<PAGE>
Registration No. 33-23223
File No. 811-5582
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. 10 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 10 / X /
OPPENHEIMER CASH RESERVES FUND
- -----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)
1-303-671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On April 25, 1995 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On _______, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / 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 December 31, 1994 was filed on February 27, 1995.
<PAGE>
FORM N-1A
OPPENHEIMER CASH RESERVES
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Fund Expenses; Brief Overview of the Fund
3 Financial Highlights; Yield Information
4 Front Cover Page; Investment Restrictions; Investment
Objective and Policies
5 How the Fund is Managed; Back Cover; Fund Expenses;
Additional Information - The Custodian and the Transfer Agent
6 How the Fund is Managed -- Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 Shareholder Account Rules and Policies; How to Exchange
Shares; Special Investor Services; How to Buy Shares; How to
Sell Shares
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions; Appendix A: Description of Securities Ratings;
Appendix B: Industry Classifications
14 How the Fund is Managed -- Trustees and Officers
15 How the Fund is Managed -- Trustees and Officers - Major
Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 How the Fund is Managed
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; Additional Information about the
Fund - the Distributor
22 Performance of the Fund
23 Financial Statements
_______________
* Not applicable or negative answer.
<PAGE>
Oppenheimer Cash Reserves
Prospectus dated April 25, 1995
Oppenheimer Cash Reserves (the "Fund") is a "money-market" mutual fund
that seeks, as its investment objective, the maximum current income that
is consistent with stability of principal. The Fund seeks to achieve this
objective by investing in money market securities meeting specified
quality standards. See "Investment Objectives and Policies."
The Fund offers three classes of shares which may be acquired at net
asset value. Investors may purchase the Fund's no-load "Class A" shares
directly. The Fund's "Class B shares" and "Class C shares," which are
subject to an asset-based sales charge, are generally available only by
exchange at net asset value of Class B shares or Class C shares of other
OppenheimerFunds. See "How to Buy Shares."
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. While the Fund seeks to maintain a stable net asset
value of $1.00 per share of each class, there can be no assurance that it
will be able to do so.
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 April 25, 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).
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.
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
4 Expenses
6 Brief Overview of the Fund
7 Financial Highlights
10 Investment Objective and Policies
14 How the Fund is Managed
16 Performance of the Fund
16 ABOUT YOUR ACCOUNT
21 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
23 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
25 How to Sell Shares
By Mail
By Telephone
By Wire
Checkwriting
27 How to Exchange Shares
28 Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
<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.
Each class of shares bears different expenses. All shareholders therefore
pay those expenses indirectly. Shareholders pay other expenses directly,
such as shareholder transactions charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended December 31, 1994.
-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" on pages
16 through 21 for an explanation of how and when these charges apply.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge None None None
on Purchases
- --------------------------------------------------------------------------
Sales Charge on None None None
Reinvestment Dividends
- --------------------------------------------------------------------------
Redemption Fees None(1) 5.0%(1)(2) 1.0%(1)(3)
- --------------------------------------------------------------------------
Exchange Fees None None None
- --------------------------------------------------------------------------
</TABLE>
1. There is a $10 transaction fee for redemptions paid by Federal
Funds wire, but not for redemption proceeds paid by check, or ACH wire
through AccountLink, or, with respect to Class A shares only, for which
checkwriting privileges are used (see "How to Sell Shares").
2. A 5% contingent deferred sales charge is imposed on the proceeds of
Class B shares redeemed within one year of their purchase, declining to
1% in the sixth year and eliminated thereafter, subject to certain
exceptions. See "How to Buy Shares," below.
3. A 1.0% contingent deferred sales charge is imposed on the proceeds of
Class C shares redeemed within 12 months of their purchase, subject to
certain conditions. See "How to Buy 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 below in "How
the Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.
The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of 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 the Service
Plan Fees (which can be up to a maximum of 0.20% of average annual net
assets of that class), and for Class B and Class C shares, equal the
asset-based sales charge of 0.75%. At present, the service fee paid on
Class B and Class C shares has been set at zero but a service fee of up
to 0.25% is permitted.
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.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.50% 0.50% 0.50%
- --------------------------------------------------------------------------
12b-1 Distribution Plan 0.20% 0.75% 0.75%
Fees
- --------------------------------------------------------------------------
Other Expenses 0.62% 0.64% 0.65%
- --------------------------------------------------------------------------
Total Fund Operating 1.32% 1.89% 1.90%
Expenses
- --------------------------------------------------------------------------
</TABLE>
-- 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 the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses chart above. If you were to redeem your shares at the end of
each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $13 $42 $ 72 $159
- --------------------------------------------------------------------------
Class B Shares $69 $89 $122 $193
- --------------------------------------------------------------------------
Class C Shares $29 $60 $103 $222
- --------------------------------------------------------------------------
</TABLE>
If you did not redeem your investment, it would incur the following
expenses:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $13 $42 $ 72 $159
- --------------------------------------------------------------------------
Class B Shares $19 $59 $102 $193
- --------------------------------------------------------------------------
Class C Shares $19 $60 $103 $222
- --------------------------------------------------------------------------
</TABLE>
1. The Class B expenses in years 7 through 10 are based on the Class
A expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Long-term Class B and Class
C shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge. The automatic conversion is designed to minimize the likelihood
that this will occur. Please refer to "How to Buy 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.
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 Is The Fund's Investment Objective? The Fund's investment
objective is to seek the maximum current income that is consistent with
stability of principal.
-- What Does The Fund Invest In? The Fund invests in money market
securities meeting specified quality standards consistent with Rule 2a-7
under the Investment Company Act of 1940. Those securities may include
U.S. government securities, bank obligations, commercial paper and certain
corporate debt obligations.
-- Who Manages The Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) advises investment company portfolios having over $30 billion
in assets at March 31, 1995. The Fund's portfolio manager, Dorothy
Warmack, is employed by the Manager and is primarily responsible for the
selection of the Fund's securities. The Manager is paid an advisory fee
by the Fund, based on its assets. The Fund's Board of Trustees, elected
by shareholders, oversees the investment adviser and the portfolio
manager. Please refer to "How the Fund is Managed," starting on page 14
for more information about the Manager and its fees.
-- How Risky Is The Fund? The Fund is a money market fund that
seeks to maintain a net asset value per share of $1.00. Like all
investments, the value of the Fund's investments are subject to interest
rate risks and credit risks, and their value will vary inversely with
changes in interest rates. The types of securities in which the Fund
invests are of shorter maturities and the Fund generally holds them to
maturity, and price fluctuations should not affect the value of the Fund's
shares. There is no assurance that the Fund will be able to maintain a
net asset value per share at $1.00. For a further discussion, see
"Investment Policies and Strategies" below and "Determination of Net Asset
Value Per Share" in the Statement of Additional Information.
-- How Can I Buy Shares? You can buy Class A shares through your
dealer or financial institution, or you can purchase shares directly
through the Distributor by completing an Application or by using and
Automatic Investment Plan under AccountLink. The Fund's Class B and Class
C shares are generally available only by exchange at net asset value of
Class B shares or Class C shares of other OppenheimerFunds. Class B and
Class C shares may be purchased directly only by participants in the
OppenheimerFunds proprietary 401(k) plan.
Please refer to "How to Buy Shares" starting on page 16 for more
details.
-- Will I Pay A Sales Charge To Buy Shares? No. Shares of the Fund
may be purchased at their net asset value, which will remain fixed at
$1.00 per share except under extraordinary circumstances. However, shares
of the Fund may be subject to a contingent deferred sales charge when
redeemed, and Class B and Class C shares are subject to an annual asset-
based sales charge. There can be no assurance that the Fund's net asset
value will not vary.
-- 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 Fund account, or by wire to a
previously designated bank account. Please refer to "How to Sell Shares"
starting on page 23.
-- How Has The Fund Performed? The Fund measures its performance
by quoting its "yield" and "compounded effective yield," which measure
historical performance. Those yields can be compared to the yields of
other money market funds. Please remember that past performance does not
guarantee future results.
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 December 31, 1994, is included in the Statement of Additional
Information.
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .03 .02 .03 .06 .07
Dividends and distributions
to shareholders (.03) (.02) (.03) (.06) (.07)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $99,361 $70,924 $89,266 $112,883 $44,293
Average net assets (in thousands) $87,908 $76,910 $104,970 $105,352 $32,637
Number of shares outstanding at
end of period (in thousands) 99,415 70,978 89,320 112,930 44,295
Ratios to average net assets:
Net investment income 3.25% 1.99% 3.07% 5.13% 7.32%
Expenses, before voluntary
reimbursement by the Manager 1.32% 1.55% 1.42% 1.22% 1.29%
Expenses, net of voluntary
reimbursement by the Manager N/A N/A 1.25% 1.15% 1.00%
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------- ------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1989(3) 1994 1993(2) 1994 1993(1)
------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .08 .03 --(4) .02 --(4)
Dividends and distributions
to shareholders (.08) (.03) --(4) (.02) --(4)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $19,227 $46,803 $628 $5,604 $1
Average net assets (in thousands) $6,280 $21,262 $454 $2,107 $1
Number of shares outstanding at
end of period (in thousands) 19,228 46,803 628 5,604 1
Ratios to average net assets:
Net investment income 8.10%(5) 3.05% 1.49%(5) 3.19% 1.18%(5)
Expenses, before voluntary
reimbursement by the Manager 1.74%(5) 1.89% 2.12%(5) 1.90% 2.35%(5)
Expenses, net of voluntary
reimbursement by the Manager 1.00%(5) N/A N/A N/A N/A
</TABLE>
1. For the period from December 1, 1993
(inception of offering) to December 31, 1993.
2. For the period from August 17, 1993
(inception of offering) to December 31, 1993.
3. For the period from January 3, 1989
(commencement of operations) to December 31,
1989.
4. Less than $.005 per share.
5. Annualized.
<PAGE>
Investment Objective and Policies
Objective. The Fund invests its assets to seek the maximum current income
that is consistent with stability of principal.
Investment Policies and Strategies. In seeking its objective, the Fund
invests in money market securities meeting specified quality standards
consistent with Rule 2a-7 under the Investment Company Act of 1940.
Shares of each class may be purchased at their respective net asset value,
which will remain fixed at $1.00 per share except under extraordinary
circumstances. Class B shares and Class C shares may be acquired by
exchange, only, of Class B and Class C shares, respectively, of other
OppenheimerFunds. There can be no assurance, however, that the Fund's net
asset values will not vary or that the Fund will achieve its investment
objective.
-- Money Market Securities. Money market securities in which the
Fund may invest include:
-- U.S. Government Securities. Obligations issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities.
-- Bank Obligations and Instruments Secured Thereby. Time deposits,
certificates of deposit and bankers' acceptances if they are (1)
obligations of a domestic bank with total assets of at least $1 billion
or (2) U.S. dollar-denominated obligations of a foreign bank with total
assets of at least U.S. $1 billion. The Fund may also invest in
instruments secured by such obligations, such as other debt obligations
guaranteed by the bank. The term "bank" includes commercial banks,
savings banks, and savings and loan associations which may or may not be
members of the Federal Deposit Insurance Corporation ("FDIC"). The term
"foreign bank" includes foreign branches of U.S. banks (issuers of
"Eurodollar" instruments), U.S. branches and agencies of foreign banks
(issuers of "Yankee dollar" instruments), and foreign branches of foreign
banks.
-- Commercial Paper. Commercial paper is short-term, unsecured
promissory notes of a domestic or foreign company. The Fund's purchase
of commercial paper is limited to direct obligations of issuers that at
the time of purchase are Eligible Securities (defined below), and that are
rated by at least one Rating Organization in one of the two highest rating
categories for short-term debt securities, or are unrated securities
judged by the Manager to be comparable securities.
-- Corporate Obligations. Corporate debt obligations other than
commercial paper of issuers that at the time of purchase are Eligible
Securities that are rated by at least one Rating Organization in one of
the two highest rating categories for short-term debt securities, or
comparable unrated securities.
-- Other Obligations. Obligations other than those listed above if
they are (1) subject to repurchase agreements or (2) guaranteed as to
principal and interest by a domestic bank having total assets in excess
of $1 billion or by a corporation whose commercial paper may be purchased
by the Fund.
-- Board-Approved Instruments. These are U.S. dollar-denominated
investments which the Board determines present minimal credit risks and
which are of "high quality" as determined by any Rating Organization or,
in the case of an instrument that is not rated, of comparable quality to
an instrument that is an "Eligible Security," as determined by the Board.
This policy shall be interpreted in light of the restrictions imposed by
Rule 2a-7, described below. Currently, such Board-approved instruments
include dollar-denominated obligations of foreign banks payable in the
U.S. or in London, England, floating or variable rate demand notes, asset-
backed securities, and bank loan participation agreements, subject to
restrictions adopted by the Board. The Board may change its restrictions
from time to time.
-- Interest Rate Risk. The market value of the securities held by
the Fund may be affected by changes in general interest rates. The
current value of debt securities varies inversely with changes in
prevailing interest rates. If interest rates increase after a security
is purchased, that security would normally decline in value. If interest
rates decrease after a security is purchased, its value would rise.
However, those fluctuations in value will not generally result in realized
gains or losses to the Fund since the Fund does not usually intend to
dispose of securities prior to their maturity. A debt security held to
maturity is payable by its issuer at full principal value plus accrued
interest. The Fund may dispose of a portfolio security prior to its
maturity if the Fund believes such disposition advisable or if the Fund
needs to generate cash to satisfy redemptions. In such cases, the Fund
may realize a capital gain or loss.
-- Ratings of Securities. Under Rule 2a-7 of the Investment Company
Act of 1940, the Fund uses the amortized cost method to value its
portfolio securities to determine the Fund's net asset value per share.
Rule 2a-7 places restrictions on a money market fund's investments. Under
the Rule, the Fund may purchase only those securities that the Manager,
under Board-approved procedures, has determined have minimal credit risks
and are "Eligible Securities". An "Eligible Security" is (a) one that has
been rated in one of the two highest short-term rating categories by any
two "nationally-recognized statistical rating organizations" (as defined
in the Rule) ("Rating Organizations"), or, if only one Rating Organization
has rated that security, by that Rating Organization, or (b) an unrated
security that is judged by the Manager to be of comparable quality to
"Eligible Securities" rated by Rating Organizations. The Rule permits the
Fund to purchase "First Tier Securities," which are Eligible Securities
rated in the highest rating category for short-term debt obligations by
at least two Rating Organizations, or, if only one Rating Organization has
rated a particular security, by that Rating Organization, or comparable
unrated securities. Under the Rule, the Fund may invest only up to 5% of
its assets in "Second Tier Securities," which are Eligible Securities that
are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the
Fund may not invest more than (i) 5% of its total assets in the securities
of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or (ii) 1% of its total assets or $1 million (whichever
is greater) in Second Tier Securities of any one issuer. The Fund's Board
must approve or ratify the purchase of Eligible Securities that are
unrated or are rated by only one Rating Organization. Additionally, under
Rule 2a-7, the Fund must maintain a dollar-weighted average portfolio
maturity of no more than 90 days, and the maturity of any single portfolio
investment may not exceed 397 days. Certain of the Fund's investment
policies are more restrictive than the provisions of Rule 2a-7. See
"Other Investment Restrictions," below. For example, as a matter of
fundamental policy, the Fund cannot invest in any debt instrument having
a maturity in excess of one year from the date of purchase, unless subject
to a demand feature not exceeding one year that requires payment on not
more than 30 days' notice. The Board regularly reviews reports from the
Manager with respect to compliance by the Manager with the Fund's
procedures and with the Rule.
Appendix A of the Statement of Additional Information contains
descriptions of the rating categories of Rating Organizations. Ratings
at the time of purchase will determine whether securities may be acquired
under the above restrictions. The rating restrictions described in this
Prospectus do not apply to banks in which the Fund's cash is kept.
Subsequent downgrades in ratings may require reassessments of the credit
risks presented by a security and may require their sale.
-- Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, described above, as well as investment
policies it follows to try to achieve its objective. Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment polices. 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 objective is a fundamental policy.
The Fund's Board of Trustees may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus. Fundamental policies 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).
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.
-- Floating Rate/Variable Rate Notes. The Fund may purchase notes
with floating or variable interest rates. Variable rates are adjustable
at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market index for such investments, such as the
prime rate of a bank. If the maturity of such notes is greater than one
year, they may be purchased if they have a demand feature which may not
exceed one year and requires payment on not more than 30 days' notice.
-- Obligations of Foreign Banks and Foreign Branches of U.S. Banks.
Because the Fund may invest in U.S. dollar-denominated securities of (1)
foreign banks that are payable in the U.S. or in London, England, and (2)
foreign branches of U.S. banks, the Fund may be subject to additional
investment risks different from those incurred by an investment company
that invests only in debt obligations of domestic branches of U.S. banks.
Such risks may include future political and economic developments of the
country in which the bank or branch is located, possible imposition of
withholding taxes on interest income payable on the securities, possible
seizure or nationalization of foreign deposits, the possible establishment
of exchange control regulations, or the adoption of other governmental
restrictions that might affect the payment of principal and interest on
such securities. Additionally, not all U.S. and state banking laws and
regulations applicable to domestic banks relating to maintenance of
reserves, loan limits and financial soundness apply to foreign branches
of domestic banks, and none of them apply to foreign banks.
-- Bank Loan Participation Agreements. Subject to the provisions of
Rule 2a-7 and the limitation on "illiquid securities," below, the Fund may
invest in bank loan participation agreements that provide the Fund with
an undivided interest in a loan made by the issuing bank in the proportion
the Fund's interest bears to the total principal amount of the loan. The
Fund must look to the creditworthiness of the borrower obligated to make
principal and interest payments on the loan.
-- Asset-Backed Securities. Subject to Rule 2a-7, the Fund may
invest in asset-backed securities which are fractional interests in pools
of consumer loans and other trade receivables. They are issued by trusts
and special purpose corporations. They are backed by a pool of assets,
such as credit card or auto loan receivables, which are the obligations
of a number of different parties. The income from the underlying pool is
passed through to holders, such as the Fund. These securities are
frequently supported by a credit enhancement, such as a letter of credit,
a guarantee or a preference right. However, the extent of the credit
enhancement may be different for different securities and generally
applies to only a fraction of the security's value. A risk of these
securities is that the issuer of the security may have no security
interest in the related collateral.
-- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to certain types of eligible
borrowers approved by the Board of Trustees. After any loan, the value
of the securities loaned must not exceed 25% of the value of the Fund's
total assets. There are some risks in connection with securities lending.
The Fund might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities. The Fund
presently does not intend to engage in loans of securities that will
exceed 5% of the value of the Fund's total assets in the coming year.
-- Repurchase Agreements. The Fund may enter into repurchase
agreements. 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 will cause more than 10% of its net
assets to be subject to repurchase agreements maturing in more than seven
days. 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. See the
Statement of Additional Information for more details.
-- 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. Certain restricted
securities, eligible for resale to qualified institutional purchasers, are
not subject to that limit.
Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) invest in any debt instrument
having a maturity in excess of one year from the date of purchase, unless
purchased subject to a demand feature which may not exceed one year and
requires payment on not more than 30 days' notice; (2) enter into a
repurchase agreement or purchase a security subject to a call for
redemption if the scheduled repurchase or redemption date is greater than
one year; (3) with respect to 75% of its assets, purchase securities
issued or guaranteed by any one issuer (except the U.S. Government or its
agencies or instrumentalities), if 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; (4) concentrate
investments to the extent of 25% of its assets in any industry; except for
obligations of foreign banks or foreign branches of domestic banks, the
instruments set forth in "Bank Obligations and Instruments Secured
Thereby" and "U.S. Government Securities" under "Investment Objective and
Policies" are not subject to this limitation; (5) make loans, except that
the Fund may purchase debt instruments described in "Investment Objective
and Policies" and repurchase agreements, and the Fund may lend its
portfolio securities as described in its investment policy stated above;
or (6) borrow money in excess of 10% of the value of its total assets or
make any investment when borrowings exceed 5% of the value of its total
assets; it may borrow only as a temporary measure for extraordinary or
emergency purposes; no assets of the Fund may be pledged, mortgaged or
assigned to secure a debt.
All of the percentage restrictions described above and elsewhere in
this Prospectus and the Statement of Additional Information (except those
restricting borrowing money), 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
Organizational History. The Fund was organized in 1988 as a
Massachusetts business trust. The Fund is a diversified, open-end
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 for
protecting the interests of shareholders under Massachusetts law. 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 the officers of the Fund and provides
more information about them. 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. Each
class may have a different net asset value. The Board has done so, and
the Fund currently has three classes of shares, Class A, Class B and Class
C. Each class has its own dividends and distributions, and pays certain
expenses which may be different for the different classes. Each share has
one vote at shareholder meetings, with fractional shares voting
proportionally. Only shares of a class vote together on matters that
affect that class alone. Shares are freely transferrable.
The Manager and Its Affiliates. The Fund is managed by the Manager,
which 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 and its fees, and describes the expenses that the Fund
pays to conduct its business.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $30 billion as
of March 31, 1995, and with more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.
-- Portfolio Manager. The Portfolio Manager of the Fund (who is also
a Vice President of the Fund) is Dorothy Warmack, a Vice President of the
Manager. She has been responsible for the day-to-day management of the
Fund's portfolio since January, 1992. She also serves as an officer of
Centennial Asset Management Corporation, an investment adviser subsidiary
of the Manager, and as an officer and portfolio manager for other
OppenheimerFunds.
-- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.50% of the first $250 million of
net assets; 0.475% of the next $250 million; 0.45% of the next $250
million; 0.425% of the next $250 million; and 0.40% of net assets in
excess of $1 billion. The Fund's management fee for its last fiscal year
was 0.50% of average annual net assets for Class A, Class B and Class C
shares, respectively.
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, but 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.
-- 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 "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.
-- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown
below in this Prospectus or on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms
"yield" and "compounded effective yield" to illustrate its performance.
This performance information may be useful to help you see how well your
investment has done and to compare it to other money market funds.
It is important to understand that the Fund's yields represent past
performance and should not be considered to be predictions of future
performance. This performance data is described below, but more detailed
information about how yields 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
acquire.
-- Yield. The "yield" of each class of shares of the Fund is the
net investment income generated by an investment in a class of shares of
the Fund over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that
seven days is assumed to be generated each week over a 52-week period, and
is shown as a percentage of the investment.
-- Compounded Effective Yield. The "compounded effective yield" of
each class of shares of the Fund is calculated similarly, but the
annualized income earned by an investment in a class of shares of the Fund
is assumed to be reinvested. The "compounded effective yield" will be
slightly higher than the yield because of the effect of the assumed
reinvestment.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund's Class A shares may be purchased without
sales charge. Class B shares may generally be acquired only by exchange
of Class B shares of other OppenheimerFunds. Class C shares may generally
be acquired only by exchange of Class C shares of other OppenheimerFunds.
Class B and Class C shares may be purchased directly only by participants
in the OppenheimerFunds proprietary 401(k) plan.
-- Class A Shares. You may buy Class A shares without paying a sales
charge.
-- Class B Shares. If you acquire Class B shares, you pay no sales
charge at the time of purchase. However, if you redeem your shares, a 5%
contingent deferred sales charge is normally imposed on shares redeemed
within one year of purchase, declining to 1% in the sixth year and
eliminated thereafter.
-- Class C Shares. If you acquire 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%.
-- At What Price Are Shares Sold? The offering price of shares of
each class is the net asset value per share, without an initial sales
charge (but Class B and C shares may be subject to a contingent deferred
sales charge when they are redeemed, as described in the preceding
sections). The net asset value of each class of shares will remain fixed
at $1.00 per share, except under extraordinary circumstances, which are
more fully discussed in "Determination of Net Asset Value Per Share" in
the Statement of Additional Information. The Fund intends to be as fully
invested as practicable to maximize its yield. Therefore, dividends will
accrue on newly-purchased shares only after the purchase order is accepted
by the Distributor, as described below.
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 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, unless your
dealer uses the "guaranteed payment" procedure described below, 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. You can open a Fund account for Class A shares
with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced minimum
investments under special investment plans:
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.
Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
-- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.
-- 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.
-- Payment by Check. If payment is made by check in U.S. dollars
drawn on a U.S. bank, dividends will begin to accrue on the next regular
business day after the purchase order is accepted by the Distributor.
-- Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wire. The minimum investment is $2,500. You must first call the
Distributor's Wire Department at 1-800-525-7041 to notify the Distributor
of the wire, and to receive further instructions.
-- Guaranteed Payment. Broker-dealers that have sales agreements
with the Distributor may place purchase orders with the Distributor before
the close of The New York Stock Exchange on a regular business day, and
the order will be effected that day if the broker-dealer guarantees that
the Fund's Custodian Bank will receive Federal Funds to pay for the
purchase by 2:00 P.M., on the next regular business day. Dividends will
begin to accrue on shares purchased in this way on the regular business
day the Federal Funds are received by the required time.
-- 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,
or to have the Transfer Agent send redemption proceeds, or transmit
dividends and distributions to your bank account.
Shares are purchased for your account through AccountLink on the
regular business day the Distributor is instructed by you to initiate the
ACH transfer to buy shares. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by
telephone instructions using OppenheimerFunds PhoneLink, also described
below. You should request AccountLink privileges on the application or
dealer settlement instructions used to establish your account. Please
refer to "AccountLink," below for more details.
-- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
-- 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 0.20% 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 0.20% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.
Class B Shares. Class B shares may be acquired at net asset value per
share only by exchange of Class B shares of other OppenheimerFunds. If
Class B shares are redeemed within 6 years of the purchase of the Class
B shares that were exchanged, 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).
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 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 Purchase On Redemptions in that Year
Payment Was Made (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.
-- Waivers of Class B Sales Charge. The Class B contingent deferred
sales charge will be waived if the shareholder requests it for any of the
following redemptions: (1) distributions to participants or beneficiaries
from Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2, as
long as the payments are no more than 10% of the account value annually
(measured from the date the Transfer Agent receives the request), or (b)
following the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary; (2) redemptions from accounts
other than Retirement Plans following the death or disability of the
shareholder (the disability must have occurred after the account was
established and you must provide evidence of a determination of disability
by the Social Security Administration); (3) returns of excess
contributions to Retirement Plans and (4) distributions from IRAs
(including SEP-IRAs and SAR/SEP accounts) before the participant is age
59 1/2, and distributions from 403(b)(7) custodial plans or pension or
profit sharing plans before the participant is age 59 1/2 but only after
the participant has separated from service, if the distributions are made
in substantially equal periodic payments over the life (or life
expectancy) of the participant or the joint lives (or joint and last
survivor expectancy) of the participant and the participant's designated
beneficiary (and the distributions must comply with the other requirements
for such distributions under the Internal Revenue Code and may not exceed
10% of the account value annually, measured from the date the Transfer
Agent receives the request).
The contingent deferred sales charge is also waived on Class B shares
in the following cases: (1) shares sold to the Manager or its affiliates;
(2) 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; (3) shares issued in plans of
reorganization to which the Fund is a party; and (4) shares redeemed in
involuntary redemptions as described below.
-- Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares of another OppenheimerFund that are exchanged for
Class B shares of the Fund, 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 reimburse
the Distributor in connection with the distribution and service of the
Fund's Class B shares. 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 is also authorized
to receive a service fee of 0.25% per year. At present the service fee
paid on Class B shares by the Fund to the Distributor and by the
Distributor to dealers is set at zero. 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 Class B Plan enables the Distributor to offer an exchange
privilege between Class B shares of the Fund and Class B shares of other
OppenheimerFunds, as described below, without assessing a contingent
deferred sales charge at the time of the exchange. The asset-based sales
charge paid to the Distributor by the Fund and the payment of the
contingent deferred sales charges are intended to compensate the
Distributor for its activities related to the offering of Class B shares
of Oppenheimer Funds.
The Distributor would use the service fee to compensate dealers for
providing personal service and account maintenance 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 increases Class B expenses by up to 0.75% of average net assets per
year, and if the service fee were paid, would further increase the Fund's
expenses by 0.25% of average net assets per year.
If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the net asset-based sales charge
to the Distributor for certain expenses it incurred before the Plan was
terminated.
Class C Shares. Class C shares may be acquired at net asset value per
share only by exchange of Class C shares of other OppenheimerFunds.
However, if Class C shares are redeemed within 12 months of the purchase
of the Class C shares that were exchanged, 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).
To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
-- Waivers of Class C Sales Charge. The Class C contingent deferred
sales charge will be waived if the shareholder requests it for any of the
redemptions or circumstances described above under "Waivers of Class B
Sales Charge."
-- Distribution and Service Plan for Class C Shares. The Fund has
adopted a Distribution and Service Plan for Class C shares to reimburse
the Distributor in connection with the distributing and service of the
Fund's Class C shares. 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 is also authorized to receive a service fee of 0.25% per
year. At present, the service fee paid on Class C shares by the Fund to
the Distributor and by the Fund to dealers is set at zero. 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 Class C Plan enables
the Distributor to offer an exchange privilege between Class C shares of
the Fund and Class C shares of other OppenheimerFunds, as described below,
without assessing a contingent deferred sales charge at the time of
exchange. The asset-based sales charge paid to the Distributor by the
Fund and the payment of the contingent deferred sales charges are intended
to compensate the Distributor for its activities related to the offering
of Class C shares of OppenheimerFunds.
The Distributor would use the service fee to compensate dealers for
providing personal service and account maintenance 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 increases Class C expenses by up to 0.75% of average net assets per
year and if the service fee were paid, would further increase the Fund's
expenses by 0.25% of average net assets per year.
If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for certain expenses it incurred before the Plan was
terminated.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to
your account at your bank or other financial institution to enable you to
send money electronically between those accounts to perform a number of
types of account transactions, including purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.
-- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
-- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
-- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
-- Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
-- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
-- Automatic Withdrawal Plans. If your Fund account is $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. Class B and Class
C shareholders should not establish Automatic Withdrawal Plans because of
the possible imposition of a contingent deferred sales upon redemption of
such shares.
-- 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 OppenheimerFunds on a monthly, quarterly, semi-annual or
annual basis under an Automatic Exchange Plan. The minimum purchase for
each other OppenheimerFunds account is $25. These exchanges are subject
to the terms of the Exchange Privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Fund shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of the Fund or other OppenheimerFunds without paying a
sales charge. This privilege applies to Class A shares that you sell, and
Class B and Class C shares on which you paid a contingent deferred sales
charge when you redeemed them. You must be sure to ask the Distributor for
this privilege when you send your payment. Please consult the Statement
of Additional Information for more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SARSEP-
IRAs.
-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners
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, by telephone or by wire
or by using the Fund's checkwriting privilege. 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 check is not payable to all shareholders listed on the account
statement
-- the check is not sent to the address of record on your statement
-- shares are being transferred to a Fund account with a different
owner or name
-- shares are redeemed by someone other than the owners (such as an
Executor)
-- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, 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, 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. You may not
redeem shares held in an OppenheimerFunds retirement plan or under a share
certificate by telephone.
-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds wired to that 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 or Wire. 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.
-- Selling Shares by Wire. Shareholders may also request that
redemption proceeds of $2,500 or more be wired in Federal Funds to a
previously designated account at a commercial bank that is a member of the
Federal Reserve wire system. To place a wire redemption request, call the
Transfer Agent at 1-800-852-8457.
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.
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.
-- 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 can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
-- Checks must be written for at least $100.
-- Checks cannot be paid if they are written for more than your
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 10 days.
-- Don't use your checks if you changed your Fund account number.
How to Exchange Shares
Shares of this Fund, other than Class A shares acquired by reinvested
dividends and distributions of this Fund, may be exchanged for shares of
certain OppenheimerFunds at net asset value per share at the time of
exchange, without sales charge. Class A shares of the Fund acquired by
reinvested Fund dividends and distributions may be exchanged for shares
of other OppenheimerFunds upon payment of the sales charge, if applicable,
or may be used to purchase shares of other OppenheimerFunds subject to a
contingent deferred sales charge, if applicable. To exchange shares, you
must meet several conditions:
-- Shares of the fund selected for exchange must be available for
sale in your state of residence
-- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
-- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
-- You must meet the minimum purchase requirements for the fund you
purchase by exchange
-- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are considered "Class A" shares for exchange purposes.
In some cases, sales charges may be imposed on exchange transactions.
Certain OppenheimerFunds offer Class A shares and either Class B or Class
C shares, and a few offer all three classes. A list can be obtained by
calling the Distributor at 1-800-525-7048. 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 address 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 other OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or you can obtain
this information 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 in proper form
by the close of The New York Stock Exchange that day, which is normally
4:00 P.M. but may be earlier on some days. However, either fund may delay
the purchase of shares of the fund you are exchanging into if it
determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the
Fund.
-- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
-- The Fund may amend, suspend or terminate the exchange privilege
at any time. Although the Fund will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at
any time.
-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
-- Net Asset Value Per Share of each class of the Fund will remain
fixed at $1.00, except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of
Additional Information).
-- How is My Broker Compensated? It is important that investors
understand that the purpose of the contingent deferred sales charge and
asset-based sales charge for the Fund's Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A
shares of certain OppenheimerFunds: to compensate the Distributor for
commissions it pays to dealers and financial institutions for selling
shares.
-- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.
-- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
-- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by
mail.
-- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
-- Dealers that can perform account transactions for their clients
by participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.
-- 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. Effective June 7, 1995,
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 with
your bank to 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. 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 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 taxpayer 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 charges when redeeming certain
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 and
updated prospectus to shareholders having the same last name and address
on the Fund's records. However, each shareholder may call the Transfer
Agent at 1-800-525-7048 to ask that copies of those materials be sent
personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends and Distributions. The Fund declares dividends daily from
net investment income of each class and pays those dividends to
shareholders monthly as of a date selected by the Board of Trustees. To
effect its policy of maintaining a net asset value of $1.00 per share of
each class, under certain circumstances, the Fund may withhold dividends
or make distributions from capital or capital gains.
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 Capital Gains Only. You can elect to reinvest 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 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. 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.
-- Taxes on Transactions. Share redemptions, including redemptions
for exchanges, are subject to capital gains tax. A capital gain or loss
is the difference, if any, 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>
Oppenheimer Cash Reserves
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. O P P E N H E I M E R
Two World Trade Center Cash
New York, New York 10048-0203 Reserves
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services Prospectus and
P.O. Box 5270 New Account Application
Denver, Colorado 80217 Effective April 25, 1995
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202-4918
No broker, dealer, salesperson or any other person has
been authorized to give any information or to make any
representations other than those contained in this
Prospectus or the Statement of Additional Information, and
if given or made, such information and representations must
not be relied upon as having been authorized by the Fund,
Oppenheimer Management Corporation, Oppenheimer Funds
Distributor, Inc. or any affiliate thereof. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such
offer in such state.
[logo]OppenheimerFunds
PR0760.001.0495 Printed on recycled paper
<PAGE>
Oppenheimer Cash Reserves
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. O P P E N H E I M E R
Two World Trade Center Cash
New York, New York 10048-0203 Reserves
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services Prospectus
P.O. Box 5270 Effective April 25, 1995
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202-4918
No broker, dealer, salesperson or any other person has
been authorized to give any information or to make any
representations other than those contained in this
Prospectus or the Statement of Additional Information, and
if given or made, such information and representations must
not be relied upon as having been authorized by the Fund,
Oppenheimer Management Corporation, Oppenheimer Funds
Distributor, Inc. or any affiliate thereof. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such
offer in such state.
[logo]OppenheimerFunds
PR0761.001.0495 Printed on recycled paper
<PAGE>
Oppenheimer Cash Reserves
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated April 25, 1995
This Statement of Additional Information of Oppenheimer Cash Reserves
is not a Prospectus. This document contains additional information about
the Fund and supplements information in the Prospectus dated April 25,
1995. It should be read together with the Prospectus, which may be
obtained by writing to the Fund's Transfer Agent, Oppenheimer Shareholder
Services, at P.O. Box 5270, Denver, Colorado 80217 or by calling the
Transfer Agent at the toll-free number shown above.
Contents
Page
About the Fund
Investment Objective and Policies. . . . . . . . . . . . . 2
Investment Policies and Strategies. . . . . . . . . . 2
Other Investment Techniques and Strategies . . . . . . . . 5
Other Investment Restrictions. . . . . . . . . . . . . . . 6
How the Fund is Managed. . . . . . . . . . . . . . . . . . 6
Organization and History. . . . . . . . . . . . . . . 6
Trustees and Officers of the Fund . . . . . . . . . . 7
The Manager and Its Affiliates. . . . . . . . . . . . 10
Performance of the Fund. . . . . . . . . . . . . . . . . . 13
Distribution and Service Plans . . . . . . . . . . . . . . 14
About Your Account
How To Buy Shares. . . . . . . . . . . . . . . . . . . . . 16
How To Sell Shares . . . . . . . . . . . . . . . . . . . . 19
How To Exchange Shares . . . . . . . . . . . . . . . . . . 23
Dividends, Capital Gains and Taxes . . . . . . . . . . . . 26
Additional Information About the Fund. . . . . . . . . . . 27
Financial Information About the Fund
Independent Auditors' Report . . . . . . . . . . . . . . . 28
Financial Statements . . . . . . . . . . . . . . . . . . . 29
Appendix A: Description of Securities Ratings. . . . . . . A-1
Appendix B: Industry Classifications . . . . . . . . . . . B-1
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective 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 objective. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.
The Fund will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Fund may
be affected by changes in general interest rates. Because the current
value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increase after a security is purchased,
that security would normally decline in value. Conversely, should
interest rates decrease after a security is purchased, its value would
rise. However, those fluctuations in value will not generally result in
realized gains or losses to the Fund since the Fund does not usually
intend to dispose of securities prior to their maturity. A debt security
held to maturity is redeemable by its issuer at full principal value plus
accrued interest. To a limited degree, the Fund may engage in short-term
trading to attempt to take advantage of short-term market variations, or
may dispose of a portfolio security prior to its maturity if, on the basis
of a revised credit evaluation of the issuer or other considerations, the
Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain
or loss.
-- Ratings of Securities. The prospectus describes "Eligible
Securities" in which the Fund may invest and indicates that if a
security's rating is downgraded, the Manager and/or the Board may have to
reassess the security's credit risk. If a security has ceased to be a
First Tier Security, Oppenheimer Management Corporation (the "Manager")
will promptly reassess whether the security continues to present "minimal
credit risk." If the Manager becomes aware that any Rating Organization
has downgraded its rating of a Second Tier Security or rated an unrated
security below its second highest rating category, the Fund's Board of
Trustees shall promptly reassess whether the security presents minimal
credit risk and whether it is in the best interests of the Fund to dispose
of it; but if the Fund disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade. If a security is in default, or
ceases to be an Eligible Security, or is determined no longer to present
minimal credit risks, the Board must determine whether it would be in the
best interests of the Fund to dispose of the security. The Rating
Organizations currently designated as such by the Securities and Exchange
Commission are Standard & Poor's Corporation, Moody's Investors Service,
Inc., Fitch Investors Services, Inc., Duff and Phelps, Inc., IBCA Limited
and its affiliate, IBCA, Inc., and Thomson BankWatch, Inc. A discussion
of the ratings categories of those Rating Organizations is contained in
Appendix A.
-- U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies
or instrumentalities and include Treasury Bills (which mature within one
year of the date they are issued) and Treasury Notes and Bonds (which are
issued with longer maturities). The Fund does not generally intend to
routinely invest a significant portion of its assets in U.S. Government
Securities. All Treasury securities are backed by the full faith and
credit of the United States. U.S. Government agencies and
instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks,
Federal Land Banks, Maritime Administration, the Tennessee Valley
Authority and the District of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit
of the United States. Some, such as securities issued by the Federal Home
Loan Banks, are backed by the ability of the agency or instrumentality to
borrow from the Treasury. Others, such as securities issued by the
Federal National Mortgage Association ("Fannie Mae"), are supported only
by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United
States, the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or instrumentality
does not meet its commitment.
Among the U.S. Government Securities that may be purchased by the
Fund are "mortgage-backed securities" of Fannie Mae, the Government
National Mortgage Association ("Ginnie Mae") and the Federal Home Loan
Mortgage Association ("Freddie Mac"). These mortgage-backed securities
include "pass-through" securities and "participation certificates"; both
are similar, representing pools of mortgages that are assembled, with
interests sold in the pool. Payments of principal and interest by
individual mortgagors are "passed through" to the holders of the interests
in the pool. Another type of mortgage-backed securities is the
"collateralized mortgage obligation," which is similar to a conventional
bond and is secured by groups of individual mortgages. Timely payment of
principal and interest on Ginnie Mae pass-throughs is guaranteed by the
full faith and credit of the United States. Freddie Mac and Fannie Mae
are both instrumentalities of the U.S. Government, but their obligations
are not backed by the full faith and credit of the United States.
-- Asset-Backed Securities. These securities, issued by trusts and
special purpose corporations, are backed by pools of assets, primarily
automobile and credit-card receivables and home equity loans, which pass
through the payments on the underlying obligations to the security holders
(less servicing fees paid to the originator or fees for any credit
enhancement). These securities must meet the standards required under
Rule 2a-7. The value of an asset-backed security is affected by changes
in the market's perception of the asset backing the security, 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 any credit enhancement has been
exhausted. Payments of principal and interest passed through to holders
of asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally
applies to only a fraction of the asset-backed security's par value until
exhausted. 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
experience losses or delays in receiving payment. The risks of investing
in asset-backed securities are ultimately dependent upon payment of
consumer loans by the individual borrowers. As a purchaser of an asset-
backed security, 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 above for prepayments of a pool of mortgage loans
underlying mortgage-backed securities. However, asset-backed securities
do not have the benefit of the same security interest in the underlying
collateral as do mortgage backed securities.
-- Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate
on a floating rate obligation is based on a stated prevailing market rate,
such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate
of return on commercial paper or bank certificates of deposit, or some
other standard, and is adjusted automatically each time such market rate
is adjusted. The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at
a specified interval of no more than one year. Some variable rate or
floating rate obligations in which the Fund may invest have a demand
feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued
interest at any time, or at specified intervals not exceeding one year.
These notes may or may not be backed by bank letters of credit.
-- Master Demand Notes. Variable rate demand notes may include
master demand notes which are obligations that permit the Fund to invest
fluctuating amounts, which may change daily without penalty, pursuant to
direct arrangements between the Fund, as the note purchaser, and the
issuer of the note. The interest rates on these notes fluctuate from time
to time. The issuer of such obligations normally has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders of such obligations. Generally, the
changes in the interest rate on such securities reduce the fluctuation in
their market value. As interest rates decrease or increase, the potential
for capital appreciation or depreciation is less than that for fixed-rate
obligations of the same maturity. Because these obligations are direct
lending arrangements between the note purchaser and issuer of the note,
it is not contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these obligations,
although they are redeemable at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of
the note issuer to pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies and the Fund may invest
in obligations which are not so rated only if the Manager determines that
at the time of investment the obligations are of comparable quality to the
other obligations in which the Fund may invest. The Manager, on behalf
of the Fund, will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate obligations in the Fund's
portfolio.
-- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of banks and savings and loan
associations (collectively referred to as "banks") up to $100,000. The
Fund may, within the limits set forth in the Prospectus, purchase bank
obligations which are fully insured as to principal by the FDIC. To
remain fully insured as to principal, these investments must currently be
limited to $100,000 per bank. If the principal amount and accrued
interest together exceed $100,000, then the amount in excess of that
$100,000 will not be insured.
-- Bank Loan Participation Agreements. The Fund may invest in bank
loan participation agreements, subject to the investment limitation set
forth in "Investment Objective and Policies" in the Prospectus as to
investments in illiquid securities. These participation agreements
provide the Fund an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the Fund's participation
interest bears to the total principal amount of the loan. The issuing
bank may have no obligation to the Fund other than to pay it principal and
interest on the loan if and when received by the bank. Thus, the Fund
must look to the creditworthiness of the borrower, which is obligated to
make payments of principal and interest on the loan. If the borrower
fails to pay scheduled principal or interest payments, the Fund may
experience a reduction in income or principal, or both.
Other Investment Techniques and Strategies
-- 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 or
a broker-dealer which has been designated a primary dealer in government
securities, which must meet the credit requirements set forth by the
Fund's Board of Trustees from time to time), for delivery on an agreed-
upon 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 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 the Manager will continuously monitor the
collateral's value.
-- 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 must, on each business day, at least equal the market value of
the loaned securities and must consist of cash, bank letters of credit,
U.S. Government securities or other cash equivalents in which the Fund is
permitted to invest. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand
meets the terms of the letter. Such terms and the issuing bank must be
satisfactory to the Fund. The Fund receives an amount 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, or (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 and will not lend its portfolio securities to any
officer, trustee, employee or affiliate of the Fund or its Manager. The
terms of the Fund's loans must meet certain tests under the Internal
Revenue Code and permit the Fund to reacquire loaned securities on five
business days notice or in time to vote on any important matter.
-- Illiquid and Restricted Securities. Illiquid securities in which
the Fund may invest include issues which only may be redeemed by the
issuer upon more than seven days notice or at maturity, repurchase
agreements maturing in more than seven days, fixed time deposits subject
to withdrawal penalties which mature in more than seven days, and other
securities which cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are
not illiquid, in which the Fund may invest, include certain master demand
notes redeemable on demand, and short-term corporate debt instruments that
are not related to current transactions of the issuer and therefore are
not exempt from registration as commercial paper.
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 objective 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: (1) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (2) more than 50% of the
outstanding shares.
Under these additional restrictions, the Fund cannot: (1) invest in
commodities or commodity contracts, or invest in interests in oil, gas,
or other mineral exploration or development programs; (2) invest in real
estate; however, the Fund may purchase debt securities issued by companies
which invest in real estate or interests therein; (3) purchase securities
on margin or make short sales of securities; (4) invest in or hold
securities of any issuer if those officers and trustees or directors of
the Fund or its adviser who beneficially own individually more than 1/2
of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer; (5) underwrite securities of other companies
except insofar as the Fund may be deemed an underwriter under the
Securities Act of 1933 in connection with the disposition of portfolio
securities; (6) invest more than 5% of its total assets in securities of
companies that have operated less than three years, including the
operations of predecessors; or (7) purchase securities of other investment
companies, except in connection with a merger, consolidation, acquisition
or reorganization.
In connection with the qualification of its shares in certain states,
the Fund has undertaken that in addition to the above, it will not: (1)
invest in real estate limited partnerships unless readily marketable; or
(2) invest any part of its assets in oil, gas or other mineral exploration
or development leases. In the event that the Fund's shares cease to be
qualified under such laws or if such undertaking(s) otherwise cease to be
operative, the Fund would not be subject to such restrictions.
For purposes of the Fund's policy not to concentrate in securities
of issuers described in the investment restrictions in the Prospectus, the
Fund has adopted, as a matter of non-fundamental policy, the industry
classifications set forth in Appendix B to this Statement of Additional
Information.
How the Fund is Managed
Organization and History. As a Massachusetts business trust, the Fund is
not required to hold, and does not plan to hold, regular annual meetings
of shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Trustees or upon proper request of the
shareholders. Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Fund, to
remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares. In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Fund's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set
forth under Section 16(c) of the Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations. The
Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Fund and satisfy any judgment thereon. Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Fund shareholder incurring financial loss on
account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above. Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers
and their principal occupations and business affiliations during the past
five years are set forth below. All of the Trustees are also Trustees,
Directors or Managing General Partners of Oppenheimer Total Return Fund,
Inc., Oppenheimer Equity Income Fund, Oppenheimer High Yield Fund,
Oppenheimer Integrity Funds, Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Investment Grade Bond Fund, Oppenheimer Strategic
Short-Term Income Fund, Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Variable Account Funds, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Champion High Yield Fund, Oppenheimer Limited-Term Government
Fund, Oppenheimer Tax-Exempt Bond Fund, Centennial America Fund, L.P. The
New York Tax-Exempt Income Fund, Inc., Daily Cash Accumulation Fund, Inc.,
Centennial Money Market Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial Tax Exempt Trust and
Centennial Government Trust (the "Denver-based OppenheimerFunds"). Mr.
Fossel is President and Mr. Swain is Chairman of the Denver-based
OppenheimerFunds. As of April 3, 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 officer listed below, Messrs. Fossel
and Donohue, are trustees), other than the shares beneficially owned under
that plan by the officers of the Fund listed below.
Robert G. Avis, Trustee; Age: 63
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).
William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
Charles Conrad, Jr., Trustee; Age: 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems Co.; formerly
associated with the National Aeronautics and Space
Administration.
Jon S. Fossel, Trustee and President; Age: 53*
Two World Trade Center, New York, New York 10048
Chairman, Chief Executive Officer and a director of the Manager;
President and a director of Oppenheimer Acquisition Corp. ("OAC"),
the Manager's parent holding company; President and a director of
HarbourView Asset Management Corp., a subsidiary of the Manager
("HarbourView"); a director of Shareholder Financial Services, Inc.
("SFSI") and Shareholder Services, Inc. ("SSI"), transfer agent
subsidiaries of the Manager; formerly President of the Manager.
Raymond J. Kalinowski, Trustee; Age: 65
44 Portland Drive, St. Louis, MO 63131
Director of Wave Technologies 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 the 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: 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; formerly Senior Vice
President and a director of Van Gilder Insurance Corp. (insurance
brokers).
James C. Swain, Trustee and Chairman; Age: 61
3410 South Galena Street, Denver, Colorado 80321
Vice Chairman 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.
Dorothy Warmack, Vice President and Portfolio Manager; Age: 58
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; an officer of other
Funds.
Andrew J. Donohue, Vice President; Age: 44
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; formerly Senior
Vice President and Associate General Counsel of the Manager and the
Distributor, prior to which he was a partner in Kraft & McManimon (a
law firm), an officer of First Investors Corporation (a broker-
dealer) and First Investors Management Company, Inc. (broker-dealer
and investment adviser), and a director and an officer of First
Investors Family of Funds and First Investors Life Insurance Company.
George C. Bowen, Vice President, Secretary and Treasurer; Age: 56
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and SFSI;
an officer of other OppenheimerFunds.
Robert G. Zack, Assistant Secretary; Age: 46
Two World Trade Center, New York, New York 10048
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert J. Bishop, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Yale &
Seffinger, an accounting firm, and previously an Accountant and
Commissions Supervisor for Stuart James Company, Inc., a broker-
dealer.
Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously 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.
-- 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 (i) from the Fund, during its fiscal year ended December 31, 1994,
and (ii) from all 22 of the Denver-based OppenheimerFunds (including the
Fund) listed in the first paragraph of this section, for services in the
positions shown:
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From All
CompensationDenver-based
Name Position from Fund OppenheimerFunds1
<S> <C> <C> <C>
Robert G. Avis Trustee $61 $53,000.00
William A. Baker Audit and Review $86 $73,257.01
Committee Chairman and
Trustee
Charles Conrad, Jr.Audit and Review $79 $68,293.67
Committee Member and
Trustee
Raymond J. KalinowskiTrustee $61 $53,000.00
C. Howard Kast Trustee $61 $53,000.00
Robert M. Kirchner Audit and Review $79 $68,293.67
Committee Member and
Trustee
Ned M. Steel Trustee $61 $53,000.00
________________
1For the 1994 calendar year.
</TABLE>
-- Major Shareholders. As of April 3, 1995, the only persons who
owned of record or were known by the Fund to be the record or beneficial
owner of 5% or more of the Fund's outstanding shares of any Class were:
(i) Judson M. Stein & Cynthia A. Stein Lessich Exec., Estate of Jerome
Stein, 354 Eisenhower Parkway, Livingston, New Jersey 07039-1023, who was
the record owner of 493,429.140 Class C shares (approximately 7.80% of the
Class C shares then outstanding); (ii) NFSC FEBO #0C8-235695, Rose Marie
Tamaca, Gary H. Miyashiro, 41 Sullivan Drive, West Redding, Connecticut
06896, who was the record owner of 485,771.410 Class C shares
(approximately 7.68% of the Class C shares then outstanding); and (iii)
Janet H. Ferguson, 408 Kahkwa Blvd., Erie, Pennsylvania 16505-2313, who
was the record owner of 372,512.072 Class C shares (approximately 5.89%
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. MML is a broker-dealer
subsidiary of MassMutual. OAC is also owned in part by certain of the
Manager's directors and officers, some of whom also serve as officers of
the Fund, and two of whom (Messrs. Fossel and Swain) serve as Trustees of
the Fund.
The Manager has 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
administration for the Fund, including the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's Agreement
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,
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 costs.
The investment advisory agreement contains no provision limiting the
Fund's expenses. However, independently of the advisory agreement, the
Manager has undertaken that the total expenses of the Fund in any fiscal
year (including the management fee but excluding taxes, interest, any
brokerage commissions, distribution assistance payments and extraordinary
expenses such as litigation costs) shall not exceed the most stringent
expense limitation imposed under state law applicable to the Fund.
Pursuant to the undertaking, the Manager's fee will be reduced at the end
of a month so that there will not be any accrued but unpaid liability
under this undertaking. Currently, the most stringent state expense
limitation is imposed by California, and limits the Fund's expenses (with
specified exclusions) to 2.5% of the first $30 million of average annual
net assets, 2% of the next $70 million of average annual net assets, and
1.5% of average annual net assets in excess of $100 million. The Manager
reserves the right to terminate or amend the undertaking at any time. Any
assumption of the Fund's expenses under this limitation would lower the
Fund's overall expense ratio and increase its yield during any period in
which expenses are limited.
In addition, until January 1, 1993, the Manager had temporarily
undertaken to voluntarily assume certain expenses of the Fund. That
undertaking replaced a prior voluntary expense assumption undertaking that
was terminated by the Manager on July 23, 1992. During the fiscal years
ended December 31, 1992, 1993 and 1994, the fees payable by the Fund to
the Manager were $524,873, $385,425 and $555,481, respectively. Those
amounts do not reflect the effect of the expense assumption of $174,625
in 1992 by the Manager.
The advisory agreement provides that the Manager is not liable for
any loss sustained by reason of good faith errors or omissions in
connection with matters to which the advisory agreement relates, except
a loss resulting by reason of its willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard for its
obligations and duties thereunder. The advisory 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 or general
distributor. If the Manager shall no longer act as investment adviser to
the Fund, the right of the Fund to use the name "Oppenheimer" as part of
its name may be withdrawn.
-- The Distributor. Under its General Distributor's Agreement with
the Fund, the Distributor is 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, including advertising and the cost of
printing and mailing prospectuses, other than those furnished to existing
shareholders, and other than paid under the Distribution and Service Plan,
are borne by the Distributor. During the fiscal period ended December 31,
1994, contingent deferred sales charges received and retained by the
Distributor on Class B and Class C shares totalled $273,262 and $9,861,
respectively. For additional information about distribution of the Fund's
shares and the expenses connected with such activities, please refer to
"Distribution and Service Plans," below.
-- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
Transfer Agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.
-- Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall
authority of the Board of Directors. As most purchases made by the Fund
are principal transactions at net prices, the Fund incurs little or no
brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked prices.
The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If brokers are used for portfolio transactions,
transactions may be directed to brokers for their execution and research
services. The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research in the same
manner as is permitted for agency transactions.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.
Sales of shares of the Fund and/or the other investment companies
managed by the Manager or distributed by the Distributor may, subject to
applicable rules covering the Distributor's activities in this area, also
be considered as a factor in the direction of transactions to dealers, but
only in conformity with the price, execution and other considerations and
practices discussed above. Those other investment companies may also give
similar consideration relating to the sale of the Fund's shares. No
portfolio transactions will be handled by any securities dealer affiliated
with the Manager. The Fund's policy of investing in short-term debt
securities with maturity of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small, high
turnover does not have an appreciable adverse effect upon the income of
the Fund.
Performance of the Fund
-- Yield Information. The current yield of each class is determined
in accordance with regulations adopted under the Investment Company Act.
Yield is calculated for a seven day period of time as follows. First, a
base period return is calculated for the seven-day period by determining
the net change in the value of a hypothetical pre-existing account having
one share at the beginning of the seven day period. The change includes
dividends declared on the original share and dividends declared on any
shares purchased with dividends on that share, but such dividends are
adjusted to exclude any realized or unrealized capital gains or losses
affecting the dividends declared. Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth
of one percent. The compounded effective yield for a seven-day period is
calculated by (a) adding 1 to the base period return (obtained as
described above), (b) raising the sum to a power equal to 365 divided by
7, and (c) subtracting 1 from the result. The "current yield" on Class
A, Class B and Class C shares for the seven days ended December 31, 1994
was 4.80%, 4.17% and 4.13%, respectively. The "compounded effective
yield" for that period on Class A, Class B and Class C shares was 4.91%,
4.25% and 4.22%, respectively.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Fund's portfolio securities
which may affect dividends, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.
-- Other Performance Comparisons. Yield information may be useful
to investors in reviewing the Fund's performance. The Fund may make
comparisons between its yields and that of other investments by citing
various indices such as The Bank Rate Monitor National Index (provided by
Bank Rate MonitorTM), which measures the average rate paid on bank money
market accounts, NOW accounts and certificates of deposit by the 100
largest banks and thrift institutions in various metropolitan areas.
However, a number of factors should be considered before using yield
information as a basis for comparison with alternative investments. An
investment in the Fund is not insured. Its yields are not guaranteed and
normally will fluctuate on a daily basis. The yields for any given past
period are not an indication or representation by the Fund of future
yields or rates of return on its shares. The Fund's yields are affected
by portfolio quality, portfolio maturity, the types of instruments held,
and the operating expenses of each class. When comparing the Fund's
yields and investment risk with that of other investments, investors
should understand that certain other investment alternatives, such as
certificates of deposit, U.S. government securities, money market
instruments or bank accounts may provide fixed yields or yields that may
vary above a stated minimum, and may be insured or guaranteed. Certain
types of bank accounts may not pay interest when the balance falls below
a specified level and may limit the number of withdrawals by check per
month.
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 compensates
the Distributor quarterly for its services in connection with the
distribution and/or servicing of the 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, with that vote cast by the Manager as
the then-sole initial holder of Class B and Class C shares of the Fund,
respectively.
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. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of payments they make to Recipients from their own
resources.
Unless terminated as described below, each Plan continues in effect
from year to year but only as long as its continuance is specifically
approved at least annually by the Fund's Board of Trustees and its
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such continuance. Either Plan may be terminated at
any time by the vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding shares of that class. Neither Plan may be amended
to increase materially the amount of payments to be made unless such
amendment is approved by shareholders of 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 by an
exemptive order issued by the Securities and Exchange Commission 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" of the Class A and Class B shares (as defined in
the Investment Company Act), voting separately by class. All material
amendments must be approved by 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 on the amount of all payments made pursuant to each Plan, the
purpose for which the payment was made and the identity of each Recipient
that received any such payment. Each report shall also include the
Distributor's distribution costs for that quarter. Those reports,
including the allocations on which they are based, will be subject to the
review and approval of the Independent Trustees in the exercise of their
fiduciary duty. Each Plan further provides that while it is in effect,
the selection and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on 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. The Board of Trustees has set the fees at
the maximum rate and set no minimum amount.
Any unreimbursed expenses incurred by the Distributor with respect
to Class A shares for any fiscal year may not be recovered in subsequent
fiscal years. Payments received by the Distributor under the Plan for
Class A shares will not be used to pay any interest expense, carrying
charges, or other financial costs, or allocation of overhead by the
Distributor.
Payments made under the Class A Plan for the fiscal year ended
December 31, 1994 totalled $170,107, of which $71,990 was paid to MML
Investor Services, Inc., an affiliate of the Distributor. Payments made
under the Class B Plan and Class C Plan during the fiscal period ended
December 31, 1994 totalled $158,745 and $15,695, respectively.
Currently, the service fee paid on Class B and Class C shares is set
at zero. If service fee payments are paid in the future, 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 Class B and Class C shares are
outstanding, and thereafter on a quarterly basis, as described in the
Prospectus. Any advance service fee payment is based on the net asset
value of shares sold. An exchange of shares does not entitle the
Recipient to an advance service fee payment. In the event Class B and
Class C shares are redeemed during the first year such shares are
outstanding, the Recipient would be obligated to repay a pro rata portion
of such advance payment to the Distributor.
A minimum holding period may be established from time to time under
each Plan by the Board. Initially, the Board has set no minimum holding
period under any Plan. All payments under the 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 Plans allow for the carry-forward of distribution expenses, to
be recovered from asset-based sales charges in subsequent fiscal periods.
At this time, it is not expected that there will be significant carry-
forward expenses. The Class B and Class C Plans enable the Distributor
to offer an exchange privilege between Class B and Class C shares of the
Fund and Class B and Class C shares of other OppenheimerFunds,
respectively, without assessing a contingent deferred sales charge at the
time of exchange. The asset-based sales charge paid to the Distributor
by the Fund and the payment of the contingent deferred sales charges are
intended to compensate the Distributor for its activities related to the
offering of Class B and Class C shares of OppenheimerFunds. Such payments
may also be used to pay for the following expenses in connection with the
distribution of Class B and Class C shares of OppenheimerFunds: (i)
financing the advance of any service fee payment to Recipients, (ii)
compensation and expenses of personnel employed by the Distributor to
support distribution of shares, and (iii) costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees.
The Distributor may enter into Supplemental Distribution Assistance
Agreements (the "Agreements") under the Class A Plan with selected dealers
distributing shares of the Fund, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial Government Trust,
Centennial Tax Exempt Trust and Centennial America Fund, L.P. Quarterly
payments by the Distributor (which are not a Fund expense) will range from
0.10% to 0.30%, annually, of the average net asset value of Class A shares
of the above-mentioned funds owned during the quarter beneficially or of
record by the dealer or his customers. However, no payment shall be made
to any dealer for any quarter during which the average value of Class A
shares of the above-mentioned funds' shares owned during that quarter by
the dealer or its customers is less than $5 million.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares.
As stated in the Prospectus, Class B and Class C shares of the Fund may
only be acquired by exchange of Class B and Class C shares, respectively,
of other OppenheimerFunds. Investors should understand that the purpose
and function of the deferred sales charge and asset-based sales charge
with respect to Class B and Class C shares are the same as those of the
initial sales charge with respect to Class A shares of OppenheimerFunds
other than the Money Market Funds. Any salesperson or other person
entitled to receive compensation for selling Fund shares may receive
different compensation with respect to one class of shares than the other.
The Distributor will not accept any exchange order for $500,000 or more
of Class B shares or $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 other OppenheimerFund 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 solely by that class,
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 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 net
assets, and then equally to each outstanding share within a given class.
These 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 any 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 is determined as
of the close of The New York Stock Exchange (the "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 total number of shares 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's most recent annual
holiday schedule (which is subject to change) states that it will close
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The Exchange may also
close on other days.
The Fund will seek to maintain a net asset value of $1.00 per share
of each class for purchases and redemptions. There can be no assurance
that it will do so. Under Rule 2a-7, the Fund may use the amortized cost
method of valuing its shares. Under the amortized cost method, a security
is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of
the impact of fluctuating interest rates on the market value of the
security. The method does not take into account unrealized capital gains
or losses.
The Fund's Board of Trustees has established procedures intended to
stabilize the net asset value of each class at $1.00 per share. If the
net asset value per share of a class were to deviate from $1.00 by more
than 0.5%, Rule 2a-7 requires the Board promptly to consider what action,
if any, should be taken. If the Trustees find that the extent of any such
deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate
to eliminate or reduce such dilution or unfair effects, including, without
limitation, selling portfolio securities prior to maturity, shortening the
average portfolio maturity, withholding or reducing dividends, reducing
the outstanding number of Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.
As long as it uses Rule 2a-7, the Fund must abide by certain
conditions described in the prospectus. Some of those conditions which
relate to portfolio management are that the Fund (i) maintain a dollar-
weighted average portfolio maturity not in excess of 90 days; (ii) limit
its investments, including repurchase agreements, to those instruments
which are denominated in U.S. dollars, and which are rated in one of the
two highest short-term rating categories by at least two "nationally-
recognized statistical rating organizations" ("Rating Organizations") as
defined in Rule 2a-7, or by one Rating Organization if only one Rating
Organization has rated the security; an instrument that is not rated must
be of comparable quality as determined by the Board; and (iii) not
purchase any instrument with a remaining maturity of more than 397 days.
Certain of the Fund's investment policies are more restrictive than the
provisions of Rule 2a-7. See, for example, "Other Investment
Restrictions" in the Prospectus and "Other Investment Restrictions" in
this Statement of Additional Information. Under Rule 2a-7, the maturity
of an instrument is generally considered to be its stated maturity (or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain
variable rate demand and floating rate instruments. Repurchase agreements
and securities loan agreements are, in general, treated as having a
maturity equal to the period scheduled until repurchase or return, or if
subject to demand, equal to the notice period.
While the amortized cost method provides certainty in valuation,
there may be periods during which value of an instrument, as determined
by amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument. During periods of declining interest
rates, the daily yield on shares of the Fund may tend to be lower (and net
investment income and daily dividends higher) than a like computation made
by a fund with identical investments utilizing a method of valuation
based upon market prices or estimates of market prices for its portfolio.
Thus, if the use of amortized cost by the Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values, and existing
investors in the Fund would receive less investment income than if the
Fund were priced at market value. Conversely, during periods of rising
interest rates, the daily yield on Fund shares will tend to be higher and
its aggregate value lower than that of a portfolio priced at market value.
A prospective investor would receive a higher yield than from an
investment in a portfolio priced at market value, while existing investors
in the Fund would receive more investment income than if the Fund were
priced at market value.
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 Stock Exchange normally
closes at 4:00 P.M., but may be earlier on certain days. If the 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.
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 under "Checkwriting" in "How To Sell Shares," in the Prospectus.
Asset Builder Plans also enable shareholders of the Fund to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.
There are sales charges applicable to the purchase of certain
OppenheimerFunds. 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.
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.
-- Selling Shares by Wire. The wire of redemptions proceeds may be
delayed if the Fund's custodian bank is not open for business on a day
when the Fund would normally authorize the wire to be made, which is
usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next
bank business day on which the Fund is open for business. No dividends
will be paid on the proceeds of redeemed shares awaiting transfer by wire.
-- Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, if the Board
of Trustees of the Fund determines 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, the Fund may pay the
redemption proceeds in whole or in part by a distribution "in kind" of
securities from the portfolio of the Fund, in lieu of cash, in conformity
with applicable rules of the Securities and Exchange Commission. The Fund
has elected to be governed by Rule 18f-1 under the Investment Company Act,
pursuant to which the Fund is obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of the net assets of the Fund during
any 90-day period for any one shareholder. If shares are redeemed in kind,
the redeeming shareholder might incur brokerage or other costs in selling
the securities for cash. The method of valuing securities used to make
redemptions in kind will be the same as the method the Fund uses to value
it portfolio securities described above under "Determination of Net Asset
Value Per Share" and such 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 such 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 such 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 may set requirements
for permission to increase the investment, and other terms and conditions
so that the shares would not be involuntarily redeemed.
Reinvestment Privilege. Within six months of a redemption, a shareholder
may reinvest all or part of the redemption proceeds of (i) Class A shares,
or (ii) Class B or Class C shares that were subject to the Class B or
Class C contingent deferred sales charge when redeemed, in Class A shares
of the Fund or any of the other OppenheimerFunds into which shares of the
Fund are exchangeable as described below, at the net asset value next
computed after receipt by the Transfer Agent of the reinvestment order.
The shareholder must ask the Distributor for such privilege at the time
of reinvestment. Any capital gain that was realized when the shares were
redeemed is taxable, and reinvestment will not alter any capital gains tax
payable on that gain. If there has been a capital loss on the redemption,
some or all of the loss may not be tax deductible, depending on the timing
and amount of the reinvestment. Under the Internal Revenue Code, if the
redemption proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the OppenheimerFunds within
90 days of payment of the sales charge, the shareholder's basis in the
shares of the Fund that were redeemed may not include the amount of the
sales charge paid. That would reduce the loss or increase the gain
recognized from the redemption. However, in that case the sales charge
would be added to the basis of the shares acquired by the reinvestment of
the redemption proceeds. The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of 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, or pension or
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the receipt of an order placed by such
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
customer prior to the time the Exchange closes (normally, that is 4:00
P.M., but may be earlier on some days) and the order was transmitted to
and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Payment ordinarily will be made within three days
after the Distributor's receipt of the required redemption documents, with
signature(s) guaranteed as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of
the Fund valued at $5,000 or more can authorize the Transfer Agent to
redeem shares (minimum $50) automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Withdrawal Plan. Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check, are 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. Class
B shareholders should not establish withdrawal plans and Class C
shareholders should not establish withdrawal plans that would require the
redemption of shares held less than 12 months, because of the imposition
of the contingent deferred sales charge on such withdrawals (except where
the contingent deferred sales charge is waived).
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
-- Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other OppenheimerFunds automatically on
a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.
-- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent 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 after mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How to Exchange Shares
As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
OppenheimerFunds that have a single class without a class designation are
deemed "Class A" shares for this purpose, and all OppenheimerFunds offer
"Class A" shares (except for Oppenheimer Strategic Diversified Income
Fund).
-- The OppenheimerFunds. The OppenheimerFunds are those mutual funds
for which the Distributor acts as the distributor or the sub-distributor
and include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds. Under certain
circumstances described below, redemption proceeds of the Money Market
Fund shares may be subject to a contingent deferred sales charge.
Only the following funds currently offer Class B shares:
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Investment Grade Bond Fund
Oppenheimer Value Stock Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer High Yield Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Cash Reserves (available only by exchange)
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Discovery Fund
Only the following OppenheimerFunds currently offer Class C shares:
Oppenheimer Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Champion High Yield Fund
Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Cash Reserves (available only by exchange)
Oppenheimer Target Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Strategic Diversified Income Fund
Class A shares of OppenheimerFunds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge). Class
A shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds or from any unit
investment trust for which reinvestment arrangements have been made with
the Distributor may be exchanged at net asset value for shares of any of
the OppenheimerFunds. Shares of this Fund acquired by reinvested
dividends and distributions of this Fund may be exchanged for shares of
other OppenheimerFunds upon payment of the sales charge, if applicable,
or may be used to purchased shares subject to a contingent deferred sales
charge, if applicable. No contingent deferred sales charge is imposed on
exchanges of shares of any class purchased subject to a contingent
deferred sales charge. However, when Class A shares acquired by exchange
of Class A shares of other OppenheimerFunds purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged Class
A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares. The Class B contingent deferred sales charge of 5% is
imposed on Class B shares redeemed within one year of the initial purchase
of the exchanged Class B shares, declining to 4% during the second year,
3% in the third and fourth years, 2% in the fifth year, 1% in the sixth
year, and eliminated thereafter. The Class C contingent deferred sales
charge of 1% is imposed on Class C shares redeemed within 12 months of the
initial purchase of the exchanged 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 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 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.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For Federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Under the Internal Revenue Code, by December 31 each year,
the Fund must distribute 98% of its taxable investment income earned from
January 1 through December 31 of that year and 98% of its capital gains
realized in the period from November 1 of the prior year through October
31 of 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
will meet those requirements, the Fund's Board and the Manager might
determine in a particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution
to shareholders.
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 this Fund 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.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may
elect to reinvest all dividends and/or capital gains distributions in
shares of the same class of any of the other OppenheimerFunds listed in
"How to Exchange Shares" above at net asset value without sales charge.
Class B and Class C shareholders should be aware that as of the date of
this Statement of Additional Information, not all of the OppenheimerFunds
offer Class B or Class C shares. The names of the funds that do as of the
date of this document can be obtained by referring to "How To Exchange
Shares," above or by calling the Distributor at 1-800-525-7048. To elect
this option, a shareholder must notify the Transfer Agent in writing and
either have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the
Distributor to establish an account. The investment will be made at the
net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and/or
distributions from certain of the OppenheimerFunds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. Citibank, N.A. 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 between the Manager and 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.
The Fund's cash balances with the Custodian in excess of $100,000 are not
protected by Federal deposit insurance. Those uninsured balances at times
may be substantial.
Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for the Manager and certain other funds advised
by the Manager and its affiliates.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of Oppenheimer
Cash Reserves:
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of
Oppenheimer Cash Reserves as of December 31, 1994, the
related statement of operations for the year then ended,
the statements of changes in net assets for the years
ended December 31, 1994 and 1993, and the financial
highlights for the period January 3, 1989 (commencement
of operations) to December 31, 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 December
31, 1994 by correspondence with the custodian. 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 Cash
Reserves at December 31, 1994, the results of its
operations, the changes in its net assets, and the
financial highlights for the respective stated periods,
in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
January 23, 1995
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1994
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
------ ------------
<S> <C> <C> <C>
CERTIFICATES OF DEPOSIT--2.6%
DOMESTIC CERTIFICATES Huntington National Bank, 5.82%, 1/4/95 (Cost $3,999,207)(1) $4,000,000
$3,999,207
OF DEPOSIT--2.6%
DIRECT BANK OBLIGATIONS--2.0%
FCC National Bank, 5.82%, 1/4/95 (Cost $2,997,713)(1) 3,000,000 2,997,713
LETTERS OF CREDIT--7.9%
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.82%, 2/3/95 5,000,000 4,973,325
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.45%, 1/13/95 4,000,000 3,992,733
Sanwa Bank Ltd., guaranteeing commercial paper of:
Orix America, Inc., 5.72%, 1/10/95(2) 3,000,000 2,995,710
----------
Total Letters of Credit (Cost $11,961,768) 11,961,768
SHORT-TERM NOTES--79.7%
ASSET-BACKED--7.9% Cooperative Association of Tractor Dealers, Inc.:
5.72%, 1/12/95 1,700,000 1,697,029
6.10%, 1/13/95 3,300,000 3,293,290
CXC, Inc., 5.75%, 2/10/95 5,000,000 4,968,056
CXC, Inc., 6%, 2/1/95(2) 2,000,000 1,989,666
----------
11,948,041
BANKS--11.1% Bankers Trust New York Corp., 5.64%, 1/3/95(1) (2) (3) 2,000,000
1,999,796
Chase Manhattan Corp., 5.40%, 1/17/95 5,000,000 4,988,000
CoreStates Capital Corp., 6.17%, 2/7/95 5,000,000 4,968,293
NationsBank Corp., 5.42%, 1/18/95 5,000,000 4,987,203
----------
16,943,292
BEVERAGES: SOFT DRINKS--3.3% Coca-Cola Enterprises, Inc., 5.80%, 2/13/95(2) 5,000,000
4,965,361
BROKER/DEALERS--8.1% Bear Stearns Cos., Inc., 6.241%, 1/6/95(1) 3,000,000
3,000,000
Lehman Brothers Holdings, Inc.:
5.61%, 1/12/95 2,000,000 2,000,000
6.22%, 1/3/95(1) 800,000 800,000
6.733%, 2/15/95(1) 1,500,000 1,501,365
Morgan Stanley Group, Inc., 5.49%, 1/3/95(1) 5,000,000 5,000,000
----------
12,301,365
CONGLOMERATES--2.7% Mitsubishi International Corp., 5.82%, 2/15/95 4,200,000
4,169,443
CONSUMER FINANCE Sears Roebuck Acceptance Corp., 5.10%, 1/23/95 5,000,000
4,984,417
(PERSONAL LOANS)--3.3%
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
------ ------------
<S> <C> <C> <C>
DIVERSIFIED FINANCE--10.8% General Electric Capital Corp., 5.79%, 1/3/95(1) $6,000,000 $
5,996,833
General Motors Acceptance Corp., 6.20%, 2/9/95 2,000,000 1,986,567
ITT Financial Corp., 5.83%, 2/15/95 5,000,000 4,963,563
Transamerica Finance Corp., 5.10%, 2/3/95 3,500,000 3,483,637
------------
16,430,600
ELECTRIC COMPANIES--0.7% Vattenfall Treasury, Inc., guaranteed by Vattenfall
AB, 6.10%, 1/11/95 1,000,000 998,306
FACTORING--4.6% CSW Credit, Inc.:
5.70%, 1/9/95 4,000,000 3,994,933
6.12%, 2/14/95 3,000,000 2,977,560
------------
6,972,493
FINANCIAL SERVICES: Countrywide Funding Corp., 6.20%, 1/3/95 5,700,000
5,698,037
MISCELLANEOUS--3.8%
HOUSEWARES--1.3% Newell Co., 6.20%, 2/7/95(2) 2,000,000 1,987,256
LEASE FINANCING--9.1% International Lease Finance Corp.:
5.85%, 2/24/95 5,000,000 4,956,125
6%, 2/3/95 2,000,000 1,989,000
Sanwa Business Credit Corp.:
6.08%, 2/21/95 5,000,000 4,956,933
6.14%, 2/10/95 2,000,000 1,986,356
------------
13,888,414
OIL: INTEGRATED
INTERNATIONAL--3.9% Texaco, Inc., 6%, 2/3/95 6,000,000 5,967,000
RETAIL STORES: DEPARTMENT, St. Michael Finance Ltd., guaranteed by
GENERAL AND SPECIALTY--1.4% Marks & Spencer PLC, 5.09%, 2/9/95 2,121,000
2,109,304
TECHNOLOGY--3.3% Electronic Data Systems Corp., 5.95%, 2/15/95 5,000,000
4,962,813
TELECOMMUNICATIONS--4.4% NYNEX Corp., 6.25%, 1/31/95 6,755,000
6,719,818
------------
Total Short-Term Notes (Cost $121,045,960) 121,045,960
U.S. GOVERNMENT OBLIGATIONS--4.8%
Small Business Administration, 6.125%--10.375%, 1/1/95(1)
(Cost $7,240,485) 6,906,360 7,240,485
TOTAL INVESTMENTS, AT VALUE (COST $147,245,133) 97.0%
147,245,133
OTHER ASSETS NET OF LIABILITIES 3.0 4,523,682
---------- ------------
NET ASSETS 100.0% $151,768,815
==========
============
</TABLE>
1. Variable rate security. The interest rate,
which is based on specific, or an index of,
market interest rates, is subject to change
periodically and is the effective rate on
December 31, 1994.
2. Security purchased in private placement
transaction, without registration under the
Securities Act of 1933 (the Act). The
securities are carried at amortized cost, and
amount to $13,937,789, or 9.18% of the Fund's
net assets.
3. In addition to being restricted, the
security is considered illiquid by virtue of
the absence of a readily available market or
because of legal or contractual restrictions
on resale. Illiquid securities amounted to
$1,999,796, or 1.32% of the Fund's net
assets, at December 31, 1994. The Fund may
not invest more than 10% of its net assets in
illiquid securities.
See accompanying Notes to Financial
Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES December 31, 1994
<TABLE>
<S> <C> <C>
ASSETS Investments, at value (cost $147,245,133)--see accompanying statement $147,245,133
Cash 1,141,754
Receivables:
Shares of beneficial interest sold 7,536,741
Interest and principal paydowns 468,608
Other 24,609
------------
Total assets 156,416,845
LIABILITIES Payables and other liabilities:
Shares of beneficial interest redeemed 4,533,205
Service plan fees--Note 3 45,503
Other 69,322
------------
Total liabilities 4,648,030
NET ASSETS $151,768,815
============
COMPOSITION OF Paid-in capital $151,768,580
NET ASSETS Accumulated net realized gain (loss) from investment transactions 235
------------
Net assets $151,768,815
============
NET ASSET VALUE Class A Shares:
PER SHARE Net asset value, redemption price and offering price per share (based on net assets
of $99,361,278 and 99,415,055 shares of beneficial interest outstanding) $1.00
Class B Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $46,803,315 and 46,803,840 shares of beneficial interest outstanding) $1.00
Class C Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $5,604,222 and 5,604,372 shares of beneficial interest outstanding) $1.00
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended December 31,
1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME Interest $5,172,716
EXPENSES Management fees--Note 3 555,481
Distribution and service plan fees:
Class A--Note 3 170,107
Class B--Note 3 158,745
Class C--Note 3 15,695
Transfer and shareholder servicing agent fees--Note 3 459,724
Shareholder reports 100,623
Custodian fees and expenses 13,465
Legal and auditing fees 11,643
Trustees' fees and expenses 488
Registration and filing fees:
Class A 75,369
Class B 6,965
Class C 264
Other 35,905
----------
Total expenses 1,604,474
NET INVESTMENT INCOME (LOSS) 3,568,242
NET REALIZED GAIN (LOSS) ON INVESTMENTS 56
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$3,568,298
==========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1993
-----------------------------
<S> <C> <C> <C>
OPERATIONS Net investment income (loss) $ 3,568,242 $ 1,534,041
Net realized gain (loss) on investments 56 26,607
------------ -----------
Net increase (decrease) in net assets resulting from operations 3,568,298 1,560,648
DIVIDENDS AND Class A (2,852,731) (1,558,195)
DISTRIBUTIONS TO Class B (648,288) (2,764)
SHAREHOLDERS Class C (67,223) (2)
BENEFICIAL INTEREST Net increase (decrease) in net assets resulting from
TRANSACTIONS Class A beneficial interest transactions--Note 2 28,436,616 (18,342,061)
Net increase (decrease) in net assets resulting from
Class B beneficial interest transactions--Note 2 46,175,820 628,020
Net increase (decrease) in net assets resulting from
Class C beneficial interest transactions--Note 2 5,603,372 1,000
NET ASSETS Total increase (decrease) 80,215,864 (17,713,354)
Beginning of period 71,552,951 89,266,305
------------ -----------
End of period $151,768,815 $71,552,951
============
===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .03 .02 .03 .06 .07
Dividends and distributions
to shareholders (.03) (.02) (.03) (.06) (.07)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $99,361 $70,924 $89,266 $112,883 $44,293
Average net assets (in thousands) $87,908 $76,910 $104,970 $105,352 $32,637
Number of shares outstanding at
end of period (in thousands) 99,415 70,978 89,320 112,930 44,295
Ratios to average net assets:
Net investment income 3.25% 1.99% 3.07% 5.13% 7.32%
Expenses, before voluntary
reimbursement by the Manager 1.32% 1.55% 1.42% 1.22% 1.29%
Expenses, net of voluntary
reimbursement by the Manager N/A N/A 1.25% 1.15% 1.00%
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------- ------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1989(3) 1994 1993(2) 1994 1993(1)
------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .08 .03 --(4) .02 --(4)
Dividends and distributions
to shareholders (.08) (.03) --(4) (.02) --(4)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $19,227 $46,803 $628 $5,604 $1
Average net assets (in thousands) $6,280 $21,262 $454 $2,107 $1
Number of shares outstanding at
end of period (in thousands) 19,228 46,803 628 5,604 1
Ratios to average net assets:
Net investment income 8.10%(5) 3.05% 1.49%(5) 3.19% 1.18%(5)
Expenses, before voluntary
reimbursement by the Manager 1.74%(5) 1.89% 2.12%(5) 1.90% 2.35%(5)
Expenses, net of voluntary
reimbursement by the Manager 1.00%(5) N/A N/A N/A N/A
</TABLE>
1. For the period from December 1, 1993
(inception of offering) to December 31, 1993.
2. For the period from August 17, 1993
(inception of offering) to December 31, 1993.
3. For the period from January 3, 1989
(commencement of operations) to December 31,
1989.
4. Less than $.005 per share.
5. Annualized.
See accompanying Notes to Financial
Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT Oppenheimer Cash Reserves (the Fund) is registered
ACCOUNTING POLICIES 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
Class A, Class B and Class C shares. Class B and Class
C shares may be subject to a contingent deferred sales
charge. All three classes of shares have identical
rights to earnings, assets and voting privileges,
except that each class has its own distribution plan,
expenses directly attributable to a particular class
and exclusive voting rights with respect to matters
affecting a single class. Class B shares will
automatically convert to Class A shares six years after
the date of purchase. The following is a summary of
significant accounting policies consistently followed
by the Fund.
INVESTMENT VALUATION. Portfolio securities are valued
on the basis of amortized cost, which approximates
market value.
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 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 to shareholders.
Therefore, no federal income tax provision is required.
DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to
declare dividends separately for Class A, Class B and
Class C shares from net investment income each day the
New York Stock Exchange is open for business and pay
such dividends monthly. To effect its policy of
maintaining a net asset value of $1.00 per share, the
Fund may withhold dividends or make distributions of
net realized gains.
OTHER. Investment transactions are accounted for on the
date the investments are purchased or sold (trade
date). Realized gains and losses on investments are
determined on an identified cost basis, which is the
same basis used for federal income tax purposes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SHARES OF
BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par
value shares of beneficial interest. Transactions in
shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994 YEAR ENDED DECEMBER
31, 1993(1)
---------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Class A:
Sold 298,811,461 $298,811,461 157,166,333 $157,166,333
Dividends and distributions reinvested 2,517,663 2,517,663 1,385,219 1,385,219
Redeemed (272,892,508) (272,892,508) (176,893,613) (176,893,613)
------------ ------------ ------------ ------------
Net increase (decrease) 28,436,616 $ 28,436,616 (18,342,061) $(18,342,061)
============ ============
============ ============
Class B:
Sold 101,626,173 $101,626,173 2,347,484 $2,347,484
Dividends and distributions reinvested 519,118 519,118 1,651 1,651
Redeemed (55,969,471) (55,969,471) (1,721,115) (1,721,115)
------------ ------------ ------------ ------------
Net increase 46,175,820 $ 46,175,820 628,020 $ 628,020
============ ============
============ ============
Class C:
Sold 11,011,788 $ 11,011,788 1,000 $ 1,000
Dividends and distributions reinvested 56,507 56,507 -- --
Redeemed (5,464,923) (5,464,923) -- --
------------ ------------ ------------ ------------
Net increase 5,603,372 $ 5,603,372 1,000 $ 1,000
============ ============
============ ============
</TABLE>
1. For the year ended December 31, 1993 for Class A
shares, for the period from August 17, 1993 (inception
of offering) to December 31, 1993 for Class B shares and
for the period from December 1, 1993 (inception of
offering) to December 31, 1993 for Class C shares.
3. MANAGEMENT FEES Management fees paid to the Manager were in accordance
AND OTHER with the investment advisory agreement with the Fund
TRANSACTIONS which provides for an annual fee of .50% on the first
WITH AFFILIATES $250 million of net assets with a reduction of .025% on
each $250 million thereafter, to .40% 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.
During the year ended December 31, 1994,
Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary
of the Manager, received contingent deferred sales
charges of $273,262 and $9,861, respectively, upon
redemption of Class B and Class C 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, Class A may
expend up to .20% and Class B and Class C may expend up
to .25% of average 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. Currently, these service
fees are set at 0% for both Class B and Class C. In
addition, Class B and 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 B or 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 B or Class C shares sold
prior to termination or discontinuance of the plan.
During the year ended December 31, 1994, OFDI paid
$71,990 to an affiliated broker/dealer as reimbursement
for Class A personal service and maintenance expenses
and retained $158,749 and $15,696, respectively, as
reimbursement for Class B and Class C sales commissions
and service fee advances as well as financing costs.
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund. The ratings descriptions are based on information
supplied by the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally
be evidenced by the following characteristics: (a)
leveling market positions in well-established industries;
(b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and
high internal cash generation; and (e) well established
access to a range of financial markets and assured sources
of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample
alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:
MIG1/VMIG1: Best quality. There is present strong
protection by established cash flows, superior
liquidity support or demonstrated broadbased
access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample
although not so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues
designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:
F-1+: Exceptionally strong credit quality; the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment is
only slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for
timely payment, but the margin of safety is not as great
as for issues assigned "F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding,
and safety is just below risk-free U.S. Treasury short-
term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:
A1+: Obligations supported by the highest capacity for timely
repayment.
A1: Obligations supported by a very strong capacity for timely
repayment.
A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible to
adverse changes in business, economic, or financial
conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is
very strong.
TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is not
as high as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities
purchased by the Fund with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge."
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, such changes
as can be visualized are most unlikely to impair the
fundamentally strong positions of such issues.
Aa: 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 in "Aaa" securities
or fluctuations 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 in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected
by reasonably foreseeable events.
AA: Considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated "AAA". Plus (+) and minus (-) signs are used in the "AA"
category to indicate the relative position of a credit within
that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions. Plus (+) and minus (-) signs are used in
the "AA" category to indicate the relative position of a credit
within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:
AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that
adverse changes in business, economic, or financial conditions
are unlikely to increase investment risk significantly.
AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse
changes in business, economic, or financial conditions may
increase investment risk albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term
rating to denote relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.
A: Possesses an exceptionally strong balance sheet and earnings
record, translating into an excellent reputation and
unquestioned access to its natural money markets. If weakness
or vulnerability exists in any aspect of the company's business,
it is entirely mitigated by the strengths of the organization.
A/B: The company is financially very solid with a favorable track
record and no readily apparent weakness. Its overall risk
profile, while low, is not quite as favorable as for companies
in the highest rating category.
<PAGE>
APPENDIX B
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 Transmission
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
B-1
<PAGE>
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043
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 CASH RESERVES
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Highlights (See Part A): 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) Registrant's Amended and Restated Declaration of Trust
dated 1/20/85: Filed herewith.
(2) Registrant's By-Laws as amended through 6/26/90:
Previously filed with Registrant's Post-Effective Amendment No. 5,
4/29/92, and refiled herewith pursuant to Item 102 of Regulation S-T.
(3) Not applicable.
(4) (i) Specimen Share Certificate for Class A Shares:
Previously filed with Registrant's Post-Effective
Amendment No. 8, 4/29/94, and incorporated herein
by reference.
(ii) Specimen Share Certificate for Class B Shares:
Previously filed with Registrant's Post-Effective
Amendment No. 8, 4/29/94, and incorporated herein
by reference.
(iii) Specimen Share Certificate for Class C Shares:
Previously filed with Registrant's Post-Effective
Amendment No. 8, 4/29/94, and incorporated herein
by reference.
(5) Investment Advisory Agreement dated 10/22/90: Previously
filed with Registrant's Post-Effective Amendment No. 3, 2/28/91, and
refiled herewith pursuant to Item 102 of Regulation S-T.
(6) (i) General Distributor's Agreement dated 10/13/92:
Filed herewith.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Previously filed with Post-Effective
Amendment No. 14 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.
33-17850), 9/30/94, and incorporated herein by
reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Previously filed with Post-Effective
Amendment No. 14 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.
33-17850), 9/30/94, and incorporated herein by
reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Previously filed with Post-Effective
Amendment No. 14 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.
33-17850), 9/30/94, and incorporated herein by
reference.
(v) Broker Agreement between Oppenheimer Funds
Distributor, Inc. and Newbridge Securities dated
10/1/86: Previously filed with Post-Effective
Amendment No. 25 of Oppenheimer Growth Fund (Reg.
No. 2-45272), 11/1/86, and refiled with Post-
Effective Amendment No. 45 of Oppenheimer Growth
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) Custodian Agreement dated 12/22/88 between Registrant and
Citibank, N.A.: Previously filed with Registrant's Post-Effective
Amendment No. 5, 4/29/92, and refiled herewith pursuant to Item 102 of
Regulation S-T.
(9) Not applicable.
(10) (i) Opinion and Consent of Counsel dated 9/21/88:
Previously filed with Registrant's Pre-Effective
Amendment No. 1, 11/14/88, and refiled herewith
pursuant to Item 102 of Regulation S-T.
(ii) Opinion and Consent of Counsel dated 2/22/91:
Previously filed with Registrant's Post-Effective
Amendment No. 3, 2/28/91, and refiled herewith
pursuant to Item 102 of Regulation S-T.
(11) Independent Auditors' Consent: Filed herewith.
(12) Not applicable.
(13) Not applicable.
(14) (i) Form of Individual Retirement Account Trust
Agreement: Previously filed with Post-Effective
Amendment No. 21 to the Registration Statement of
Oppenheimer U.S. Government Trust (File No. 2-
76645), 8/25/93, and incorporated herein by
reference.
(ii) Form of Standardized and Non-Standardized Profit
Sharing and Money Purchase Pension Plan for self-
employed persons and corporations: Previously filed
with Post-Effective Amendment No. 3 to the
Registration Statement of Oppenheimer Global Growth
& Income Fund (File No. 33-33799), 1/31/92 and
refiled with Post-Effective Amendment No. 7 to the
Registration Statement of Oppenheimer Global Growth
& Income Fund (Reg. No. 33-33799), 12/1/94,
pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(iii) Form of Tax Sheltered Retirement Plan and Custody
Agreement for employees of public schools and tax-
exempt organizations: Previously filed with Post-
Effective Amendment No. 47 to the Registration
Statement of Oppenheimer Growth Fund (Reg. No.
2-45272), 10/21/94, and incorporated herein by
reference.
(iv) Form of Simplified Employee Pension IRA: Previously
filed with Post-Effective Amendment No. 42 to the
Registration Statement of Oppenheimer Equity Income
Fund (Reg. No. 2-33043), 10/28/94, and incorporated
herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension IRA:
Previously filed with Post-Effective amendment No.
19 to the Registration Statement for Oppenheimer
Integrity Funds (File No. 2-76547), 3/1/94, and
incorporated herein by reference.
(15) (i) Service Plan for Class A shares dated June 22, 1993
pursuant to Rule 12b-1 under the Investment Company
act of 1940: Previously filed with Registrant's
Post-Effective Amendment No. 8, 4/29/94, and
incorporated herein by reference.
(ii) Distribution and Service Plan for Class B shares
dated February 23, 1994 pursuant to Rule 12b-1
under the Investment Company Act of 1940: Filed
herewith.
(iii) Distribution and Service Plan for Class C shares
dated December 1, 1993 pursuant to Rule 12b-1 under
the Investment Company Act of 1940: Previously
filed with Registrant's Post-Effective Amendment
No. 8, 4/29/94, and incorporated herein by
reference.
(iv) Prototype Supplemental Distribution Assistance
Agreement: Previously filed with Registrant's
Post-Effective Amendment No. 6, 4/29/92, and
refiled herewith pursuant to Item 102 of Regulation
S-T.
(16) Performance Data Calculations: Filed herewith.
-- Board Resolutions and Powers of Attorney: Previously filed
with Registrant's Post-Effective Amendment No. 8, 4/29/94, and
incorporated herein by reference.
(17) (i) Financial Data Schedule for Class A shares: Filed
herewith.
(ii) Financial Data Schedule for Class B shares: Filed
herewith.
(iii) Financial Data Schedule for Class C shares: Filed
herewith.
Item 25. Persons Controlled by and Under Common Control with Registrant
None
Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class April 3, 1995
Shares of Beneficial Interest
Class A 16,181
Class B 1,575
Class C 269
Item 27. Indemnification
Reference is made to the provisions of Article SEVENTH of
Registrant's Declaration of Trust.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
(a) Oppenheimer Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act
in the same capacity for 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.
Name & Current Position
with Oppenheimer Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
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
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.
Vice President
Robert Doll, Jr., Vice President and Portfolio Manager of
Executive Vice President Oppenheimer Growth Fund and Oppenheimer
Target Fund; 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, CEO 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.
Stephen Jobe, None.
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
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
Julia O'Neal, None.
Assistant 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
Assistant 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 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.
Ellen Schoenfeld, None.
Assistant Vice President
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 Time Fund and 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
John Wallace, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, and
Oppenheimer Main Street Income and Growth
Fund; an officer of other OppenheimerFunds;
formerly a Securities Analyst and Assistant
Portfolio Manager for the Manager.
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.
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, Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Mortgage Income Fund; an officer
of other OppenheimerFunds; 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.
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 Mortgage Income Fund
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer Time 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 Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Funds Trust
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Tax-Exempt Bond 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 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 Secretary
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
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 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
Gina Munson Vice President None
120 Fisherville Road
Apt. 136
Concord, NH 03301
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
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
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
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
</TABLE>
(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.
(d) Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee or
Trustees when requested to do so by the holders of at least 10%
of the Registrant's outstanding shares and in connection with
such meeting to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to shareholder
communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of Colorado on
the 24th day of April, 1995.
OPPENHEIMER CASH RESERVES
By: /s/ James C. Swain*
-------------------------
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:
Signatures Title Date
- ---------- ----- ----
/s/ James C. Swain* Chairman of the April 24, 1995
- ------------------ Board of Trustees
James C. Swain
/s/ Jon S. Fossel* Chief Executive April 24, 1995
- -------------------- Officer and
Jon S. Fossel Trustee
/s/ George C. Bowen* Chief Financial April 24, 1995
- ------------------- and Accounting
George C. Bowen Officer
/s/ Robert G. Avis* Trustee April 24, 1995
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee April 24, 1995
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee April 24, 1995
- -----------------------
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski* Trustee April 24, 1995
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee April 24, 1995
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee April 24, 1995
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee April 24, 1995
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER CASH RESERVES
Registration No. 33-23223
Post-Effective Amendment No. 10
Index to Exhibits
Exhibit No. Description
24(b)(1) Amended and Restated Declaration of Trust dated 1/20/95
24(b)(2) By-Laws, amended through 6/26/90
24(b)(5) Investment Advisory Agreement dated 10/22/90
24(b)(6)(i) General Distributor's Agreement dated 10/13/92
24(b)(8) Custody Agreement dated 12/22/88
24(b)(10)(i) Opinion and Consent of Counsel dated 9/21/88
24(b)(10)(ii) Opinion and Consent of Counsel dated 2/22/91
24(b)(11) Independent Auditors' Consent
24(b)(15)(ii) Distribution and Service Plan and Agreement for Class B
Shares dated 2/23/94
24(b)(15)(iv) Prototype Supplemental Distribution Assistance Agreement
24(b)16 Performance Data Computation Schedule
24(b)(17)(i) Financial Data Schedule for Class A Shares
24(b)(17)(ii) Financial Data Schedule for Class B Shares
24(b)(17)(iii) Financial Data Schedule for Class C Shares
AMENDED AND RESTATED Exhibit 24(b)(1)
DECLARATION OF TRUST
OF
OPPENHEIMER CASH RESERVES
This AMENDED AND RESTATED DECLARATION OF TRUST, made this 20th day
of January, 1995, by and among the individuals executing this Amended and
Restated Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer Cash Reserves (the
"Trust") 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 July 18, 1988;
WHEREAS, the Trustees of the Fund, at a meeting held October 26,
1993, acting pursuant to section 2 of Article FOURTH of the Fund's Amended
and Restated Declaration of Trust dated April 26, 1993, authorized the
establishment and designation of a third class of shares of the Fund, and
designated such class as Class C shares;
WHEREAS, the Fund, by certified mail on December 6, 1993, filed with
the Securities and Exchange Commission pursuant to Rule 497(e) of the
Securities Act of 1933, a prospectus and statement of additional
information dated April 26, 1993, revised December 1, 1993, that added
Class C shares and established and designated the relative rights and
preferences of such Class C shares in addition to the relative rights and
preferences of Class A and Class B shares;
WHEREAS, the Fund, on April 29, 1994, filed with the Securities and
Exchange Commission Post-Effective Amendment No. 8 to its Registration
Statement under the Securities Act of 1933, which Post-Effective Amendment
was effective May 1, 1994 pursuant to Rule 485(b) under the Securities Act
of 1933 and included the Fund's Class C shares;
WHEREAS, the Trustees desire to make certain permitted changes to the
Fund's Amended and Restated Declaration of Trust dated April 26, 1993,
pursuant to Article FOURTH, Section 1 of said Declaration of Trust, to
confirm the establishment and designation of the Fund's three Classes of
shares and their relative rights and preferences;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and
managed under this Amended and Restated Declaration of Trust IN TRUST as
herein set forth below.
FIRST: This Trust shall be known as OPPENHEIMER CASH RESERVES. The
address of Oppenheimer Cash Reserves 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: Stephen Kuhn, Esq.
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 three 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
three 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 Class A shares, Class B shares
and Class C shares 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 the Class A, Class B or Class C Shares may differ from
the dividends and distributions on any other such Class, and the net asset
value of Class A, Class B or Class C Shares may differ from the net asset
value of any other such 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 been
previously designated Class A Shares; the Shares of the Class initially
issued upon the division of the Shares of that Series into two Classes
have been previously designated Class B Shares; and the Shares initially
issued upon the division of the Shares of that Series into three Classes
have been previously designated Class C 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
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. Except as herein otherwise provided, at all meetings of
Shareholders, each Shareholder shall be entitled to one vote on each
matter submitted to a vote of the Shareholders of the affected Series for
each Share standing in his name on the books of the Trust on the date,
fixed in accordance with the By-Laws, for determination of Shareholders
of the affected Series entitled to vote at such meeting (except, if the
Board so determines, for Shares redeemed prior to the meeting), and each
such Series shall vote separately ("Individual Series Voting"); a Series
shall be deemed to be affected when a vote of the holders of that Series
on a matter is required by the 1940 Act; provided, however, that as to any
matter with respect to which a vote of Shareholders is required by the
1940 Act or by any applicable law that must be complied with, such
requirements as to a vote by Shareholders shall apply in lieu of
Individual Series Voting as described above. If the shares of a Series
shall be divided into Classes as provided in Article FOURTH, the shares
of each Class shall have identical voting rights except that the Trustees,
in their discretion, may provide a Class of a Series with exclusive voting
rights with respect to matters which relate solely to such Classes. If
the Shares of any Series shall be divided into Classes with a Class having
exclusive voting rights with respect to certain matters, the quorum and
voting requirements described below with respect to action to be taken by
the Shareholders of the Class of such Series on such matters shall be
applicable only to the Shares of such Class. Any fractional Share shall
carry proportionately all the rights of a whole Share, including the right
to vote and the right to receive dividends. The presence in person or by
proxy of the holders of one-third of the Shares, or of the Shares of any
Series or Class of any Series, outstanding and entitled to vote thereat
shall constitute a quorum at any meeting of the Shareholders or of that
Series or Class, respectively; provided however, that if any action to be
taken by the Shareholders or by a Series or Class at a meeting requires
an affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in
person or by proxy of the holders of a majority of the shares outstanding
and entitled to vote at such a meeting shall constitute a quorum for all
purposes. At a meeting at which is a quorum is present, a vote of a
majority of the quorum shall be sufficient to transact all business at the
meeting, except as otherwise provided in Article NINTH. 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.
(r) to engage, employ or appoint any person or entities to
perform any act for the Trust or the Trustees and to authorize their
compensation.
5. No one dealing with the Trustees shall be under any obligation
to make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription to any Shares or
otherwise. This paragraph shall not limit the right of the Trustees to
assert claims against any shareholder based upon the acts or omissions of
such shareholder or for any other reason. There is hereby expressly
disclaimed shareholder and Trustee liability for the acts and obligations
of the Trust. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust shall
include a notice and provision limiting the obligation represented thereby
to the Trust and its assets (but the omission of such notice and provision
shall not operate to impose any liability or obligation on any
Shareholder).
(b) Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that
taken by the Board of Trustees by vote of the majority of a quorum of
Trustees as set forth from time to time in the By-Laws of the Trust or as
required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital or income and
whether or not in the absence of this provision such expenses or
disbursements would ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into classes
and prescribe the tenure of office of the several classes, but no class
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
subparagraphs (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, 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 (taken at cost or value, as determined by the Board) 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 20th day of January , 1995.
/s/ W. A. Baker /s/ Charles Conrad, Jr.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
William A. Baker, Trustee Charles Conrad, Jr. Trustee
197 Desert Lakes Drive 19411 Merion Court
Plam Springs, California 92264 Huntington Beach, California 92468
/s/ Ned M. Steel /s/ Robert M. Kirchner
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Ned M. Steel, Trustee Robert M. Kirchner, Trustee
3236 S. Steele Street 2800 S. University Boulevard
Denver, Colorado Denver, Colorado 80210
/s/ Raymond J. Kalinowski /s/ C. Howard Kast
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Raymond J. Kalinowski, Trustee C. Howard Kast, Trustee
44 Portland Drive 2552 East Alameda
St. Louis, Missouri Denver, Colorado 80209
/s/ James C. Swain /s/ Jon S. Fossel
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
James C. Swain, Trustee Jon S. Fossel, Trustee
23554 Wayne's Way Box 44 - Mead Street
Golden, California 80401 Waccabuc, New York 10597
/s/ Robert G. Avis
_ _ _ _ _ _ _ _ _ _ _ _ _
Robert G. Avis, Trustee
1706 Warson Estates Drive
St. Louis, MO 63124
ORGZN\760#4
Exhibit 24(b)(2)
CENTENNIAL CASH RESERVES
BY-LAWS
(as amended through June 26, 1990)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders
(which terms as used herein shall, together with all other terms defined
in the Declaration of Trust, have the same meaning as in the Declaration
of Trust) shall be held at the principal office of the Trust or at such
other place as may from time to time be designated by the Board of
Trustees and stated in the notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for
any purpose or purposes may be called by the Chairman of the Board of
Trustees, if any, or by the President or by the Board of Trustees and
shall be called by the Secretary upon receipt of the request in writing
signed by Shareholders holding not less than one third in amount of the
entire number of Shares issued and outstanding and entitled to vote
thereat. Such request shall state the purpose or purposes of the proposed
meeting. In addition, meetings of the Shareholders shall be called by the
Board of Trustees upon receipt of the request in writing signed by
Shareholders that have, for at least six months prior to making such
requests, held not less than ten percent in amount of the entire number
of Shares issued and outstanding and entitled to vote thereat, stating
that the purpose of the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Stockholders. Not less than ten
days' and not more than 120 days' written or printed notice of every
meeting of Shareholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
or extraordinary meeting), shall be given to each Shareholder entitled to
vote thereat by leaving the same with him or at his residence or usual
place of business or by mailing it, postage prepaid and addressed to him
at his address as it appears upon the books of the Trust.
No notice of the time, place or purpose of any meeting of
Shareholders need be given to any Shareholder who attends in person or by
proxy or to any Shareholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance,
a date, not exceeding 120 days and not less than ten days preceding the
date of any meeting of Shareholders, and not exceeding 120 days preceding
any dividend payment date or any date for the allotment of rights, as a
record date for the determination of the Shareholders entitled to receive
such dividend or rights, as the case may be; and only Shareholders of
record on such date and entitled to receive such dividends or rights shall
be entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees shall
make available a list of the 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 holding Shares of the Trust
valued at $25,000 or more at current offering price (as defined in the
Trust's Prospectus) or holding not less than one percent in amount of the
entire number of shares of the Trust 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 pursuant to Section 2 of Article II of these By-Laws and be
accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section
5 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 Shareholders' proposed communication and form of request, at their
expense, to all other Shareholders.
Section 6. Quorum, Adjournment of Meetings. The presence in person
or by proxy of the holders of record of more than 50% of the Shares of the
Trust issued and outstanding and entitled to vote thereat, shall
constitute a quorum at all meetings of the Shareholders. If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders 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.
Section 7. Voting and Inspectors. At all meetings of Shareholders,
every Shareholder of record entitled to vote thereat shall be entitled to
vote at such meeting either in person or by proxy appointed by instrument
in writing subscribed by such Shareholder or his duly authorized attorney-
in-fact.
All elections of Trustees shall be had by a plurality of the votes
cast and all questions shall be decided by a majority of the votes cast,
in each case at a duly constituted meeting, except as otherwise provided
in the Declaration of Trust or in these By-Laws or by specific statutory
provision superseding the restrictions and limitations contained in the
Declaration of Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the Shares entitled to
vote at such election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties
of inspectors at such election with strict impartiality and according to
the best of their ability, and shall after the election make a certificate
of the result of the vote taken. No candidate for the office of Trustee
shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request
of the holders of ten percent (10%) of the Shares entitled to vote on such
election or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of
Trustees, if any, or if he shall not be present, by the President, or if
he shall not be present, by a Vice-President, or if none of the Chairman
of the Board of Trustees, the President or any Vice-President is present,
by a chairman to be elected at the meeting. The Secretary of the Trust,
if present, shall act as Secretary of such meetings, or if he is not
present, an Assistant Secretary shall so act; if neither the Secretary nor
an Assistant Secretary is present, than the meeting shall elect its
secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies, and the acceptance or rejection
of votes, unless inspectors of election shall have been appointed as
provided in Section 7, in which event such inspectors of election shall
decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and property
of the Trust shall be conducted and managed by a Board of Trustees
consisting of the number of initial Trustees, which number may be
increased or decreased as provided in Section 2 of this Article. Each
Trustee shall, except as otherwise provided herein, hold office until the
next meeting of Shareholders of the Trust following his election called
for the purpose of electing Trustees or until his successor is duly
elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The
Board of Trustees, by the vote of a majority of the entire Board, may
increase the number of Trustees to a number not exceeding fifteen, and may
elect Trustees to fill the vacancies created by any such increase in the
number of Trustees until the next meeting called for the purpose of
electing Trustees or until their successors are duly elected and qualify;
the Board of Trustees, by the vote of a majority of the entire Board, may
likewise decrease the number of Trustees to a number not less than three
but the tenure of office of any Trustee shall not be affected by any such
decrease. Vacancies occurring other than by reason of any such increase
shall be filled as provided for a Massachusetts business trust. In the
event that after the proxy material has been printed for a meeting of
Shareholders at which Trustees are to be elected and any one or more
nominees named in such proxy material dies or become incapacitated, the
authorized number of Trustees shall be automatically reduced by the number
of such nominees, unless the Board of Trustees prior to the meeting shall
otherwise determine. A Trustee at any time may be removed either with or
without cause by resolution duly adopted by the affirmative votes of the
holders of the majority of the Shares of the Trust, present in person or
by proxy at any meeting of Shareholders at which such vote may be taken,
provided that a quorum is present. Any Trustee at any time may be removed
for cause by resolution duly adopted at any meeting of the Board of
Trustees provided that notice thereof is contained in the notice of such
meeting and that such resolution is adopted by the vote of at least two
thirds of the Trustees whose removal is not proposed. As used herein,
"for cause" shall mean any cause which under Massachusetts law would
permit the removal of a Trustee of a business trust.
Section 3. Place of Meeting. The Trustees may hold their meetings,
have one or more offices, and keep the books of the Trust outside
Massachusetts, at any office or offices of the Trust or at any other place
as they may from time to time by resolution determine, or, in the case of
meetings, as they may from time to time by resolution determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
Section 4. Regular Meetings. Regular meetings of the Board of
Trustees shall be held at such time and on such notice, if any, as the
Trustees may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of
Trustees may be held from time to time upon call of the Chairman of the
Board of Trustees, if any, the President or two or more of the Trustees,
by oral, telegraphic or written notice duly served on or sent or mailed
to each Trustee not less than one day before such meeting. No notice need
be given to any Trustee who attends in person or to any Trustee who in
writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Such notice or waiver
of notice need not state the purpose or purposes of such meeting.
Section 6. Quorum. A majority of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Trustees. If at any meeeting of
the Board there shall be less than a quorum present (in person or by open
telephone line, to the extent permitted by the Investment Company Act of
1940 (the "1940 Act")), a majority of those present may adjourn the
meeting from time to time until a quorum shall have been obtained. The
act of the majority of the Trustees present at any meeting at which there
is a quorum shall be the act of the Board, except as may be otherwise
specifically provided by statute, by the Declaration of Trust or by these
By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the
Trustees an Executive Committee to consist of such number of Trustees as
the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee by election from
the Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the
Board of Trustees in the management of the business and affairs of the
Trust (including the power to authorize the seal of the Trust to be
affixed to all papers which may require it) except as provided by law and
except the power to increase or decrease the size of, or fill vacancies
on, the Board. The Executive Committee may fix its own rules of
procedure, and may meet, when and as provided by such rules or by
resolution of the Board of Trustees, but in every case the presence of a
majority shall be necessary to constitute a quorum. In the absence of any
member of the Executive Committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member
of the Board of Trustees to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members (not
less than two) and shall have and may exercise such powers as the Board
may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the time
and place of its meetings, unless the Board of Trustees shall otherwise
provide. The Board of Trustees shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and to
discharge any such committee.
Section 9. Informal Action by, and Telephone Meetings of, Trustees
and Committees. Any action required or permitted to be taken at any
meeting of the Board of Trustees or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all
members of the Board, or of such committee, as the case may be. Trustees
or members of a committee of the Board of Trustees may participate in a
meeting by means of a conference telephone or similar communications
equipment; such participation shall, except as otherwise required by the
1940 Act, have the same effect as presence in person.
Section 10. Compensation of Trustees. Trustees shall be entitled
to receive such compensation from the Trust for their services as may from
time to time be voted by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the
Shares of any Series may, but need not be, declared by specific resolution
of the Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method
of computation thereof, the method of determining the Shareholders of the
Series to which they are payable and the methods of determining whether
and to which Shareholders they are to be paid in cash or in additional
Shares.
Section 12. Indemnification. Before an indemnitee shall be
indemnified by the Trust, there shall be a reasonable determination upon
review of the facts that the person to be indemnified was not liable by
reason of disabling conduct as defined in the Declaration of Trust. Such
determination may be made either by vote of a majority of a quorum of the
Board who are neither "interested persons" of the Trust or the investment
adviser nor parties to the proceeding or by independent legal counsel.
The Trust may advance attorneys' fees and expenses incurred in a covered
proceeding to the indemnitee if the indemnitee undertakes to repay the
advance unless it is determined that he is entitled to indemnification
under the Declaration of Trust. Also at least one of the following
conditions must be satisfied: (1) the indemnitee provides security for his
undertaking, or (2) the Trust is insured against losses arising by reason
of lawful advances, or (3) a majority of the disinterested nonparty
Trustees or independent legal counsel in a written opinion shall
determine, based upon review of all of the facts, that there is reason to
believe that the indemnitee will ultimately be found entitled to
indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Fund
shall include a Chairman of the Board of Trustees, a President, one or
more Vice-Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer. The Chairman of the Board and the
President shall be selected from among the Trustees. The Board of
Trustees may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall
have authority and perform such duties as the Board or the Executive
Committee may determine. The Board of Trustees may fill any vacancy which
may occur in any office. Any two offices, except those of Chairman of the
Board and Secretary and President and Secretary, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law or these
By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall
be until their respective successors are chosen and qualify; however, any
officer may be removed from office at any time with or without cause by
the vote of a majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Fund shall have
such powers and duties as generally pertain to their respective offices,
as well as such powers and duties as may from time to time be conferred
by the Board of Trustees or the Executive Committee. Unless otherwise
ordered by the Board of Trustees, the Chairman of the Board shall be the
Chief Executive Officer.
ARTICLE IV
SHARES
Section 1. Certificates of Shares. Each Shareholder of any Series
of the Trust may be issued a certificate or certificates for his Shares
of that Series, in such form as the Board of Trustees may from time to
time prescribe, but only if and to the extent and on the conditions
described by the Board.
Section 2. Transfer of Shares. Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of Shares
of that Series, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the
signature as the Trust or its agent may reasonably require; in the case
of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust,
containing the name and address of the Shareholders of each Series and the
number of shares of that Series, held by them respectively, shall be kept
at the principal offices of the Trust or, if the Trust employs a transfer
agent, at the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in their discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety to the Trust and the transfer agent, if any, to indemnify it and
such transfer agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or
repealed by the Shareholders or by majority vote of the entire Board of
Trustees, but any such alteration, amendment, addition or repeal of the
By-Laws by action of the Board of Trustees may be altered or repealed by
the Shareholders.
ORGZN/760
Exhibit 24(b)(5)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 22nd day of October, 1990, by and between OPPENHEIMER
CASH RESERVES (hereinafter referred to as the "Fund"), and OPPENHEIMER
MANAGEMENT CORPORATION (hereinafter referred to as "OMC").
WHEREAS, the Fund is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission
(the "Commission") pursuant to the Investment Company Act of 1940 (the
"Investment Company Act"), and OMC is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:
1. General Provision.
The Fund hereby employs OMC and OMC hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other
duties and functions as are hereinafter set forth. OMC shall, in all
matters, give to the Fund and the Fund's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable
the Fund to conform to (i) the provisions of the Investment Company
Act and any rules or regulations thereunder; (ii) any other
applicable provisions of state or federal law; (iii) the provisions
of the Declaration of Trust and By-Laws of the Fund as amended from
time to time; (iv) policies and determinations of the Board of
Trustees of the Fund; (v) the fundamental policies and investment
restrictions of the Fund as reflected in the Fund's registration
statement under the Investment Company Act or as such policies may,
from time to time, be amended by the Fund's shareholders; and (vi)
the Prospectus and Statement of Additional Information of the Fund
in effect from time to time. The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation
with any of the Trustees and officers of the Fund with respect to
any matters dealing with the business and affairs of the Fund
including the valuation of portfolio securities of the Fund which
securities are either not registered for public sale or not traded
on any securities market.
2. Investment Management.
(a) OMC shall, subject to the direction and control by the Fund's
Board of Trustees, (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments,
investment policies and the purchase and sale of securities;
(ii) supervise continuously the investment program of the Fund
and the composition of its portfolio and determine what
securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph 7 hereof, for
the purchase of securities and other investments for the Fund
and the sale of securities and other investments held in the
portfolio of the Fund.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this
Agreement and subject to the provisions of paragraph 7 hereof,
OMC may obtain investment information, research or assistance
from any other person, firm or corporation to supplement, update
or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect OMC from
willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard of its
obligations and duties under this Agreement, OMC shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Agreement
relates.
(d) Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person,
firm or corporation and shall not in any way limit or restrict
OMC or any of its directors, officers, stockholders or employees
from buying, selling or trading any securities for its or their
own account or for the account of others for whom it or they may
be acting, provided that such activities will not adversely
affect or otherwise impair the performance by OMC of its duties
and obligations under this Agreement.
3. Other Duties of OMC.
OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective corporate administration for the Fund, including
the compilation and maintenance of such records with respect to its
operations as may reasonably be required; the preparation and filing
of such reports with respect thereto as shall be required by the
Commission; composition of periodic reports with respect to
operations of the Fund for its shareholders; composition of proxy
materials for meetings of the Fund's shareholders, and the
composition of such registration statements as may be required by
federal and state securities laws for continuous public sale of
shares of the Fund. OMC shall, at its own cost and expense, also
provide the Fund with adequate office space, facilities and
equipment. OMC shall, at its own expense, provide such officers for
the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Fund, including, but not
limited to (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those affiliated with OMC; (v) legal and audit expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident
to the issuance of its shares against payment therefor by or on
behalf of the subscribers thereto; (ix) fees and expenses, other than
as hereinabove provided, incident to the registration under federal
and state securities laws of shares of the Fund for public sale; (x)
expenses of printing and mailing reports, notices and proxy materials
to shareholders of the Fund; (xi) except as noted above, all other
expenses incidental to holding meetings of the Fund's shareholders;
and (xii) such extraordinary non-recurring expenses as may arise,
including litigation, affecting the Fund and any legal obligation
which the Fund may have (on behalf of the Fund) to indemnify its
officers and trustees with respect thereto. Any officers or
employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Fund shall not receive any compensation from the
Fund for their services.
5. Compensation of OMC.
The Fund agrees to pay OMC and OMC agrees to accept as full
compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee
computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of .500%
of the first $250 million of net assets; .475% of the next $250
million of net assets; .450% of the next $250 million of net assets;
.425% of the next $250 million of net assets; and .400% of net assets
in excess of $1 billion.
6. Use of Name "Oppenheimer."
OMC hereby grants to the Fund a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Fund for the
duration of this Agreement and any extensions or renewals thereof.
To the extent necessary to protect OMC's rights to the name
"Oppenheimer" under applicable law, such license shall allow OMC to
inspect and, subject to control by the Fund's Board, control the
nature and quality of services offered by the Fund under such name.
Such license may, upon termination of this Agreement, be terminated
by OMC, in which event the Fund shall promptly take whatever action
may be necessary to change its name and discontinue any further use
of the name "Oppenheimer" in the name of the Fund or otherwise. The
name "Oppenheimer" may be used by OMC in connection with any of its
activities, or licensed by OMC to any other party.
7. Portfolio Transactions and Brokerage.
OMC is authorized, in arranging the purchase and sale of the Fund's
portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), as may, in its best judgment, implement the policy
of the Fund to obtain, at reasonable expense, the "best execution"
(prompt and reliable execution at the most favorable security price
obtainable) of the Fund's portfolio transactions as well as to obtain
the benefit of such investment information or research as will be of
significant assistance to the performance by OMC of its investment
management functions.
8. Duration.
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof or by
operation of law, this Agreement shall remain in effect until
December 31, 1991, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least
annually by the Fund's Board of Trustees, including the vote of the
majority of the trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party, cast in person at a meeting called
for the purpose of voting on such approval, or by the holders of a
"majority" (as defined in the Investment Company Act) of the
outstanding voting securities of the Fund and by such a vote of the
Fund's Board of Trustees.
9. Termination.
This Agreement may be terminated (i) by OMC at any time without
penalty upon giving the Fund sixty days' written notice (which notice
may be waived by the Fund); or (ii) by the Fund at any time without
penalty upon sixty days' written notice to OMC (which notice may be
waived by OMC) provided that such termination by the Fund shall be
directed or approved by the vote of a majority of all of the trustees
of the Fund then in office or by the vote of the holders of a
"majority" of the outstanding voting securities of the Fund (as
defined in the Investment Company Act).
10. Assignment or Amendment.
This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered
without the affirmative vote or written consent of the holders of the
"majority" of the outstanding voting securities of the Fund. This
Agreement shall automatically and immediately terminate in the event
of its "assignment."
11. Disclaimer of Shareholder Liability.
OMC understands that the obligations of the Fund under this Agreement
are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property. OMC
represents that it has notice of the provisions of the Declaration
of Trust of the Fund disclaiming Trustee and shareholder liability
for acts or obligations of the Fund.
12. Definitions. The terms and provisions of the Agreement shall be
interpreted and defined in a manner consistent with the provisions
and definitions of the Investment Company Act.
OPPENHEIMER CASH RESERVES
Attest:
/s/ Sara L. Badler By: /s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
OPPENHEIMER MANAGEMENT CORPORATION
Attest:
/s/ Sara L. Badler By: /s/ Katherine P. Feld
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
ADVISORY/760
Exhibit 24(b)(6)(i)
GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
OPPENHEIMER CASH RESERVES
AND
OPPENHEIMER FUND MANAGEMENT, INC.
Date: October 13, 1992
OPPENHEIMER FUND MANAGEMENT, INC.
Two World Trade Center, Suite 3400
New York, New York 10048
Dear Sirs:
OPPENHEIMER CASH RESERVES (the "Trust"), a Massachusetts business
trust, is registered as an investment company under the Investment Company
Act of 1940 and an indefinite number of shares of its beneficial interests
("shares") have been registered under the Securities Act of 1933 to be
offered for sale to the public in a continuous public offering in
accordance with the terms and conditions set forth in the Prospectus and
Statement of Additional Information ("SAI") included in the Trust's
Registration Statement as it may be amended from time to time (the
"Current Prospectus and/or SAI").
In this connection, the Trust desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the
sale and distribution of shares which have been registered as described
above and of any additional shares which may become registered during the
term of this Agreement. You have advised the Trust that you are willing
to act as such Distributor, and it is accordingly agreed between us as
follows:
1. Appointment of the Distributor. The Trust hereby appoints you
as the sole General Distributor for sale of its shares, pursuant to the
aforesaid continuous public offering of its shares and the Trust further
agrees from and after the date of this Agreement that it will not, without
your consent, sell or agree to sell any shares otherwise than through you,
except (a) the Trust may itself sell shares as an investment to the
officers, trustees or directors and bona fide present and former full-time
employees of the Trust, the Trust's Investment Adviser and affiliates
thereof, and to other investors who are identified in the current
Prospectus and/or SAI; (b) the Trust may issue shares in connection with
a merger, consolidation or acquisition of assets on such basis as may be
authorized or permitted under the 1940 Act; (c) the Trust may issue shares
for the reinvestment of dividends and other distributions of the Trust or
of any other Trust if permitted by the current Prospectus and/or SAI; and
(d) the Trust may issue shares as underlying securities of a unit
investment trust if such unit investment trust has elected to use Shares
as an underlying investment; provided that in no event as to any of the
foregoing exceptions shall Shares be issued and sold at less than the
then-existing net asset value.
2. Sale of Shares. You hereby accept such appointment and agree
to use your best efforts to sell shares, provided, however, that when
requested by the Trust at any time because of market or other economic
considerations or abnormal circumstances of any kind, or when agreed to
by mutual consent of the Trust and the General Distributor, you will
suspend such efforts. The Trust may also withdraw the offering of shares
at any time when required by the provisions of any statute, order, rule
or regulation of any governmental body having jurisdiction. It is
understood that you do not undertake to sell all or any specific number
of shares of the Trust.
3. Purchase of Shares.
(a) As General Distributor, you shall have the right to accept
or reject orders for the purchase of Shares at your
discretion. Any consideration which you may receive in
connection with a rejected purchase order will be returned
promptly. Shares of the Trust may be sold by you only at
net asset value without sales charge upon receipt of
Federal Funds for the purchase of any shares sold by you
pursuant to provisions hereof. The redemption proceeds of
shares may be subject to a contingent deferred sales
charge ("CDSC") under the circumstances described in the
current Prospectus and/or SAI. You may pay dealers and
brokers for sales of shares from your own resources (such
dealers and brokers shall collectively include all
domestic or foreign institutions eligible to offer and
sell the shares), and in the event that the Trust has more
than one class of shares outstanding, then you may impose
a CDSC on shares of one class that is different from the
CDSC, if any, imposed on shares of the Trust's other
class(es), in each case as set forth in the current
Prospectus and/or SAI, provided the CDSCs to the ultimate
purchasers do not exceed the respective levels set forth
for such category of purchaser in the current Prospectus
and/or SAI.
(b) You agree promptly to issue or to cause the duly appointed
transfer or shareholder servicing agent of the Trust to
issue as your agent confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the
Trust. The net asset value of all Shares which are the
subject of such confirmations, computed in accordance with
the applicable rules under the 1940 Act, shall be a
liability of the General Distributor to the Trust to be
paid promptly after receipt of payment from the
originating dealer or broker (or investor, in the case of
direct purchases) and not later than eleven business days
after such confirmation even if you have not actually
received payment from the originating dealer or broker or
investor. In no event shall the General Distributor make
payment to the Trust later than permitted by applicable
rules of the National Association of Securities Dealers,
Inc. Notwithstanding the provisions of part (a) of this
Section 3 of this Agreement, purchase orders received from
an authorized dealer after the latest determination of the
Trust's net asset value on a regular business day will
receive that latest net asset value if the request to the
dealer by its customer to arrange such purchase prior to
the latest determination of the Trust's net asset value
that day complies with the requirements governing such
requests as stated in the current Prospectus and/or SAI.
(c) If the originating dealer or broker shall fail to make
timely settlement of its purchase order in accordance with
applicable rules of the National Association of Securities
Dealers, Inc., or if a direct purchaser shall fail to make
good payment for shares in a timely manner, you shall have
the right to cancel such purchase order and, at your
account and risk, to hold responsible the originating
dealer or broker, or investor. You agree promptly to
reimburse the Trust for losses suffered by it that are
attributable to any such cancellation, or to errors on
your part in relation to the effective date of accepted
purchase orders, limited to the amount that such losses
exceed contemporaneous gains realized by the Trust for
either of such reasons with respect to other purchase
orders.
(d) In the case of a canceled purchase for the account of a
directly purchasing shareholder, the Trust agrees that if
such investor fails to make you whole for any loss you pay
to the Trust on such canceled purchase order, the Trust
will reimburse you for such loss to the extent of the
aggregate redemption proceeds of any other shares of the
Trust owned by such investor, on your demand that the
Trust exercise its right to claim such redemption
proceeds. The Trust shall register or cause to be
registered all Shares sold to you pursuant to the
provisions hereof in such names and amounts as you may
request from time to time and the Trust shall issue or
cause to be issued certificates evidencing such Shares for
delivery to you or pursuant to your direction if and to
the extent that the shareholder account in question
contemplates the issuance of such certificates. All
Shares when so issued and paid for, shall be fully paid
and non-assessable by the Trust (which shall not prevent
the imposition of any CDSC that may apply) to the extent
set forth in the current Prospectus and/or SAI.
4. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you are
appointed and shall act as Agent of the Trust. You are
authorized, for so long as you act as General Distributor
of the Trust, to repurchase, from authorized dealers,
certificated or uncertificated shares of the Trust
("Shares") on the basis of orders received from each
dealer ("authorized dealer") with which you have a dealer
agreement for the sale of Shares and permitting resales of
Shares to you, provided that such authorized dealer, at
the time of placing such resale order, shall represent (i)
if such Shares are represented by certificate(s), that
certificate(s) for the Shares to be repurchased have been
delivered to it by the registered owner with a request for
the redemption of such Shares executed in the manner and
with the signature guarantee required by the then current
effective prospectus and/or SAI, or (ii) if such Shares
are uncertificated, that the registered owner(s) has
delivered to the dealer a request for the redemption of
such Shares executed in the manner and with the signature
guarantee required by the then current effective
prospectus of the Trust.
(b) You shall (a) have the right in your discretion to accept
or reject orders for the repurchase of Shares; (b)
promptly transmit confirmations of all accepted repurchase
orders; and (c) transmit a copy of such confirmation to
the Trust, or, if so directed, to any duly appointed
transfer or shareholder servicing agent of the Trust. In
your discretion, you may accept repurchase requests made
by a financially responsible dealer which provides you
with indemnification in form satisfactory to you in
consideration of your acceptance of such dealer's request
in lieu of the written redemption request of the owner of
the account; you agree that the Trust shall be a third
party beneficiary of such indemnification.
(c) Upon receipt by the Trust or its duly appointed transfer
or shareholder servicing agent of any certificate(s) (if
any has been issued) for repurchased Shares and a written
redemption request of the registered owner(s) of such
Shares executed in the manner and bearing the signature
guarantee required by the then current effective
Prospectus or SAI, the Trust will pay or cause its duly
appointed transfer or shareholder servicing agent promptly
to pay to the originating authorized dealer the redemption
price of the repurchased Shares (other than repurchased
Shares subject to the provisions of part (d) of Section 4
of this Agreement) next determined after your receipt of
the dealer's repurchase order.
(d) Notwithstanding the provisions of part (c) of Section 4 of
this Agreement, repurchase orders received from an
authorized dealer after the latest determination of the
Trust's redemption price on a regular business day will
receive that day's latest redemption price if the request
to the dealer by its customer to arrange such repurchase
prior to the latest determination of the Trust's
redemption price that day complies with the requirements
governing such requests as stated in the current
Prospectus and/or SAI.
(e) You will make every reasonable effort and take all
reasonable available measures to assure the accurate
performance of all services to be performed by you
hereunder within the requirements of any statute, rule or
regulation pertaining to the redemption of shares of a
regulated investment company and any requirements set
forth in the then current Prospectus and/or SAI of the
Trust.
(f) In the event an authorized dealer initiating a repurchase
order shall fail to make delivery or otherwise settle such
order in accordance with the rules of the National
Association of Securities Dealers, Inc., you shall have
the right to cancel such repurchase order and, at your
account and risk, to hold responsible the originating
dealer. In the event that any cancellation of a Share
repurchase order or any error in the timing of the
acceptance of a Share repurchase order shall result in a
gain or loss to the Trust, you agree promptly to reimburse
the Trust for any amount by which any loss shall exceed
then-existing gains so arising.
5. 1933 Act Registration. The Trust has delivered to you a copy
of its current Prospectus and SAI. The Trust agrees that it will use its
best efforts to continue the effectiveness of the Trust's Registration
Statement filed under the Securities Act of 1933. The Trust further
agrees to prepare and file any amendments to its Registration Statement
as may be necessary and any supplemental data in order to comply with the
Securities Act of 1933. The Trust will furnish you at your expense with
a reasonable number of copies of the current Prospectus and SAI for use
in connection with the sale of shares.
6. 1940 Act Registration. The Trust has already registered under
the Investment Company Act of 1940 as an investment company, and it will
use its best efforts to maintain such registration and to comply with the
requirements of said Act.
7. State Blue Sky Qualifications. At your request, the Trust will
take such steps at its own expense as may be necessary and feasible to
qualify shares for sale in states, territories or dependencies of the
United States of America, in the District of Columbia, the Commonwealth
of Puerto Rico and in foreign countries, in accordance with the laws
thereof, and to renew or extend any such qualification; provided, however,
that the Trust shall not be required to qualify shares or to maintain the
qualification of shares in any jurisdiction where it shall deem such
qualification disadvantageous to the Trust.
8. Duties of Distributor:
(a) Neither you nor any of your officers will take any long or
short position in the shares of the Trust, but this
provision shall not prevent you or your officers from
acquiring shares of the Trust for investment purposes
only;
(b) You shall furnish to the Trust any pertinent information
required to be inserted with respect to you as Distributor
within the purview of the Securities Act of 1933 in any
reports or registration required to be filed with any
governmental authority;
(c) You will not make any representations inconsistent with
the information contained in the Registration Statement or
Prospectus of the Trust filed under the Securities Act of
1933, as in effect from time to time.
(d) You shall maintain such records as may be reasonably
required for the Trust or its transfer or shareholder
servicing agent to respond to shareholder requests or
complaints, and to permit the Trust to maintain proper
accounting records, and you shall make such records
available to the Trust and its transfer agent or
shareholder servicing agent upon request; and
(e) In performing under this Agreement, you shall comply with
all requirements of the Trust's current Prospectus and/or
SAI and all applicable laws, rules and regulations with
respect to the purchase, sale and distribution of Shares.
9. Allocation of Costs. The Trust shall pay the cost of
composition and printing of sufficient copies of its Prospectus and SAI
as shall be required for periodic distribution to its shareholders and the
expense of registering Shares for sale under federal securities laws and
under blue sky laws pursuant to Section 7. You shall pay the expenses
normally attributable to the sale of Shares, other than as paid under the
Trust's Distribution Plan under Rule 12b-1 of the 1940 Act, including the
cost of printing and mailing of the Prospectus (other than those furnished
to existing shareholders) and any sales literature used by you in the
public sale of the Shares.
10. Duration. This Agreement shall take effect on the date first
written above, and shall supersede any and all prior General Distributor's
Agreements by and among the Trust and you. Unless earlier terminated
pursuant to Section 11 hereof, this Agreement shall remain in effect until
September 30, 1993. This Agreement shall continue in effect from year to
year thereafter, provided that such continuance shall be specifically
approved at least annually: (a) by the Trust's Board of Trustees or by
vote of a majority of the voting securities of the Trust; and (b) by the
vote of a majority of the Trustees, who are not parties to this Agreement
or "interested persons" (as defined in the 1940 Act) of any such person,
cast in person at a meeting called for the purpose of voting on such
approval.
11. Termination. This Agreement may be terminated (a) by the
General Distributor at any time without penalty by giving sixty days's
written notice (which notice may be waived by the Trust); (b) by the Trust
at any time without penalty upon sixty days' written notice to the General
Distributor( which notice may be waived by the General Distributor); or
(c) by mutual consent of the Trust and the General Distributor, provided
that such termination by the Trust shall be directed or approved by the
Board of Trustees of the Trust or by the vote of the holders of a
"majority" of the outstanding voting securities of the Trust. In the
event this Agreement is terminated by the Trust, the General Distributor
shall be entitled to be paid the CDSC under Section 3 hereof on the
redemption proceeds of Shares sold prior to the effective date of such
termination.
12. Assignment. This Agreement may not be amended or changed except
in writing and shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, however, this Agreement
shall not be assigned by either party and shall automatically terminate
upon assignment.
13. Disclaimer of Shareholder Liability. The General Distributor
understands and agrees that the obligations of the Trust under this
Agreement are not binding upon any shareholder or any Trustee of the Trust
personally, but bind only the Trust and the Trust's property; the
Distributor represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
14. Section Headings. The heading of each section is for
descriptive purposes only, and such headings are not to be construed or
interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
OPPENHEIMER CASH RESERVES
By /s/ James C. Swain
--------------------------
James C. Swain, Chairman
Accepted:
OPPENHEIMER FUND MANAGEMENT, INC.
By /s/ George C. Bowen
- ---------------------------------
George C. Bowen, Vice President
ofmi\760#5
Exhibit 24(b)(8)
CUSTODIAN AGREEMENT
I. DESIGNATION OF CUSTODIAN
OPPENHEIMER CASH RESERVES (the "Fund"), an open-end series management
investment company organized as a Massachusetts business trust having an
office at 3410 South Galena Street, Denver, Colorado 80231, hereby
designates Citibank, N.A. (the "Bank"), a National Banking Corporation
incorporated under the laws of the United States of America and having an
office at 399 Park Avenue, New York, NY 10043, as Custodian of the
Property (as defined in Section III) of the Fund. By its acceptance, the
Bank agrees to serve as such Custodian upon the terms and conditions set
forth in this Agreement.
II. DELIVERY OF DOCUMENTS
(a) Documents delivered. The Fund delivers to the Bank herewith the
following documents:
(i) Resolutions authorizing the appointment of the Bank as the
custodian of the Fund and the execution by the Fund of
this Agreement;
(ii) copies, certified by the appropriate officer or officers,
of the charter and the by-laws of the Fund; and
(iii) incumbency and signature certificates identifying and
containing the signatures of the officers of the Fund
and/or other signatories authorized to sign
Instructions (as defined below) on behalf of the
Fund, specifying the number of signatures required
for Instructions and identifying the trustees and the
other officers, if any, of the Fund.
(b) Changes. In case of any change or changes affecting any of the
documents described in this Section II, the Fund shall deliver new
documents to the Bank, to the extent necessary to reflect such change or
changes. Unless and until such new documents are delivered and an
authorized signatory of the Bank has issued a receipt for the delivery
thereof, the Bank shall be under no obligation to act (or omit to act),
in accordance with any such change, nor shall the Bank be liable for
failure so to act (or omit to act), but the Bank shall act in accordance
with the documents which such new documents are to replace.
(c) Additional information. The Fund shall furnish to the Bank any
additional information and documentation relating to the Fund and the
Fund's management company (if any) which the Bank may reasonably request.
(d) "Resolutions" defined. The term "Resolutions," as used in this
Agreement, means (i) if the trustees of the Fund are authorized to
transact business of the Fund by signing an instrument setting forth such
business, resolutions signed by the number of trustees of the Fund so
authorized and (ii) in all other cases, copies of resolutions of the
trustees of the Fund, certified by the appropriate officer or officers of
the Fund.
(e) "Depository" defined. The term "Depository" as used in this
Agreement means any "system" or "person" contemplated by Section 17 (f)
of the Investment Company Act of 1940 in which the Banks may, under that
Section and any rules, regulations or orders thereunder, deposit all or
part of the Fund's securities with the consent of the Fund, and to which
the Fund has consented.
(f) "Receipt" of payment defined. Whenever this Agreement
contemplates receipt of payment by the Bank, such receipt shall mean
receipt by the Bank of (i) cash or check of a national securities exchange
certified or issued by a bank (which term, as used in this Agreement,
shall include a trust company and a Federal Reserve Bank), or a
Depository; or (ii) written or telegraphic advice from a bank, registered
clearing agency or a Depository that funds have or will be credited to the
account of the Fund or the Bank at one or more of the foregoing; or (iii)
a bank wire from a correspondent bank of the Bank; or (iv) payment other
than the foregoing, if specified in Instructions relating to the
transaction in question.
III. THE PROPERTY
(a) Property delivered. The Fund shall deliver the Property, or
cause the Property to be delivered, to the Bank or a Depository, subject
to the provisions of this Agreement. Upon delivery, the securities at the
time included in the Property shall be in bearer form or shall be
registered in the name of a nominee of the Bank (with or without
indication of fiduciary status) or shall be properly endorsed and in form
for transfer satisfactory to the Bank.
(b) "Property" defined. The term "Property," as used in the
Agreement, means:
(i) any and all securities and other property which the Fund
may from time to time deposit, or cause to be deposited,
with the Bank or a Depository,
(ii) all income, including option premiums, in respect of any
of such securities or other property,
(iii) all proceeds of the sale of any such securities or
other property,
(iv) all proceeds, of the sale of securities issued by the
Fund, which are received by the Bank from time to time
from the Fund or its transfer agent, and
(v) any stocks, shares, bonds, financial futures contracts,
indexes, debentures, notes, mortgages and other
obligations, and any certificates, receipts, warrants or
other financial instruments representing absolute or
conditional rights or options to receive, purchase,
subscribe for or sell the same or evidencing or
representing any other rights or interests therein, or any
other property or assets, irrespective of their form, the
name by which they may be described, whether considered as
securities or commodities, or the character or form of the
entities by which they are issued or created.
(c) Holding of Securities. The Bank shall hold in a separate
account, and physically segregate at all times from those of any other
persons, firms or corporations, pursuant to the provisions hereof, all
securities which are part of the Property, other than those held by a
Depository. All such securities are to be held or disposed of by the
Bank, or by a Depository, subject at all times to Instructions pursuant
to the terms of this Agreement. The Bank shall have no power or authority
to (or to cause a Depository to) assign, hypothecate, pledge, or otherwise
dispose of any such securities except pursuant to Instructions and only
for the account of the Fund, as set forth in Section VI of this Agreement.
The bank will, upon receipt of proper Instructions, segregate
cash and/or securities of the Fund into escrow accounts in the name of a
designated broker or exchange clearing organization which is a party with
the Fund to an agreement relating to the financial futures contracts
described in paragraph (b) of this Section III. The Bank will confirm the
terms of such escrow to the broker or clearing organization and provide
a copy of such confirmation to the Fund. The Bank will not, however, make
any payment or transfer from any such escrow account except to the named
broker or clearing organization upon receipt of written notice by such
broker or clearing organization representing that the Fund is in default
of a specified obligation for which the escrow was established and setting
forth the amount represented to be due by the Fund to such broker or
clearing organization.
IV. REGISTRATION OF SECURITIES:
COMMERCIAL ACCOUNTS; OVERDRAFTS; RECEIPT OF SECURITIES
(a) Registration of securities. The securities included in the
Property shall, unless held by a Depository, be held in bearer form or in
the name of one or more nominees of the Bank.
(b) Commercial accounts. The Bank shall open and maintain a
commercial account or accounts in the name of the Fund, subject only to
the Bank's draft or order after receipt of Instructions, and the Bank
shall deposit in such account or accounts all cash constituting, or which
is to become, part of the Property. The Bank shall make payments of cash
to or for the account, of the Fund from such cash accounts only pursuant
to Section VI of this Agreement or as otherwise specifically provided in
this Agreement.
(c) Overdrafts. At the sole discretion of the Bank, the Bank will
permit the incurrence of cash overdrafts in any account of the Fund with
the Bank (i) in aid of the timely and orderly clearance of securities
transactions in the course of the Fund's normal business, trading and
investment operations or (ii) in connection with payments to Shareholders
all or a portion of whose shares in the Fund have been or are being
Redeemed, but only upon receipt by the Bank of Instructions to do so. The
Bank shall not be obligated to incur or permit the incurrence of any such
overdraft and the Bank shall not be liable to the Fund or any third party
for any refusal, failure or neglect on the part of the Bank to incur or
permit the incurrence of any such overdraft. As used in this Agreement,
the terms "Redeem" and "Redemption" refer to redemptions, purchases and
other acquisitions by the Fund of shares in the Fund from Shareholders,
and the term "Shareholder" means a shareholder or former shareholder of
the Fund.
(d) Payment of overdrafts; interest. The Fund shall pay to the
Bank, and the Bank may deduct from the Property, the amount of each
overdraft referred to in Section IV (c), together with interest thereon
at such rate as the Bank may from time to time notify to the Fund (such
rate not to exceed the rate at such time charged by the Bank to its prime
commercial borrowers by more than 1-1/2 percentage points), upon the
Bank's demand therefore.
(e) "Receipt" of securities defined. Whenever this Agreement
contemplates receipt of securities by the Bank, such receipt shall mean
receipt by the Bank of (i) securities in bearer form or in form of
transfer satisfactory to the Bank; or (ii) written or telegraphic advice
from a Depository that securities have been credited to the account of the
Fund or the Bank at the Depository; or (iii) written or telegraphic advice
from any bank or responsible commercial agent doing business in the United
States or any foreign country and designated by the Bank as its agent for
this purpose that such securities have been deposited with it.
V. INSTRUCTIONS
(a) "Instructions" defined. As used in this Agreement, the term
"Instructions" means instructions, with respect to any specified
transaction (except as otherwise indicated in this Agreement), in writing
or by telecopier, tested telegram, cable or Telex or by facsimile sending
device, signed in the name of the Fund by the requisite number of Fund
officers or authorized signatories of the Fund as the Board of Trustees
or executive committee of the Fund has authorized to give the particular
class of Instructions in question. Different persons may be authorized
to give Instructions for different purposes. Instructions may be general
or specific in terms.
(b) Instructions consistent with charter, etc. Although the Bank
may take cognizance of the provisions of the charter and by-laws of the
Fund as from time to time amended, the Bank may assume that any
Instructions received hereunder are not in any way inconsistent with any
provision of such charter or by-laws or any vote, resolution or proceeding
of the shareholders or the trustees, or of any committee of either
thereof, of the Fund.
(c) Authority of Fund's signatories. The incumbency and signature
certificates most recently delivered to the Bank pursuant to Section II
(a) (iii) shall constitute evidence of the authority of the signatories
designated therein to act on behalf of the Fund.
VI. TRANSACTIONS REQUIRING INSTRUCTIONS
(a) Payments of cash. The Bank shall make payments of cash to or
for the account of the Fund only as follows or as otherwise specifically
provided in this Agreement:
(i) upon receipt of Instructions to do so, the Bank shall make
payment for and receive all securities purchased for the
account of the Fund (insofar as cash is available, or
insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the
Bank, for such purpose), payment to be made only upon
receipt of the securities, provided that, if any such
securities (or any securities to be received free for the
Fund's account) are not received by the Bank on or before
the thirtieth day following the date of the Bank's receipt
of the Instructions to receive such securities, the Bank
may, but need not, consider such Instructions cancelled
unless and until the Bank received further Instructions
reinstating such original Instructions;
(ii) upon receipt of Instructions to do so, the Bank shall make
payment to a bank of principal of or interest on bank
loans made to the Fund;
(iii) upon receipt of Instructions to do so, the Bank shall
make payments for the Redemption of shares of the
Fund (subject to the provisions of Section VIII (a)
of this Agreement);
(iv) upon receipt of Instructions to do so, the Bank shall make
payments for the payment of dividends, taxes, management
or supervisory fees or operating expenses (including,
without limitation thereto, fees for legal, accounting and
auditing services);
(v) upon receipt of Instructions to do so, the Bank shall make
payments in connection with conversion, exchange or
surrender of securities owned or subscribed to by the Fund
held by or to be received by the Bank;
(vi) upon receipt of Instructions to do so, the Bank will make
payments pursuant to a specified agreement for loaning the
Fund's securities (which Instructions shall identify the
loan agreement under which the payment is to be made, the
date of payment, the name of the borrower and the
securities to be received, if any in exchange for the
payment); and
(vii) upon receipt of Instructions to do so, the Bank shall
make payment for other proper corporate purposes, but
only on receipt of a Resolution certified as set
forth in the definition of that term and
countersigned by another officer of the Fund
specifying the amount of such payment, setting forth
the purpose for which such payment is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
such payment is to be made.
(b) Transfer, Exchange or Delivery of Securities. The bank shall
transfer, exchange or deliver securities which are part of the Property
only as follows: upon receipt of Instructions to do so, the Bank shall
deliver (or cause a Depository to deliver) securities against such payment
or other consideration or written receipt therefor as shall be specified
in such Instructions, in the following cases: (i) upon sales of such
securities for the account of the Fund and receipt by the Bank of payment
therefor; (ii) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom; (iii) for payment when
such Property has been called, redeemed or retired, or has otherwise
become payable at the option of the holder thereof; (iv) in exchange for,
or for conversion into, other securities and/or cash pursuant to any plan
of merger, consolidation or reorganization, recapitalization, readjustment
or other rearrangement of the issuer; (v) for deposit with a
reorganization committee or protective committee pursuant to a deposit
agreement; (vi) for conversion into or exchange for other securities, or
into or for other securities and cash, in accordance with any conversion
or exchange right or option relating thereto; (vii) in the case of
warrants, rights or other similar securities, upon the exercise thereof;
(viii) in the case of interim receipts or temporary securities, upon the
surrender thereof for definitive securities; (ix) upon the exercise of
a call written by the Fund for which the Bank (or a Depository) has
written an escrow receipt (which term, as used in this Agreement, shall
include an option guarantee letter), subject to the provisions of Section
VI(e); (x) for the deposit of securities in a Depository; (xi) for the
purpose of Redemption in kind of shares of the Fund (subject to Section
VIII(a) of this Agreement); (xii) for the purpose of loaning securities
against receipt by the Bank of collateral therefor (the Instructions as
to which shall specify the securities to be delivered, the loan agreement
under which the delivery is to be made, the date of delivery, the name of
the borrower and the amount of collateral to be received in connection
therewith); and (xiii) for other proper corporate purposes. The Bank
shall make a delivery described in Section VI(c)(xiii) only on receipt of
a Resolution certified as set forth in the definition of that term and
countersigned by another officer of the Fund specifying the securities,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose and naming the person or
persons to whom said delivery is to be made.
(c) Exercise of rights, etc. The Bank shall deal with rights,
warrants and similar securities received by it hereunder only in the
manner and to the extent ordered by Instructions received by the Bank.
(d) Voting. Neither the Bank nor its nominees shall vote any of the
securities included in the Property or authorize the voting of any such
securities or give any consent, approval or waiver with respect thereto,
except as directed by Instructions received by the Bank. The Bank shall
promptly deliver, or cause to be executed and delivered, to the Fund all
notices, proxies and proxy soliciting materials with relation to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Fund) but
without indicating the manner in which such proxies are to be voted.
(e) Escrow receipts. Upon receipt of Instructions to do so, the
Bank will execute, or cause a Depository to execute, an escrow receipt
relating to a call written by the Fund upon receipt of payment for the
premium therefor. Such Instructions shall contain all information
necessary for the issuance of such receipts and will authorize the deposit
of the securities named in such Instructions into an escrow account of the
Fund. Securities so deposited into an escrow account will be held by the
Bank or Depository subject to the terms of such escrow receipt. However,
the Bank agrees that it will not deliver, or cause a Depository to
deliver, any securities deposited in an escrow account pursuant to an
exercise notice unless the Bank has received Instructions to do so or (i)
the Bank has duly requested the issuance of such Instructions, (ii)
at least two business days have elapsed since the receipt of such request
by the Fund, and (iii) the Fund has not advised the Bank by Instructions
that it has purchased securities that are to be delivered by the Bank or
a Depository pursuant to the exercise notice. The Fund agrees that it
will not issue any Instructions to the Bank with respect to the Property
which shall conflict with the terms of any escrow receipt executed by the
Bank or any Depository in relation to the Fund and which is then in
effect. The parties understand that the Fund may write calls on
securities ("underlying securities") which are not part of the Property
and issue Instructions to the Bank to execute, or cause a Depository to
execute, an escrow receipt on securities ("convertible securities") which
are, or are to be, part of the Property and are convertible into the
underlying securities. In such event, the Fund agrees that (i) any
Instructions by it as to the execution of the escrow receipt will relate
only to such convertible securities, and (ii) any Instructions by it as
to the delivery of securities relating to such call will relate only to
such convertible securities without responsibility on the part of the Bank
to effect any conversion thereof.
VII. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
(a) Collection of income and other payments. In the absence of
contrary instructions, the Bank shall:
(i) collect and receive, for the account of the Fund, all
income and other payments and distributions, including
(without limitation) stock dividends, rights, warrants and
similar items, included or to be included in the Property,
and promptly advise the Fund of such receipt;
(ii) take any action which may be necessary and proper in
connection with the collection and receipt of such income
and other payments and distributions, including (without
limitation) the execution of ownership and exemption
certificates, the presentation of coupons and other
interest items, the presentation for payment of securities
which have become payable as a result of their being
called, redeemed or retired, or otherwise becoming
payable, otherwise than at the option of the holder
thereof, and the endorsement for collection of checks,
drafts and other negotiable instruments; and
(iii) receive and hold for the account of the Fund all
securities received as a distribution on securities
held by the Fund as a result of a stock dividend,
share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution
of rights or similar securities issued with respect
to any securities of the Fund held by the Bank
hereunder, provided that the Bank shall not be
required to transact any item of business referred to
in this Section VII(a) with respect to a security
which is not covered by a published securities manual
reasonably available to the Custodian Services
Department of the Bank (or the successor to such
Department in the event of any administrative
rearrangement of the Bank) unless and until such
Custodian Services Department (or its successor) has
received a notice specifying (x) the item of business
in question and (y) such additional information as
will permit the Bank to transact such item of
business properly and without unreasonable
inconvenience to such Custodian Services Department
(or its successor).
(b) Cash disbursements. In the absence of contrary Instructions,
the Bank may make cash disbursements for minor expenses in handling
securities and for similar items in connection with the Bank's duties
under this Agreement. The Bank shall promptly advise the Fund of
disbursements so made.
(c) Delivery of information and documents. The Bank shall promptly
deliver to the Fund all information and documents received by the Bank and
relating to the Property including (without limitation) pendency of calls
and maturities of securities and expiration of rights in connection
therewith received by the Bank from issuers of securities being held for
the Fund. With respect to tender or exchange offers, the Bank shall
transmit promptly to the Fund all written information received from
issuers of the securities whose tender or exchange is being sought and
from the party (or his agents) making the tender or exchange offer.
VIII. TRANSACTIONS REQUIRING SPECIAL INSTRUCTIONS
(a) Redemptions. Upon receipt of Instructions to do so, the Bank
shall deliver Property in connection with Redemptions (insofar as monies
or, in a case referred to in clause (iii) below, other Property is
available, or insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the Bank for such
purpose), provided that the Instructions covering each Redemption shall
contain (i) the number of shares Redeemed, (ii) the net asset value
(determined pursuant to the regulations of the Fund, as from time to time
amended, which govern determination of net asset value) of such shares
on the effective date of such Redemption and (iii) specification of any
Property other than cash which the Bank is to deliver pursuant thereto.
(b) Extraordinary transactions. In the case of any of the following
transactions, not in the ordinary course of the business of the Fund:
(i) the merger or consolidation of the Fund and another
investment company,
(ii) the sale by the Fund of all or substantially all of its
assets, or
(iii) liquidation of the Fund or dissolution of the Fund
and distribution of its assets,
the Bank shall deliver Property only upon receipt of Instructions and
advice of counsel satisfactory to the Bank (who may be counsel for the
Fund, at the option of the Bank) to the effect that all necessary
corporate action therefor has been taken, or will be taken concurrently
with the Bank's action.
IX. RIGHT TO RECEIVE ADVICE
(a) Advice of Fund. If the Bank shall be in doubt as to any action
to be taken or omitted by it, it may request, and shall receive, from the
Fund directions or advice, including Instructions where appropriate.
(b) Advice of counsel. If the Bank shall be in doubt as to any
questions of law involved in any action to be taken or omitted by the
Bank, it may request advice from counsel of its own choosing (who may be
counsel for the Fund, at the option of the Bank).
(c) Conflicting advice. In case of conflict between directions,
advice or Instructions received by the Bank pursuant to Section IX(a) and
advice received by the Bank pursuant to Section IX(b), the Bank shall be
entitled to rely on and follow the advice received pursuant to Section
IX(b) alone.
(d) Absolute protection to Bank. The Bank shall be absolutely
protected in any action or inaction which it takes in reliance on any
directions, advice or Instructions received pursuant to Section IX(a) or
(b) or which the Bank, after receipt of any such directions, advice or
Instructions, in good faith believes to be consistent with such
directions, advice or Instructions, as the case may be. However, nothing
in this Section IX shall be construed as imposing upon the Bank any
obligation (i) to seek such directions, advice or Instructions, or (ii)
to act in accordance with such directions or advice when received, unless,
under the terms of another provision of this Agreement, the same is a
condition to the Bank's properly taking or omitting to take such action.
X. STATEMENTS
The Bank shall render to the Fund statements of the transactions in
the accounts of the Fund at the following times: the Bank shall furnish
the Fund both on a daily and a monthly basis with a statement summarizing
all transactions and entries for the account of the Fund. The Bank shall
furnish the Fund at the end of every month with a list of the portfolio
securities held by it or a Depository as custodian for the Fund, adjusted
for all commitments confirmed by the Fund as of such time, certified by
a duly authorized officer of the Bank. The books and records of the Bank
pertaining to its actions under this Agreement shall be open to inspection
and audit at all times by officers of the Fund, its auditors and officers
of its investment adviser.
XI. COMPENSATION
(a) Ordinary services. The Fund shall pay to the Bank, and the Bank
may deduct from the Property, for its services under this Agreement (other
than the services referred to in Section XI(c)) compensation based on a
schedule of charges to be agreed from time to time.
(b) Expenses. The Fund shall reimburse the Bank for all expenses,
taxes and other charges (including, without limitation, interest and other
items charged by brokers in respect of debit balances and delayed
deliveries) paid by the Bank with respect to the property of the Fund, or
incurred by the Bank on behalf of the Fund in the performance of the
Bank's duties hereunder, provided that the Bank shall be entitled to
reimbursement with respect to the fees and disbursements of counsel only
(i) as set forth in Sections XI(c) and XII or (ii) when the Fund breaches
or threatens to breach, or the Fund's management company (if any)
threatens to cause a breach, of this Agreement or when it would reasonably
appear to a man untrained in the law that such a breach exists or is
threatened, to the extent that the fees and disbursements of such counsel
relate to such actual or apparent breach or threatened breach. If the
Bank submits to the Fund a bill for such reimbursement and the Fund does
not, within 15 days after such submission, notify the Bank that the bill
is disapproved and make a reasonable counter-offer in writing, the bill
shall be deemed approved and the Bank may deduct such reimbursement from
the Property.
(c) Extraordinary services. The Fund shall pay to the Bank, and the
Bank may deduct from the Property, for its services as the Fund's agent
in paying a Shareholder consideration, consisting wholly or partially of
property other than cash, in connection with the Redemption of all or any
part of such Shareholder's shares in the Fund compensation equal to 1/10
of 1% of the amount computed by subtracting from the aggregate Redemption
price of such shares the cash, if any, paid to such Shareholder in respect
of such Redemption. Without limiting the generality of the provisions of
Section XI(b),
the Fund shall reimburse to the Bank, and the Bank may deduct from the
Property reimbursement for, the fees and disbursements of the Bank's
counsel attributable to such counsel's services in respect of each such
Redemption.
XII. INDEMNIFICATION
The Fund, as sole owner of the Property, will indemnify the Bank and
each of the Bank's nominees, and hold the Bank and such nominees harmless,
and the Bank may deduct from the Property indemnification, against all
costs, liabilities (including, without limitation, liabilities under the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940 and any state and foreign securities and
blue sky laws, all as from time to time amended) any expenses, including
(without limitation) attorney's fees and disbursements, arising directly
or indirectly (i) from the fact that securities included in the Property
are registered in the name of any such nominee, or (ii) without limiting
the generality of the foregoing clause (i), from any action or thing which
the Bank takes or does or omits to take or do, (A) at the request or on
the directions or in reliance on the advice of the Fund, or of the Fund's
management company (if any), or (B) upon Instructions, provided that
neither the Bank nor any of its nominees shall be indemnified against any
liability to the Fund or to its Shareholders (or any expense incident to
such liability) arising out of (x) the Bank's or such nominee's own
willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties under this Agreement or (y) the Bank's own negligent failure
to perform its duties under Section VII(a)(ii).
XIII. RESPONSIBILITY: COLLECTIONS
(a) Responsibility of Bank. The Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein
or as may be specifically agreed to by the Bank in writing. In the
performance of the Bank's duties hereunder, the Bank shall be obligated
to exercise care and diligence, but the Bank shall not be liable for any
act or omission which does not constitute gross negligence, willful
misfeasance or bad faith on the part of the Bank or reckless disregard by
the Bank of its duties under this Agreement, provided that the Bank shall
be responsible for its own negligent failure to perform any of its duties
under this Agreement. Without limiting the generality of the foregoing
or of any other provisions of this Agreement, the Bank shall not be under
any duty or obligation to inquire into and shall not be liable for or in
respect of (i) the validity or invalidity or authority or lack thereof of
any Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which the Bank
reasonably believes to be genuine, or (ii) the validity or invalidity of
the issuance of any securities included or to be included in the Property,
the legality or illegality of the purchase of such securities, or the
propriety or impropriety of the amount paid therefor, or (iii) the
legality or illegality of the sale (or exchange) of any Property or the
propriety or impropriety of the amount for which such Property is sold (or
exchanged), nor shall the Bank be under any duty or obligation to
ascertain whether any property at any time delivered to or held by the
Bank may properly be held by or for the Fund.
(b) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property shall be at the sole
risk of the Fund.
(c) Depositories. In using the facilities of a Depository, the Bank
undertakes to comply with the requirements of Rule 17f-4(d) insofar as the
same apply to a custodian, and shall be responsible for the prompt and
effective enforcement of its rights against the Depository in respect of
the property including the proper replacement of any certificated security
which has been lost, destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the Depository.
XIV. ADVERTISING
No printed or other matter in any language which mentions the Bank's
name other than in the context of the Bank's rights, powers or duties as
the custodian of the Fund shall be issued by the Fund or on the Fund's
behalf unless the Bank shall first have given its specific written consent
thereto.
XV. EFFECTIVE DATE; TERMINATION; SUCCESSOR; DISSOLUTION
(a) Effective date. This Agreement shall become effective as of the
date entered in the final paragraph of this Agreement and shall continue
in effect until terminated in the manner set forth below.
(b) Termination. Either party to this Agreement may terminate this
Agreement, without penalty, upon at least two weeks' prior written notice
to the other. The effective date of such notice shall be specified in
such notice, except that, at the option of the party receiving the notice
of termination, the effective date of termination may be postponed, by
notice (given prior to the effective date specified in the termination
notice) to the other party, to a date not more than sixty days from the
date of the notice of termination, provided that the Fund shall have no
right so to postpone the effective date of termination if the Fund is at
the time in default under the provisions of Section XIV.
(c) Successor custodian. The Bank shall, in the event of such
termination, deliver the Property, or cause it to be delivered, to any new
custodian which may be designated in Instructions received by the Bank.
(d) Successor custodian not available. In the event that no new
custodian can be found by the Fund at the time of termination of this
Agreement, the Fund shall, before authorizing the delivery of the Property
to anyone other than a successor custodian, submit to its shareholders the
question of whether the Fund shall be liquidated or shall function without
a custodian. The Bank shall, pending the finding of such a new custodian,
the dissolution of the Fund or the decision of the Fund's shareholders
that the Fund shall function without a custodian, continue to hold the
Property in safekeeping subject to the terms of this Agreement, but the
Bank will not carry out any transaction requiring Instructions, the
Instructions with respect to which are received by the Bank subsequent to
the effective date of the termination of this Agreement, or issue any
advice provided for by Section VII or any statement provided for by
Section X, provided that, upon its receipt of Instructions to do so, the
Bank will deliver the Property to a new custodian (which shall be a
person, firm or corporation having aggregate capital, surplus and
undivided profits of at least $2,000,000 as shown by its last published
report, and meeting such other requirements as may be imposed by
applicable law), distribute the Property (after liquidating any part of
the Property which does not consist of cash, if such Instructions so
order) upon dissolution of the Fund or deliver the Property to any other
person if the Fund's shareholders have decided that the Fund shall
function without a custodian. The Bank shall not be liable to the Fund
or any third party on account of any incidents or omissions occurring
during such period of safekeeping except those arising through the Bank's
own willful misconduct or gross negligence.
(e) Dissolution; no successor custodian. Upon its receipt of
Instructions to do so, the Bank shall distribute the Property (after
liquidating any part of the Property which does not consist of cash, if
such Instructions so order) upon dissolution of the Fund or deliver the
Property to any person who is to take the place of the Fund's custodian
if the Fund's shareholders have decided that the Fund shall function
without a custodian, provided, in either case, that such Instructions
shall be accompanied by a certified copy of the minutes of the meeting of
the Fund's shareholders at which the same was approved.
XVI. NOTICES
All notices and other communications, including Instructions
(collectively referred to as "Notices" in this Section XV), hereunder
shall be in writing or by tested telegram, cable or Telex. Notices shall
be addressed (i) if to the Bank, at the Bank's address set forth at the
head of this Agreement, marked for the attention of the Custodian Services
Department (or its successor, referred to in Section VII(a)), (ii) if to
the Fund, at the address of the Fund set forth at the head of this
Agreement, or (iii) if to either of the foregoing, at such other address
as shall have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address
of the addressee thereof are, at the time of sending, more than 100 miles
apart, the Notice shall be sent by airmail, in which case it shall be
deemed given three days after it is sent, or by tested telegram, cable or
Telex, in which case it shall be deemed given immediately, and, if the
location of the sender of a Notice and the address of the addressee
thereof are, at time of sending, not more than 100 miles apart, the Notice
may be sent by first-class mail, in which case it shall be deemed given
two days after it is sent, or by messenger, in which case it shall be
deemed given on the day it is delivered, or by tested telegram or Telex,
in which case it shall be deemed given immediately, provided that the Bank
shall in no event be liable in respect of any delay in its actual receipt
of any Notice. All postage, cable, telegraph and Telex charges arising
from the Sending of a Notice hereunder shall be paid by the sender.
XVII. DEPOSITORIES; ASTRA
The Fund authorizes the Bank, for any securities held hereunder, to
use the services of any United States central securities depository
permitted to perform such services for registered investment companies and
their custodians under Rule 17f-4 under the Act ("System"), the use of
which is subject to the terms and conditions of this Section XVII.
The terms of the use of any System under this Agreement shall be
governed by the terms and conditions of Rule 17f-4 under the Investment
Company Act of 1940, to which terms and conditions the parties hereto
agree as if set forth in full in this Agreement. The parties also agree
that such terms and conditions shall supersede any conflicting provisions
of this Agreement. Nothing herein shall be deemed to require that the
Custodian ascertain, as a condition to the use of any System, that any
required action has been taken by the Board of Trustees of the Fund.
If and to the extent that a System permits the withdrawal of a
security from that System in certificate form and the Fund requires a
certificate for making a loan or otherwise, the Bank shall take all
necessary and appropriate action to obtain such certificate upon receipt
of an officer's certificate requesting the same.
The liability of the Bank to the Fund in connection with the use of
any System shall be subject to the provisions of Section XIII of this
Agreement.
The Bank agrees that it will effectively enforce such rights as it
may have against any System and will use its best efforts, and will
enforce any such rights as it may have against any System, to require that
such System shall take all appropriate and necessary steps to obtain
replacement of any certificated security in such System which has been
lost, apparently destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the System.
The Fund can have dial-up access to its own custodian account in the
Bank's computerized accounting system (the "ASTRA System") in order to:
(i) accept or reject executed securities transactions (other than in
foreign securities) as submitted for confirmation by brokers and dealers
through the Institutional Delivery ("ID") System of Depository Trust
Company ("DTC") in which the Bank is a participant; and (ii) issue
instructions for the settlement of accepted transactions by the Bank
(through the ID System of DTC or otherwise) pursuant to the terms of this
Agreement.
1. The Bank will provide such current instructions and password as
may be necessary for the Fund to have dial-up access to its own custody
account in the ASTRA System, which instructions and password, including
any changed instructions or password, will be delivered personally or by
certified mail, return receipt requested, to such officer(s) of the Fund
as may, from time to time, be designated in a written instruction given
by the Fund in accordance with Article V of this Agreement and signed by
the Secretary, Assistant Secretary or Treasurer of the Fund.
2. The Bank will change such instructions or password as frequently
as may reasonably be requested by the Fund for security reasons.
3. The Bank is obligated and authorized to act and rely upon any
instructions received by it through the ASTRA System, as fully as in the
case of instructions given pursuant to Article V of this Agreement,
regardless of whether such instructions have been authorized by the Fund,
provided that such instructions are accompanied by the code password and
account identification information furnished, from time to time, by the
Bank to the Fund as hereinabove provided. Any such instructions received
by the Bank through the ASTRA System will be considered "Instructions" for
all purposes under this Agreement, including without limitation the
indemnification provisions of Article VII hereof.
4. Both the Fund and the Bank will keep for at least five years and
produce on request, in machine readable form, copies of any instructions
sent or received pursuant to the provisions hereof.
XVIII. MISCELLANEOUS
(a) Amendments, etc. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought. The
headings in this Agreement are for convenience of reference only, are not
a part of this Agreement and shall be disregarded in connection with any
interpretation of all or any part of this Agreement.
(b) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings, relating to the subject matter hereof,
provided that the parties hereto may embody in one or more separate
documents their agreement, if any, with respect to delegated and/or oral
Instructions.
(c) Successors and assigns; assignment. All terms of this Agreement
shall be binding upon the respective successors and assigns of the parties
hereto, the Fund's management company (if any) and the Fund's shareholders
and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns, provided that this Agreement
shall not be assignable in whole or in part by either party hereto without
the written consent of the other party hereto.
(d) Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but all
of which, taken together, shall constitute one and the same Agreement.
(e) Disclaimer of Shareholder Liability. The Bank understands that
the obligations of the Fund under this Agreement are not binding upon any
trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Bank represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
(f) Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by the hands of their signatories thereunto duly authorized
as of the 22nd day of December, 1988.
CITIBANK, N.A.
By: /s/ Reginald Monachino
----------------------------------
Reginald Monachino, Vice President
(Name and Title)
OPPENHEIMER CASH RESERVES
By: /s/ Robert G. Galli
-------------------------------
Robert G. Galli, Vice President
CUSTODY\760
Exhibit 24(b)(10)(i)
HAMILTON, MYER, SWANSON, FAATZ & CLARK
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
1600 BROADWAY, SUITE 600
DENVER, COLORADO 80202-4988
TELEPHONE (303) 830-0500
FACSIMILE (303) 860-7655
September 21, 1988
Oppenheimer Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the proposed public offering of shares of beneficial
interest of Oppenheimer Cash Reserves (the "Fund'), we have examined such
records and documents as we deem necessary for the purpose of this
opinion.
The Fund is a business trust duly organized and validly existing under the
laws of the Commonwealth of Massachusetts. As of the date of this letter,
it is our opinion that the indefinite number of shares of the Fund covered
by its Registration Statement on Form N-1A (SEC Reg. No. 33-23223), when
issued and paid for in accordance with the terms of the offering, as set
forth in the Prospectus and Statement of Additional Information forming
a part of the Registration Statement, will be, when such Registration
Statement shall have become effective, legally issued, fully paid and non-
assessable by the Fund to the extent set forth in such Registration
Statement.
We hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement and to the reference to Counsel in such Prospectus
and/or Statement of Additional Information. We also consent to the filing
of this opinion with the authorities administering the securities of any
jurisdiction in connection with the registration or qualification under
such law of the Fund or its shares.
Very truly yours,
HAMILTON, MYER, SWANSON
FAATZ & CLARK
By: /s/ Allan B. Adams
------------------------
Allan B. Adams, Partner
opinion\760.1
Exhibit 24(b)(10)(ii)
MYER, SWANSON, & ADAMS, P.C.
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
1600 BROADWAY SUITE 1850
DENVER, COLORADO 80202-4918
TELEPHONE (303) 866-9600
FACSIMILE (303) 866-9818
February 22, 1991
Centennial Cash Reserves
3410 South Galena Street
Denver Colorado 80231
Gentlemen:
This opinion is submitted in connection with the proposed public offering
of shares of the Centennial Cash Reserves (the "Fund") formerly named
Oppenheimer Cash Reserves, covered by the Fund's registration statement
on Form N-14 filed with the Securities and Exchange Commission. Said
public offering is being made to the holders of beneficial interest in the
MassMutual Money Market Fund series of the MassMutual Integrity Funds
pursuant to the Agreement and Plan of Reorganization dated as of January
15, 1991 between the Fund and MassMutual Integrity Funds for the benefit
of its MassMutual Money Market Fund series. In rendering this opinion,
we have examined such records and documents as we deem necessary for the
purpose of this opinion.
The Fund is an unincorporated voluntary association commonly knows as a
business trust duly organized and validly existing under the laws of the
Commonwealth of Massachusetts. As of the date of this letter, it is our
opinion that the shares of the Fund covered by the above referenced
Registration Statement for the Fund on Form n-14, will be, subject to the
matters set forth in the next paragraph, legally issued, fully paid and
non-assessable by the Fund upon the occurrence of all of the following
events: (a) such Registration Statement shall have become effective, (b)
said shares shall have been issued and paid for in accordance with the
terms of the offering, as set forth in the Prospectus and Statement of
Additional Information forming a part of the Registration Statement, and
(c) the foregoing Agreement and Plan of Reorganization, and all
transactions contemplated therein, shall have closed and been fully
consummated, and all conditions to said closing and consummation shall
have been satisfied or waived.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligation
of the Trust. The Declaration of Trust of the Fund does, however, contain
an express disclaimer of shareholder liability for the acts and
obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or
executed by the Trust or the Trustees. The Declaration of Trust provides
for indemnification out of the Trust property of any sharehoLder held
personally liable for the obligations of the Trust. The Declaration of
Trust also provides that the Trust shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
Trust and satisfy any judgment thereon.
We hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement and to the reference to Counsel in such Prospectus
and.or Statement of Additional Information. We also consent to the filing
of this opinion with the authorities administering the securities laws of
any jurisdiction in connection with the registration or qualification
under such laws of the Fund and its shares.
Sincerely,
/s/ Allan B. Adams
-----------------------------
Alan B. Adams
of MYER, SWANSON & ADAMS, P.C.
opinion\760.2
Exhibit 24(b)(11)
INDEPENDENT AUDITORS' CONSENT
Oppenheimer Cash Reserves:
We consent to the use in this Post-Effective Amendment No. 10 to
Registration Statement No. 33-23223 of our report dated January 23, 1995
on the financial statements of Oppenheimer Cash Reserves appearing in the
Statement of Additional Information, which is a part of such Registration
Statement, and to the reference to us under the caption "Financial
Highlights" appearing in the Prospectus, which is also a part of such
Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
April 21, 1995
Exhibit 24(b)(15)(ii)
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER CASH RESERVES
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 23rd
day of February, 1994 by and between OPPENHEIMER CASH RESERVES (the
"Fund") and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act"), pursuant to which the Fund will compensate the Distributor for a
portion of its costs incurred in connection with the distribution of
Shares, and the personal service and maintenance of shareholder accounts
that hold Shares ("Accounts"). The Fund may act as distributor of
securities of which it is the issuer, pursuant to the Rule, according to
the terms of this Plan. The Distributor is authorized under the Plan to
pay "Recipients," as hereinafter defined, for rendering (1) distribution
assistance in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are intended
to have certain rights as third-party beneficiaries under this Plan. The
terms and provisions of this Plan shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in the (i)
1940 Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., or
its successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by
the Distributor to receive payments under the Plan. Notwithstanding
the foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940
Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this Plan
(the "Independent Trustees") may remove any broker, dealer, bank or
other institution as a Recipient, whereupon such entity's rights as
a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that two entities would otherwise qualify as Recipients as to
the same Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset-Based Sales
Charge") outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services of the type approved by the Board
with respect to Accounts. Such Asset-Based Sales Charge payments
received from the Fund will compensate the Distributor and Recipients
for providing distribution assistance in connection with the sales
of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in the establishment and maintenance of accounts
or sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend payment
options available, and providing such other information and services
in connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may
reasonably request.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and Recipients may include,
but shall not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to current
holders of the Fund's Shares ("Shareholders"), and providing such
other information and services in connection with the distribution
of Shares as the Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it
to payments under the Plan. In the event that either the Distributor
or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale of
Shares or administrative support services for Accounts, then the
Distributor, at the request of the Board, shall require the Recipient
to provide a written report or other information to verify that said
Recipient is providing appropriate distribution assistance and/or
services in this regard. If the Distributor still is not satisfied,
it may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such entity's rights as a third-party
beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by
the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by
its Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value
of Shares computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient
or by its Customers for a period of more than one (1) year, subject
to reduction or chargeback so that the Advance Service Fee Payments
do not exceed the limits on payments to Recipients that are, or may
be, imposed by Article III, Section 26, of the NASD Rules of Fair
Practice. In the event Shares are redeemed less than one year after
the date such Shares were sold, the Recipient is obligated and will
repay to the Distributor on demand a pro rata portion of such Advance
Service Fee Payments, based on the ratio of the time such shares were
held to one (1) year. The Advance Service Fee Payments described in
part (i) of the preceding sentence may, at the Distributor's sole
option, be made more often than quarterly, and sooner than the end
of the calendar quarter. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings
do not equal or exceed, at the end of such quarter, the minimum
amount ("Minimum Qualified Holdings"), if any, to be set from time
to time by a majority of the Independent Trustees. A majority of the
Independent Trustees may at any time or from time to time decrease
and thereafter adjust the rate of fees to be paid to the Distributor
or to any Recipient, but not to exceed the rate set forth above,
and/or direct the Distributor to increase or decrease the Maximum
Holding Period, the Minimum Holding Period or the Minimum Qualified
Holdings. The Distributor shall notify all Recipients of the Minimum
Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, and the rate of payments hereunder applicable to
Recipients, and shall provide each Recipient with written notice
within thirty (30) days after any change in these provisions.
Inclusion of such provisions or a change in such provisions in a
revised current prospectus shall constitute sufficient notice. The
Distributor may make Plan payments to any "affiliated person" (as
defined in the 1940 Act) of the Distributor if such affiliated person
qualifies as a Recipient.
(c) The Distributor is entitled to retain from the payments
described in Section 3(a) the aggregate amount of (i) the Service Fee
on Shares outstanding for less than the Minimum Holding Period plus
(ii) the Asset-Based Sales Charge on Shares outstanding for not more
than the Maximum Holding Period, in each case computed as of the
close of each business day during that period and subject to
reduction or elimination of such amounts under the limits to which
the Distributor is, or may become, subject under Article III, Section
26, of the NASD Rules of Fair Practice. Such amount is collectively
referred to as the "Quarterly Limitation." The distribution
assistance and administrative support services in connection with the
sale of Shares to be rendered by the Distributor may include, but
shall not be limited to, the following: (i) paying sales commissions
to any broker, dealer, bank or other institution that sells Shares,
and\or paying such persons Advance Service Fee Payments in advance
of, and\or greater than, the amount provided for in Section 3(a) of
this Agreement; (ii) paying compensation to and expenses of personnel
of the Distributor who support distribution of Shares by Recipients;
(iii) paying of or reimbursing the Distributor for interest and
other borrowing costs on unreimbursed Carry Forward Expenses (as
hereafter defined) at the rate paid by the Distributor or, if such
amounts are financed by the Distributor from its own resources or by
an affiliate, at the rate of 1% per annum above the prime rate (which
shall mean the most preferential interest rate on corporate loans at
large U.S. money center commercial banks) then being reported in the
Eastern edition of the Wall Street Journal (or if such prime rate is
no longer so reported, such other rate as may be designated from time
to time by the Distributor with the approval of the Independent
Trustees); (iv) other direct distribution costs of the type approved
by the Board, including without limitation the costs of sales
literature, advertising and prospectuses (other than those furnished
to current Shareholders) and state "blue sky" registration expenses;
and (v) any service rendered by the Distributor that a Recipient may
render pursuant to part (a) of this Section 3. The Distributor's
costs of providing the above-mentioned services are hereinafter
collectively referred to as "Distribution and Service Costs." "Carry
Forward Expenses" are Distribution and Service Costs that are not
paid in the fiscal quarter in which they arise because they exceed
the Quarterly Limitation. In the event that the Board should have
reason to believe that the Distributor may not be rendering
appropriate distribution assistance or administrative support
services in connection with the sale of Shares, then the Distributor,
at the request of the Board, shall provide the Board with a written
report or other information to verify that the Distributor is
providing appropriate services in this regard.
(d) The excess in any fiscal quarter of (i) the Quarterly Limitation
plus any contingent deferred sales charge ("CDSC") payments recovered
by the Distributor on the proceeds of redemption of Shares over (ii)
Distribution and Service Costs during that quarter, shall be applied
in the following order of priority: first, to interest on
unreimbursed Carry Forward Expenses, second, to reduce any
unreimbursed Carry Forward Expenses, third, to reduce Distribution
and Service Costs during that quarter, and fourth, to reduce the
Asset-Based Sales Charge payments by the Fund to the Distributor in
that quarter. Carry Forward Expenses shall be carried forward by the
Fund until payment can be made under the Quarterly Limitation.
(e) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC),
from its own resources, from Asset-Based Sales Charge payments or
from its borrowings.
4. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board for
its review, detailing distribution expenditures properly attributable to
the Shares, including the amount of all payments made pursuant to this
Plan, the identity of the Recipient of each such payment, the amount paid
to the Distributor and the Distribution and Service Costs and Carry
Forward Expenses for that period. The report shall state whether all
provisions of Section 3 of this Plan have been complied with. The
Distributor shall annually certify to the Board the amount of its total
expenses incurred that year and its total expenses incurred in prior years
and not previously recovered with respect to the distribution of Shares
in conjunction with the Board's annual review of the continuation of the
Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on February 23, 1994 for the purpose of
voting on this Plan, and replaces the Fund's Distribution and Service Plan
and Agreement dated June 22, 1993. Unless terminated as hereinafter
provided, it shall continue in effect until October 31, 1994 and from year
to year thereafter or as the Board may otherwise determine only so long
as such continuance is specifically approved at least annually by a vote
of the Board and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such continuance. This Plan may not
be amended to increase materially the amount of payments to be made
without approval of the Class B Shareholders, in the manner described
above, and all material amendments must be approved by a vote of the Board
and of the Independent Trustees. This Plan may be terminated at any time
by vote of a majority of the Independent Trustees or by the vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class. In the event of such
termination, the Board and its Independent Trustees shall determine
whether the Distributor shall be entitled to payment from the Fund of any
Carry Forward Expenses and related costs properly incurred in respect of
Shares sold prior to the effective date of such termination, and whether
the Fund shall continue to make payment to the Distributor in the amount
the Distributor is entitled to retain under part (c) of Section 3 hereof,
until such time as the Distributor has been reimbursed for all or part of
such amounts by the Fund and by retaining CDSC payments.
8. Disclaimer of Shareholder Liability. The Distributor understands
that the obligations of the Fund under this Plan are not binding upon any
Trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Distributor represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
and Trustee liability for acts or obligations of the Fund.
OPPENHEIMER CASH RESERVES
By: /s/ Andrew J. Donohue
---------------------------------
Andrew J. Donohue, Vice President
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
---------------------------------------------
Katherine P. Feld, Vice President & Secretary
OFMI/760.1
Exhibit 24(b)(15)(iv)
SUPPLEMENTAL DISTRIBUTION ASSISTANCE
PAYMENTS BY THE DISTRIBUTOR
This Agreement is entered into as of the day of ,
19 , by and among Oppenheimer Funds Distributor, Inc. ("OFDI"), the
principal underwriter of shares of Oppenheimer Cash Reserves Class A;
Centennial Asset Management Corporation ("Centennial"), the principal
underwriter of shares of Centennial America Fund, L.P., Centennial New
York Tax Exempt Trust, Centennial California Tax Exempt Trust and
Centennial Government Trust; and the broker-dealer executing this
Agreement (the "Dealer") active in the distribution of shares of the funds
identified above (the "Funds").
WHEREAS, each of the Funds has adopted a Distribution Plan in
accordance with the requirements of Rule 12b-1 under the Investment
Company Act of 1940 (the "Plans"), pursuant to which the Funds may
reimburse certain securities dealers and other financial institutions and
organizations for administrative and sales related costs in rendering
assistance in the distribution of shares of the Funds; and
WHEREAS, OFDI and Centennial desire to make payments to organizations
selected by them in order to obtain for the Funds various sales related
services and assistance in the distribution of shares of the Funds; and
WHEREAS, the Dealer has previously entered into a Dealer Agreement
with OFDI or Centennial and has been actively selling shares of one or
more of the Funds and in connection therewith the Dealer provides sales
related services and assistance in the distribution of Fund shares;
NOW, THEREFORE, OFDI, Centennial and the Dealer hereby agree as
follows:
1. This Agreement shall not be effective as to any of the Funds
until it is approved by the Board of Trustees of a Fund and by
the Trustees of such Fund who are not "interested persons" of the
Fund (as defined in the Investment Company Act) and who have no
direct or indirect financial interest in the operation of its
Plan or in any agreement entered into pursuant to its Plan
("Disinterested Trustees"), cast in person at a meeting called
for the purpose of voting on this Agreement.
2. The Dealer agrees to promote the sale of one or more of the Funds
to its present and future customers. For example, the Dealer, at
its expense, will distribute prospectuses and sales literature,
take and process applications of new shareholders, maintain
customary information concerning their customers (such as name,
address, social security number, citizenship, etc.), and perform
other administrative and sales related services to effectively
distribute shares of the Funds. The Dealer shall also serve as
the primary interface with its customers in answering questions
concerning the Funds and their transactions with the Funds. It
shall be presumed that a Dealer has provided such services if it
has sufficient Qualified Assets to entitle it to payments under
this Agreement. Qualified Assets are shares of the Funds owned
during the quarter beneficially or of record by the Dealer or its
customers. Dealer Assets are Qualified Assets plus shares of all
other funds managed by Centennial owned during the quarter
beneficially or of record by the Dealer or its customers.
3. In consideration of the Dealer's providing the services described
in Paragraph 2 hereof: (i) OFDI shall make quarterly payments to
the Dealer from its own resources at the following annual rates
applied to the average net asset value of Qualified Assets of
those Funds for which it acts as principal underwriter; and (ii)
Centennial shall make quarterly payments to the Dealer from its
own resources at the following annual rates applied to the
average net asset value of Qualified Assets of those Funds for
which it acts as principal underwriter:
(a) If the value of Dealer Assets is between $5 million and
$20 million, the rate of payment shall be .10 of 1% of
Qualified Assets.
(b) If the value of Dealer Assets is between $20 million and
$50 million, the rate of payment shall be .15 of 1% of
Qualified Assets.
(c) If the value of Dealer Assets is between $50 million and
$500 million, the rate of payment shall be .20 of 1% of
Qualified Assets.
(d) If the value of Dealer Assets is over $500 million, the
rate of payment shall be .30 of 1% of Qualified Assets.
No payments will be made for any quarter during which the average
net asset value of Dealer Assets owned during the quarter
beneficially or of record by the Dealer or by customers of the
Dealer is less than $5 million. Any Dealer who qualifies for
payments pursuant to paragraph 3(d) shall receive such payments
on a monthly basis. Any dealer which is an "affiliate" (as
defined in the Investment Company Act of 1940) of OFDI or
Centennial is not eligible to receive payments under this
Agreement.
4. The Dealer shall promptly deliver to the Board of Trustees of any
of the Funds, such information as is reasonably necessary to
permit the Board of Trustees to make an informed determination of
whether to continue a Plan or any Related Agreement.
5. This Agreement will continue in effect until May 1, 1994 and
shall continue thereafter with respect to each Fund only if it is
approved at least annually by the Board of Trustees of that Fund
and a majority of the Disinterested Trustees, cast in person at
a meeting called for the purpose of voting on the continuation of
this Agreement. This Agreement will automatically terminate in
the event of its assignment and will also terminate as to any of
the Funds if: (i) a Fund terminates its Plan, or (ii) a majority
of the Disinterested Trustees or the holders of a majority of the
outstanding voting securities of a Fund vote to terminate this
Agreement. This Agreement may also be terminated by OFDI or
Centennial in the event any of the Funds amends its Plan or the
value of Dealer Assets of the Dealer is less than $5 million for
two or more consecutive quarters and by the Dealer at any time
upon giving thirty days' notice.
6. This Agreement represents the entire agreement of the parties on
the subject matter hereof and it cannot be amended or modified
except in writing, signed by the parties.
7. This Agreement and all matters relating to it, except as
preempted by the Federal Securities Laws, shall be governed by
and construed in accordance with and enforced under the laws of
the State of New York.
8. This Agreement may be executed in one or more separate
counterparts, all of which, when taken together, shall constitute
one and the same agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
shown above.
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:
---------------------------------------------
Katherine P. Feld, Vice President & Secretary
CENTENNIAL ASSET MANAGEMENT CORPORATION
By:
------------------------------------------------
George C. Bowen, Senior Vice President/Treasurer
& Assistant Secretary
Dealer:
By:
---------------------------------------
(Print Name and Title)
OFMI/DISTAST
10/94
Oppenheimer Cash Reserves
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:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
01/20/89 0.0037693 0.0000 1.000
02/17/89 0.0063160 0.0000 1.000
03/17/89 0.0066995 0.0000 1.000
04/21/89 0.0084407 0.0000 1.000
05/19/89 0.0067023 0.0000 1.000
06/16/89 0.0067513 0.0000 1.000
07/21/89 0.0080905 0.0000 1.000
08/18/89 0.0062409 0.0000 1.000
09/15/89 0.0060907 0.0000 1.000
10/20/89 0.0076435 0.0000 1.000
11/17/89 0.0059499 0.0000 1.000
12/15/89 0.0058541 0.0000 1.000
12/29/89 0.0029332 0.0000 1.000
01/19/90 0.0043310 0.0000 1.000
02/16/90 0.0056550 0.0000 1.000
03/16/90 0.0055263 0.0000 1.000
04/20/90 0.0070895 0.0000 1.000
05/18/90 0.0057101 0.0000 1.000
06/15/90 0.0056871 0.0000 1.000
07/20/90 0.0070382 0.0000 1.000
08/17/90 0.0055766 0.0000 1.000
09/21/90 0.0068956 0.0000 1.000
10/19/90 0.0055094 0.0000 1.000
11/16/90 0.0059302 0.0000 1.000
12/21/90 0.0069300 0.0000 1.000
12/31/90 0.0015653 0.0000 1.000
01/18/91 0.0038132 0.0000 1.000
02/15/91 0.0053106 0.0000 1.000
03/15/91 0.0046687 0.0000 1.000
04/19/91 0.0054599 0.0000 1.000
05/17/91 0.0040358 0.0000 1.000
06/21/91 0.0048448 0.0000 1.000
07/19/91 0.0038449 0.0000 1.000
08/16/91 0.0038409 0.0000 1.000
09/20/91 0.0047453 0.0000 1.000
10/18/91 0.0037383 0.0000 1.000
11/15/91 0.0036173 0.0000 1.000
12/20/91 0.0063092 0.0000 1.000
12/31/91 0.0010264 0.0000 1.000
01/17/92 0.0021281 0.0000 1.000
02/21/92 0.0036632 0.0000 1.000
03/20/92 0.0027832 0.0000 1.000
Oppenheimer Cash Reserves Fund
Page 2
April 25, 1995
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares (Continued)
04/16/92 0.0026535 0.0000 1.000
05/15/92 0.0024514 0.0000 1.000
06/19/92 0.0029538 0.0000 1.000
07/17/92 0.0023213 0.0000 1.000
08/21/92 0.0027927 0.0000 1.000
09/18/92 0.0021305 0.0000 1.000
10/16/92 0.0019468 0.0000 1.000
11/20/92 0.0021613 0.0000 1.000
12/31/92 0.0022586 0.0000705 1.000
01/15/93 0.0009847 0.0000 1.000
02/19/93 0.0019843 0.0000 1.000
03/19/93 0.0015416 0.0000 1.000
04/16/93 0.0014674 0.0000 1.000
05/21/93 0.0018207 0.0000 1.000
06/18/93 0.0015078 0.0000 1.000
07/16/93 0.0014889 0.0000 1.000
08/20/93 0.0018594 0.0000 1.000
09/17/93 0.0015312 0.0000 1.000
10/15/93 0.0015376 0.0000 1.000
11/19/93 0.0019297 0.0000 1.000
12/31/93 0.0022462 0.0003783 1.000
01/21/94 0.0012394 0.0000 1.000
02/18/94 0.0016019 0.0000 1.000
03/18/94 0.0016387 0.0000 1.000
04/15/94 0.0017785 0.0000 1.000
05/20/94 0.0025414 0.0000 1.000
06/17/94 0.0022480 0.0000 1.000
07/15/94 0.0024935 0.0000 1.000
08/19/94 0.0032369 0.0000 1.000
09/16/94 0.0028592 0.0000 1.000
10/21/94 0.0036632 0.0000 1.000
11/18/94 0.0031262 0.0000 1.000
12/30/94 0.0052963 0.0000 1.000
Class B Shares
09/17/93 0.0009004 0.0000 1.000
10/15/93 0.0009267 0.0000 1.000
11/19/93 0.0018221 0.0000 1.000
12/31/93 0.0015137 0.0003783 1.000
01/21/94 0.0008756 0.0000 1.000
02/18/94 0.0010588 0.0000 1.000
03/18/94 0.0008693 0.0000 1.000
04/15/94 0.0008838 0.0000 1.000
05/20/94 0.0016305 0.0000 1.000
06/17/94 0.0020586 0.0000 1.000
Oppenheimer Cash Reserves Fund
Page 3
April 25, 1995
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class B Shares (Continued)
07/15/94 0.0026710 0.0000 1.000
08/19/94 0.0026527 0.0000 1.000
09/16/94 0.0017031 0.0000 1.000
10/21/94 0.0034150 0.0000 1.000
11/18/94 0.0027137 0.0000 1.000
12/30/94 0.0046166 0.0000 1.000
Class C Shares
12/31/93 0.0010130 0.0003783 1.000
01/21/94 0.0009311 0.0000 1.000
02/18/94 0.0010637 0.0000 1.000
03/18/94 0.0008823 0.0000 1.000
04/15/94 0.0008667 0.0000 1.000
05/20/94 0.0014867 0.0000 1.000
06/17/94 0.0015646 0.0000 1.000
07/15/94 0.0015391 0.0000 1.000
08/19/94 0.0030988 0.0000 1.000
09/16/94 0.0033833 0.0000 1.000
10/21/94 0.0029590 0.0000 1.000
11/18/94 0.0025436 0.0000 1.000
12/30/94 0.0045411 0.0000 1.000
Oppenheimer Cash Reserves Fund
Page 4
April 25, 1995
1. Average Annual Total Returns for the Periods Ended 12/31/94:
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
Examples at NAV:
Class A Shares
One Year Five Year
$1,032.18 1 $1,234.38 .2
(---------) - 1 = 3.22% (---------) - 1 = 4.30%
$1,000 $1,000
Inception
$1,338.80 .1668
(---------) - 1 = 4.99%
$1,000
Class B Shares
One Year Inception
$1,025.43 1 $1,031.13 .7271
(---------) - 1 = 2.54% (---------) - 1 = 2.25%
$1,000 $1,000
Class C Shares
One Year Inception
$1,025.14 1 $1,026.56 .9194
(---------) - 1 = 2.51% (---------) - 1 = 2.44%
$1,000 $1,000
Oppenheimer Cash Reserves Fund
Page 5
April 25, 1995
1. Average Annual Total Returns for the Periods Ended 12/31/94 (Continued):
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00% for
the first year, and 4.00% for the second year:
One Year Inception
$ 975.43 1 $ 991.13 .7271
(---------) - 1 = -2.46% (---------) - 1 = -0.65%
$1,000 $1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of 1.00% for
the first year, and 0.00% for the second year:
One Year Inception
$1,015.14 1 $1,026.56 .9194
(---------) - 1 = 1.51% (---------) - 1 = 2.44%
$1,000 $1,000
2. Cumulative Total Returns for the Periods Ended 12/31/94:
The formula for calculating cumulative total return is as follows:
(ERV - P) / P = Cumulative Total Return
Examples at NAV:
Class A Shares
One Year Five Year
$1,032.18 - $1,000 $1,234.38 - $1,000
------------------ = 3.22% ------------------ = 23.44%
$1,000 $1,000
Inception
$1,338.80 - $1,000
------------------ = 33.88%
$1,000
Oppenheimer Cash Reserves Fund
Page 6
April 25, 1995
2. Cumulative Total Returns for the Periods Ended 12/31/94 (Continued):
Examples at NAV:
Class B Shares
One Year Inception
$1,025.43 - $1,000 $1,031.13 - $1,000
------------------ = 2.54% ------------------ = 3.11%
$1,000 $1,000
Class C Shares
One Year Inception
$1,025.14 - $1,000 $1,026.56 - $1,000
------------------ = 1.51% ------------------ = 2.66%
$1,000 $1,000
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00% for
the first year, and 4.00% for the second year:
One Year Inception
$ 975.43 - $1,000 $ 991.13 - $1,000
------------------ = 2.46% ------------------ = 0.89%
$1,000 $1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of 1.00% for
the first year, and 0.00% for the second year:
One Year Inception
$1,015.14 - $1,000 $1,026.56 - $1,000
------------------ = 1.51% ------------------ = 2.66%
$1,000 $1,000
Oppenheimer Cash Reserves
Page 7
April 25, 1995
3. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 12/31/94:
Calculations of the Fund's "Yield" and "Compounded Effective Yield" set
forth in the section entitled "Yield Information" in the Statement of
Additional Information were made as follows:
Class A Shares
Date Daily Accrual Per Share (in $)
12/25/94 .0001299
12/26/94 .0001299
12/27/94 .0001286
12/28/94 .0001252
12/29/94 .0001289
12/30/94 .0001386
12/31/94 .0001387
Seven Day
Total: .0009198
Current Yield: $0.0009198/7 x 365 = 4.80%
365/7
Effective Yield: (.0009198 + 1) - 1 = 4.91%
Class B Shares
Date Daily Accrual Per Share (in $)
12/25/94 .0001122
12/26/94 .0001122
12/27/94 .0001110
12/28/94 .0001091
12/29/94 .0001123
12/30/94 .0001211
12/31/94 .0001212
Seven Day
Total: .0007991
Current Yield: $0.0007991/7 x 365 = 4.17%
365/7
Effective Yield: (.0007991 + 1) - 1 = 4.25%
Oppenheimer Cash Reserves
Page 8
April 25, 1995
3. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 12/31/94 (Continued):
Class C Shares
Date Daily Accrual Per Share (in $)
12/25/94 .0001107
12/26/94 .0001106
12/27/94 .0001089
12/28/94 .0001077
12/29/94 .0001109
12/30/94 .0001218
12/31/94 .0001218
Seven Day
Total: .0007924
Current Yield: $0.0007924/7 x 365 = 4.13%
365/7
Effective Yield: (.0007924 + 1) - 1 = 4.22%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 6
<CIK> 0000836423
<NAME> OPPENHEIMER CASH RESERVES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 147245133
<INVESTMENTS-AT-VALUE> 147245133
<RECEIVABLES> 8005349
<ASSETS-OTHER> 24609
<OTHER-ITEMS-ASSETS> 1141754
<TOTAL-ASSETS> 156416845
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4648030
<TOTAL-LIABILITIES> 4648030
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 151768580
<SHARES-COMMON-STOCK> 99415055
<SHARES-COMMON-PRIOR> 70978439
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 235
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 99361278
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5172716
<OTHER-INCOME> 0
<EXPENSES-NET> 1604474
<NET-INVESTMENT-INCOME> 3568242
<REALIZED-GAINS-CURRENT> 56
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3568298
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2852731
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 298811461
<NUMBER-OF-SHARES-REDEEMED> 272892508
<SHARES-REINVESTED> 2517663
<NET-CHANGE-IN-ASSETS> 80215864
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 179
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 555481
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1604474
<AVERAGE-NET-ASSETS> 87908000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> .00
<PER-SHARE-DIVIDEND> .03
<PER-SHARE-DISTRIBUTIONS> .00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000836423
<NAME> OPPENHEIMER CASH RESERVES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<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> 46803840
<SHARES-COMMON-PRIOR> 628020
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 46803315
<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> 648288
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 101626173
<NUMBER-OF-SHARES-REDEEMED> 55969471
<SHARES-REINVESTED> 519118
<NET-CHANGE-IN-ASSETS> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000836423
<NAME> OPPENHEIMER CASH RESERVES
<S> <C>
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