 1995
This Statement of Additional Information of Oppenheimer Income Fund is
not a Prospectus. This document contains additional information about the
Fund and supplements information in the Prospectus dated October 1, 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.
TABLE OF CONTENTS
Page
About the Fund
Investment Objectives and Policies 2
Investment Policies and Strategies 2
Other Investment Techniques and Strategies 8
Other Investment Restrictions 20
How the Fund is Managed 21
Organization and History 22
Trustees and Officers of the Fund 22
The Manager and Its Affiliates 25
Brokerage Policies of the Fund 27
Performance of the Fund 28
Distribution and Service Plans 32
About Your Account
How To Buy Shares 35
How To Sell Shares 41
How To Exchange Shares 45
Dividends, Capital Gains and Taxes 48
Additional Information About the Fund 49
Financial Information About the Fund
Independent Auditors' Report 50
Financial Statements 51
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 the Fund 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. Investing in foreign securities involves
special additional risks and considerations not typically associated with
investing in securities of issuers traded in the U.S. These include:
reduction of income by foreign taxes; fluctuation in value of foreign
portfolio investments due to changes in currency rates and control
regulations (e.g., currency blockage); transaction charges for currency
exchange; lack of public information about foreign issuers; lack of
uniform accounting, auditing and financial reporting standards comparable
to those applicable to domestic issuers; less volume on foreign exchanges
than on U.S. exchanges; greater volatility and less liquidity in foreign
markets than in the U.S.; less regulation of foreign issuers, stock
exchanges and brokers than in the U.S.; greater difficulties in commencing
lawsuits against foreign issuers; higher brokerage commission rates than
in the U.S.; increased risks of delays in settlement of portfolio
transactions or loss of certificates for portfolio securities;
possibilities in some countries of expropriation or nationalization of
assets, 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 borrower. 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.
- - "When-Issued" and Delayed Delivery Transactions. The Fund may purchase
securities on a "when-issued" basis, and may purchase or sell such
securities on a "delayed delivery" basis. Although the Fund will enter
into such transactions for the purpose of acquiring securities for its
portfolio or for delivery pursuant to options contracts it has entered
into, the Fund may dispose of a commitment prior to settlement. "When-
issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery. When such transactions are negotiated,
the price (which is generally expressed in yield terms) is fixed at the
time the commitment is made, but delivery and payment for the securities
take place at a later date. The Fund does not intend to make such
purchases for speculative purposes. Such securities may bear interest at
a lower rate than longer-term securities. The commitment to purchase a
security for which payment will be made on a future date may be deemed a
separate security and involve a risk of loss if the value of the security
declines prior to the settlement date. During the period between
commitment by the Fund and settlement (generally within two months but not
to exceed 120 days), no payment is made for the securities purchased by
the purchaser, and no interest accrues to the purchaser from the
transaction. Such securities are subject to market fluctuation; the value
at delivery may be less than the purchase price. The Fund will maintain
a segregated account with its Custodian, consisting of cash, U.S.
Government securities or other high grade debt obligations at least equal
to the value of purchase commitments until payment is made.
The Fund will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of
entering into the obligation. When the Fund engages in when-issued or
delayed delivery transactions, it relies on the buyer or seller, as the
case may be, to consummate the transaction. Failure of the buyer or
seller to do so may result in the Fund losing the opportunity to obtain
a price and yield considered to be advantageous. At the time the Fund
makes a commitment to purchase or sell a security on a when-issued or
forward commitment basis, it records the transaction and reflects the
value of the security purchased, or if a sale, the proceeds to be
received, in determining its net asset value. If the Fund chooses to (i)
dispose of the right to acquire a when-issued security prior to its
acquisition or (ii) dispose of its right to deliver or receive against a
forward commitment, it may incur a gain or loss.
To the extent the Fund engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling
securities consistent with its investment objective and policies and not
for the purposes of investment leverage. The Fund enters into such
transactions only with the intention of actually receiving or delivering
the securities, although (as noted above), when-issued securities and
forward commitments may be sold prior to settlement date. In addition,
changes in interest rates before settlement in a direction other than that
expected by the Manager will affect the value of such securities and may
cause a loss to the Fund.
When-issued transactions and forward commitments allow the Fund a
technique to use against anticipated changes in interest rates and prices.
For instance, in periods of rising interest rates and falling prices, the
Fund might sell securities in its portfolio on a forward commitment basis
to attempt to limit its exposure to anticipated falling prices. In
periods of falling interest rates and rising prices, the Fund might sell
portfolio securities and purchase the same or similar securities on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields.
- 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 or Financial Futures
(together with Interest Rate Futures, "Futures"), (ii) buy puts on
securities indices or on securities, or (iii) write covered calls on
securities, securities indices or on 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 Futures, or (ii) buy calls on 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 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 and
Financial 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 certain specified conditions. As
the Future is marked to market (that is, its value on the Fund's books is
changed) 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.
Financial Futures are similar to Interest Rate Futures except that
settlement is made in cash, and net gain or loss on options on Financial
Futures depends on price movements of the securities included in the
index. The strategies which the Fund employs regarding Financial Futures
are similar to those described above with regard to Interest Rate Futures.
- - 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 the Fund 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 that 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;
(7) invest in other investment companies, except in connection with
a merger, consolidation, reorganization or acquisition of assets;
(8) 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;
(9) 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";
(10) 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
(11) invest more than 5% of the Fund's net assets in securities of
companies (including predecessors) that have operated less than three
years.
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. This is not a fundamental policy.
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. 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.
Each Share of the Fund represents an interest in the Fund
proportionately equal to the interest of each other share of the same
class and entitle the holder to one vote per share (and a fractional vote
for a fractional share) on matters submitted to their vote at
shareholders' meetings. Shareholders of the Fund vote together in the
aggregate on certain matters at shareholders' meetings, such as the
election of Trustees and ratification of appointment of auditors for the
Fund. Shareholders of a particular series or class vote separately on
proposals which affect that series or class, and shareholders of a series
or class which is not affected by that matter are not entitled to vote on
the proposal.
The Trustees are authorized to create new series and classes of
series. The Trustees may reclassify unissued shares of the Fund or its
series or classes into additional series or classes of shares. The
Trustees may also divide or combine the shares of a class into a greater
or lesser number of shares without thereby changing the proportionate
beneficial interest of a shareholder in the Fund. Shares do not have
cumulative voting rights or preemptive or subscription rights. Shares may
be voted in person or by proxy.
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, Centennial America Fund, L.P.,
Oppenheimer Tax-Exempt Fund, Oppenheimer International Bond Fund,
Oppenheimer Limited-Term Government Securities Fund, and The New York Tax-
Exempt Income Fund, Inc. (collectively, the "Denver-based Oppenheimer
funds"). Mr. Fossel is President and Mr. Swain is Chairman of each of the
Denver-based Oppenheimer funds. As of July 31, 1995, 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 64
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 65
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 53
Two World Trade Center, New York, New York 10048-0203
Chairman 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 66
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).
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 80
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 36
Two World Trade Center, New York, New York 10048
Senior Vice President of the Manager; an officer of other Oppenheimer
funds.
_____________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
ANDREW J. DONOHUE, Vice President; Age 45
Two World Trade Center, New York, New York 10048
Executive Vice President and General Counsel of Oppenheimer Management
Corporation ("OMC") (the "Manager") and Oppenheimer Funds Distributor,
Inc. (the "Distributor"); an officer of other Oppenheimer funds; formerly
Senior Vice President and Associate General Counsel of the Manager and the
Distributor; Partner in, Kraft & McManimon (a law firm); an officer of
First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser); director
and an officer of First Investors Family of Funds and First Investors Life
Insurance Company.
GEORGE C. BOWEN, Vice President, Secretary and Treasurer; Age 59
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
Oppenheimer funds.
ROBERT BISHOP, Assistant Treasurer; Age 37
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other Oppenheimer funds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.
SCOTT FARRAR, Assistant Treasurer; Age 30
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other Oppenheimer funds; formerly a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co., a bank, and previously a Senior Fund Accountant
for State Street Bank & Trust Company.
ROBERT G. ZACK, Assistant Secretary; Age 47.
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 Oppenheimer
funds.
_____________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
- - 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 21 of the Denver-based Oppenheimer funds (including the
Fund) listed in the first paragraph of this section, for services in the
positions shown:
<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund OppenheimerFunds1
<S> <C> <C>
Robert G. Avis $199 $53,000.00
Trustee
William A. Baker $278 $73,257.01
Audit and Review
Committee Chairman
and Trustee
Charles Conrad, Jr. $257 $68,293.67
Audit and Review
Committee Member
and Trustee
Raymond J. Kalinowski $199 $53,000.00
Trustee
C. Howard Kast $199 $53,000.00
Trustee
Robert M. Kirchner $257 $68,293.67
Audit and Review
Committee Member
and Trustee
Ned M. Steel $199 $53,000.00
Trustee
</TABLE>
______________
1 For the 1994 calendar year.
- - Major Shareholders. As of September 25, 1995, no person owns of record
or is known by the Fund to own beneficially 5% or more of the Fund as a
whole or the Fund's outstanding Class A, Class B or Class C shares, except
for Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer Lake Drive, EFL
3, Jacksonville, Florida 32246, which was the record owner of 867,830.392
Class C shares (approximately 16.92% 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 Manager and the Fund have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Fund's portfolio transactions. Compliance with the Code of Ethics
is carefully monitored and strictly enforced by the Manager.
- The Investment Advisory Agreement. The Investment Advisory Agreement
between the Manager and the Fund requires the Manager, at its expense, to
provide the Fund with adequate office space, facilities and equipment, and
to provide and supervise the activities of all administrative and clerical
personnel required to provide effective corporate administration for the
Fund, including the compilation and maintenance of records with respect
to its operations, the preparation and filing of specified reports, and
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 voluntarily 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, Class B 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. Class B shares were not publicly offered during those
periods, and no contingent deferred sales charges were collected. 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 payments made by the Fund to the
Distributor in connection 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. In
either case, brokerage is allocated under the supervision of the Manager's
executive officers. Transactions in securities other than those for which
an exchange is the primary market are generally done with principals or
market makers. Brokerage commissions are paid primarily for effecting
transactions in listed securities and or for certain fixed-income agency
transactions, in the secondary market, otherwise only if it appears likely
that a better price or execution can be obtained. When the Fund engages
in an option transaction, ordinarily the same broker will be used for the
purchase or sale of the option and any 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 Board has also
permitted the Manager to use stated commissions on secondary fixed-income
trades to obtain research where the broker has represented to the Manger
that (i) the trade is not from the broker's own inventory, (ii) the trade
was executed by the broker on an agency basis at the stated commission,
and (iii) the trade is not a riskless principal transaction.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase. The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the 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. No performance information is presented below
for Class B shares because no shares of that class were publicly issued
during the fiscal year ended September 30, 1994.
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 each class
of shares of the Fund are affected by portfolio quality, the type of
investments the Fund holds and its operating expenses allocated to the
particular class.
- - 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.
No standardized yields are presented for Class B shares because no shares
of that class were publicly issued during the fiscal year ended September
30, 1994.
- 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 dividends paid on shares of a class from
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 B or 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 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 B shares, payment of a contingent
deferred sales charge of 5.0% for the first year, 4.0% for the second
year, 3.0% for the third and fourth year, 2.0% for the fifth year and 1.0%
for the sixth year, and none thereafter, is applied, as described in the
Prospectus. 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, Class B 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, Class B 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, Class B 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's classes
are 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, Class B 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, Class B 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, Class B 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, Class B 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 Oppenheimer funds, other than performance
rankings of the Oppenheimer funds themselves. Those ratings or rankings
of shareholder/investor services by third parties may compare the
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.
The performance of the Fund's Class A, Class B or Class C shares may
also be compared in publications to (i) the performance of various market
indices or to other investments for which reliable performance data is
available, and (ii) to averages, performance rankings or other benchmarks
prepared by recognized mutual fund statistical services.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and
Distribution and Service Plans for Class B and Class C shares under Rule
12b-1 of the Investment Company Act, pursuant to which the Fund makes
payment to the Distributor 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
B shares (the "Class B Plan") and Class C shares (the "Class C Plan"),
such votes were cast by the Manager as the sole initial holder of Class
B and Class C shares of the Fund.
In addition, under the Plans, the Manager and the Distributor, in
their sole discretion, from time to time, may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund), to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform, at
no cost to the Fund. The Distributor and the Manager may, in their sole
discretion, increase or decrease the amount of payments they make from
their own resources to Recipients.
Unless terminated as described below, each Plan continues in effect
from year to year but only as long as 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. Each Plan may be terminated at any
time by the vote of a majority of the Independent Trustees or by the vote
of the holders of a "majority" (as defined in the Investment Company Act)
of the outstanding shares of that class. No 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. In
addition, because Class B shares of the Fund automatically convert into
Class A shares after six years, the Fund is required to obtain the
approval of Class B as well as Class A shareholders for a proposed
amendment to the Class A Plan that would materially increase the amount
to be paid by Class A shareholders under the Class A Plan. Such approval
must be by a "majority" (as defined in the Investment Company Act), of the
Class A and Class B shares voting separately by class. 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. The report for the Class
C Plan shall also include the Distributor's distribution costs for that
quarter, and such costs for previous fiscal periods that have been carried
forward, as explained in the Prospectus and below. Those reports will be
subject to the review and approval of the Independent Trustees in the
exercise of their fiduciary duty. Each Plan further provides that while
it is in effect, the selection 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.
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 B and Class C Plans allow the service fee payment to be
paid by the Distributor to Recipients in advance for the first year such
shares are outstanding, and thereafter on a quarterly basis, as described
in the Prospectus. The advance payment is based on the net assets of the
shares sold. An exchange of shares does not entitle the Recipient to an
advance service fee payment. In the event shares are redeemed during the
first year 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 B and the Class C Plans permit the Distributor to
retain both the asset-based sales charges and the service fees on Class
B and 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 B and
Class C Plan by the Board. Initially, the Board has set no minimum
holding period. All payments under the Class B and Class C Plans are
subject to the limitations imposed by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. on payments of asset
based sales charges and service fees.
The Class B Plan provides for the Distributor to be compensated at
a flat rate, whether the Distributor's distribution expenses are more or
less than the amount paid by the Fund during that period. Such payments
are made in recognition that the Distributor (i) pays sales commissions
to authorized brokers and dealers to authorized brokers and dealers at the
time of sale and pays service fees as described in the Prospectus, (ii)
may finance such commissions and/or the advance of the service fee payment
to Recipients under those Plans, (iii) employs personnel to support
distribution of shares, and (iv) may bear the costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees. Since no Class B
shares were outstanding during the Fund's fiscal year end September 30,
1994, no payments were made under the Class B Plan.
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.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares. The
availability of three classes of shares permits an investor to choose the
method of purchasing shares that is more beneficial to the investor
depending on the amount of the purchase, the length of time the investor
expects to hold shares and other relevant circumstances. Investors should
understand that the purpose and function of the deferred sales charge and
asset-based sales charge with respect to Class 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 another. The Distributor will not accept (i) any order for
$500,000 or more of Class B or (ii) 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 three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B and Class C shares and the dividends payable on Class B and Class C
shares will be reduced by incremental expenses borne by those classes,
including the asset-based sales charge to which Class B and Class C shares
are subject.
The conversion of Class B shares to Class A shares after six years
is subject to the continuing availability of a private letter ruling from
the Internal Revenue Service, or an opinion of counsel or tax adviser, to
the effect that the conversion of Class B shares does not constitute a
taxable event for the holder under Federal income tax law. If such a
revenue ruling or opinion is no longer available, the automatic conversion
feature may be suspended, in which event no further conversions of Class
B shares would occur while such suspension remained in effect. Although
Class B shares could then be exchanged for Class A shares on the basis of
relative net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event for
the holder, and absent such exchange, Class B shares might continue to be
subject to the asset-based sales charge for longer than six years.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B and Class C shares recognizes
two types of expenses. General expenses that do not pertain specifically
to any class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total assets,
and then equally to each outstanding share within a given class. Such
general expenses include (i) management fees, (ii) legal, bookkeeping and
audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other materials for
current shareholders, (iv) fees to 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 and/or
Service 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, Class B 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 value of the Fund's net assets
attributable to that class by the number of shares of that class
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 Exchanges most
recent annual holiday schedule (which is subject to change) states that
it will close on New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It
may also close on other days. Trading may occur in debt securities and
in foreign securities when the Exchange 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) securities actively traded on
a foreign securities exchange are valued at the last sales price available
to the pricing service approved by the Fund's Board of Trustees or to the
Manager as reported by the principal exchange on which the security is
traded; (iii) unlisted foreign securities or listed foreign securities not
actively traded are valued as in (i) above, if available, or at the mean
between "bid" and "asked" prices obtained from active market makers in the
security on the basis of reasonable inquiry; (iv) long-term debt
securities having a remaining maturity in excess of 60 days are valued at
the mean between the "bid" and "asked" prices determined by a portfolio
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(v) debt instruments having a maturity of more than one year when issued,
and non-money market type instruments having a maturity of one year or
less when issued, which have a remaining maturity of 60 days or less are
valued at the mean between "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(vi) money market-type debt securities having a maturity of less than one
year when issued that having a remaining maturity of 60 days or less are
valued at cost, adjusted for amortization of premiums and accretion of
discounts; and (vii) securities (including restricted securities) not
having readily-available market quotations are valued at fair value under
the Board's procedures.
Trading in securities on European and Asian exchanges and over-the-
counter markets is normally completed before the close of the Exchange.
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 Exchange 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 and foreign 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 exchange on which they are traded, or on NASDAQ,
as applicable as determined by a pricing service approved by the Board of
Directors or by the Manager, 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 as provided by a
reliable bank, dealer or pricing service. 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.
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 Oppenheimer funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the sub-
distributor and include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt 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 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 U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Bond Fund
Oppenheimer International Bond 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.
<PAGE>
There is an initial sales charge on the purchase of Class A shares
of each of the Oppenheimer funds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).
- Letters of Intent. A Letter of Intent (referred to as a
"Letter") is an investor's statement in writing to the Distributor of the
intention to purchase Class A shares of the Fund (and Class A and Class
B shares of other Oppenheimer funds) during a 13-month period (the "Letter
of Intend period"), which may, at the investor's request, include
purchases made up to 90 days prior to the date of the Letter. The Letter
states the investor's intention to make the aggregate amount of purchases
of shares which, when added to the investor's holdings of shares of those
funds, will equal or exceed the amount specified in the Letter. Purchases
made by reinvestment of dividends or distributions of capital gains and
purchases made at net asset value without sales charge do not count toward
satisfying the amount of the Letter. A Letter enables an investor to
count the Class A and Class B shares purchased under the Letter to obtain
the reduced sales charge rate on purchases of Class A shares of the Fund
(and other Oppenheimer funds) that applies under the Right of Accumulation
to current purchases of Class A shares. Each purchase of Class A shares
under the Letter will be made at the public offering price (including the
sales charge) that applies to a single lump-sum purchase of shares in the
amount intended to be purchased under the Letter.
In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer funds by
OppenheimerFunds prototype 401(k) plans under a Letter of Intent, the
Transfer Agent will not hold shares in escrow. If the intended purchase
amount under the Letter entered into by an OppenheimerFunds prototype
401(k) plan is not purchased by the plan by the end of the Letter of
Intent period, there will be no adjustment of commissions paid to the
broker-dealer or financial institution of record for accounts held in the
name of that plan.
If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended purchase amount, the
commissions previously paid to the dealer of record for the account and
the amount of sales charge retained by the Distributor will be adjusted
to the rates applicable to actual purchases. If total eligible purchases
during the Letter of Intent period exceed the intended purchase amount and
exceed the amount needed to qualify for the next sales charge rate
reduction set forth in the applicable prospectus, the sales charges paid
will be adjusted to the lower rate, but only if and when the dealer
returns to the Distributor the excess of the amount of commissions allowed
or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the investor's
account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor during the Letter of
Intent period. All of such purchases must be made through the
Distributor.
- Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
up to 5% of the intended purchase amount specified in the Letter shall be
held in escrow by the Transfer Agent. For example, if the intended
purchase amount is $50,000, the escrow shall be shares valued in the
amount of $2,500 (computed at the public offering price adjusted for a
$50,000 purchase). Any dividends and capital gains distributions on the
escrowed shares will be credited to the investor's account.
2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time.
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter. If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after
such redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter) include (a)
Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge, (b) Class B shares of other
Oppenheimer funds acquired subject to a contingent deferred sales charge,
and (c) Class A shares or Class B shares acquired in exchange for either
(i) Class A shares of one of the other Oppenheimer funds that were
acquired subject to a Class A initial or contingent deferred sales charge
or (ii) Class B shares of one of the other Oppenheimer funds that were
acquired subject to a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be exchanged
for shares of another fund to which an exchange is requested, as described
in the section of the Prospectus entitled "How to Exchange Shares," and
the escrow will be transferred to that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
Oppenheimer funds.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments. An application should be
obtained from the Distributor, completed and returned, and a prospectus
of the selected fund(s) should be obtained from the Distributor or your
financial advisor before initiating Asset Builder payments. The amount
of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date.
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order. The
investor is responsible for that loss. If the investor fails to
compensate the Fund for the loss, the Distributor will do so. The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.
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 its portfolio securities described above under
"Determination of Net Asset Values Per Share" and that valuation will be
made as of the time the redemption price is determined.
- 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,
(ii) Class B shares or (iii) 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 Oppenheimer funds into which shares of the Fund are exchangeable
as described below, at the net asset value next computed after the
Transfer Agent receives the reinvestment order. The shareholder must ask
the Distributor for that privilege at the time of reinvestment. Any
capital gain that was realized when the shares were redeemed is taxable,
and reinvestment will not alter any capital gains tax payable on that
gain. If there has been a capital loss on the redemption, some or all of
the loss may not be tax deductible, depending on the timing and amount of
the reinvestment. Under the Internal Revenue Code, if the redemption
proceeds of Fund shares on which a sales charge was paid are reinvested
in shares of the Fund or another of the Oppenheimer funds within 90 days
of payment of the sales charge, the shareholder's basis in the shares of
the Fund that were redeemed may not include the amount of the sales charge
paid. That would reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added to the
basis of the shares acquired by the reinvestment of the redemption
proceeds. The Fund may amend, suspend or cease offering this reinvestment
privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of any class at the time of transfer to
the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans
or pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address
listed in "How To Sell Shares" in the Prospectus or on the back cover of
this Statement of Additional Information. The request must: (i) state the
reason for the distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption requirements.
Participants (other than self-employed persons maintaining a plan account
in their own name) in OppenheimerFunds-sponsored prototype pension,
profit-sharing or 401(k) plans may not directly redeem or exchange shares
held for their account under those plans. The employer or plan
administrator must sign the request. Distributions from pension and
profit sharing plans are subject to special requirements under the
Internal Revenue Code and certain documents (available from the Transfer
Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding
requirements under the Internal Revenue Code, and IRS Form W-4P (available
from the Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax
identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. 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.). Ordinarily, for accounts redeemed
by a broker-dealer under this procedure, payment will be made within three
business days after the shares have been redeemed upon the Distributor's
receipt the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the redemption
document as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B and Class C shareholders should not establish
withdrawal plans because of the imposition of the contingent deferred
sales charge on such withdrawals (except where the contingent deferred
sales charge is waived as described in the Prospectus under "Waivers of
Class B Contingent Deferred Sales Charge" or in "Waivers of 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 Oppenheimer funds
automatically on a monthly, quarterly, semi-annual or annual basis under
an Automatic Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How
to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How To Exchange Shares
As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged
only for shares of the same class of other Oppenheimer funds. Shares of
the Oppenheimer funds that have a single class without a class designation
are deemed "Class A" shares for this purpose. All of the Oppenheimer
funds offer Class A shares, but certain (other) Oppenheimer funds do not
presently offer either or both of Class B or Class C shares. A list
showing which funds offer which class can be obtained by calling the
Distributor at 1-800-525-7048.
Class A shares of Oppenheimer funds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
Oppenheimer funds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of Oppenheimer
funds subject to a contingent deferred sales charge). However, shares of
Oppenheimer Money Market Fund, Inc. purchased with the redemption proceeds
of shares of other mutual funds (other than funds managed by the Manager
or its subsidiaries) redeemed within the 12 months prior to that purchase
may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or
the investor's dealer must notify the Distributor of eligibility for this
privilege at the time the shares of Oppenheimer Money Market Fund, Inc.
are purchased, and, if requested, must supply proof of entitlement to this
privilege. 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 Oppenheimer funds purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months of the end
of the calendar month of the initial purchase of the exchanged Class A
shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares (see "Class A Contingent Deferred Sales Charge" in the
Prospectus). The Class B contingent deferred sales charge is imposed on
Class B shares acquired by exchange if they are redeemed within 6 years
of the initial purchase of the exchanged Class B shares. The Class C
contingent deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial purchase of
the exchanged Class C shares.
When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or 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 more than one class must specify
whether they intend to exchange Class A, Class B or Class C shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 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, Checkwriting, if
available, and retirement plan contributions will be switched to the new
account unless the Transfer Agent is instructed otherwise. If all
telephone lines are busy (which might occur, for example, during periods
of substantial market fluctuations), shareholders might not be able to
request exchanges by telephone and would have to submit written exchange
requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Dividends and Distributions. Dividends will be payable on shares 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 three
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 Oppenheimer funds listed in "Reduced
Sales Charges," above, at net asset value without sales charge. Class B
and C shareholders should be aware that as of the date of this Additional
Statement, only certain Oppenheimer funds offer Class B or 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 Oppenheimer funds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. The Bank of New York is the Custodian of the Fund's
assets. The Custodian's responsibilities include safeguarding and
controlling the Fund's portfolio securities 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 for certain other funds advised
by the Manager and its affiliates.
<PAGE>
STATEMENT OF INVESTMENTS March 31, 1995 (Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
MORTGAGE-BACKED OBLIGATIONS--0.6%
- ----------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Interest-Only Stripped
Mtg.-Backed Security, Trust 240, Cl. 2, 7%, 9/25/23(2) $ 3,161,937 $ 1,145,214
- ----------------------------------------------------------------------------------------------------------------
Resolution Trust Corp., Commercial Mtg. Pass-Through Certificates,
Series 1994-C2, Cl. E, 8%, 4/25/25 518,260 433,962
-----------
Total Mortgage-Backed Obligations (Cost $1,470,080) 1,579,176
==========================================================
======================================================
U.S. GOVERNMENT OBLIGATIONS--9.2%
- ----------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 10.375%, 5/15/95 2,000,000 2,010,000
- ----------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts.:
10.50%, 8/15/95 6,750,000 6,855,469
8.875%, 11/15/97(3) 4,500,000 4,710,937
9.25%, 1/15/96 9,575,000 9,775,471
-----------
Total U.S. Government Obligations (Cost $23,456,605) 23,351,877
==========================================================
======================================================
FOREIGN GOVERNMENT OBLIGATIONS--0.4%
- ----------------------------------------------------------------------------------------------------------------
Banco Nacional de Comercio Exterior SNC International Finance BV Gtd.
Matador Bonds, 8%, 8/5/03 500,000 236,875
- ----------------------------------------------------------------------------------------------------------------
Ecuador (Republic of) Bonds, 7.25%, 2/28/25(4) 1,500,000 667,500
-----------
Total Foreign Government Obligations (Cost $1,185,390) 904,375
==========================================================
======================================================
MUNICIPAL BONDS AND NOTES--0.3%
- ----------------------------------------------------------------------------------------------------------------
San Joaquin Hills, California Transportation Corridor Agency
Toll Road Capital Appreciation Revenue Bonds, Jr. Lien, Zero Coupon,
1/1/28 (Cost $755,503) 13,500,000 880,821
==========================================================
======================================================
CORPORATE BONDS AND NOTES--61.3%
- ----------------------------------------------------------------------------------------------------------------
BASIC INDUSTRY --11.5%
- ----------------------------------------------------------------------------------------------------------------
CHEMICALS--3.8%
Carbide/Graphite Group, Inc., 11.50% Sr. Nts., 9/1/03 2,000,000 2,090,000
- ----------------------------------------------------------------------------------------------------------------
Georgia Gulf Corp., 15% Sr. Sub. Nts., 4/15/00 2,000,000 2,000,000
- ----------------------------------------------------------------------------------------------------------------
NL Industries, Inc., 0%/13% Sr. Sec. Disc. Nts., 10/15/05(5) 1,000,000 655,000
- ----------------------------------------------------------------------------------------------------------------
NL Industries, Inc., 11.75% Sr. Sec. Nts., 10/15/03 1,600,000 1,644,000
- ----------------------------------------------------------------------------------------------------------------
OSI Specialties Holding Co., 0%/11.50% Sr. Sec. Disc. Debs., Series B, 4/15/04(5) 3,000,000 1,995,000
- ----------------------------------------------------------------------------------------------------------------
Polymer Group, Inc., 12.25% Sr. Nts., 7/15/02(6) 750,000 727,500
- ----------------------------------------------------------------------------------------------------------------
UCAR Global Enterprises, Inc., 12% Sr. Sub. Nts., 1/15/05(6) 600,000 632,250
-----------
9,743,750
- ----------------------------------------------------------------------------------------------------------------
CONTAINERS--0.9%
Owens-Illinois, Inc., 11% Sr. Debs., 12/1/03 2,145,000 2,300,513
- ----------------------------------------------------------------------------------------------------------------
METALS/MINING--0.8%
Kaiser Aluminum & Chemical Corp., 9.875% Sr. Nts., 2/15/02 2,020,000 1,898,800
- ----------------------------------------------------------------------------------------------------------------
PAPER--5.3%
Domtar, Inc.:
11.25% Debs., 9/15/17 190,000 199,856
11.75% Sr. Nts., 3/15/99 400,000 430,000
12% Nts., 4/15/01 190,000 209,950
- ----------------------------------------------------------------------------------------------------------------
Gaylord Container Corp., 0%/12.75% Sr. Sub. Disc. Debs., 5/15/05(5) 1,550,000 1,476,375
- ----------------------------------------------------------------------------------------------------------------
Gaylord Container Corp., 11.50% Sr. Nts., 5/15/01 1,400,000 1,477,000
- ----------------------------------------------------------------------------------------------------------------
Malette, Inc., 12.25% Sr. Sec. Nts., 7/15/04 600,000 627,000
- ----------------------------------------------------------------------------------------------------------------
Repap Wisconsin, Inc., 9.25% Fst. Priority Sr. Sec. Nts., 2/1/02 2,220,000 2,097,900
</TABLE>
6 Oppenheimer Champion High Yield Fund
<PAGE> 7
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
PAPER (CONTINUED)
Riverwood International Corp.:
10.375% Sr. Sub. Nts., 6/30/04 $ 900,000 $ 924,750
10.75% Sr. Nts., 6/15/00 400,000 419,000
11.25% Sr. Sub. Nts., 6/15/02 1,100,000 1,163,250
- ----------------------------------------------------------------------------------------------------------------
SD Warren Co., 12% Sr. Sub. Nts., 12/15/04(6) 1,560,000 1,661,400
- ----------------------------------------------------------------------------------------------------------------
Stone Consolidated Corp., 10.25% Sr. Sec. Nts., 12/15/00 400,000 406,500
- ----------------------------------------------------------------------------------------------------------------
Stone Container Corp., 10.75% Fst. Mtg. Nts., 10/1/02 390,000 404,625
- ----------------------------------------------------------------------------------------------------------------
Stone Container Corp., 9.875% Sr. Nts., 2/1/01 1,945,000 1,896,375
-----------
13,393,981
- ----------------------------------------------------------------------------------------------------------------
STEEL--0.7%
Acme Metals, Inc., 12.50% Sr. Sec. Nts., 8/1/02 600,000 603,000
- ----------------------------------------------------------------------------------------------------------------
AK Steel Corp., 10.75% Gtd. Sr. Nts., 4/1/04 1,000,000 1,010,000
- ----------------------------------------------------------------------------------------------------------------
Armco, Inc., 8.50% Sinking Fund Debs., 9/1/01 275,000 247,156
-----------
1,860,156
- ----------------------------------------------------------------------------------------------------------------
CONSUMER RELATED--18.0%
- ----------------------------------------------------------------------------------------------------------------
CONSUMER PRODUCTS--1.9%
Harman International Industries, Inc., 12% Sr. Sub. Nts., 8/1/02 2,400,000 2,628,000
- ----------------------------------------------------------------------------------------------------------------
International Semi-Tech Microelectronics, Inc., 0%/11.50%
Sr. Sec. Disc. Nts., 8/15/03(5) 1,840,000 818,800
- ----------------------------------------------------------------------------------------------------------------
Synthetic Industries, Inc., 12.75% Sr. Sub. Debs., 12/1/02 1,550,000 1,511,250
-----------
4,958,050
- ----------------------------------------------------------------------------------------------------------------
FOOD/BEVERAGES/TOBACCO--2.4%
Consolidated Cigar Corp., 10.50% Sr. Sub. Nts., 3/1/03 2,000,000 1,900,000
- ----------------------------------------------------------------------------------------------------------------
Curtice-Burns Foods, Inc., 12.25% Sr. Sub. Nts., 2/1/05 1,000,000 1,048,750
- ----------------------------------------------------------------------------------------------------------------
Di Giorgio Corp., 12% Sr. Nts., 2/15/03 700,000 598,500
- ----------------------------------------------------------------------------------------------------------------
Heileman Acquisition Corp., 9.625% Sr. Sub. Nts., 1/31/04 800,000 552,000
- ----------------------------------------------------------------------------------------------------------------
Royal Crown Corp., 9.75% Sr. Sec. Nts., 8/1/00 2,100,000 1,974,000
-----------
6,073,250
- ----------------------------------------------------------------------------------------------------------------
HEALTHCARE--4.9%
Abbey Healthcare Group, Inc., 9.50% Sr. Sub. Nts., 11/1/02 1,000,000 1,035,000
- ----------------------------------------------------------------------------------------------------------------
AmeriSource Corp., 11.25% Sr. Debs., 7/15/05(7) 590,186 614,716
- ----------------------------------------------------------------------------------------------------------------
Capstone Capital Corp., 10.50% Cv. Sub. Debs., 4/1/02 750,000 755,625
- ----------------------------------------------------------------------------------------------------------------
Charter Medical Corp., 11.25% Sr. Sub. Nts., 4/15/04 1,670,000 1,761,850
- ----------------------------------------------------------------------------------------------------------------
Healthsouth Rehabilitation Corp., 9.50% Sr. Sub. Nts., 4/1/01 2,300,000 2,305,750
- ----------------------------------------------------------------------------------------------------------------
Healthtrust, Inc.--The Hospital Co., 10.25% Sub. Nts., 4/15/04 600,000 666,000
- ----------------------------------------------------------------------------------------------------------------
Healthtrust, Inc.--The Hospital Co., 10.75% Sub. Nts., 5/1/02 1,500,000 1,638,750
- ----------------------------------------------------------------------------------------------------------------
National Medical Enterprises, Inc., 10.125% Sr. Sub. Nts., 3/1/05 2,250,000 2,323,125
- ----------------------------------------------------------------------------------------------------------------
Surgical Health Corp., 11.50% Sr. Sub. Nts., 7/15/04 450,000 486,000
- ----------------------------------------------------------------------------------------------------------------
Total Renal Care, Inc., Units(5) 1,000,000 875,000
-----------
12,461,816
- ----------------------------------------------------------------------------------------------------------------
HOTEL/GAMING--5.4%
Arizona Charlie's, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00(8) 275,000 224,125
- ----------------------------------------------------------------------------------------------------------------
Aztar Corp., 11% Sr. Sub. Nts., 10/1/02 400,000 390,000
- ----------------------------------------------------------------------------------------------------------------
Aztar Corp., 13.75% Sr. Sub. Nts., 10/1/04 1,870,000 2,024,275
- ----------------------------------------------------------------------------------------------------------------
Bally's Park Place Funding, Inc., 9.25% Gtd. Fst. Mtg. Nts., 3/15/04 2,200,000 1,952,500
- ----------------------------------------------------------------------------------------------------------------
Capital Gaming International, Inc. Promissory Nts. 7,500 0
- ----------------------------------------------------------------------------------------------------------------
Capitol Queen & Casino, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00(8) 100,000 91,500
</TABLE>
7 Oppenheimer Champion High Yield Fund
<PAGE> 8
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (Unaudited) (Continued)
- ----------------------------------------------------------------------------------------------------------------
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
HOTEL/GAMING (CONTINUED)
Casino America, Inc., Zero Coupon Fst. Mtg. Nts., 11/15/01 $ 450,000 $ 438,750
- ----------------------------------------------------------------------------------------------------------------
Empress River Casino Finance Corp., 10.75% Gtd. Sr. Nts., 4/1/02 2,000,000 1,950,000
- ----------------------------------------------------------------------------------------------------------------
GB Property Funding Corp., 10.875% Fst. Mtg. Nts., 1/15/04 1,070,000 917,525
- ----------------------------------------------------------------------------------------------------------------
Maritime Group Ltd., Units(6)(9) 276,577 174,244
- ----------------------------------------------------------------------------------------------------------------
MGM Grand Hotel Finance Corp., 12% Fst. Mtg. Nts., 5/1/02 2,095,000 2,314,975
- ----------------------------------------------------------------------------------------------------------------
Resorts International, Inc., Zero Coupon Sec. Fst. Mtg. Non-Recourse
Pass-Through Nts., 6/30/00 1,010,000 863,550
- ----------------------------------------------------------------------------------------------------------------
Showboat, Inc., 9.25% Fst. Mtg. Bonds, 5/1/08 950,000 836,000
- ----------------------------------------------------------------------------------------------------------------
Station Casinos, Inc., 9.625% Sr. Sub. Nts., 6/1/03 1,690,000 1,495,650
- ----------------------------------------------------------------------------------------------------------------
Trump's Castle Funding, Inc., 7% Sub. Nts., 11/15/05(7)(10) 37 28
-----------
13,673,122
- ----------------------------------------------------------------------------------------------------------------
LEISURE--0.9%
Coleman Holdings, Inc., Zero Coupon Sr. Sec. Disc. Nts., Series B, 5/27/98 3,100,000 2,193,250
- ----------------------------------------------------------------------------------------------------------------
RESTAURANTS--0.8%
Aramark Corp., 12% Sub. Debs., 4/15/00 2,000,000 2,100,000
- ----------------------------------------------------------------------------------------------------------------
TEXTILE/APPAREL--1.7%
Consoltex Group, Inc., 11% Gtd. Sr. Sub. Nts., Series B, 10/1/03 1,200,000 1,062,000
- ----------------------------------------------------------------------------------------------------------------
PT Polysindo Eka Perkasa, 13% Sr. Nts., 6/15/01 350,000 323,750
- ----------------------------------------------------------------------------------------------------------------
PT Polysindo Eka Perkasa, Zero Coupon Promissory Nts., 10/23/96 IDR 3,000,000,000 928,284
- ----------------------------------------------------------------------------------------------------------------
WestPoint Stevens, Inc., 9.375% Sr. Sub. Debs., 12/15/05 2,200,000 2,026,750
-----------
4,340,784
- ----------------------------------------------------------------------------------------------------------------
ENERGY--5.8%
Ferrellgas LP/Ferrellgas Finance Corp., 10% Sr. Nts., 8/1/01 2,000,000 2,060,000
- ----------------------------------------------------------------------------------------------------------------
Maxus Energy Corp., 11.50% Debs., 11/15/15 500,000 427,500
- ----------------------------------------------------------------------------------------------------------------
Maxus Energy Corp., 9.875% Nts., 10/15/02 1,100,000 968,000
- ----------------------------------------------------------------------------------------------------------------
Mesa Capital Corp., 0%/12.75% Sec. Disc. Nts., 6/30/98(5) 708,000 683,220
- ----------------------------------------------------------------------------------------------------------------
OPI International, Inc., 12.875% Gtd. Sr. Nts., 7/15/02 1,225,000 1,353,625
- ----------------------------------------------------------------------------------------------------------------
Petroleum Heat & Power Co., Inc., 12.25% Sub. Debs., 2/1/05 2,035,000 2,126,575
- ----------------------------------------------------------------------------------------------------------------
Petroleum Heat & Power Co., Inc., 9.375% Sub. Debs., 2/1/06 270,000 236,250
- ----------------------------------------------------------------------------------------------------------------
Presidio Oil Co., 13.30% Sr. Sub. Gas Indexed Nts., Series B, 7/15/02(4) 50,000 23,250
- ----------------------------------------------------------------------------------------------------------------
Santa Fe Energy Resources, Inc., 11% Sr. Sub. Debs., 5/15/04 2,220,000 2,297,700
- ----------------------------------------------------------------------------------------------------------------
Triton Energy Corp., Zero Coupon Sr. Sub. Disc. Nts., 11/1/97 3,200,000 2,528,000
- ----------------------------------------------------------------------------------------------------------------
Wainoco Oil Corp., 12% Sr. Nts., 8/1/02 1,900,000 1,928,500
- ----------------------------------------------------------------------------------------------------------------
14,632,620
- ----------------------------------------------------------------------------------------------------------------
FINANCIAL SERVICES--3.3%
- ----------------------------------------------------------------------------------------------------------------
Diversified Financial--1.5%
Acme Holdings, Inc., 11.75% Sr. Nts., 6/1/00(9) 400,000 166,000
- ----------------------------------------------------------------------------------------------------------------
Card Establishment Services, Inc., 10% Sr. Sub. Nts., Series B, 10/1/03 2,000,000 2,222,500
- ----------------------------------------------------------------------------------------------------------------
ECM Fund, L.P.I., 14% Sub. Nts., 6/10/02(8) 619,619 681,581
- ----------------------------------------------------------------------------------------------------------------
GPA Holland BV, 8.94% Medium-Term Nts., Series C, 2/16/99 700,000 525,875
- ----------------------------------------------------------------------------------------------------------------
Lomas Financial Corp., 9% Cv. Sr. Nts., 10/31/03 600,000 249,000
-----------
3,844,956
</TABLE>
8 Oppenheimer Champion High Yield Fund
<PAGE> 9
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
INSURANCE--1.8%
American Life Holding Co., 11.25% Sr. Sub. Nts., 9/15/04 $2,220,000 $2,253,300
- ----------------------------------------------------------------------------------------------------------------
Life Partners Group, Inc., 12.75% Sr. Sub. Nts., 7/15/02 2,000,000 2,190,000
-----------
4,443,300
- ----------------------------------------------------------------------------------------------------------------
HOUSING RELATED--2.8%
- ----------------------------------------------------------------------------------------------------------------
BUILDING MATERIALS--2.6%
American Standard, Inc., 0%/10.50% Sr. Sub. Disc. Debs., 6/1/05(5) 1,475,000 1,014,062
- ----------------------------------------------------------------------------------------------------------------
American Standard, Inc., 10.875% Sr. Nts., 5/15/99 1,000,000 1,045,000
- ----------------------------------------------------------------------------------------------------------------
Pacific Lumber Co., 10.50% Sr. Nts., 3/1/03 800,000 752,000
- ----------------------------------------------------------------------------------------------------------------
Southdown, Inc., 14% Sr. Sub. Nts., Series B, 10/15/01 735,000 812,175
- ----------------------------------------------------------------------------------------------------------------
Triangle Pacific Corp., 10.50% Sr. Nts., 8/1/03 1,100,000 1,089,000
- ----------------------------------------------------------------------------------------------------------------
USG Corp., 10.25% Sr. Sec. Nts., 12/15/02 1,750,000 1,774,063
- ----------------------------------------------------------------------------------------------------------------
Walter Industries, Inc., 17% Sub. Nts., 1/1/96(9) 350,000 222,250
-----------
6,708,550
- ----------------------------------------------------------------------------------------------------------------
HOMEBUILDERS/REAL ESTATE--0.2%
Olympia & York First Canadian Place Ltd., 11% Debs., Series 3, 11/4/49(11) CAD 1,250,000 552,486
- ----------------------------------------------------------------------------------------------------------------
MANUFACTURING--3.6%
- ----------------------------------------------------------------------------------------------------------------
AEROSPACE/ELECTRONICS/COMPUTERS--1.0%
Berg Electronics Holdings Corp., 11.375% Sr. Sub. Debs., 5/1/03 1,000,000 1,032,500
- ----------------------------------------------------------------------------------------------------------------
Businessland, Inc., 5.50% Sub. Debs., 3/1/07 805,000 161,000
- ----------------------------------------------------------------------------------------------------------------
Tracor, Inc., 10.875% Sr. Sub. Nts., 8/15/01 1,470,000 1,447,950
-----------
2,641,450
- ----------------------------------------------------------------------------------------------------------------
AUTOMOTIVE--1.8%
Aftermarket Technology Corp., 12% Sr. Sub. Nts., 8/1/04 1,500,000 1,582,500
- ----------------------------------------------------------------------------------------------------------------
Foamex LP/Foamex Capital Corp., 11.25% Sr. Nts., 10/1/02 450,000 443,250
- ----------------------------------------------------------------------------------------------------------------
Foamex LP/Foamex Capital Corp., 9.50% Sr. Sec. Nts., 6/1/00 200,000 195,000
- ----------------------------------------------------------------------------------------------------------------
JPS Automotive Products Corp., 11.125% Sr. Nts., 6/15/01 450,000 441,000
- ----------------------------------------------------------------------------------------------------------------
Penda Corp., 10.75% Sr. Nts., Series B, 3/1/04 975,000 879,938
- ----------------------------------------------------------------------------------------------------------------
SPX Corp., 11.75% Sr. Sub. Nts., 6/1/02 950,000 992,750
-----------
4,534,438
- ----------------------------------------------------------------------------------------------------------------
CAPITAL GOODS--0.8%
Atlantis Group, Inc., 11% Sr. Nts., 2/15/03 600,000 597,000
- ----------------------------------------------------------------------------------------------------------------
Imo Industries, Inc., 12% Sr. Sub. Debs., 11/1/01 500,000 513,750
- ----------------------------------------------------------------------------------------------------------------
Imo Industries, Inc., 12.25% Sr. Sub. Debs., 8/15/97 872,000 880,720
-----------
1,991,470
- ----------------------------------------------------------------------------------------------------------------
MEDIA--6.8%
- ----------------------------------------------------------------------------------------------------------------
BROADCASTING--0.7%
Outlet Broadcasting, Inc., 10.875% Sr. Sub. Nts., 7/15/03 1,000,000 1,005,000
- ----------------------------------------------------------------------------------------------------------------
Sinclair Broadcasting Group, Inc., 10% Sr. Sub. Nts., 12/15/03 250,000 241,250
- ----------------------------------------------------------------------------------------------------------------
Univision Television Group, Inc., 11.75% Sr. Sub. Nts., 1/15/01 500,000 532,500
-----------
1,778,750
- ----------------------------------------------------------------------------------------------------------------
CABLE TELEVISION--4.1%
Cablevision Systems Corp.:
10.75% Sr. Sub. Debs., 4/1/04 200,000 208,500
9.875% Sr. Sub. Debs., 2/15/13 600,000 579,000
9.875% Sr. Sub. Debs., 4/1/23 400,000 378,500
- ----------------------------------------------------------------------------------------------------------------
Century Communications Corp., 9.50% Sr. Nts., 3/1/05 1,500,000 1,455,000
- ----------------------------------------------------------------------------------------------------------------
Continental Cablevision, Inc., 11% Sr. Sub. Debs., 6/1/07 270,000 288,913
- ----------------------------------------------------------------------------------------------------------------
Continental Cablevision, Inc., 9.50% Sr. Debs., 8/1/13 2,060,000 1,987,900
</TABLE>
9 Oppenheimer Champion High Yield Fund
<PAGE> 10
- -------------------------------------------------------------------------------
Statement of Investments (Unaudited) (Continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
CABLE TELEVISION (CONTINUED)
<S> <C> <C>
Helicon Group LP/Helicon Capital Corp., 9% Sr. Sec. Nts., Series B, 11/1/03(4) $ 750,000 $ 661,875
- ----------------------------------------------------------------------------------------------------------------
Rogers Cablesystems, Inc., 10% Sr. Nts., 3/15/05(6) 1,000,000 1,003,750
- ----------------------------------------------------------------------------------------------------------------
Time Warner, Inc., 9.125% Debs., 1/15/13 2,050,000 1,969,068
- ----------------------------------------------------------------------------------------------------------------
Time Warner, Inc., 9.15% Debs., 2/1/23 300,000 285,634
- ----------------------------------------------------------------------------------------------------------------
TKR Cable I, Inc., 10.50% Sr. Debs., 10/30/07 1,575,000 1,677,375
----------
10,495,515
- ----------------------------------------------------------------------------------------------------------------
DIVERSIFIED MEDIA--1.3%
Ackerley Communications, Inc., 10.75% Sr. Sec. Nts., Series A, 10/1/03 1,300,000 1,313,000
- ----------------------------------------------------------------------------------------------------------------
Echostar Communications Corp., Units(5) 1,290,000 586,950
- ----------------------------------------------------------------------------------------------------------------
News America Holdings, Inc., 10.125% Gtd. Sr. Debs., 10/15/12 700,000 757,751
- ----------------------------------------------------------------------------------------------------------------
Rogers Communications, Inc., 10.875% Sr. Debs., 4/15/04 600,000 606,000
----------
3,263,701
- ----------------------------------------------------------------------------------------------------------------
ENTERTAINMENT/FILM--0.4%
Imax Corp., 7% Sr. Nts., 3/1/01(10) 1,200,000 1,044,000
- ----------------------------------------------------------------------------------------------------------------
PUBLISHING/PRINTING--0.3%
Bell & Howell Holdings Co., 0%/11.50% Sr. Disc. Debs., Series B, 3/1/05(5) 1,550,000 840,875
- ----------------------------------------------------------------------------------------------------------------
OTHER--1.1%
- ----------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL--0.7%
EnviroSource, Inc., 9.75% Sr. Nts., 6/15/03 1,050,000 918,750
- ----------------------------------------------------------------------------------------------------------------
Envirotest Systems Corp., 9.125% Sr. Nts., 3/15/01 700,000 528,500
- ----------------------------------------------------------------------------------------------------------------
Envirotest Systems Corp., 9.625% Sr. Sub. Nts., 4/1/03 500,000 327,500
----------
1,774,750
- ----------------------------------------------------------------------------------------------------------------
SERVICES--0.4%
Protection One Alarm Monitoring, Inc., 12% Sr. Sub. Nts., Series B, 11/1/03 1,000,000 935,000
- ----------------------------------------------------------------------------------------------------------------
RETAIL--4.3%
- ----------------------------------------------------------------------------------------------------------------
DRUG STORES--1.3%
Duane Reade, 12% Sr. Nts., Series B, 9/15/02 500,000 372,500
- ----------------------------------------------------------------------------------------------------------------
Revco D.S., Inc., 9.125% Sr. Nts., 1/15/00 700,000 712,250
- ----------------------------------------------------------------------------------------------------------------
Thrifty Payless, Inc., 11.75% Sr. Nts., 4/15/03 2,000,000 2,105,000
----------
3,189,750
- ----------------------------------------------------------------------------------------------------------------
SPECIALTY RETAILING--1.9%
Brylane LP/Brylane Capital Corp., 10% Sr. Sub. Nts., Series B, 9/1/03 500,000 490,000
- ----------------------------------------------------------------------------------------------------------------
Caldor Corp., 15% Sr. Sub. Nts., 6/1/00 2,000,000 2,150,000
- ----------------------------------------------------------------------------------------------------------------
Cole National Group, Inc., 11.25% Sr. Nts., 10/1/01 600,000 576,000
- ----------------------------------------------------------------------------------------------------------------
Eye Care Centers of America, Inc., 12% Sr. Nts., 10/1/03 1,000,000 780,000
- ----------------------------------------------------------------------------------------------------------------
Finlay Fine Jewelry Corp., 10.625% Sr. Nts., 5/1/03 305,000 285,175
- ----------------------------------------------------------------------------------------------------------------
Zale Delaware, Inc., 11% Gtd. 2nd Priority Sr. Sec. Nts., 7/30/00 500,000 501,250
----------
4,782,425
- ----------------------------------------------------------------------------------------------------------------
SUPERMARKETS--1.1%
Grand Union Co., 11.25% Sr. Nts., 7/15/00(9) 415,000 434,194
- ----------------------------------------------------------------------------------------------------------------
Grand Union Co., 12.25% Sr. Sub. Nts., 7/15/02(9) 100,000 33,500
- ----------------------------------------------------------------------------------------------------------------
Penn Traffic Co., 9.625% Sr. Sub. Nts., 4/15/05 2,410,000 2,238,288
- ----------------------------------------------------------------------------------------------------------------
Purity Supreme, Inc., 11.75% Sr. Sec. Nts., Series B, 8/1/99 255,000 219,300
-----------
2,925,282
</TABLE>
10 Oppenheimer Champion High Yield Fund
<PAGE> 11
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT(1) SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
TRANSPORTATION--1.6%
- ----------------------------------------------------------------------------------------------------------------
RAILROADS--0.5%
Transtar Holdings LP/Transtar Capital Corp., 0%/13.375% Sr. Disc. Nts.,
Series B, 12/15/03(5) $2,500,000 $ 1,312,500
- ----------------------------------------------------------------------------------------------------------------
SHIPPING--1.1%
Gearbulk Holdings Ltd., 11.25% Sr. Nts., 12/1/04 600,000 631,500
- ----------------------------------------------------------------------------------------------------------------
Sea Containers Ltd.:
12.50% Sr. Sub. Debs., Series A, 12/1/04 250,000 265,000
12.50% Sr. Sub. Debs., Series B, 12/1/04 100,000 104,750
9.50% Sr. Sub. Debs., 7/1/03 250,000 235,000
- ----------------------------------------------------------------------------------------------------------------
Trans Ocean Container Corp., 12.25% Sr. Sub. Nts., 7/1/04 1,700,000 1,640,500
------------
2,876,750
- ----------------------------------------------------------------------------------------------------------------
UTILITIES--2.5%
- ----------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES--0.5%
First PV Funding Corp., 10.15% Lease Obligation Bonds, Series 1986B, 1/15/16 750,000 730,206
- ----------------------------------------------------------------------------------------------------------------
First PV Funding Corp., 10.30% Lease Obligation Bonds, Series 1986A, 1/15/14 600,000 600,302
------------
1,330,508
- ----------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS--2.0%
Cellular, Inc., 0%/11.75% Sr. Sub. Disc. Nts., 9/1/03(5) 2,250,000 1,563,750
- ----------------------------------------------------------------------------------------------------------------
Horizon Cellular Telephone LP/Horizon Finance Corp.,
0%/11.375% Sr. Sub. Disc. Nts., 10/1/00(5) 2,000,000 1,520,000
- ----------------------------------------------------------------------------------------------------------------
MFS Communications, Inc., 0%/9.375% Sr. Disc. Nts., 1/15/04(5) 100,000 64,250
- ----------------------------------------------------------------------------------------------------------------
Panamsat LP/Panamsat Capital Corp., 0%/11.375% Sr. Sub. Disc. Nts., 8/1/03(5) 2,100,000 1,380,750
- ----------------------------------------------------------------------------------------------------------------
Panamsat LP/Panamsat Capital Corp., 9.75% Sr. Sec. Nts., 8/1/00 500,000 493,750
- ----------------------------------------------------------------------------------------------------------------
PriCellular Wireless Corp., 0%/14% Sr. Sub. Disc. Nts., 11/15/01(5) 150,000 111,000
------------
5,133,500
------------
Total Corporate Bonds and Notes (Cost $157,455,434) 156,030,048
</TABLE>
<TABLE>
<CAPTION>
SHARES
==========================================================
======================================================
<S> <C> <C>
COMMON STOCKS--0.5%
- ----------------------------------------------------------------------------------------------------------------
ECM Fund, L.P.I.(8) 75 75,000
- ----------------------------------------------------------------------------------------------------------------
Equitable Bag, Inc.(12) 2,261 6,783
- ----------------------------------------------------------------------------------------------------------------
Federated Department Stores, Inc.(12) 10,120 223,905
- ----------------------------------------------------------------------------------------------------------------
Finlay Enterprises, Inc., Cl. A(12) 2,334 25,674
- ----------------------------------------------------------------------------------------------------------------
Hollywood Casino Corp.(12) 18,254 102,678
- ----------------------------------------------------------------------------------------------------------------
Jewel Recovery LP 1,985 0
- ----------------------------------------------------------------------------------------------------------------
Kash 'N Karry Food Stores, Inc.(12) 7,528 144,914
- ----------------------------------------------------------------------------------------------------------------
New World Communications Group, Inc., Cl. A(12) 3,640 62,790
- ----------------------------------------------------------------------------------------------------------------
Petrolane, Inc., Cl. B 34,270 522,618
- ----------------------------------------------------------------------------------------------------------------
Triangle Wire & Cable, Inc.(8)(12) 9,500 38,000
- ----------------------------------------------------------------------------------------------------------------
Zale Corp.(12) 1,985 23,324
---------
Total Common Stocks (Cost $932,452) 1,225,686
</TABLE>
11 Oppenheimer Champion High Yield Fund
<PAGE> 12
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (Unaudited) (Continued)
- ----------------------------------------------------------------------------------------------------------------
MARKET VALUE
SHARES SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
PREFERRED STOCKS--0.8%
- ----------------------------------------------------------------------------------------------------------------
California Federal Bank, 10.625% Non-Cum., Series B 2,600 $265,200
- ----------------------------------------------------------------------------------------------------------------
First Nationwide Bank, 11.50% Non-Cum. 9,700 977,275
- ----------------------------------------------------------------------------------------------------------------
K-III Communications Corp., $11.625 Exch., Series B(7) 6,892 668,589
-----------
Total Preferred Stocks (Cost $1,927,011) 1,911,064
</TABLE>
<TABLE>
<CAPTION>
UNITS
==========================================================
======================================================
<S> <C> <C>
RIGHTS, WARRANTS AND CERTIFICATES--0.1%
- ----------------------------------------------------------------------------------------------------------------
Ames Department Stores, Inc., Excess Cash Flow Payment Certificates,
Series AG-7A 6,200 62
- ----------------------------------------------------------------------------------------------------------------
Ames Department Stores, Inc., Litigation Trust 19,829 198
- ----------------------------------------------------------------------------------------------------------------
Becker Gaming, Inc. Wts., Exp. 11/00(8) 12,500 25,000
- ----------------------------------------------------------------------------------------------------------------
Casino America, Inc. Wts., Exp. 11/96 1,631 408
- ----------------------------------------------------------------------------------------------------------------
Eye Care Centers of America, Inc. Wts., Exp. 10/03 1,000 5,000
- ----------------------------------------------------------------------------------------------------------------
Federated Department Stores, Inc. Wts., Cl. C, Exp. 12/99 6,741 37,075
- ----------------------------------------------------------------------------------------------------------------
Federated Department Stores, Inc. Wts., Cl. D, Exp. 12/01 6,741 37,918
- ----------------------------------------------------------------------------------------------------------------
Gaylord Container Corp. Wts., Exp. 7/96 2,088 21,924
- ----------------------------------------------------------------------------------------------------------------
Interco, Inc. Wts., Series 1, Exp. 8/99 8,655 35,702
- ----------------------------------------------------------------------------------------------------------------
OSI Specialties Corp. Wts., Exp. 4/99 3,000 6,000
- ----------------------------------------------------------------------------------------------------------------
Protection One, Inc. Wts., Exp. 11/03 28,000 126,000
- ----------------------------------------------------------------------------------------------------------------
Purity Supreme, Inc. Wts., Exp. 8/97(8) 1,733 35
- ----------------------------------------------------------------------------------------------------------------
Southland Corp. Wts., Exp. 3/96 300 600
- ----------------------------------------------------------------------------------------------------------------
Terex Corp. Rts., Exp. 7/96(6) 300 225
- ----------------------------------------------------------------------------------------------------------------
UGI Corp. Wts., Exp. 3/98 4,750 238
-----------
Total Rights, Warrants and Certificates (Cost $233,868) 296,385
</TABLE>
<TABLE>
<CAPTION>
FACE
AMOUNT
==========================================================
======================================================
<S> <C> <C>
REPURCHASE AGREEMENTS--26.4%
- ----------------------------------------------------------------------------------------------------------------
Repurchase agreement with First Chicago Capital Markets, 6.25%,
dated 3/31/95, to be repurchased at $59,030,729 on 4/3/95, collateralized
by U.S. Treasury Nts., 4.75%--8.875%, 5/15/96--10/31/99 with a value of
$51,482,140 and U.S. Treasury Bonds, 8.125%--12.50%, 8/14/14--8/15/19, with
a value of $8,761,980 59,000,000 59,000,000
- ----------------------------------------------------------------------------------------------------------------
Repurchase agreement with Morgan Guaranty Trust Co., 6.05%,
dated 3/31/95, to be repurchased at $8,104,084 on 4/3/95, collateralized
by U.S. Treasury Nts., 5.125%, 11/30/98, with a value of $8,282,560 8,100,000 8,100,000
-----------
Total Repurchase Agreements (Cost $67,100,000) 67,100,000
</TABLE>
12 Oppenheimer Champion High Yield Fund
<PAGE> 13
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
==========================================================
======================================================
<S> <C> <C>
TOTAL INVESTMENTS, AT VALUE (COST $254,516,343) 99.6% $253,279,432
- ----------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 0.4 1,118,721
----- ------------
NET ASSETS 100.0% $254,398,153
===== ============
</TABLE>
1. Face amount is reported in local currency. Foreign currency
abbreviations are as follows:
CAD--Canadian Dollar IDR--Indonesian Rupiah
2. 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).
3. Securities with an aggregate market value of $157,031 are held in
collateralized accounts to cover initial margin requirements on open
futures sales contracts, as follows:
<TABLE>
<CAPTION>
TYPE OF CONTRACT NUMBER OF CONTRACTS FACE AMOUNT
- --------------------------------------------------------------------------------
<S> <C> <C>
U.S. Treasury Nts., 6/95 20 $2,000,000
</TABLE>
The market value of the open contracts was $2,078,125 at March 31, 1995,
with a net unrealized gain of $13,750.
4. Represents the current interest rate for a variable rate security.
5. Represents a zero coupon bond that converts to a fixed rate of interest
at a designated future date.
6. Represents a security sold under Rule 144A, which is exempt from
registration under the Securities Act of 1933, as amended. This security
has been determined to be liquid under guidelines established by the Board
of Trustees. These securities amount to $4,199,369 or 1.65% of the Fund's
net assets, at March 31, 1995.
7. Interest or dividend is paid in kind.
8. Identifies issues considered to be illiquid--See Note 7 of Notes to
Financial Statements.
9. Non-income producing--issuer is in default of interest payment.
10. Represents the current interest rate for an increasing rate security.
11. Partial interest payment received.
12. Non-income producing security.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES March 31, 1995 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
Investments, at value (including repurchase agreements of $67,100,000)
(cost $254,516,343)--see accompanying statement $253,279,432
- ----------------------------------------------------------------------------------------------------------------
Receivables:
Interest 4,638,533
Shares of beneficial interest sold 2,457,232
Investments sold 82,460
Receivable for daily variation on futures contracts 5,000
- ----------------------------------------------------------------------------------------------------------------
Other 24,157
-----------
Total assets 260,486,814
==========================================================
======================================================
LIABILITIES
Bank overdraft 167,697
- ----------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 4,515,125
Shares of beneficial interest redeemed 1,007,327
Dividends 239,941
Distribution and service plan fees--Note 6 136,852
Trustees' fees 1,914
Other 19,805
------------
Total liabilities 6,088,661
==========================================================
======================================================
NET ASSETS $254,398,153
============
==========================================================
======================================================
COMPOSITION OF NET ASSETS
Paid-in capital $260,386,593
- ----------------------------------------------------------------------------------------------------------------
Overdistributed net investment income (201,354)
- ----------------------------------------------------------------------------------------------------------------
Accumulated net realized loss from investment
and foreign currency transactions (4,563,925)
Net unrealized depreciation on investments and translation
of assets and liabilities denominated in foreign currencies (1,223,161)
------------
Net assets $254,398,153
============
==========================================================
======================================================
NET ASSET VALUE PER SHARE
Class A Shares:
Net asset value and redemption price per share (based on net assets
of $211,839,550 and 17,405,161 shares of beneficial interest outstanding) $12.17
Maximum offering price per share (net asset value plus sales charge
of 4.75% of offering price) $12.78
- ----------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $42,558,603 and 3,499,463 shares of beneficial interest outstanding) $12.16
See accompanying Notes to Financial Statements.
</TABLE>
14 Oppenheimer Champion High Yield Fund
<PAGE> 15
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Six Months Ended March 31, 1995 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME
Interest (net of foreign withholding taxes of $6,629) $9,879,424
- ----------------------------------------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $546) 41,921
----------
Total income 9,921,345
==========================================================
======================================================
EXPENSES
Management fees--Note 6 739,717
- ----------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A--Note 6 212,059
Class C--Note 6 164,812
- ----------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 6 62,251
- ----------------------------------------------------------------------------------------------------------------
Shareholder reports 51,537
- ----------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 16,427
- ----------------------------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 2,185
Class C 5,498
- ----------------------------------------------------------------------------------------------------------------
Legal and auditing fees 5,074
- ----------------------------------------------------------------------------------------------------------------
Trustees' fees and expenses 1,904
- ----------------------------------------------------------------------------------------------------------------
Other 1,912
----------
Total expenses 1,263,376
==========================================================
======================================================
NET INVESTMENT INCOME 8,657,969
==========================================================
======================================================
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, OPTIONS WRITTEN AND FOREIGN
CURRENCY TRANSACTIONS
Net realized loss from:
Investments (3,685,674)
Closing of options written (44,972)
Foreign currency transactions (11,546)
----------
Net realized loss (3,742,192)
- ----------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on:
Investments and options written 1,710,294
Translation of assets and liabilities denominated in foreign currencies (51,459)
----------
Net change 1,658,835
----------
Net realized and unrealized loss on investments, options written
and foreign currency transactions (2,083,357)
==========================================================
======================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $6,574,612
==========
</TABLE>
See accompanying Notes to Financial Statements.
15 Oppenheimer Champion High Yield Fund
<PAGE> 16
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN ASSETS
- ----------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
MARCH 31, 1995 SEPTEMBER 30,
(UNAUDITED) 1994
==========================================================
======================================================
<S> <C> <C>
OPERATIONS
Net investment income $ 8,657,969 $ 12,321,861
- ----------------------------------------------------------------------------------------------------------------
Net realized loss on investments, options written and
foreign currency transactions (3,742,192) (587,272)
- ----------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation
on investments, options written and translation of assets
and liabilities denominated in foreign currencies 1,658,835 (5,840,526)
------------ ------------
Net increase in net assets resulting from operations 6,574,612 5,894,063
==========================================================
======================================================
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income:
Class A ($.497 and $1.102 per share, respectively) (7,393,218) (11,428,985)
Class C ($.450 and $.765 per share, respectively) (1,233,476) (828,957)
- ----------------------------------------------------------------------------------------------------------------
Dividends in excess of net investment income:
Class A ($.006 per share) -- (59,802)
Class C ($.004 per share) -- (4,337)
- ----------------------------------------------------------------------------------------------------------------
Distributions from net realized gain on investments,
options written and foreign currency transactions:
Class A ($.002 per share) (26,483) --
Class C ($.002 per share) (4,572) --
- ----------------------------------------------------------------------------------------------------------------
Distributions in excess of net realized gain on investments,
options written and foreign currency transactions:
Class A ($.189 per share) -- (1,773,705)
Class C ($.189 per share) -- (25,332)
==========================================================
======================================================
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from Class A beneficial
interest transactions--Note 2 53,110,963 63,236,754
- ----------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from Class C beneficial
interest transactions--Note 2 15,121,819 28,773,777
==========================================================
======================================================
NET ASSETS
Total increase 66,149,645 83,783,476
- ----------------------------------------------------------------------------------------------------------------
Beginning of period 188,248,508 104,465,032
------------ ------------
End of period (including overdistributed net investment income
of $201,354 and $232,629, respectively) $254,398,153 $188,248,508
------------ ------------
</TABLE>
See accompanying Notes to Financial Statements.
16 Oppenheimer Champion High Yield Fund
<PAGE> 17
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------------------------
SIX MONTHS ENDED
MARCH 31, 1995 YEAR ENDED SEPTEMBER 30,
(UNAUDITED) 1994 1993 1992 1991 1990
==========================================================
==========================================================
=============
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 12.32 $ 12.90 $ 12.26 $ 11.49 $ 10.46 $ 11.53
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .50 1.10 1.22 1.41 1.45 1.43
Net realized and unrealized gain
(loss) on investments, options written
and foreign currency transactions (.15) (.38) .64 .77 1.04 (1.08)
-------- ------ ------ ------ ------ ------
Total income from investment
operations .35 .72 1.86 2.18 2.49 .35
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income (.50) (1.10) (1.22) (1.41) (1.46) (1.42)
Dividends in excess of net
investment income -- (.01) -- -- -- --
Distributions from net realized gain
on investments, options written
and foreign currency transactions --(2) -- -- -- -- --
Distributions in excess of net realized
gain on investments, options written
and foreign currency transactions -- (.19) -- -- -- --
-------- ------ ------ ------ ------ ------
Total dividends and distributions
to shareholders (.50) (1.30) (1.22) (1.41) (1.46) (1.42)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.17 $ 12.32 $ 12.90 $ 12.26 $ 11.49 $ 10.46
======== ======== ======= =======
======= =======
==========================================================
==========================================================
=============
TOTAL RETURN, AT NET ASSET VALUE(3) 2.96% 5.61% 15.92% 19.94% 25.62%
3.13%
==========================================================
==========================================================
=============
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $211,840 $160,505 $104,465 $47,125 $16,044 $13,910
- ---------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $179,227 $135,431 $ 73,334 $28,270 $14,057 $17,163
- ---------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding at
end of period (in thousands) 17,405 13,026 8,096 3,844 1,397 1,330
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 8.32%(4) 8.49% 9.52% 11.60% 13.49% 12.92%
Expenses 1.07%(4) 1.22% 1.24% 1.35% 1.49% 1.40%
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5) 43.0% 108.0% 116.2% 121.5% 114.8% 67.8%
</TABLE>
<TABLE>
<CAPTION>
CLASS C
--------------------------
SIX MONTHS PERIOD
ENDED ENDED
MARCH 31, 1995 SEPT. 30,
(UNAUDITED) 1994(1)
==========================================================
================
<S> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 12.32 $ 13.13
- --------------------------------------------------------------------------
Income from investment operations:
Net investment income .45 .75
Net realized and unrealized gain
(loss) on investments, options written
and foreign currency transactions (.16) (.60)
------ ------
Total income from investment
operations .29 .15
- --------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income (.45) (.77)
Dividends in excess of net
investment income -- --(2)
Distributions from net realized gain
on investments, options written
and foreign currency transactions --(2) --
Distributions in excess of net realized
gain on investments, options written
and foreign currency transactions -- (.19)
------ ------
Total dividends and distributions
to shareholders (.45) (.96)
- --------------------------------------------------------------------------
Net asset value, end of period $ 12.16 $ 12.32
======= =======
==========================================================
================
TOTAL RETURN, AT NET ASSET VALUE(3) 2.48% 1.11%
==========================================================
================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $42,559 $27,743
- --------------------------------------------------------------------------
Average net assets (in thousands) $33,041 $13,693
- --------------------------------------------------------------------------
Number of shares outstanding at
end of period (in thousands) 3,499 2,251
- --------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 7.42%(4) 7.24%(4)
Expenses 1.84%(4) 1.94%(4)
- --------------------------------------------------------------------------
Portfolio turnover rate(5) 43.0% 108.0%
</TABLE>
1. For the period from December 1, 1993 (inception of offering) to
September 30, 1994.
2. Less than $.005 per share.
3. 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. Total
returns are not annualized for periods of less than one full year.
4. Annualized.
5. 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 six months ended March 31, 1995 were
$98,005,720 and $61,346,038, respectively. See accompanying Notes to
Financial Statements.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
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 the close of the
New York Stock Exchange on each trading day. Listed and unlisted
securities for which such information is regularly reported are valued at
the last sale price of the day or, in the absence of sales, at values
based on the closing bid or asked price or the last sale price on the
prior trading day. Long-term and short-term "non-money market" debt
securities are valued by a portfolio pricing service approved by the Board
of Trustees. Such securities which cannot be valued by the approved
portfolio pricing service are valued using dealer-supplied valuations
provided the Manager is satisfied that the firm rendering the quotes is
reliable and that the quotes reflect current market value, or under
consistently applied procedures established by the Board of Trustees to
determine fair value in good faith. Short-term "money market type" debt
securities having a remaining maturity of 60 days or less are valued at
cost (or last determined market value) adjusted for amortization to
maturity of any premium or discount. Forward contracts are valued based
on the closing prices of the forward currency contract rates in the
London foreign exchange markets on a daily basis as provided by a reliable
bank or dealer. Options are valued based upon the last sale 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 price on the
prior trading date if it is within the spread between the closing bid and
asked prices. If the last sale price is outside the spread, the closing
bid or asked price closest to the last reported sale price is used.
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
March 31, 1995, securities with an aggregate market value of $1,582,674,
representing .62% of the Fund's net 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 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. The market value of the
underlying securities is required to be at least 102% of the resale price
at the time of purchase. If the seller of the agreement defaults and the
value of the collateral declines, or if the seller enters an insolvency
proceeding, realization of the value of the collateral by the Fund may be
delayed or limited.
ALLOCATION OF INCOME, EXPENSES AND GAINS AND LOSSES. Income, expenses
(other than those attributable to a specific class) and gains and losses
are allocated daily to each class of shares based upon the relative
proportion of net assets represented by such class. Operating expenses
directly attributable to a specific class are charged against the
operations of that class.
FEDERAL TAXES. The Fund intends to continue to comply with provisions of
the Internal Revenue Code applicable to regulated investment companies and
to distribute all of its taxable income, including any net realized gain
on investments not offset by loss carryovers, to shareholders. Therefore,
no federal income or excise tax provision is required.
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.
CLASSIFICATION OF DISTRIBUTIONS TO SHAREHOLDERS. Net investment income
(loss) and net realized gain (loss) may differ for financial statement and
tax purposes primarily because of paydown gains and losses and the
recognition of certain foreign currency gains (losses) as ordinary income
(loss) for tax purposes. The character of the distributions made during
the year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due
to timing of dividend distributions, the fiscal year in which amounts are
distributed may differ from the year that the income or realized gain
(loss) was recorded by the Fund. 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.
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:
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31, 1995 YEAR ENDED SEPTEMBER 30, 1994(1)
------------------------------- ---------------------------------
SHARES AMOUNT SHARES AMOUNT
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A:
Sold 7,057,544 $ 85,589,259 10,281,508 $ 131,255,862
Dividends and distributions reinvested 404,417 4,904,681 665,353 8,503,155
Redeemed (3,082,696) (37,382,977) (6,017,355) (76,522,263)
---------- ------------ ----------- -------------
Net increase 4,379,265 $ 53,110,963 4,929,506 $ 63,236,754
========== ============ ===========
=============
-------------
Class C:
Sold 1,496,234 $ 18,127,180 2,447,647 $ 31,251,062
Dividends and distributions reinvested 66,421 804,792 45,942 574,950
Redeemed (314,611) (3,810,153) (242,170) (3,052,235)
---------- ------------ ----------- -------------
Net increase 1,248,044 $ 15,121,819 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 March 31, 1995, net unrealized depreciation on investments and options
written of $1,236,911 was composed of gross appreciation of $3,602,641,
and gross depreciation of $4,839,552.
4. OPTION ACTIVITY
The Fund may buy and sell put and call options, or write covered call
options on portfolio securities in order to produce incremental earnings
or protect against changes in the value of portfolio securities.
The Fund generally purchases put options or writes covered call options
to hedge against adverse movements in the value of portfolio holdings.
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.
Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is
exercised, the proceeds on sales for a written call option, the purchase
cost for a written put option, or the cost of the security for a purchased
put or call option is adjusted by the amount of premium received or paid.
In this report, securities designated to cover outstanding call options
are noted in the Statement of Investments. Shares subject to call,
expiration date, exercise price, premium received and market value are
detailed in a footnote to the Statement of Invest ments. Options written
are reported as a liability in the Statement of Assets and Liabilities.
Gains and losses are reported in the Statement of Operations.
The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and
the option is exercised. The risk in writing a put option is that the Fund
may incur a loss if the market price of the security decreases and the
option is exercised. The risk in buying an option is that the Fund pays
a premium whether or not the option is exercised. The Fund also has the
additional risk of not being able to enter into a closing transaction if
a liquid secondary market does not exist.
Written call option activity for the six months ended March 31, 1995 was
as follows:
<TABLE>
<CAPTION>
NUMBER OF AMOUNT OF
OPTIONS PREMIUMS
- -----------------------------------------------------------------------
<S> <C> <C>
Options outstanding at September 30, 1994 2,321,848 $ 29,435
Options closed (2,321,848) (29,435)
--------- --------
Options outstanding at March 31, 1995 -- $ --
========= ========
</TABLE>
The cost of canceling options in closing purchase transactions was
$15,537, resulting in a net short-term loss of $44,972.
5. FUTURES CONTRACTS
The Fund may buy and sell futures contracts in order to gain exposure to
or protect against changes in interest rates. The Fund may also buy or
write put or call options on these futures contracts.
The Fund generally sells futures contracts to hedge against increases in
interest rates and the resulting negative effect on the value of fixed
rate portfolio securities. The Fund may also purchase futures contracts
to gain exposure to changes in interest rates as it may be more efficient
or cost effective than actually buying fixed income securities.
Upon entering into a futures contract, the Fund is required to deposit
either cash or securities in an amount (initial margin) equal to a certain
percentage of the contract value. Subsequent payments (variation margin)
are made or received by the Fund each day. The variation margin payments
are equal to the daily changes in the contract value and are recorded as
unrealized gains and losses. The Fund recognizes a realized gain or loss
when the contract is closed or expires.
Securities held in collateralized accounts to cover initial margin
requirements on open futures contracts are noted in the Statement of
Investments. The Statement of Assets and Liabilities reflects a receivable
or payable for the daily mark to market for variation margin.
Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the
value of the contract or option may not correlate with changes in the
value of the underlying securities.
At March 31, 1995, the Fund had outstanding futures contracts to sell debt
securities as follows:
<TABLE>
<CAPTION>
NUMBER OF VALUATION AS OF UNREALIZED
SECURITY EXPIRATION DATE FUTURES CONTRACTS MARCH 31, 1995
APPRECIATION
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Nts. 6/95 20 $2,078,125 $13,750
</TABLE>
6. 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 state
regulatory limit on Fund expenses.
For the six months ended March 31, 1995, commissions (sales charges paid
by investors) on sales of Class A shares totaled $1,084,104, of which
$276,341 was retained by Oppenheimer Funds Distributor, Inc. (OFDI), a
subsidiary of the Manager, as general distributor, and by an affiliated
broker/dealer. Sales charges advanced to broker/dealers by OFDI on sales
of the Fund's Class C shares totaled $163,808 of which $3,767 was paid to
an affiliated broker/dealer. During the six months ended March 31, 1995,
OFDI received contingent deferred sales charges of $14,765 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 six months ended March 31, 1995, OFDI paid $6,926 and $1,010,
respectively, to an affiliated broker/dealer as reimbursement for Class
A and Class C personal service and maintenance expenses and retained
$161,247 as reimbursement for Class C sales commissions and service fee
advances, as well as financing costs.
7. ILLIQUID SECURITIES
At March 31, 1995, investments in securities included issues that are
illiquid or restricted. The securities are often purchased in private
placement transactions, are not registered under the Securities Act of
1933, may have contractual restrictions on resale, and are valued under
methods approved by the Board of Trustees as reflecting fair value. The
Fund intends to invest no more than 10% of its net assets (determined at
the time of purchase) in illiquid or restricted securities. The aggregate
value of these securities subject to this limitation at March 31, 1995 was
$1,135,241 which represents .45% of the Fund's net assets. Information
concerning these securities is as follows:
<TABLE>
<CAPTION>
VALUATION PER
UNIT AS OF
SECURITY ACQUISITION DATE COST PER UNIT MARCH
31, 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arizona Charlie's, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00 11/18/93 $ 100.00 $ 81.50
- ----------------------------------------------------------------------------------------------------------------------------------
Becker Gaming, Inc. Wts., Exp. 11/00 11/18/93 $ 2.00 $ 2.00
- ----------------------------------------------------------------------------------------------------------------------------------
Capitol Queen & Casino, Inc., 12% Fst. Mtg. Nts., Series A, 11/15/00 11/18/93 $ 89.94 $ 91.50
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
Purity Supreme, Inc. Wts., Exp. 8/97 10/25/93 $ -- $ .02
- ----------------------------------------------------------------------------------------------------------------------------------
Triangle Wire & Cable, Inc. Common Stock 5/2/94 $ 9.50 $ 4.00
</TABLE>
Pursuant to guidelines adopted by the Board of Trustees, certain
unregistered securities are determined to be liquid and are not included
within the 10% limitation specified above.
<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
- ------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
October 21, 1994
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>
4 Oppenheimer Champion High Yield Fund
<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>
5 Oppenheimer Champion High Yield Fund
<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>
6 Oppenheimer Champion High Yield Fund
<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>
7 Oppenheimer Champion High Yield Fund
<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>
8 Oppenheimer Champion High Yield Fund
<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>
9 Oppenheimer Champion High Yield Fund
<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>
10 Oppenheimer Champion High Yield Fund
<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
====== ============
</TABLE>
(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>
<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.
11 Oppenheimer Champion High Yield Fund
<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.
12 Oppenheimer Champion High Yield Fund
<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.
13 Oppenheimer Champion High Yield Fund
<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.
14 Oppenheimer Champion High Yield Fund
<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.
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:
<TABLE>
<CAPTION>
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
contingent 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>
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)
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
<PAGE>
OPPENHEIMER CHAMPION INCOME FUND
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Highlights - See Parts A and B: Filed herewith
(2) Independent Auditors' Report - See Part B: Filed herewith
(3) Statement of Investments - See Part B: Filed herewith
(4) Statement of Assets and Liabilities - See Part B: Filed herewith
(5) Statement of Operations - See Part B: Filed herewith
(6) Statement of Changes in Net Assets - See Part B: Filed herewith
(7) Notes to Financial Statements - See Part B: Filed herewith
(b) Exhibits
(1) Amended and Restated Declaration of Trust made as of 8/22/95 -
Filed herewith.
(2) Restated By-Laws as amended through 6/26/90 - Filed with Post-
Effective Amendment No. 9 to Registrant's Registration Statement,
1/29/92, and refiled with Registrant's Post-Effective Amendment No. 13,
1/27/95, pursuant to Item 102 of Regulation S-T.
(3) Not applicable.
(4)(i) Specimen Class A Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 14 (7/27/95), pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 14, (7/27/95) pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 14, (7/27/95) pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.
(5) Investment Advisory Agreement dated 10/22/90 - Filed with Post-
Effective Amendment No. 6 to the Registrant's Registration Statement,
1/25/91, and refiled with Registrant's Post-Effective Amendment No. 13,
1/27/95, pursuant to Item 102 of Regulation S-T and incorporated herein
by reference.
(6)(i) General Distributor's Agreement dated 10/13/92: Filed with Post-
Effective Amendment No. 10 to Registrant's Registration Statement,
1/28/93, and refiled with Registrant's Post-Effective Amendment No. 13,
1/27/95, pursuant to Item 102 of Regulation S-T and incorporated herein
by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer Agreement:
Filed with Post-Effective Amendment No. 14 of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker Agreement:
Filed with Post-Effective Amendment No. 14 of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency Agreement:
Filed with Post-Effective Amendment No. 14 of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(v) Broker Agreement between Oppenheimer Funds Distributor, Inc. and
Newbridge Securities dated 10/1/86: Filed with Post-Effective
Amendment No. 25 to the Registration Statement of Oppenheimer Special
Fund (Reg. No. 2-45272), 11/1/86, refiled with Post-Effective Amendment
No. 45 of Oppenheimer Special Fund (reg. No. 2-45272), 8/22/94,
pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.
(7) Not applicable
(8) Custody Agreement dated 10/6/92 between Registrant and The Bank of
New York: Filed with Post-Effective Amendment No. 10 to Registrant's
Registration Statement, 1/28/93, and refiled with Registrant's Post-
Effective Amendment No. 13, 1/27/95, pursuant to Item 102 of Regulation
S-T and incorporated herein by reference.
(9) Not applicable.
(10) Opinion and Consent of Counsel dated 9/30/87: Filed with
Registrant's Pre-Effective Amendment No. 2, 10/6/87, and refiled with
Registrant's Post-Effective Amendment No. 13, 1/27/95, pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(11) Independent Auditors Consent: Filed herewith.
(12) Not applicable.
(13)Investment Letter dated 10/1/87 from Champion Asset Management
Corporation to Registrant: Filed with Registrant's Post-Effective
Amendment No. 1, 4/28/88, and incorporated herein by reference.
(14)(i) Form of Individual Retirement Account Trust Agreement: Filed with
Post-Effective Amendment No. 21 to the Registration Statement of
Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 8/25/93, and
incorporated herein by reference.
(ii) Form of Prototype Standardized and Non-Standardized Profit Sharing
Plan and Money Purchase Pension Plan For Self-Employed Persons in
corporations: filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer Mortgage Income Fund (Reg. No. 33-
6614), 1/19/95, and incorporated herein by reference.
(iii) Form of Tax-Sheltered Retirement Plan and Custody Agreement for
employees of public schools and tax-exempt organizations: Filed with
Post-Effective Amendment No. 47 of Oppenheimer Growth Fund (File No. 2-
45272), 10/21/94 and incorporated herein by reference.
(iv) Form of Simplified Employee Pension IRA: Filed with Post-Effective
Amendment No. 42 of Oppenheimer Equity Income Fund (File No. 2-33043),
10/28/94, and incorporated herein by reference.
(v) Form of SAR SEP Simplified Employee Pension IRA: Filed with Post-
Effective Amendment No. 15 to the Registration Statement of Oppenheimer
Mortgage Income Fund (Reg. No. 33-6614), 1/19/95, and incorporated herein
by reference.
(15)(i) Service Plan and Agreement for Class A Shares dated 6/22/93 under
Rule 12b-1 of the Investment Company Act of 1940: Filed with Post-
Effective Amendment No. 11 to Registrant's Registration Statement,
11/30/93, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement for Class B shares dated
10/1/95 under Rule 12b-1 of the Investment Company Act of 1940: Filed with
Post-Effective Amendment No. 14 to Registrant's Registration Statement
(7/27/95) and incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement for Class C Shares dated
12/1/93 under Rule 12b-1 of the Investment Company Act of 1940: Filed with
Post-Effective Amendment No. 13 to Registrant's Registration Statement,
1/27/95, and incorporated herein by reference.
(16) Performance Data Computation Schedule: Filed herewith.
(17)(i) Financial Data Schedule for Class A Shares: Filed herewith.
(ii) Financial Data Schedule for Class C Shares: Filed herewith.
-- Powers of Attorney: Filed with Amendment No. 11 to Registrant's
Registration Statement, 11/30/93, and incorporated herein by reference.
(18) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of September 25, 1995
Class A Shares of Beneficial Interest 16,095
Class B Shares of Beneficial Interest 0
Class C Shares of Beneficial Interest 3,344
Item 27. Indemnification
Reference is made to the provisions of Article SEVENTH of Registrant's
Declaration of Trust filed as Exhibit 24(b)(1) to this Registration
Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons
of Registrant pursuant to the foregoing provisions or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee,
officer or controlling person, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Item 28. Business and Other Connections of Investment Adviser
(a) Oppenheimer Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts
A and B hereof and listed in Item 28(b) below.
(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of Oppenheimer Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or
trustee.
<TABLE>
<CAPTION>
Name & Current Position
with Oppenheimer Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
<S> <C>
Lawrence Apolito, None.
Vice President
James C. Ayer, Jr., Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Gold & Special Minerals Fund and
Oppenheimer Global Emerging Growth Fund.
Victor Babin, None.
Senior Vice President
Bruce Bartlett, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, Inc. and
Oppenheimer Variable Account Funds;
formerly a Vice President and Senior
Portfolio Manager at First of America
Investment Corp.
Robert J. Bishop Assistant Treasurer of the OppenheimerFunds
Assistant Vice President (listed below); previously a Fund Controller
for Oppenheimer Management Corporation (the
"Manager").
George Bowen Treasurer of the New York-based
Senior Vice President OppenheimerFunds; Vice President, Secretary
and Treasurer and Treasurer of the Denver-based
OppenheimerFunds. Vice President and
Treasurer of Oppenheimer Funds Distributor,
Inc. (the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OMC; Senior Vice President,
Treasurer, Assistant Secretary and a
director of Centennial Asset Management
Corporation ("Centennial"), an investment
adviser subsidiary of the Manager; Vice
President, Treasurer and Secretary of
Shareholder Services, Inc. ("SSI") and
Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of
OMC; President, Treasurer and Director of
Centennial Capital Corporation; Vice
President and Treasurer of Main Street
Advisers; formerly Senior Vice President/
Comptroller and Secretary of Oppenheimer
Asset Management Corporation ("OAMC"), an
investment adviser which was a subsidiary of
the OMC.
Michael A. Carbuto, Vice President and Portfolio Manager of
Vice President Oppenheimer Tax-Exempt Cash Reserves,
Centennial California Tax Exempt Trust,
Centennial New York Tax Exempt Trust and
Centennial Tax Exempt Trust; Vice President
of Centennial.
William Colbourne, Formerly, Director of Alternative Staffing
Assistant Vice President Resources, and Vice President of Human
Resources, American Cancer Society.
Lynn Coluccy, Vice President Formerly Vice President/Director of Internal
Audit of the Manager.
O. Leonard Darling, Formerly Co-Director of Fixed Income for
Executive Vice President State Street Research & Management Co.
Robert A. Densen, None.
Senior Vice President
Robert Doll, Jr., Vice President and Portfolio Manager of
Executive Vice President Oppenheimer Growth Fund, Oppenheimer
Target Fund and Oppenheimer Variable Account
Funds; Senior Vice President and
Portfolio Manager of Strategic Income &
Growth Fund.
John Doney, Vice President Vice President and Portfolio Manager of
Oppenheimer Equity Income Fund.
Andrew J. Donohue, Secretary of the New York-based
Executive Vice President OppenheimerFunds; Vice President of the
& General Counsel Denver-based OppenheimerFunds; Executive
Vice President, Director and General Counsel
of the Distributor; formerly Senior Vice
President and Associate General Counsel of
the Manager and the Distributor.
Kenneth C. Eich, Treasurer of Oppenheimer Acquisition
Executive Vice President/ Corporation
Chief Financial Officer
George Evans, Vice President Vice President and Portfolio Manager of
Oppenheimer Global Securities Fund.
Scott Farrar, Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President previously a Fund Controller for the
Manager.
Katherine P.Feld Vice President and Secretary of Oppenheimer
Vice President and Funds Distributor, Inc.; Secretary of
Secretary HarbourView, Main Street Advisers, Inc. and
Centennial; Secretary, Vice President and
Director of Centennial Capital Corp.
Jon S. Fossel, President and director of Oppenheimer
Chairman of the Board, Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer parent holding company; President, and
and Director a director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and
Managing General Partner of the Denver-based
OppenheimerFunds; formerly President of the
Manager. President and Chairman of the Board
of Main Street Advisers, Inc.
Robert G. Galli, Trustee of the New York-based
Vice Chairman OppenheimerFunds; Vice President and Counsel
of OAC; formerly he held the following
positions: a director of the Distributor,
Vice President and a director of HarbourView
and Centennial, a director of SFSI and SSI,
an officer of other OppenheimerFunds and
Executive Vice President & General Counsel
of the Manager and the Distributor.
Linda Gardner, None.
Assistant Vice President
Ginger Gonzalez, Formerly 1st Vice President/Director of
Vice President Creative Services for Shearson Lehman
Brothers.
Dorothy Grunwager, None.
Assistant Vice President
Caryn Halbrecht, Vice President and Portfolio Manager of
Vice President Oppenheimer Insured Tax-Exempt Bond Fund and
Oppenheimer Intermediate Tax Exempt Bond
Fund; an officer of other OppenheimerFunds;
formerly Vice President of Fixed Income
Portfolio Management at Bankers Trust.
Barbara Hennigar, President and Director of Shareholder
President and Chief Financial Service, Inc.
Executive Officer of
Oppenheimer Shareholder
Services, a division of OMC.
Alan Hoden, Vice President None.
Merryl Hoffman, None.
Vice President
Scott T. Huebl, None.
Assistant Vice President
Jane Ingalls, Formerly a Senior Associate with Robinson,
Assistant Vice President Lake/Sawyer Miller.
Bennett Inkeles, Formerly employed by Doremus & Company, an
Assistant Vice President advertising agency.
Stephen Jobe, None.
Vice President
Heidi Kagan None.
Assistant Vice President
Avram Kornberg, Formerly a Vice President with Bankers
Vice President Trust.
Paul LaRocco, Portfolio Manager of Oppenheimer Capital
Assistant Vice President Appreciation Fund; Associate Portfolio
Manager of Oppenheimer Discovery Fund and
Oppenheimer Time Fund. Formerly a
Securities Analyst for Columbus Circle
Investors.
Mitchell J. Lindauer, None.
Vice President
Loretta McCarthy, None.
Senior Vice President
Bridget Macaskill, Director of HarbourView; Director of Main
President and Director Street Advisers, Inc.; and Chairman of
Shareholder Services, Inc.
Sally Marzouk, None.
Vice President
Marilyn Miller, Formerly a director of marketing for
Vice President TransAmerica Fund Management Company.
Denis R. Molleur, None.
Vice President
Kenneth Nadler, None.
Vice President
David Negri, Vice President and Portfolio Manager of
Vice President Oppenheimer Strategic Bond Fund, Oppenheimer
Multiple Strategies Fund, Oppenheimer
Strategic Investment Grade Bond Fund,
Oppenheimer Asset Allocation Fund,
Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Short-Term Income
Fund, Oppenheimer High Income Fund and
Oppenheimer Bond Fund; an officer of other
OppenheimerFunds.
Barbara Niederbrach, None.
Assistant Vice President
Stuart Novek, Formerly a Director Account Supervisor for
Vice President J. Walter Thompson.
Robert A. Nowaczyk, None.
Vice President
Robert E. Patterson, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Main Street California Tax-
Exempt Fund, Oppenheimer Insured Tax-Exempt
Bond Fund, Oppenheimer Intermediate Tax-
Exempt Bond Fund, Oppenheimer Florida Tax-
Exempt Fund, Oppenheimer New Jersey Tax-
Exempt Fund, Oppenheimer Pennsylvania Tax-
Exempt Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer New York Tax-Exempt
Fund and Oppenheimer Tax-Free Bond Fund;
Vice President of the New York Tax-Exempt
Income Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust.
Tilghman G. Pitts III, Chairman and Director of the Distributor.
Executive Vice President
and Director
Jane Putnam, Associate Portfolio Manager of Oppenheimer
Assistant Vice President Growth Fund and Oppenheimer Target Fund and
Portfolio Manager for Oppenheimer Variable
Account Funds-Growth Fund; Senior Investment
Officer and Portfolio Manager with Chemical
Bank.
Russell Read, Formerly an International Finance Consultant
Vice President for Dow Chemical.
Thomas Reedy, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust; an officer of other
OppenheimerFunds; formerly a Securities
Analyst for the Manager.
David Robertson, None.
Vice President
Adam Rochlin, Formerly a product manager for Metropolitan
Assistant Vice President Life Insurance Company.
David Rosenberg, Vice President and Portfolio Manager of
Vice President Oppenheimer Limited-Term Government Fund and
Oppenheimer U.S. Government Trust. Formerly
Vice President and Senior Portfolio Manager
for Delaware Investment Advisors.
Richard H. Rubinstein, Vice President and Portfolio Manager of
Vice President Oppenheimer Asset Allocation Fund,
Oppenheimer Fund and Oppenheimer Multiple
Strategies Fund; an officer of other
OppenheimerFunds; formerly Vice President
and Portfolio Manager/Security Analyst for
Oppenheimer Capital Corp., an investment
adviser.
Lawrence Rudnick, Formerly Vice President of Dollar Dry Dock
Assistant Vice President Bank.
James Ruff, None.
Executive Vice President
Ellen Schoenfeld, None.
Assistant Vice President
Diane Sobin, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, Inc. and
Oppenheimer Variable Account Funds;
formerly a Vice President and Senior
Portfolio Manager for Dean Witter
InterCapital, Inc.
Nancy Sperte, None.
Senior Vice President
Donald W. Spiro, President and Trustee of the New York-based
Chairman Emeritus OppenheimerFunds; formerly Chairman of the
and Director Manager and the Distributor.
Arthur Steinmetz, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Investment Grade Bond
Fund, Oppenheimer Strategic Short-Term
Income Fund; an officer of other
OppenheimerFunds.
Ralph Stellmacher, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Champion High Yield Fund and
Oppenheimer High Yield Fund; an officer of
other OppenheimerFunds.
John Stoma, Vice President Formerly Vice President of Pension Marketing
with Manulife Financial.
James C. Swain, Chairman, CEO and Trustee, Director or
Vice Chairman of the Managing Partner of the Denver-based
Board of Directors OppenheimerFunds; President and a Director
and Director of Centennial; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.
James Tobin, Vice President None.
Jay Tracey, Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Discovery Fund. Formerly
Managing Director
of Buckingham Capital Management.
Gary Tyc, Vice President, Assistant Treasurer of the Distributor and
Assistant Secretary SFSI.
and Assistant Treasurer
Ashwin Vasan, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust: an officer of other
OppenheimerFunds.
Valerie Victorson, None.
Vice President
Dorothy Warmack, Vice President and Portfolio Manager of
Vice President Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Centennial Government
Trust and Centennial Money Market Trust;
Vice President of Centennial.
Christine Wells, None.
Vice President
William L. Wilby, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Global Fund and Oppenheimer
Global Growth & Income Fund; Vice President
of HarbourView; an officer of other
OppenheimerFunds.
Susan Wilson-Perez, None.
Vice President
Carol Wolf, Vice President and Portfolio Manager of
Vice President Oppenheimer Money Market Fund, Inc.,
Centennial America Fund, L.P., Centennial
Government Trust, Centennial Money Market
Trust and Daily Cash Accumulation Fund,
Inc.; Vice President of Oppenheimer Multi-
Sector Income Trust; Vice President of
Centennial.
Robert G. Zack, Associate General Counsel of the Manager;
Senior Vice President Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary Assistant Secretary of SSI, SFSI; an officer
of other OppenheimerFunds.
Eva A. Zeff, An officer of certain OppenheimerFunds;
Assistant Vice President formerly a Securities Analyst for the
Manager.
Arthur J. Zimmer, Vice President and Portfolio Manager of
Vice President Centennial America Fund, L.P., Oppenheimer
Money Fund, Centennial Government Trust,
Centennial Money Market Trust and Daily Cash
Accumulation Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust; Vice
President of Centennial; an officer of other
OppenheimerFunds.
</TABLE>
The OppenheimerFunds include the New York-based OppenheimerFunds and
the Denver-based OppenheimerFunds set forth below:
New York-based OppenheimerFunds
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Trust
Oppenheimer Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer U.S. Government Trust
Denver-based OppenheimerFunds
Oppenheimer Cash Reserves
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Oppenheimer Champion High Yield Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Funds Trust
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Tax-Exempt Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
The address of Oppenheimer Management Corporation, the New York-
based OppenheimerFunds, Oppenheimer Funds Distributor, Inc., Harbourview
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York, New
York 10048-0203.
The address of the Denver-based OppenheimerFunds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., Oppenheimer
Shareholder Services, Centennial Asset Management Corporation, Centennial
Capital Corp., and Main Street Advisers, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.
Item 29. Principal Underwriter
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Part A and B of
this Registration Statement and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
<TABLE>
<CAPTION>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
George Clarence Bowen+ Vice President & Treasurer Vice
President,
Secretary and
Treasurer
Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.
Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Mary Crooks+ Vice President None
Paul Della Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561
Andrew John Donohue* Executive Vice Vice President
President & Director
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Wendy Fishler* Vice President- None
Financial Institution Div.
Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033
Ronald R. Foster Senior Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249
Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065
Ilene Kutno* Assistant Vice President None
Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Laura Mulhall* Senior Vice President - None
Director of Key Accounts
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Joseph Norton Vice President None
1550 Bryant Street
San Francisco, CA 94103
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
664 Circuit Road
Portsmouth, NH 03801
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.
Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038
James Ruff* President None
Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448
James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614
Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202
Paul Stickney Vice President None
1314 Log Cabin Lane
St. Louis, MO 63124
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
Dave Thomas Vice President - None
3410 South Galena St. Financial Institution Div.
Executive Suites, 3rd Fl.
Denver, CO 80231
Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
Bernard J. Wolocko Vice President None
33915 Grand River
Farmington, MI 48335
William Harvey Young+ Vice President None
</TABLE>
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
(c) Not applicable.
Item 29. Principal Underwriter
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Part A and B of
this Registration Statement and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
<TABLE>
<CAPTION>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ----------------- --------------------- ----------------
<S> <C> <C>
George Clarence Bowen+ Vice President & Treasurer Vice President,
Secretary,
and Treasurer
Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.
Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Ronald Corlew Vice President None
1020 Montecito Drive
Los Angeles, CA 90031
Mary Crooks+ Vice President None
Paul Della Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561
Andrew John Donohue* Executive Vice Vice President
President & Director
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Gregory Farley Vice President - None
1116 Westbury Circle Financial Institution Div.
Eagan, MN 55123
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033
Ronald R. Foster Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249
Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464
Terry Lee Kelley Vice President - None
1431 Woodview Lane Financial Institution Div.
Commerce Township, MI 48382
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065
Ilene Kutno* Assistant Vice President None
Wayne A. LeBlang Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Laura Mulhall* Vice President - None
Director of Key Accounts
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
1900 Eight Avenue
San Francisco, CA 94116
Bill Prescutti Vice President None
664 Circuit Road
Portsmouth, NH 03801
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.
Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001
David Robertson Vice President None
9 Hawks View
Hoeoye Falls, NY 14472
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038
James Ruff* President None
Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448
James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614
Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202
Paul Stickney Vice President None
1314 Log Cabin Lane
St. Louis, MO 63124
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
Bernard J. Wolocko Vice President None
33915 Grand River
Farmington, MI 48335
William Harvey Young+ Vice President None
</TABLE>
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder
are in the possession of Oppenheimer Management Corporation at
its offices at 3410 South Galena Street, Denver, Colorado 80231.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement certifies that it meets all of the requirements for
the effectiveness of this Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver and State
of Colorado on the 26th day of September, 1995.
OPPENHEIMER CHAMPION INCOME FUND
/s/ James C. Swain*
by: --------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
<TABLE>
<CAPTION>
Signatures: Title Date
- ----------- ----------------- --------------
<S> <C> <C>
/s/ James C. Swain* Chairman of the Board September 26, 1995
- ---------------------- of Trustees and
James C. Swain Principal Executive
Officer
/s/ Jon S. Fossel* Trustee and President September 26, 1995
- ----------------------
Jon S. Fossel
/s/ George Bowen* Treasurer and September 26, 1995
- ---------------------- Principal Financial
George Bowen and Accounting Officer
/s/ Robert G. Avis* Trustee September 26, 1995
Robert G. Avis
/s/ William A. Baker* Trustee September 26, 1995
- ----------------------
William A. Baker
/s/ Charles Conrad, Jr.*
- ----------------------- Trustee September 26, 1995
Charles Conrad, Jr.
/s/ Raymond K. Kalinowski* Trustee September 26, 1995
- ---------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee September 26, 1995
- ----------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee September 26, 1995
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee September 26, 1995
- ----------------------
Ned M. Steel
*By: /s/ Robert G. Zack
-------------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
FORM N-1A
OPPENHEIMER CHAMPION INCOME FUND
EXHIBIT INDEX
Item No. Description
24(b)(1) Amended and Restated Declaration of Trust
dated 8/22/95
24(b)(11) Independent Auditor's Consent
24(b)(16) Performance Calculations
24(b)(17)(i) Financial Data Schedule for Class A Shares
24(b)(17)(ii) Financial Data Schedule for Class C Shares
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OPPENHEIMER CHAMPION INCOME FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of August
22, 1995, by and among the individuals executing this Amended and
Restated Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Champion High Yield Fund - USA
(the "Fund") as a trust fund under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds contributed
thereto, under a Declaration of Trust dated August 10, 1987, which was
amended by a Restated Declaration of Trust dated November 10, 1987 and
a Restated Declaration of Trust dated October 19, 1990, whereby the
Fund's name was changed to Oppenheimer Champion High Yield Fund, and by
a Restated Declaration of Trust dated November 23, 1993;
WHEREAS, the Trustees of the Fund have determined to amend the
Fund's Declaration of Trust pursuant to the provisions thereof;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and
managed under this Amended and Restated Declaration of Trust IN TRUST
as herein set forth below.
FIRST: Effective October 1, 1995, this Trust shall be known as
OPPENHEIMER CHAMPION INCOME FUND. The address of Oppenheimer Champion
Income Fund is 3410 South Galena Street, Denver, Colorado 80231. The
Registered Agent for Service is Massachusetts Mutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts 01111,
Attention: Legal Department.
SECOND: Whenever used herein, unless otherwise required by the
context or specifically provided:
1. All terms used in this Declaration of Trust that are defined
in the 1940 Act (defined below) shall have the meanings given to them
in the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means the
Board of Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from time
to time.
4. "Class" means a class of a series of Shares of the Trust
established and designated under or in accordance with the provisions
of Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" shall mean this Amended and Restated
Declaration of Trust as it may be amended or restated from time to
time.
7. The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations of the Commission thereunder, all as
amended from time to time.
8. "Series" refers to series of Shares of the Trust established
and designated under or in accordance with the provisions of Article
FOURTH.
9. "Shareholder" means a record owner of Shares of the Trust.
10. "Shares" refers to the transferable units of interest into
which the beneficial interest in the Trust or any Series or Class of
the Trust (as the context may require) shall be divided from time to
time and includes fractions of Shares as well as whole Shares.
11. The "Trust" refers to the Massachusetts business trust
created by this Declaration of Trust, as amended or restated from time
to time.
12. "Trustees" refers to the individual trustees in their
capacity as trustees hereunder of the Trust and their successor or
successors for the time being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is formed and
the business or objects to be transacted, carried on and promoted by it
are as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn
to account or realize upon, securities (which term "securities" shall
for the purposes of this Declaration of Trust, without limitation of
the generality thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for
the same, or evidencing or representing any other rights or interests
therein, or in any property or assets) created or issued by any issuer
(which term "issuer" shall for the purposes of this Declaration of
Trust, without limitation of the generality thereof be deemed to
include any persons, firms, associations, corporations, syndicates,
business trusts, partnerships, investment companies, combinations,
organizations, governments, or subdivisions thereof) and in financial
instruments (whether they are considered as securities or commodities);
and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and
to do any and all acts and things for the preservation, protection,
improvement and enhancement in value of any or all such securities or
financial instruments.
2. To borrow money and pledge assets in connection with any of
the objects or purposes of the Trust, and to issue notes or other
obligations evidencing such borrowings, to the extent permitted by the
1940 Act and by the Trust's fundamental investment policies under the
1940 Act.
3. To issue and sell its Shares in such Series and Classes and
amounts and on such terms and conditions, for such purposes and for
such amount or kind of consideration (including without limitation
thereto, securities) now or hereafter permitted by the laws of the
Commonwealth of Massachusetts and by this Declaration of Trust, as the
Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, redeem or cancel its Shares, or to classify or
reclassify any unissued Shares or any Shares previously issued and
reacquired of any Series or Class into one or more Series or Classes
that may have been established and designated from time to time, all
without the vote or consent of the Shareholders of the Trust, in any
manner and to the extent now or hereafter permitted by this Declaration
of Trust.
5. To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the world,
without restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes
as principal or agent, and alone or with associates or to the extent
now or hereafter permitted by the laws of Massachusetts, as a member
of, or as the owner or holder of any stock of, or share of interest
in, any issuer, and in connection therewith or make or enter into such
deeds or contracts with any issuers and to do such acts and things and
to exercise such powers, as a natural person could lawfully make, enter
into, do or exercise.
7. To do any and all such further acts and things and to
exercise any and all such further powers as may be necessary,
incidental, relative, conducive, appropriate or desirable for the
accomplishment, carrying out or attainment of all or any of the
foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes,
and the enumeration of specific purposes, objects and powers shall not
be construed to limit or restrict in any manner the meaning of general
terms or the general powers of the Trust now or hereafter conferred by
the laws of the Commonwealth of Massachusetts nor shall the expression
of one thing be deemed to exclude another, though it be of a similar or
dissimilar nature, not expressed; provided, however, that the Trust
shall not carry on any business, or exercise any powers, in any state,
territory, district or country except to the extent that the same may
lawfully be carried on or exercised under the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into
Shares, all without par value, but the Trustees shall have the
authority from time to time, without obtaining shareholder approval, to
create one or more Series of Shares in addition to the Series
specifically established and designated in part 3 of this Article
FOURTH, and to divide the shares of any Series into two or more Classes
pursuant to Part 2 of this Article FOURTH, all as they deem necessary
or desirable, to establish and designate such Series and Classes, and
to fix and determine the relative rights and preferences as between the
different Series of Shares or Classes as to right of redemption and the
price, terms and manner of redemption, liabilities and expenses to be
borne by any Series or Class, special and relative rights as to
dividends and other distributions and on liquidation, sinking or
purchase fund provisions, conversion on liquidation, conversion rights,
and conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid, all
Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares
of each Series and each Class of a Series that may be issued is
unlimited, and the Trustees may issue Shares of any Series or Class of
any Series for such consideration and on such terms as they may
determine (or for no consideration if pursuant to a Share dividend or
split-up), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees shall be
fully paid and non-assessable. The Trustees may classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of
any Series into one or more Series or Classes of Series that may be
established and designated from time to time. The Trustees may hold as
treasury Shares (of the same or some other Series), reissue for such
consideration and on such terms as they may determine, or cancel, at
their discretion from time to time, any Shares of any Series reacquired
by the Trust.
(b) The establishment and designation of any Series or any
Class of any Series in addition to that established and designated in
part 3 of this Article FOURTH shall be effective upon the execution by
a majority of the Trustees of an instrument setting forth such
establishment and designation and the relative rights and preferences
of such Series or such Class of such Series or as otherwise provided in
such instrument. At any time that there are no Shares outstanding of
any particular Series previously established and designated, the
Trustees may by an instrument executed by a majority of their number
abolish that Series and the establishment and designation thereof.
Each instrument referred to in this paragraph shall be an amendment to
this Declaration of Trust, and the Trustees may make any such amendment
without shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and
any organization in which any such person is interested may acquire,
own, hold and dispose of Shares of any Series or Class of any Series of
the Trust to the same extent as if such person were not a Trustee,
officer or other agent of the Trust; and the Trust may issue and sell
or cause to be issued and sold and may purchase Shares of any Series or
Class of any Series from any such person or any such organization
subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of Shares of such Series
or Class generally.
2. The Trustees shall have the authority from time to time,
without obtaining shareholder approval, to divide the Shares of any
Series into two or more Classes as they deem necessary or desirable,
and to establish and designate such Classes. In such event, each Class
of a Series shall represent interests in the designated Series of the
Trust and have such voting, dividend, liquidation and other rights as
may be established and designated by the Trustees. Expenses and
liabilities related directly or indirectly to the Shares of a Class of
a Series may be borne solely by such Class (as shall be determined by
the Trustees) and, as provided in Article FIFTH, a Class of a Series
may have exclusive voting rights with respect to matters relating
solely to such Class. The bearing of expenses and liabilities solely
by a Class of Shares of a Series shall be appropriately reflected (in
the manner determined by the Trustees) in the net asset value, dividend
and liquidation rights of the Shares of such Class of a Series. The
division of the Shares of a Series into Classes and the terms and
conditions pursuant to which the Shares of the Classes of a Series will
be issued must be made in compliance with the 1940 Act. No division of
Shares of a Series into Classes shall result in the creation of a Class
of Shares having a preference as to dividends or distributions or a
preference in the event of any liquidation, termination or winding up
of the Trust, to the extent such a preference is prohibited by Section
18 of the 1940 Act as to the Trust.
The relative rights and preferences of shares of different classes
shall be the same in all respects except that, and unless and until the
Board of Trustees shall determine otherwise: (i) when a vote of
Shareholders is required under this Declaration of Trust or when a
meeting of Shareholders is called by the Board of Trustees, the Shares
of a Class shall vote exclusively on matters that affect that Class
only; (ii) the expenses and liabilities related to a Class shall be
borne solely by such Class (as determined and allocated to such Class
by the Trustees from time to time in a manner consistent with parts 2
and 3 of Article FOURTH); and (iii) pursuant to paragraph 10 of Article
NINTH, the Shares of each Class shall have such other rights and
preferences as are set forth from time to time in the then effective
prospectus and/or statement of additional information relating to the
Shares. Dividends and distributions on one class may differ from the
dividends and distributions on another class, and the net asset value
of the shares of one class may differ from the net asset value of
shares of another class.
3. Without limiting the authority of the Trustees set forth in
part 1 of this Article FOURTH to establish and designate any further
Series, the Trustees hereby establish one Series of Shares having the
same name as the Trust, and said Shares shall be divided into three
Classes, which shall be designated Class A, Class B and Class C, as
follows. The Shares of the Class outstanding since the inception of
the Trust have previously been designated Class A Shares, the Shares of
the Class initially issued upon the division of the Shares of that
Series into two Classes have previously been Class C Shares and the
Shares of the Class initially designated upon the division of the
Shares into three classes are hereby designated Class B Shares. The
Shares of that Series and any Shares of any further Series or Classes
that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with respect to
some further Series or Classes at the time of establishing and
designating the same) have the following relative rights and
preferences:
(a) Assets Belonging to Series. All consideration received
by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall irrevocably
belong to that Series for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books of account of the
Trust. Such consideration, assets, income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds, in whatever form the
same may be, together with any General Items allocated to that Series
as provided in the following sentence, are herein referred to as
"assets belonging to" that Series. In the event that there are any
assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any
particular Series (collectively "General Items"), the Trustees shall
allocate such General Items to and among any one or more of the Series
established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Series shall belong to
that
Series. Each such allocation by the Trustees shall be conclusive and
binding upon the shareholders of all Series for all purposes.
(b) (1) Liabilities Belonging to Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall
be charged and allocated to the assets belonging to each particular
Series. Any general liabilities, expenses, costs, charges and reserves
of the Trust which are not identifiable as belonging to any particular
Series shall be allocated and charged by the Trustees to and among any
one or more of the Series established and designated from time to time
in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs,
charges and reserves allocated and so charged to each Series are herein
referred to as "liabilities belonging to" that Series. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the shareholders of all Series for
all purposes.
(2) Liabilities Belonging to a Class. If a Series is
divided into more than one Class, the liabilities, expenses, costs,
charges and reserves attributable to a Class shall be charged and
allocated to the Class to which such liabilities, expenses, costs,
charges or reserves are attributable. Any general liabilities,
expenses, costs, charges or reserves belonging to the Series which are
not identifiable as belonging to any particular Class shall be
allocated and charged by the Trustees to and among any one or more of
the Classes established and designated from time to time in such manner
and on such basis as the Trustees in their sole discretion deem fair
and equitable. The allocations in the two preceding sentences shall be
subject to the 1940 Act or any release, rule, regulation,
interpretation or order thereunder relating to such allocations. The
liabilities, expenses, costs, charges and reserves allocated and so
charged to each Class are herein referred to as "liabilities belonging
to" that Class. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and binding
upon the holders of all Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine,
which may be daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees
may determine, from such of the income, capital gains accrued or
realized, and capital and surplus, from the assets belonging to that
Series, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to such Series or Class. All dividends
and distributions on Shares of a particular Series or Class shall be
distributed pro rata to the Shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by such
Shareholders at the date and time of record established for the payment
of such dividends or distributions, except that in connection with any
dividend or distribution program or procedure the Trustees may
determine that no dividend or distribution shall be payable on Shares
as to which the Shareholder's purchase order and/or payment have not
been received by the time or times established by the Trustees under
such program or procedure. Such dividends and distributions may be
made in cash or Shares or a combination thereof as determined by the
Trustees or pursuant to any program that the Trustees may have in
effect at the time for the election by each Shareholder of the mode of
the making of such dividend or distribution to that Shareholder. Any
such dividend or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with paragraph 13 of
Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all
Classes of each Series that have been established and designated shall
be entitled to receive, as a Series or Class, when and as declared by
the Trustees, the excess of the assets belonging to that Series over
the liabilities belonging to that Series or Class. The assets so
distributable to the Shareholders of any particular Class and Series
shall be distributed among such Shareholders in proportion to the
number of Shares of such Class of that Series held by them and recorded
on the books of the Trust.
(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class
and Series will be recorded on the Share transfer records of the Trust
applicable to such Series or Class of that Series only at such times as
Shareholders shall have the right to require the Trust to redeem Shares
of such Series or Class of that Series and at such other times as may
be permitted by the Trustees.
(f) Equality. Each Share of a Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to such Series or any Class of
that Series), and each Share of any particular Series shall be equal to
each other Share of that Series and shares of each Class of a Series
shall be equal to each other Share of such Class; but the provisions of
this sentence shall not restrict any distinctions permissible under
this Article FOURTH that may exist with respect to Shares of the
different Classes of a Series. The Trustees may from time to time
divide or combine the Shares of any particular Class or Series into a
greater or lesser number of Shares of that Class or Series without
thereby changing the proportionate beneficial interest in the assets
belonging to that Series or allocable to that Class in any way
affecting the rights of Shares of any other Class or Series.
(g) Fractions. Any fractional Share of any Class and
Series, if any such fractional Share is outstanding, shall carry
proportionately all the rights and obligations of a whole Share of that
Class and Series, including those rights and obligations with respect
to voting, receipt of dividends and distributions, redemption of
Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that (i) holders of Shares of any Series shall have the right
to exchange said Shares into Shares of one or more other Series of
Shares, (ii) holders of shares of any Class shall have the right to
exchange said Shares into Shares of one or more other Classes of the
same or a different Series, and/or (iii) the Trust shall have the right
to carry out exchanges of the aforesaid kind, in each case in
accordance with such requirements and procedures as may be established
by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent
for the Trust, which books shall be maintained separately for the
Shares of each Class and Series that has been established and
designated. No certification certifying the ownership of Shares need
be issued except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate
for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar
agent, as the case may be, shall be conclusive as to who are the
Shareholders and as to the number of Shares of each Class and Series
held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for
such consideration, not inconsistent with the provisions of the 1940
Act, as they from time to time authorize. The Trustees may authorize
any distributor, principal underwriter, custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that
conform to such authorized terms and to reject any purchase or sale
orders for Shares whether or not conforming to such authorized terms.
FIFTH: The following provisions are hereby adopted with respect
to voting Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) with
respect to the amendment of this Declaration of Trust except where the
Trustees are given authority to amend the Declaration of Trust without
shareholder approval, (c) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, and (d) with respect to those matters relating to the
Trust as may be required by the 1940 Act or required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any registration
statement of the Trust filed with the Commission or any State, or as
the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless required
by the 1940 Act, the provisions of this Declaration of Trust, or any
other applicable law. The Trustees may call a meeting of shareholders
from time to time.
3. At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his name
on the books of the Trust on the date, fixed in accordance with the By-
Laws, for determination of Shareholders of the affected Series entitled
to vote at such meeting (except, if the Board so determines, for Shares
redeemed prior to the meeting), and each such Series shall vote
separately ("Individual Series Voting"); a Series shall be deemed to be
affected when a vote of the holders of that Series on a matter is
required by the 1940 Act; provided, however, that as to any matter with
respect to which a vote of Shareholders is required by the 1940 Act or
by any applicable law that must be complied with, such requirements as
to a vote by Shareholders shall apply in lieu of Individual Series
Voting as described above. If the shares of a Series shall be divided
into Classes as provided in Article FOURTH, the shares of each Class
shall have identical voting rights except that the Trustees, in their
discretion, may provide a Class of a Series with exclusive voting
rights with respect to matters which relate solely to such Class. If
the Shares of any Series shall be divided into Classes with a Class
having exclusive voting rights with respect to certain matters, the
quorum and voting requirements described below with respect to action
to be taken by the Shareholders of the Class of such Series on such
matters shall be applicable only to the Shares of such Class. Any
fractional Share shall carry proportionately all the rights of a whole
Share, including the right to vote and the right to receive dividends.
The presence in person or by proxy of the holders of one-third of the
Shares, or of the Shares of any Series or Class of any Series,
outstanding and entitled to vote thereat shall constitute a quorum at
any meeting of the Shareholders or of that Series or Class,
respectively; provided however, that if any action to be taken by the
Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in
person or by proxy of the holders of a majority of the shares
outstanding and entitled to vote at such a meeting shall constitute a
quorum for all purposes. At a meeting at which is a quorum is present,
a vote of a majority of the quorum shall be sufficient to transact all
business at the meeting. If at any meeting of the Shareholders there
shall be less than a quorum present, the Shareholders or the Trustees
present at such meeting may, without further notice, adjourn the same
from time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.
4. Each Shareholder, upon request to the Trust in proper form
determined by the Trust, shall be entitled to require the Trust to
redeem from the net assets of that Series all or part of the Shares of
such Series and Class standing in the name of such Shareholder. The
method of computing such net asset value, the time at which such net
asset value shall be computed and the time within which the Trust shall
make payment therefor, shall be determined as hereinafter provided in
Article SEVENTH of this Declaration of Trust. Notwithstanding the
foregoing, the Trustees, when permitted or required to do so by the
1940 Act, may suspend the right of the Shareholders to require the
Trust to redeem Shares.
5. No Shareholder shall, as such holder, have any right to
purchase or subscribe for any Shares of the Trust which it may issue or
sell, other than such right, if any, as the Trustees, in their
discretion, may determine.
6. All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not be
allowed.
SIXTH:
1. The persons who shall act as initial Trustees until the first
meeting or until their successors are duly chosen and qualify are the
initial trustees executing this Declaration of Trust or any counterpart
thereof. However, the By-Laws of the Trust may fix the number of
Trustees at a number greater or lesser than the number of initial
Trustees and may authorize the Trustees to increase or decrease the
number of Trustees, to fill any vacancies on the Board which may occur
for any reason including any vacancies created by any such increase in
the number of Trustees, to set and alter the terms of office of the
Trustees and to lengthen or lessen their own terms of office or make
their terms of office of indefinite duration, all subject to the 1940
Act. Unless otherwise provided by the By-Laws of the Trust, the
Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or without
cause by resolution duly adopted by the affirmative vote of the holders
of two-thirds of the outstanding Shares, present in person or by proxy
at any meeting of Shareholders called for such purpose; such a meeting
shall be called by the Trustees when requested in writing to do so by
the record holders of not less than ten per centum of the outstanding
Shares. A Trustee may also be removed by the Board of Trustees as
provided in the By-Laws of the Trust.
3. The Trustees shall make available a list of names and
addresses of all Shareholders as recorded on the books of the Trust,
upon receipt of the request in writing signed by not less than ten
Shareholders (who have been shareholders for at least six months)
holding in the aggregate shares of the Trust valued at not less than
$25,000 at current offering price (as defined in the then effective
Prospectus and/or Statement of Additional Information relating to the
Shares under the Securities Act of 1933, as amended from time to time)
or holding not less than 1% in amount of the entire amount of Shares
issued and outstanding; such request must state that such Shareholders
wish to communicate with other Shareholders with a view to obtaining
signatures to a request for a meeting to take action pursuant to part 2
of this Article SIXTH and be accompanied by a form of communication to
the Shareholders. The Trustees may, in their discretion, satisfy their
obligation under this part 3 by either making available the Shareholder
list to such Shareholders at the principal offices of the Trust, or at
the offices of the Trust's transfer agent, during regular business
hours, or by mailing a copy of such communication and form of request,
at the expense of such requesting Shareholders, to all other
Shareholders, and the Trustees may also take such other action as may
be permitted under Section 16(c) of the 1940 Act.
4. The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section
16(c) of the 1940 Act, and, if an exemptive order or orders are issued
by the Commission, such order or orders shall be deemed part of said
Section 16(c) for the purposes of parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the
purpose of defining, limiting and regulating the powers of the Trust,
the Trustees and the Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or
the Trustees and shall have accepted this Trust, the Trust estate shall
vest in the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance, and he or she shall be
deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not operate to
annul or terminate the Trust but the Trust shall continue in full force
and effect pursuant to the terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from
any assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees. All of the assets
of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall have, as a holder of beneficial
interest in the Trust, any authority, power or right whatsoever to
transact business for or on behalf of the Trust, or on behalf of the
Trustees, in connection with the property or assets of the Trust, or in
any part thereof.
4. The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts and
to make and execute, and to authorize the officers and agents of the
Trust to make and execute, any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to Trust
investments, but shall have full authority and power to make any and
all investments which they, in their uncontrolled discretion, shall
deem proper to accomplish the purpose of this Trust. Subject to any
applicable limitation in this Declaration of Trust or by the By-Laws of
the Trust, the Trustees shall have power and authority:
(a) to adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that right
to the Shareholders;
(b) to elect and remove such officers and appoint and
terminate such officers as they consider appropriate with or without
cause, and to appoint and designate from among the Trustees such
committees as the Trustees may determine, and to terminate any such
committee and remove any member of such committee;
(c) to employ as custodian of any assets of the Trust a bank
or trust company or any other entity qualified and eligible to act as a
custodian, subject to any conditions set forth in this Declaration of
Trust or in the By-Laws;
(d) to retain a transfer agent and shareholder servicing
agent, or both;
(e) to provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;
(f) to set record dates in the manner provided for in the
By-Laws of the Trust;
(g) to delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held
in Trust hereunder; and to execute and deliver powers of attorney to
such person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities held
in trust hereunder;
(j) to hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, either in its own name or in the name of a custodian
or a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Massachusetts business trusts or
investment companies;
(k) to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which is held in the Trust; to consent to any contract,
lease, mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any security
held in the Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including,
but not limited to, claims for taxes;
(m) to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner
permitted by the 1940 Act and the Trust's fundamental policy thereunder
as to borrowing;
(o) to enter into investment advisory or management
contracts, subject to the 1940 Act, with any one or more corporations,
partnerships, trusts, associations or other persons;
(p) to change the name of the Trust or any Class or Series
of the Trust as they consider appropriate without prior shareholder
approval; and
(q) to establish officers' and Trustees' fees or
compensation and fees or compensation for committees of the Trustees to
be paid by the Trust or each Series thereof in such manner and amount
as the Trustees may determine.
5. No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or property
transferred to the Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum
of money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay by way of subscription to any
Shares or otherwise. This paragraph shall not limit the right of the
Trustees to assert claims against any shareholder based upon the acts
or omissions of such shareholder or for any other reason. There is
hereby expressly disclaimed shareholder and Trustee liability for the
acts and obligations of the Trust. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a notice and provision limiting the
obligation represented thereby to the Trust and its assets (but the
omission of such notice and provision shall not operate to impose any
liability or obligation on any Shareholder or Trustee).
(b) Whenever this Declaration of Trust calls for or permits
any action to be taken by the Trustees hereunder, such action shall
mean that taken by the Board of Trustees by vote of the majority of a
quorum of Trustees as set forth from time to time in the By-Laws of the
Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything
necessary, suitable, or proper for the accomplishment of any of the
purposes, or the attainment of any one or more of the objects, herein
enumerated, or which shall at any time appear conducive to or expedient
for the protection or benefit of the Trust, and to do and perform all
other acts and things necessary or incidental to the purposes herein
before set forth, or that may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the
purposes of this Trust, to be considered as capital or income and in
what manner any expenses or disbursements are to be borne as between
capital and income whether or not in the absence of this provision such
moneys, securities, or other properties would be regarded as capital or
income and whether or not in the absence of this provision such
expenses or disbursements would ordinarily be charged to capital or to
income.
7. The By-Laws of the Trust may divide the Trustees into classes
and prescribe the tenure of office of the several classes, but no class
of Trustee shall be elected for a period shorter than that from the
time of the election following the division into classes until the next
meeting and thereafter for a period shorter than the interval between
meetings or for a period longer than five years, and the term of office
of at least one class shall expire each year.
8. The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under
what conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by the
Shareholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Trust.
10. The Trustees shall have power to hold their meetings, to have
an office or offices and, subject to the provisions of the laws of
Massachusetts, to keep the books of the Trust outside of said
Commonwealth at such places as may from time to time be designated by
them. Action may be taken by the Trustees without a meeting by
unanimous written consent or by telephone or similar method of
communication.
11. Securities held by the Trust shall be voted in person or by
proxy by the President or a Vice-President, or such officer or officers
of the Trust as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee,
officer or employee, individually, or any partnership of which any
Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an
officer, partner, director, trustee, employee or stockholder, or
otherwise may have an interest, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of
the Trust, and in the absence of fraud no contract or other transaction
shall be thereby affected or invalidated; provided that in such case a
Trustee, officer or employee or a partnership, corporation or
association of which a Trustee, officer or employee is a member,
officer, director, trustee, employee or stockholder is so interested,
such fact shall be disclosed or shall have been known to the Trustees
including those Trustees who are not so interested and who are neither
"interested" nor "affiliated" persons as those terms are defined in the
1940 Act, or a majority thereof; and any Trustee who is so interested,
or who is also a director, officer, partner, trustee, employee or
stockholder of such other corporation or a member of such partnership
or association which is so interested, may be counted in determining
the existence of a quorum at any meeting of the Trustees which shall
authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect
as if he were not so interested.
(b) Specifically, but without limitation of the foregoing,
the Trust may enter into a management or investment advisory contract
or underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into
any contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustees of the Trust
may be composed in part of partners, directors, officers or employees
of any such firm or corporation, and officers of the Trust may have
been or may be or become partners, directors, officers or employees of
any such firm or corporation, and in the absence of fraud the Trust and
any such firm or corporation may deal freely with each other, and no
such contract or transaction between the Trust and any such firm or
corporation shall be invalidated or in any way affected thereby, nor
shall any Trustee or officer of the Trust be liable to the Trust or to
any Shareholder or creditor thereof or to any other person for any loss
incurred by it or him solely because of the existence of any such
contract or transaction; provided that nothing herein shall protect any
director or officer of the Trust against any liability to the trust or
to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(c) As used in this paragraph the following terms shall have
the meanings set forth below:
(i) the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former
Trustee, partner, Director or officer of another trust, partnership,
corporation or association whose securities are or were owned by the
Trust or of which the Trust is or was a creditor and who served or
serves in such capacity at the request of the Trust, and the heirs,
executors, administrators, successors and assigns of any of the
foregoing; however, whenever conduct by an indemnitee is referred to,
the conduct shall be that of the original indemnitee rather than that
of the heir, executor, administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an
indemnitee is or was a party or is threatened to be made a party by
reason of the fact or facts under which he or it is an indemnitee as
defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in
connection with a covered proceeding; and
(v) the term "adjudication of liability" shall
mean, as to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on a
finding of disabling conduct.
(e) Except as set forth in paragraph (d) above, the Trust
shall indemnify any indemnitee for covered expenses in any covered
proceeding, whether or not there is an adjudication of liability as to
such indemnitee, such indemnification by the Trust to be to the fullest
extent now or hereafter permitted by any applicable law unless the By-
laws limit or restrict the indemnification to which any indemnitee may
be entitled. The Board of Trustees may adopt By-law provisions to
implement sub-paragraphs (c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right of
the Trust and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by applicable
law or to affect any other indemnification rights to which any
indemnitee may be entitled to the extent permitted by applicable law.
Such rights to indemnification shall not, except as otherwise provided
by law, be deemed exclusive of any other rights to which such
indemnitee may be entitled under any statute now or hereafter enacted,
By-Law, contract or otherwise.
13. The Trustees are empowered, in their absolute discretion,
to establish bases or times, or both, for determining the net asset
value per Share of any Class and Series in accordance with the 1940 Act
and to authorize the voluntary purchase by any Class and Series, either
directly or through an agent, of Shares of any Class and Series upon
such terms and conditions and for such consideration as the Trustees
shall deem advisable in accordance with the 1940 Act.
14. Payment of the net asset value per Share of any Class and
Series properly surrendered to it for redemption shall be made by the
Trust within seven days, or as specified in any applicable law or
regulation, after tender of such stock or request for redemption to the
Trust for such purpose together with any additional documentation that
may be reasonably required by the Trust or its transfer agent to
evidence the authority of the tenderor to make such request, plus any
period of time during which the right of the holders of the shares of
such Class of that Series to require the Trust to redeem such shares
has been suspended. Any such payment may be made in portfolio
securities of such Class of that Series and/or in cash, as the Trustees
shall deem advisable, and no Shareholder shall have a right, other than
as determined by the Trustees, to have Shares redeemed in kind.
15. The Trust shall have the right, at any time and without
prior notice to the Shareholder, to redeem Shares of the Class and
Series held by such Shareholder held in any account registered in the
name of such Shareholder for its current net asset value, if and to the
extent that such redemption is necessary to reimburse either that
Series or Class of the Trust or the distributor (i.e., principal
underwriter) of the Shares for any loss either has sustained by reason
of the failure of such Shareholder to make timely and good payment for
Shares purchased or subscribed for by such Shareholder, regardless of
whether such Shareholder was a Shareholder at the time of such purchase
or subscription, subject to and upon such terms and conditions as the
Trustees may from time to time prescribe.
EIGHTH: The name "Oppenheimer" included in the name of the
Trust and of any Series shall be used pursuant to a royalty-free, non-
exclusive license from Oppenheimer Management Corporation ("OMC"),
incidental to and as part of any one or more advisory, management or
supervisory contracts which may be entered into by the Trust with OMC.
Such license shall allow OMC to inspect and subject to the control of
the Board of Trustees to control the nature and quality of services
offered by the Trust under such name. The license may be terminated by
OMC upon termination of such advisory, management or supervisory
contracts or without cause upon 60 days' written notice, in which case
neither the Trust nor any Series or Class shall have any further right
to use the name "Oppenheimer" in its name or otherwise and the Trust,
the Shareholders and its officers and Trustees shall promptly take
whatever action may be necessary to change its name and the names of
any Series or Classes accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be
held to be personally liable solely by reason of his being or having
been a Shareholder and not because of his acts or omissions or for some
other reason, the Shareholder or former Shareholder (or the
Shareholders, heirs, executors, administrators or other legal
representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the
Trust estate to be held harmless from and indemnified against all loss
and expense arising from such liability. The Trust shall, upon request
by the Shareholder, assume the defense of any such claim made against
any Shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
2. It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder shall
have any power to bind the Trust, the Trust's officers or any
Shareholder. All persons extending credit to, doing business with,
contracting with or having or asserting any claim against the Trust or
the Trustees shall look only to the assets of the Trust for payment
under any such credit, transaction, contract or claim; and neither the
Shareholders nor the Trustees, nor any of their agents, whether past,
present or future, shall be personally liable therefor; notice of such
disclaimer shall be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees. Nothing in this
Declaration of Trust shall protect a Trustee against any liability to
which such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.
3. The exercise by the Trustees of their powers and
discretion hereunder in good faith and with reasonable care under the
circumstances then prevailing, shall be binding upon everyone
interested. Subject to the provisions of paragraph 2 of this Article
NINTH, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or
other experts with respect to the meaning and operations of this
Declaration of Trust, applicable laws, contracts, obligations,
transactions or any other business the Trust may enter into, and
subject to the provisions of paragraph 2 of this Article NINTH, shall
be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is
required.
4. This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (a), (b), (c) and (d) of this
paragraph 4.
(a) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in the
1940 Act, of any one or more Series entitled to vote, may sell and
convey the assets of that Series (which sale may be subject to the
retention of assets for the payment of liabilities and expenses) to
another issuer for a consideration which may be or include securities
of such issuer. Upon making provision for the payment of liabilities,
by assumption by such issuer or otherwise, the Trustees shall
distribute the remaining proceeds ratably among the holders of the
outstanding Shares of the Series the assets of which have been so
transferred.
(b) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in the
1940 Act, of any one or more Series entitled to vote, may at any time
sell and convert into money all the assets of that Series. Upon making
provisions for the payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of that Series, the Trustees
shall distribute the remaining assets of that Series ratably among the
holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in the
1940 Act, of any one or more Series entitled to vote, may otherwise
alter, convert or transfer the assets of that Series or those Series.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and
(b), and in subsection (c) where applicable, the Series the assets of
which have been so transferred shall terminate, and if all the assets
of the Trust have been so transferred, the Trust shall terminate and
the Trustees shall be discharged of any and all further liabilities and
duties hereunder and the right, title and interest of all parties shall
be cancelled and discharged.
5. The original or a copy of this instrument and of each
restated declaration of trust or instrument supplemental hereto shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental or
restated declaration of trust shall be filed with the Secretary of the
Commonwealth of Massachusetts, as well as any other governmental office
where such filing may from time to time be required. Anyone dealing
with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such supplemental or restated declarations of
trust have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may
rely on a copy certified by an officer of the Trust to be a copy of
this instrument or of any such supplemental or restated declaration of
trust. In this instrument or in any such supplemental or restated
declaration of trust, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder" shall be deemed to
refer to this instrument as amended or affected by any such
supplemental or restated declaration of trust. This instrument may be
executed in any number of counterparts, each of which shall be deemed
an original.
6. The Trust set forth in this instrument is created under
and is to be governed by and construed and administered according to
the laws of the Commonwealth of Massachusetts. The Trust shall be of
the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption
of the Shares held in any account if the aggregate net asset value of
such Shares has been reduced to $200 or less upon such notice to the
shareholder in question, with such permission to increase the
investment in question and upon such other terms and conditions as may
be fixed by the Board of Trustees in accordance with the 1940 Act.
8. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of the
Trust subject to such terms and conditions as may be fixed by, and on a
date fixed by, or determined with criteria fixed by the Board of
Trustees, to be amortized over a period or periods to be fixed by the
Board.
9. Whenever any action is taken under this Declaration of
Trust including action which is required or permitted by the 1940 Act
or any other applicable law, such action shall be deemed to have been
properly taken if such action is in accordance with the construction of
the 1940 Act or such other applicable law then in effect as expressed
in "no action" letters of the staff of the Commission or any release,
rule, regulation or order under the 1940 Act or any decision of a court
of competent jurisdiction, notwithstanding that any of the foregoing
shall later be found to be invalid or otherwise reversed or modified by
any of the foregoing.
10. Any action which may be taken by the Board of Trustees
under this Declaration of Trust or its By-Laws may be taken by the
description thereof in the then effective prospectus and/or statement
of additional information relating to the Shares under the Securities
Act of 1933 or in any proxy statement of the Trust rather than by
formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of
Trustees is permitted or required to place a value on assets of the
Trust, such action may be delegated by the Board, and/or determined in
accordance with a formula determined by the Board, to the extent
permitted by the 1940 Act.
12. If authorized by vote of the Trustees and, if a vote of
Shareholders is required under this Declaration of Trust, the favorable
vote of the holders of a "majority" of the outstanding voting
securities, as defined in the 1940 Act, entitled to vote, or by any
larger vote which may be required by applicable law in any particular
case, the Trustees may amend or otherwise supplement this instrument,
by making a Restated Declaration of Trust or a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof; any
such Supplemental or Restated Declaration of Trust may be executed by
and on behalf of the Trust and the Trustees by an officer or officers
of the Trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of the 22nd day of August, 1995.
/s/ Robert G. Avis /s/ Charles Conrad, Jr.
- ------------------------ ------------------------
Robert G. Avis, Trustee Charles Conrad, Jr., Trustee
1706 Warson Estates Drive 19411 Merion Circle
St. Louis, Missouri 63124 Huntington Beach, California
92648
/s/ William A. Baker /s/ Robert M. Kirchner
- ---------------------- --------------------------
William A. Baker, Trustee Robert M. Kirchner, Trustee
197 Desert Lakes Drive 2800 S. University Boulevard
Palm Springs, California 92264 Denver, Colorado 80210
/s/ Ned M. Steel /s/ C. Howard Kast
- ---------------------- --------------------------
Ned M. Steel, Trustee C. Howard Kast, Trustee
3416 South Race Street 2552 East Alameda
Englewood, Colorado 80110 Denver, Colorado 80209
/s/ Raymond J. Kalinowski /s/ Jon S. Fossel
- --------------------------- --------------------------
Raymond J. Kalinowski, Trustee Jon S. Fossel, Trustee
44 Portland Drive Box 44 - Mead Street
St. Louis, Missouri 63131 Waccabuc, New York 10597
/s/ James C. Swain
- -----------------------------
James C. Swain, Trustee
355 Adams Street
Denver, Colorado 80206
Exhibit 24(b)(11)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 15 to
Registration Statement No. 33-16494 of Oppenheimer Champion Income Fund
of our report dated October 21, 1994 appearing in the Statement of
Additional Information, which is a part of such Registration Statement,
and to the reference to us under the heading "Financial Highlights"
appearing in the Prospectus, which is also a part of such Registration
Statement.
/s/ Deloitte & Touche, LLP
- -------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
September 27, 1995
Oppenheimer Champion High Yield Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are
calculated as described below, on the basis of the Fund's
distributions, for the past 10 years which are as follows:
<TABLE>
<CAPTION>
Distribution Amount From Amount From Reinvestment
Reinvestment Investment Long or Short-Term Price
(Ex) Date Income Capital Gains
Class A Shares
<S> <C> <C> <C>
12/08/87 0.0749359 0.0000 11.390
12/31/87 0.0906312 0.0000 11.580
01/11/88 0.0435017 0.0000 11.600
02/08/88 0.1101632 0.0000 12.000
03/08/88 0.1140977 0.0000 12.060
04/11/88 0.1337696 0.0000 12.080
05/09/88 0.1101632 0.0000 12.050
06/08/88 0.1189806 0.0000 12.070
07/11/88 0.1287500 0.0000 12.190
08/08/88 0.1053904 0.0000 12.210
09/09/88 0.1224939 0.0000 12.120
10/10/88 0.1216102 0.0000 12.110
11/08/88 0.1122531 0.0000 12.080
12/08/88 0.1169233 0.0000 12.030
12/30/88 0.0856000 0.1400 11.840
01/10/89 0.0427944 0.0000 11.860
02/08/89 0.1184395 0.0000 11.830
03/08/89 0.1050970 0.0000 11.840
04/10/89 0.1321986 0.0000 11.750
05/08/89 0.1116532 0.0000 11.700
06/08/89 0.1197603 0.0000 11.850
07/11/89 0.1291361 0.0000 11.810
08/08/89 0.1034668 0.0000 11.830
09/11/89 0.1244246 0.0000 11.800
10/09/89 0.1056065 0.0000 11.520
11/08/89 0.1085000 0.0000 11.270
12/08/89 0.1079041 0.0000 11.310
12/29/89 0.1268311 0.0000 11.230
01/09/90 0.0394790 0.0000 11.230
02/08/90 0.1076700 0.0000 11.080
03/08/90 0.1068117 0.0000 10.920
04/09/90 0.1240533 0.0000 10.970
05/08/90 0.1166603 0.0000 10.870
06/08/90 0.1213904 0.0000 10.970
07/05/90 0.1050840 0.0000 11.000
08/08/90 0.1329772 0.0000 10.980
09/10/90 0.1205070 0.0000 10.760
10/10/90 0.1065238 0.0000 10.350
11/14/90 0.1253361 0.0000 10.040
12/12/90 0.0989020 0.0000 10.090
12/31/90 0.0677602 0.0000 10.090
01/09/91 0.0334956 0.0000 10.100
02/13/91 0.1426406 0.0000 10.330
03/13/91 0.1190719 0.0000 10.750
04/10/91 0.1157644 0.0000 11.010
05/08/91 0.1182808 0.0000 11.170
06/12/91 0.1267984 0.0000 11.160
07/10/91 0.1130507 0.0000 11.320
08/14/91 0.1556661 0.0000 11.410
09/11/91 0.1171589 0.0000 11.530
10/09/91 0.1209660 0.0000 11.550
11/13/91 0.1412882 0.0000 11.730
12/11/91 0.1050652 0.0000 11.540
12/31/91 0.0713153 0.0000 11.580
01/08/92 0.0331137 0.0000 11.720
02/12/92 0.1394176 0.0000 12.040
03/11/92 0.1142743 0.0000 12.180
04/08/92 0.1114858 0.0000 12.100
05/13/92 0.1208152 0.0000 12.170
06/10/92 0.1149839 0.0000 12.180
07/08/92 0.1118269 0.0000 12.160
08/12/92 0.1225576 0.0000 12.300
09/09/92 0.1068058 0.0000 12.250
10/14/92 0.1269119 0.0000 12.070
11/11/92 0.0925110 0.0000 11.990
12/09/92 0.0963249 0.0000 12.030
12/31/92 0.0972944 0.0000 12.010
01/13/93 0.0444903 0.0000 12.100
02/10/93 0.0964170 0.0000 12.330
03/10/93 0.0917997 0.0000 12.560
04/14/93 0.1209879 0.0000 12.670
05/12/93 0.0847282 0.0000 12.720
06/09/93 0.0836887 0.0000 12.900
06/30/93 0.0735387 0.0000 12.990
07/30/93 0.0896500 0.0000 13.050
08/31/93 0.0839568 0.0000 12.990
09/30/93 0.1179897 0.0000 12.900
10/29/93 0.1086641 0.0000 13.160
11/30/93 0.1102826 0.0000 13.110
12/31/94 0.1070635 0.1887628 13.080
01/31/94 0.0879305 0.0000 13.320
02/28/94 0.0798046 0.0000 13.170
03/31/94 0.0959372 0.0000 12.680
04/29/94 0.0778299 0.0000 12.520
05/31/94 0.0833046 0.0000 12.610
06/30/94 0.0846318 0.0000 12.500
07/29/94 0.0879858 0.0000 12.430
08/31/94 0.0889744 0.0000 12.340
09/30/94 0.0957540 0.0000 12.320
Class C Shares
12/31/93 0.0730473 0.1887628 13.070
01/31/94 0.0747539 0.0000 13.320
02/28/94 0.0670124 0.0000 13.170
04/29/94 0.0703100 0.0000 12.530
05/31/94 0.0752066 0.0000 12.610
06/30/94 0.0757186 0.0000 12.500
07/29/94 0.0793942 0.0000 12.430
08/31/94 0.0799592 0.0000 12.340
09/30/94 0.0876407 0.0000 12.320
</TABLE>
1. Average Annual Total Returns for the Periods Ended 09/30/94:
The formula for calculating average annual total return is as follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Class A Shares
Examples, assuming a maximum sales charge of 4.75%:
One Year Five Year
$1,005.99 1 $1,812.01 .2
(---------) - 1 = 0.60% (---------) - 1 = 12.62%
$1,000 $1,000
Inception
$2,306.46 .1455
(---------) - 1 = 12.93%
$1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of
1.00% for the first year:
Inception
$1,001.73 1.1990
(---------) - 1 = 0.21%
$1,000
Examples at NAV:
Class A Shares
One Year Five Year
$1,056.16 1 $1,902.38 .2
(---------) - 1 = 5.62% (---------) - 1 = 13.73%
$1,000 $1,000
Inception
$2,421.48 .1455
(---------) - 1 = 13.73%
$1,000
Class C Shares
Inception
$1,011.12 1.1990
(---------) - 1 = 1.34%
$1,000
2. Cumulative Total Returns for the Periods Ended 9/30/94:
The formula for calculating cumulative total return is as follows:
(ERV - P) / P = Cumulative Total Return
Class A Shares
Examples, assuming a maximum sales charge of 4.75%:
One Year Five Year
$1,005.99 - $1,000 $1,812.01 - $1,000
------------------ = 0.60% ------------------ = 81.20%
$1,000 $1,000
Inception
$2,306.46 - $1,000
------------------ = 130.65%
$1,000
2. Cumulative Total Returns for the Periods Ended 9/30/94 (Continued):
Class C Shares
Examples, assuming a maximum contingent deferred sales charge
of 1.00% for the first year:
Inception
$1,001.73 - $1,000
------------------ = 0.17%
$1,000
Examples at NAV:
Class A Shares
One Year Five Year
$1,056.16 - $1,000 $1,902.38 - $1,000
------------------ = 5.62% ------------------ = 90.24%
$1,000 $1,000
Inception
$2,421.48 - $1,000
------------------ = 142.15%
$1,000
Class C Shares
Inception
$1,011.12 - $1,000
------------------ = 1.11%
$1,000
3. Standardized Yield for the 30-Day Period Ended 09/30/94:
The Fund's standardized yields are calculated using the following formula set
forth in the SEC rules:
a - b 6
Yield = 2 { (-------- + 1 ) - 1 }
cd or ce
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 Fund shares outstanding during
the 30-day period that were entitled to receive dividends.
d = The Fund's maximum offering price (including sales charge)
per share on the last day of the period.
e = The Fund's net asset value (excluding contingent deferred
sales charge) per share on the last day of the period.
Class A Shares
Example, assuming a maximum sales charge of 4.75%:
$1,144,970.36 - $80,585.01 6
2{(-------------------------- + 1) - 1} = 7.90%
12,702,601 x $12.93
Class C Shares
Example at NAV:
$ 190,031.75 - $30,504.82 6
2{(-------------------------- + 1) - 1} = 7.48%
2,108,215 x $12.32
4. DIVIDEND YIELDS FOR THE 30-DAY PERIOD ENDED 9/30/94:
The Fund's dividend yields are calculated using the following formula:
Dividend Yield = { (a / 30) x 365 } / b or c
The symbols above represent the following factors:
a = The accrual dividend earned during the period.
b = The Fund's maximum offering price (including sales charge)
per share on the last day of the period.
c = The Fund's net asset value (excluding sales charge) per share
on the last day of the period.
Examples:
Class A Shares
Dividend Yield
at Maximum Offering $.0892170/30 x 365
------------------ = 8.40%
$12.93
Dividend Yield
at Net Asset Value $.0892170/30 x 365
------------------ = 8.81%
$12.32
Class C Shares
Dividend Yield
at Net Asset Value $.0811889/30 x 365
------------------ = 8.02%
$12.32
[ARTICLE] 6
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] SEP-30-1995
[PERIOD-START] OCT-01-1994
[PERIOD-END] MAR-31-1995
[INVESTMENTS-AT-COST] 254516343
[INVESTMENTS-AT-VALUE] 253279432
[RECEIVABLES] 7183225
[ASSETS-OTHER] 24157
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 260486814
[PAYABLE-FOR-SECURITIES] 4515125
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1573536
[TOTAL-LIABILITIES] 6088661
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 260386593
[SHARES-COMMON-STOCK] 17405161
[SHARES-COMMON-PRIOR] 13025896
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 201354
[ACCUMULATED-NET-GAINS] (4563925)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (1223161)
[NET-ASSETS] 211839550
[DIVIDEND-INCOME] 41921
[INTEREST-INCOME] 9879424
[OTHER-INCOME] 0
[EXPENSES-NET] 1263376
[NET-INVESTMENT-INCOME] 8657969
[REALIZED-GAINS-CURRENT] (3742192)
[APPREC-INCREASE-CURRENT] 1658835
[NET-CHANGE-FROM-OPS] 6574612
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 7393218
[DISTRIBUTIONS-OF-GAINS] 26483
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 7057544
[NUMBER-OF-SHARES-REDEEMED] 3082696
[SHARES-REINVESTED] 404417
[NET-CHANGE-IN-ASSETS] 66149645
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (790678)
[OVERDISTRIB-NII-PRIOR] 232629
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 739717
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1263376
[AVERAGE-NET-ASSETS] 179227000
[PER-SHARE-NAV-BEGIN] 12.32
[PER-SHARE-NII] .50
[PER-SHARE-GAIN-APPREC] (.15)
[PER-SHARE-DIVIDEND] .50
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.17
[EXPENSE-RATIO] 1.07
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] SEP-30-1995
[PERIOD-START] OCT-01-1994
[PERIOD-END] MAR-31-1995
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 0
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 0
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 3499463
[SHARES-COMMON-PRIOR] 2251419
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 42558603
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1233476
[DISTRIBUTIONS-OF-GAINS] 4572
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1496234
[NUMBER-OF-SHARES-REDEEMED] 314611
[SHARES-REINVESTED] 66421
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 33041000
[PER-SHARE-NAV-BEGIN] 12.32
[PER-SHARE-NII] .45
[PER-SHARE-GAIN-APPREC] (.16)
[PER-SHARE-DIVIDEND] .45
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.16
[EXPENSE-RATIO] 1.84
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000820120
[NAME] OPPENHEIMER CHAMPION HIGH YIELD FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] SEP-30-1994
[PERIOD-START] OCT-01-1993
[PERIOD-END] SEP-30-1994
[INVESTMENTS-AT-COST] 187696866
[INVESTMENTS-AT-VALUE] 184815930
[RECEIVABLES] 6147255
[ASSETS-OTHER] 4168
[OTHER-ITEMS-ASSETS] 91720
[TOTAL-ASSETS] 191059073
[PAYABLE-FOR-SECURITIES] 1466028
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1344537
[TOTAL-LIABILITIES] 2810565
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 192153811
[SHARES-COMMON-STOCK] 13025896
[SHARES-COMMON-PRIOR] 8096390
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (232629)
[ACCUMULATED-NET-GAINS] (790678)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (2881996)
[NET-ASSETS] 160505162
[DIVIDEND-INCOME] 440348
[INTEREST-INCOME] 13756895
[OTHER-INCOME] 0
[EXPENSES-NET] 1875382
[NET-INVESTMENT-INCOME] 12321861
[REALIZED-GAINS-CURRENT] (587272)
[APPREC-INCREASE-CURRENT] (5840526)
[NET-CHANGE-FROM-OPS] 5894063
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 11428985
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 1833507
[NUMBER-OF-SHARES-SOLD] 10281508
[NUMBER-OF-SHARES-REDEEMED] 6017355
[SHARES-REINVESTED] 665353
[NET-CHANGE-IN-ASSETS] 83783476
[ACCUMULATED-NII-PRIOR] 1360570
[ACCUMULATED-GAINS-PRIOR] 2978582
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1026200
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1875382
[AVERAGE-NET-ASSETS] 135431000
[PER-SHARE-NAV-BEGIN] 12.90
[PER-SHARE-NII] 1.10
[PER-SHARE-GAIN-APPREC] (.38)
[PER-SHARE-DIVIDEND] 1.10
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] .20
[PER-SHARE-NAV-END] 12.32
[EXPENSE-RATIO] 1.22
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000820120
[NAME] OPPENHEIMER CHAMPION HIGH YIELD FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] OTHER
[FISCAL-YEAR-END] SEP-30-1994
[PERIOD-START] DEC-01-1993
[PERIOD-END] SEP-30-1994
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 0
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 0
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 2251419
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 27743346
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 828957
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 29669
[NUMBER-OF-SHARES-SOLD] 2447647
[NUMBER-OF-SHARES-REDEEMED] 242170
[SHARES-REINVESTED] 45942
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 13693000
[PER-SHARE-NAV-BEGIN] 13.13
[PER-SHARE-NII] .75
[PER-SHARE-GAIN-APPREC] (.60)
[PER-SHARE-DIVIDEND] .77
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] .19
[PER-SHARE-NAV-END] 12.32
[EXPENSE-RATIO] 1.94
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
