OPPENHEIMER MAIN STREET CALIFORNIA TAX-EXEMPT FUND
Supplement Dated January 5, 1996 to the
Prospectus dated November 1, 1995
The following changes are made to the Prospectus:
1. The name "Oppenheimer Management Corporation" is changed to
"OppenheimerFunds, Inc." in "Expenses - Annual Fund Operating Expenses,"
"A Brief Overview of the Fund - Who Manages The Fund," Footnote 1 to the
Financial Highlights table and the back cover page of the Prospectus. The
name "Oppenheimer Funds Distributor, Inc." is changed to "OppenheimerFunds
Distributor, Inc." in "How the Fund is Managed - The Distributor," "How
to Buy Shares - Buying Shares Through the Distributor" and the back cover
page of the Prospectus. The name "Oppenheimer Shareholder Services" is
changed to "OppenheimerFunds Services" on the front and back cover pages
of the Prospectus, in "How the Fund is Managed - the Transfer Agent" and
in "How to Sell Shares - Selling Shares by Mail."
2. In "How to Buy Shares," a new section is added before the section
entitled "Buying Class A Shares" on page 26 as follows:
Special Sales Charge Arrangements for Certain Persons. Appendix
A to this Prospectus sets forth conditions for the waiver of,
or exemption from, sales charges or the special sales charge
rates that apply to purchases of shares of the Fund (including
purchases by exchange) by a person who was a shareholder of one
of the Former Quest for Value Funds (as defined in that
Appendix).
3. In "How to Buy Shares - Class A Shares - Waivers of Class A Sales
Charges," under the caption "Waivers of Initial and Contingent Deferred
Sales Charges for Certain Purchasers" beginning on page 27, the following
is added to the end of the section:
- directors, trustees, officers or full-time employees of
OpCap Advisors or its affiliates, their relatives or any trust,
pension, profit sharing or other benefit plan which beneficially
owns shares for those persons;
- accounts for which Oppenheimer Capital is the investment adviser
(the Distributor must be advised of this arrangement) and persons who
are directors or trustees of the company or trust which is the
beneficial owner of such accounts;
- any unit investment trust that has entered into an appropriate
agreement with the Distributor.
4. In "How to Buy Shares - Class A Shares - Waivers of Class A Sales
Charges," the following is added at the end of the section entitled
"Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions" on page 29:
- shares purchased with the proceeds of maturing principal of units
of any Qualified Unit Investment Liquid Trust Series;
5. The following "Appendix A" is added to the Prospectus after the
section entitled "Dividends, Capital Gains and Taxes":
APPENDIX A
Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds
The initial and contingent sales charge rates and waivers for Class
A and Class B shares of the Fund described elsewhere in this Prospectus
are modified as described below for those shareholders of (i) Quest for
Value Fund, Inc., Quest for Value Growth and Income Fund, Quest for Value
Opportunity Fund, Quest for Value Small Capitalization Fund and Quest for
Value Global Equity Fund, Inc. on November 24, 1995, when
OppenheimerFunds, Inc. became the investment adviser to those funds, and
(ii) Quest for Value U.S. Government Income Fund, Quest for Value
Investment Quality Income Fund, Quest for Global Income Fund, Quest for
Value New York Tax-Exempt Fund, Quest for Value National Tax-Exempt Fund
and Quest for Value California Tax-Exempt Fund when those funds merged
into various Oppenheimer funds on November 24, 1995. The funds listed
above are referred to in this Prospectus as the "Former Quest for Value
Funds." The waivers of initial and contingent deferred sales charges
described in this Appendix apply to shares of the Fund (i) acquired by
such shareholder pursuant to an exchange of shares of one of the
Oppenheimer funds that was one of the Former Quest for Value Funds or (ii)
received by such shareholder pursuant to the merger of any of the Former
Quest for Value Funds into an Oppenheimer fund on November 24, 1995.
Class A Sales Charges
- - Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders
- - Purchases by Groups and Associations. The following table sets forth the
initial sales charge rates for Class A shares purchased by members of
"Associations" formed for any purpose other than the purchase of
securities if that Association purchased shares of any of the Former Quest
for Value Funds or received a proposal to purchase such shares from OCC
Distributors prior to November 24, 1995.
Front-End Front-End
Sales Sales Commission
Charge Charge as
as a as a Percentage
Number of Percentage Percentage of
Eligible Employees of Offering of Amount Offering
or Members Price Invested Price
[S] [C] [C] [C]
9 or fewer 2.50% 2.56% 2.00%
At least 10 but not
more than 49 2.00% 2.04% 1.60%
[/TABLE]
For purchases by Associations having 50 or more eligible employees
or members, there is no initial sales charge on purchases of Class A
shares, but those shares are subject to the Class A contingent deferred
sales charge described on pages 27 and 28 of this Prospectus.
Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of members of an
Association or the sales charge rate that applies under the Rights of
Accumulation described above in the Prospectus. Individuals who qualify
under this arrangement for reduced sales charge rates as members of
Associations also may purchase shares for their individual or custodial
accounts at these reduced sales charge rates, upon request to the Fund's
Distributor.
- - Special Class A Contingent Deferred Sales Charge Rates
Class A shares of the Fund purchased by exchange of shares of other
Oppenheimer funds that were acquired as a result of the merger of Former
Quest for Value Funds into those Oppenheimer funds, and which shares were
subject to a Class A contingent deferred sales charge prior to November
24, 1995, will be subject to a contingent deferred sales charge at the
following rates: if they are redeemed within 18 months of the end of the
calendar month in which they were purchased, at a rate equal to 1.0% if
the redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent six
months. Class A shares of any of the Former Quest Fund for Value Funds
purchased without an initial sales charge on or before November 22, 1995
will continue to be subject to the applicable contingent deferred sales
charge in effect as of that date as set forth in the then-current
prospectus for such fund.
- - Waiver of Class A Sales Charges for Certain Shareholders
Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:
- Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.
- Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.
- - Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions
The Class A contingent deferred sales charge will not apply to redemptions
of Class A shares of the Fund purchased by the following investors who
were shareholders of any Former Quest for Value Fund:
- Investors who purchased Class A shares from a dealer that is or was
not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted
under that law.
Class A and Class B Contingent Deferred Sales Charge Waivers
- - Waivers for Redemptions of Shares Purchased Prior to March 6, 1995
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A or B shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest for Value Fund or into which
such fund merged, if those shares were purchased prior to March 6, 1995:
in connection (i) withdrawals under an automatic withdrawal plan holding
only Class B shares if the annual withdrawal does not exceed 10% of the
initial value of the account, and (ii) liquidation of a shareholder's
account if the aggregate net asset value of shares held in the account is
less than the required minimum value of such accounts.
- - Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995.
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A or B shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which
such fund merged, if those shares were purchased on or after March 6,
1995, but prior to November 24, 1995: (1) redemptions following the death
or disability of the shareholder(s) (as evidenced by a determination of
total disability by the U.S. Social Security Administration);
(2) withdrawals under an automatic withdrawal plan (but only for Class B
shares) where the annual withdrawals do not exceed 10% of the initial
value of the account; and (3) liquidation of a shareholder's account if
the aggregate net asset value of shares held in the account is less than
the required minimum account value. A shareholder's account will be
credited with the amount of any contingent deferred sales charge paid on
the redemption of any Class A or B shares of the Fund described in this
section if within 90 days after that redemption, the proceeds are invested
in the same Class of shares in this Fund or another Oppenheimer fund.
January 5, 1996
