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. 13 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 12 / X /
OPPENHEIMER CASH RESERVES
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(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.
OppenheimerFunds, Inc.
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 November 26, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
<PAGE>
/ / On _______, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On _______ pursuant to paragraph (a)(2)
of Rule 485.
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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
July 31, 1996 was filed on September 26, 1996.
<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 About the Fund - Expenses; Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; How the Fund is Managed -
Organization and History; Investment Objective and
Policies
5 How the Fund is Managed; Back Cover; About the Fund -
Expenses
6 How the Fund is Managed -- Organization and History;
The Manager and Its Affiliates - The Transfer Agent;
Dividends, Capital Gains and Taxes
7 Shareholder Account Rules and Policies; How to Buy
Shares; Special Investor Services; How to Sell Shares;
How to Exchange Shares; Back Cover; Appendix
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; Other Investment
Restrictions
14 How the Fund is Managed -- Trustees and Officers of
the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed - The Manager and Its
Affiliates; Distribution and Service Plans
17 How the Fund is Managed - The Manager and Its
Affiliates
18 About Your Account - How to Buy Shares
19 About Your Account - How to Buy Shares; How to Sell
<PAGE>
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed - The Distributor
22 Performance of the Fund
23 Financial Information About the Fund - Financial
Statements
- ---------------
* Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Cash Reserves
Prospectus dated November 26, 1996
Oppenheimer Cash Reserves is a "money-market" mutual fund that seeks 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.
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 of shares, 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
November 26, 1996 Statement of Additional Information. For a free copy, call
OppenheimerFunds 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).
LOGO
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the F.D.I.C. or any other agency
and involve investment risks, including the possible loss of the principal
amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-1-
<PAGE>
Contents
ABOUT THE FUND
3 Expenses
5 Brief Overview of the Fund
7 Financial Highlights
11 Investment Objective and Policies
15 How the Fund is Managed
17 Performance of the Fund
ABOUT YOUR ACCOUNT
18 How to Buy Shares
Buying Class A Shares
Buying Class B Shares
Buying Class C Shares
24 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
26 How to Sell Shares
By Mail
By Telephone
By Wire
By Check Writing
29 How to Exchange Shares
30 Shareholder Account Rules and Policies
32 Dividends, Capital Gains and Taxes
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<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 transaction charges. The following tables are provided to help you
understand your direct expenses of investing in the Fund and your share of the
Fund's business operating expenses that you will bear indirectly. The numbers
below are based on the Fund's expenses during the fiscal period from January 1,
1996 to July 31, 1996.
o Shareholder Transaction Expenses are charges you pay when you buy or
sell shares of the Fund. Please refer to "About Your Account" starting on page
18 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 (as a % of
offering price)
- ----------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales None 5% in the 1% if redeemed
Charge (as a % of the lower first year, within 12
of the original offering declining months of
price or redemption to 1% in the purchase(3)
proceeds) sixth year and
eliminated
thereafter(2)
- -----------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge on None None None
Reinvested Dividends
- ------------------------------------------------------------------------------------------------------------------------
Redemption Fee None(1) 5.0%(1)(2) 1.0%(1)(3)
- ------------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None
- ------------------------------------------------------------------------------------------------------------------------
<FN>
1. There is a $10 transaction fee for redemptions paid by Federal
Funds wire, but not for redemption proceeds paid by check or by ACH
-3-
<PAGE>
transfer through AccountLink, or, with respect to Class A shares only, for which
check writing privileges are used (see "How to Sell Shares").
2. See "How to Buy
Shares - Class B Shares," below for more information on contingent deferred
sales charges.
3. See "How to Buy Shares - Class C Shares," below for more
information on contingent deferred sales charges.
</FN>
</TABLE>
o 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 advisor, OppenheimerFunds, Inc. (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". 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 and other
expenses. Those expenses are detailed in the Fund's Financial Statements in the
Statement of Additional Information.
<TABLE>
<CAPTION>
Annual Fund Operating Expenses (as a percentage of average net assets)
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 0.36% 0.36% 0.36%
- -----------------------------------------------------------------------------------------------------------
Total Fund Operating 1.06% 1.61% 1.61%
Expenses
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The numbers in the table above are based upon the Fund's expenses in
its fiscal period from January 1, 1996 to July 31, 1996. These amounts are shown
as a percentage of average net assets of each class of the Fund's shares for
that period.
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, are the asset-based sales
charge of 0.75%. At present, the
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<PAGE>
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 below, depending on a number of factors, including
the actual value of the Fund's assets represented by each class of shares.
o 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 $11 $34 $58 $129
- --------------------------------------------------------------------------------------------------------------
Class B Shares $66 $81 $108 $163
- --------------------------------------------------------------------------------------------------------------
Class C Shares $26 $51 $88 $191
- --------------------------------------------------------------------------------------------------------------
</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 $11 $34 $58 $129
- --------------------------------------------------------------------------------------------------------------
Class B Shares $16 $51 $88 $163
- --------------------------------------------------------------------------------------------------------------
Class C Shares $16 $51 $88 $191
- --------------------------------------------------------------------------------------------------------------
<FN>
1. In the first example, expenses include the applicable Class B or Class C
contingent deferred sales charge. In the second example, Class B and Class C
expenses do not include contingent deferred sales charges. 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
-5-
<PAGE>
after 6 years. Because of the asset-based sales charge and contingent deferred
sales charge, long-term holders of Class B and Class C shares could pay the
economic equivalent of more than the maximum front-end sales charge allowed
under applicable regulations. For Class B shareholders, the automatic conversion
of Class B to Class A shares is designed to minimize the likelihood that this
will occur. Please refer to "How to Buy Shares - Buying Class B Shares" for more
information.
</FN>
</TABLE>
These examples show the effect of expenses on an investment in the
Fund, but are not meant to state or predict actual or expected costs or
investment returns of the Fund, all of which may be more or less than those
shown.
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.
o 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.
o 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 (the "Investment Company Act"). Those
securities may include U.S. government securities, bank obligations, commercial
paper and certain corporate debt obligations. These investments are more fully
explained in "Investment Objective and Policies", starting on page 11.
o Who Manages The Fund? The Fund's investment advisor (the
"Manager") is OppenheimerFunds, Inc., which (including a
subsidiary) advises investment company portfolios having over $55
billion in assets as of September 30, 1996. The Fund's portfolio
manager, who is employed by the Manager and is primarily
responsible for the selection of the Fund's securities, is Dorothy
G. Warmack. The Manager is paid an advisory fee by the Fund, based
on its net assets. The Fund's Board of Trustees, elected by
-6-
<PAGE>
shareholders, oversees the investment advisor and the portfolio manager. Please
refer to "How the Fund is Managed," starting on page 15 for more information
about the Manager and its fees.
o 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 but there is no guarantee it will
do so for each of its three classes of shares. 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. While the Fund is a conservative investment for
those seeking income, liquidity and stability of principal, it is important to
note that the Fund's shares are not guaranteed by the U.S. Government or insured
by the Federal Deposit Insurance Corporation ("FDIC"). For a further discussion,
see "Investment Policies and Strategies" below and "Determination of Net Asset
Value Per Share" in the Statement of Additional Information.
o How Can I Buy Shares? You can buy Class A shares through your broker,
dealer or financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic Investment
Plan under AccountLink. 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 Oppenheimer funds. Class B and Class C shares may be purchased
directly only by participants in the OppenheimerFunds prototype 401(k) plans.
Please refer to "How to Buy Shares" starting on page 18 for more details.
o 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, Class B and Class C
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.
o 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.
-7-
<PAGE>
Please refer to "How to Sell Shares" starting on page 26. The Fund also offers
exchange privileges to other Oppenheimer funds, described in "How to Exchange
Shares" on page 29.
o 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 period from January 1, 1996 to July 31,
1996, is included in the Statement of Additional Information.
-8-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS A
---------------------------------------------------------------------
SEVEN MONTHS
ENDED
JULY 31, YEAR ENDED DECEMBER 31,
1996(2) 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- ---------
Income from investment operations - net
investment income and net realized gain .03 .05 .03 .02
Dividends and distributions to shareholders (.03) (.05) (.03) (.02)
--------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= =========
TOTAL RETURN, AT NET ASSET VALUE(6) 2.68% 4.84% 3.22% 2.05%
--------- --------- --------- ---------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $ 170,031 $ 148,529 $ 99,361 $ 70,924
--------- --------- --------- ---------
Average net assets (in thousands) $ 149,889 $ 105,349 $ 87,908 $ 76,910
--------- --------- --------- ---------
Ratios to average net assets:
Net investment income 4.47%(7) 4.71% 3.25% 1.99%
Expenses, before voluntary reimbursement by the Manager 1.06%(7) 1.36% 1.32% 1.55%
Expenses, net of voluntary reimbursement by the Manager N/A N/A N/A N/A
<CAPTION>
---------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS A
---------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 1991 1990 1989(4)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- ---------
Income from investment operations - net
investment income and net realized gain .03 .06 .07 .08
Dividends and distributions to shareholders (.03) (.06) (.07) (.08)
--------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= =========
TOTAL RETURN, AT NET ASSET VALUE(6) 3.07% 5.67% 7.60% 8.46%
--------- --------- --------- ---------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $ 89,266 $ 112,883 $ 44,293 $ 19,227
--------- --------- --------- ---------
Average net assets (in thousands) $ 104,970 $ 105,352 $ 32,637 $ 6,280
--------- --------- --------- ---------
Ratios to average net assets:
Net investment income 3.07% 5.13% 7.32% 8.10%(7)
Expenses, before voluntary reimbursement by the Manager 1.42% 1.22% 1.29% 1.74%(7)
Expenses, net of voluntary reimbursement by the Manager 1.25% 1.15% 1.00% 1.00%(7)
<CAPTION>
---------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B
---------------------------------------------------------------------
SEVEN MONTHS
ENDED
JULY 31, YEAR ENDED DECEMBER 31,
1996(2) 1995 1994 1993(3)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- ---------
Income from investment operations - net
investment income and net realized gain .02 .04 .03 --(5)
Dividends and distributions to shareholders (.02) (.04) (.03) --(5)
--------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= =========
TOTAL RETURN, AT NET ASSET VALUE(6) 2.35% 4.26% 2.54% 0.56%
--------- --------- --------- ---------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $ 85,573 $ 37,378 $ 46,803 $ 628
--------- --------- --------- ---------
Average net assets (in thousands) $ 49,226 $ 35,360 $ 21,262 $ 454
--------- --------- --------- ---------
Ratios to average net assets:
Net investment income 3.91%(7) 4.15% 3.05% 1.49%(7)
Expenses, before voluntary reimbursement by the Manager 1.61%(7) 1.92% 1.89% 2.12%(7)
Expenses, net of voluntary reimbursement by the Manager N/A N/A N/A N/A
<CAPTION>
---------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS C
---------------------------------------------------------------------
SEVEN MONTHS
ENDED
JULY 31, YEAR ENDED DECEMBER 31,
1996(2) 1995 1994 1993(1)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------
Income from investment operations - net
investment income and net realized gain .02 .04 .02 (5)
Dividends and distributions to shareholders (.02) (.04) (.02) --(5)
-------- -------- -------- --------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========
TOTAL RETURN, AT NET ASSET VALUE(6) 2.35% 4.21% 2.51% 0.14%
-------- -------- -------- --------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $ 11,717 $ 5,024 $ 5,604 $ 1
-------- -------- -------- --------
Average net assets (in thousands) $ 6,333 $ 6,040 $ 2,107 $ 1
-------- -------- -------- --------
Ratios to average net assets:
Net investment income 3.91%(7) 4.12% 3.19% 1.18%(7)
Expenses, before voluntary reimbursement by the Manager 1.61%(7) 1.97% 1.90% 2.35%(7)
Expenses, net of voluntary reimbursement by the Manager N/A N/A N/A N/A
<FN>
1. For the period from December 1, 1993 (inception of offering) to December
31, 1993.
2. The Fund changed its fiscal year end from December 31 to July 31.
3. For the period from August 17, 1993 (inception of offering) to December 31,
1993.
4. For the period from January 3, 1989 (commencement of operations) to
December 31, 1989.
5. Less than $0.005 per share.
6. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), with all
dividends reinvested in additional shares on the reinvestment date, and
redemption at the net asset value calculated on the last business day of
the fiscal period. Total returns are not annualized for periods of less
than one full year. Total returns reflect changes in net investment income
only.
7. Annualized.
</FN>
</TABLE>
<PAGE>
Investment Objective and Policies
Objective. The Fund seeks 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. 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 of Class B and Class C shares, respectively,
of other Oppenheimer funds or through the OppenheimerFunds prototype 401(k)
plans. There can be no assurance that the Fund's net asset values will not vary
from $1.00 per share or that the Fund will achieve its investment objective.
o Money Market Securities. The following is a brief
description of the types of money market securities in which the
Fund may invest:
o U.S. Government Securities. Obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities.
o 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 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.
o 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 an issuer's direct obligations that at the time
of the Fund's purchase o f them are Eligible Securities (defined below). They
also must be rated by at least one Rating Organization (defined below) in one of
the two
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<PAGE>
highest rating categories for short-term debt securities. They may also be an
issuer's unrated securities judged by the Manager to be comparable to these
other types of rated securities.
o 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.
o 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.
o Board-Approved Instruments. These are U.S.
dollar-denominated investments which the Manager, under Board approved
procedures, 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,". Currently, such Board-approved instruments include, but
are not limited to 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.
o Portfolio Quality and Diversification. Under Rule 2a-7 of the
Investment Company Act, 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 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, it
must have been rated in one of the two highest rating categories by that Rating
Organization. An unrated security that is judged by the Manager to
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<PAGE>
be of comparable quality to "Eligible Securities" rated by Rating Organizations
may also be an "Eligible Security".
The Rule permits the Fund to purchase any number of "First Tier
Securities." These 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. Comparable unrated securities may also be First Tier 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
restrictions described above. Subsequent downgrades in ratings may require
reassessments of the credit risks presented by a security and may require their
sale. The rating restrictions described in this Prospectus do not apply to banks
in which the Fund's cash is kept.
o Can the Fund's Investment Objective and Policies Change?
The Fund has an investment objective, described above, as well as
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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
states 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).
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 some of these practices, including limitations
on their use that are designed to reduce some of the risks.
o 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.
o 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
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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.
o 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.
o 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.
o Repurchase Agreements. The Fund may enter into repurchase agreements.
In a repurchase transaction, the Fund buys a security and simultaneously sells
it to the vendor for delivery at a future date. 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
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<PAGE>
repurchase agreements of seven days or less. See the Statement of
Additional Information for more details.
o 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
(the Board may increase that limit to 15%). The Fund's percentage limitation on
these investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers. The Manager monitors
holdings of illiquid securities on an ongoing basis and at times the Fund may be
required to sell some holdings to maintain adequate liquidity.
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:
o 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;
o 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;
o 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;
o 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
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<PAGE>
subject to this limitation;
o 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 under "Loans of
Portfolio Securities" in the Statement of Additional Information; or
o 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.
Unless the Prospectus states that a percentage restriction applies on
an ongoing basis, it applies only at the time the Fund makes an investment, and
the Fund need not sell securities to meet the percentage limits if the value of
the investment increases in proportion to the size of the Fund. Other investment
restrictions are listed in "Other Investment Restrictions" in the Statement of
Additional Information.
How the Fund is Managed
Organization and 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 will not normally hold annual meetings of its shareholders, it may hold
shareholder meetings from time to time on important matters, and shareholders
have the right to call a meeting to remove a Trustee or to take other action
described in the Fund's Declaration of Trust.
The Board of Trustees has the power, without shareholder approval, to
divide unissued shares of the Fund into two or more classes. The Board has done
so, and the Fund currently has three
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<PAGE>
classes of shares, Class A, Class B and Class C. All classes invest in the same
investment portfolio. Each class has its own dividends and distributions, and
pays certain expenses which may be different for the different classes.
Consequently, the dividends paid on Class B and Class C shares will be lower
than the dividends paid on Class A shares. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally. Only shares
of a class vote as a class on matters that affect that class alone. Shares are
freely transferrable.
The Manager and Its Affiliates. The Fund is managed by the Manager,
OppenheimerFunds, Inc., which is responsible for selecting the Fund's
investments and handles its day-to-day business. The Manager carries out its
duties, subject to the policies established by the Board of Trustees, under an
Investment Advisory Agreement which states the Manager's responsibilities, its
fees and describes the expenses that the Fund is responsible to pay to conduct
its business.
The Manager has operated as an investment advisor since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $55 billion as of
September 30, 1996, held in more than 3 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.
o Portfolio Manager. The Manager has designated Dorothy G.
Warmack as the Portfolio Manager of the Fund. She has been the
person principally responsible for the day-to-day management of the
Fund's portfolio since January, 1992. Ms. Warmack is also an
officer of Centennial Asset Management Corporation, an investment
advisor subsidiary of the Manager, a Vice President of the Manager
and an officer and portfolio manager of other Oppenheimer funds.
o 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 the fiscal period from January 1, 1996 to July 31, 1996 was 0.50% of
average annual net assets for Class A, Class B and Class C shares, respectively.
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<PAGE>
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.
o The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with OppenheimerFunds Distributor, Inc., a
subsidiary of the Manager that acts as the Fund's distributor. The Distributor
also distributes the shares of the other Oppenheimer funds managed by the
Manager, and is sub- distributor for funds managed by a subsidiary of the
Manager.
o The Transfer Agent. The Fund's transfer agent is OppenheimerFunds
Services, a division of the Manager, which acts as the shareholder servicing
agent for the Fund on an "at-cost" basis. It also acts as the shareholder
servicing agent for other Oppenheimer funds. Shareholders should direct
inquiries about their accounts to the Transfer Agent at the address and
toll-free number shown 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.
o 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
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<PAGE>
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.
o 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 Oppenheimer funds. Class C shares may generally be acquired only
by exchange of Class C shares of other Oppenheimer funds. Class B and Class C
shares may be purchased directly only by participants in the OppenheimerFunds
prototype 401(k) plans. Participants in such 401(k) plans must request the
administrator of the 401(k) plans to purchase shares of the Fund.
o Class A Shares. You may buy Class A shares without paying a sales
charge. However, if Class A shares acquired by an exchange of Class A shares of
other Oppenheimer funds purchased subject to a Class A contingent deferred sales
charge are redeemed within 18 months of the end of the calendar month of the
initial purchase of the exchanged Class A shares, a Class A contingent deferred
sales charge may be deducted from the proceeds. That sales charge will be equal
to 1.0% of either (1)the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A shares
of all Oppenheimer funds you purchased subject to the Class A contingent
deferred sales charge.
o 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
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<PAGE>
the sixth year and eliminated thereafter. See "Buying Class B
Shares".
o 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%. See
"Buying Class C Shares".
o 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 normally be 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. The close of the New York Stock Exchange 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
referred to in this Prospectus as 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.
o 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. The Distributor may appoint certain servicing agents as the
Distributor's agent to accept purchase and redemption orders.
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<PAGE>
o Buying Shares Through Your Dealer. Your broker or dealer
will place your order with the Distributor on your behalf.
o Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "OppenheimerFunds
Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217. If you
don't list a dealer on the application, the Distributor will act as your agent
in buying the shares. However, we recommend that you discuss your investment
first with a financial advisor to be sure it is appropriate for you.
o 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.
o 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.
o 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.
o 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
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below, or by telephone instructions using OppenheimerFunds PhoneLink, also
described below. You should request AccountLink privileges on the Application or
the dealer settlement instructions used to establish your account. Please refer
to "AccountLink," below for more details.
o Asset Builder Plans. You may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from your account at a
bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are in the Statement of Additional Information.
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, profit-sharing and 401(k) plans and Individual
Retirement Accounts (IRAs), you can make an initial investment of as little as
$250 (if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares by
reinvesting dividends from the Fund or other Oppenheimer funds (a list of them
appears in the Statement of Additional Information, or you can ask your dealer
or call the Transfer Agent), or by reinvesting distributions from unit
investment trusts that have made arrangements with the Distributor.
o 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
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<PAGE>
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 service providers or
their customers. The payments under the Plan increase the annual expenses of
Class A shares. For more details, please refer to "Distribution and Service
Plans" in the Statement of Additional Information.
Buying Class B Shares. Class B shares may be acquired at net asset value per
share only by exchange of Class B shares of other Oppenheimer funds, except that
direct purchases are permitted in certain cases, described below. Class B shares
may be purchased directly only by plan administrators or plan sponsors on behalf
of plan participants in OppenheimerFunds prototype 401(k) plans. On direct
purchases of the Fund's Class B shares, the Distributor pays sales commissions
of 3.00% of the purchase price to dealers from its own resources at the time of
sale. If Class B shares are redeemed within 6 years of the direct purchase or
the purchase of the Class B shares of other Oppenheimer funds that were
exchanged for Class B shares of this Fund, 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 contingent deferred sales charge will be based on the lesser
of the net asset value of the redeemed shares at the time of redemption or the
original offering price (which is the original net asset value). 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
contingent
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deferred sales charge is not imposed in the circumstances described in "Waivers
of Class B and Class C Sales Charges" below.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
<TABLE>
<CAPTION>
Years Since
Beginning of Month in Contingent Deferred Sales Charge
which Purchase Order On Redemptions in that Year
Was Accepted (As % of Amount Subject to Charge)
<S> <C>
- -------------------------------------------------------------------------
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
</TABLE>
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.
o Automatic Conversion of Class B Shares. 72 months after you purchase
Class B shares of the Fund or Class B shares of another Oppenheimer fund 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.
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Buying Class C Shares. Class C shares may be acquired at net asset value per
share only by exchange of Class C shares of other Oppenheimer funds, except that
direct purchases are permitted in certain cases, described below. Class C shares
may be purchased directly only by plan administrators or plan sponsors on behalf
of participants in OppenheimerFunds prototype 401(k) plans. On direct purchases
of the Fund's Class C shares, the Distributor pays sales commissions of 1.00% of
the purchase price to dealers from its own resources at the time of sale.
However, if Class C shares are redeemed within 12 months of the direct purchase
or 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 contingent deferred sales charge will be based
on the lesser of the net asset value of the redeemed shares at the time of
redemption or the original offering price (which is the original net asset
value). 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.
All purchases are considered to have been made on the first regular business day
of the month in which the purchase was made.
Distribution and Service Plans for Class B and Class C Shares. The Fund has
adopted Distribution and Service Plans for Class B and Class C shares to
compensate the Distributor in connection with the distribution of Class B and
Class C shares and servicing accounts. Under the Plans, 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 and 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 B and Class C shares by the Fund to the
Distributor and by the Distributor to dealers is set at zero. Under each Plan,
both fees are computed on the average annual net assets of shares in the
respective class, determined as of the close of each regular business day during
the period.
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<PAGE>
The 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
Oppenheimer funds, 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 and Class C shares of Oppenheimer funds.
If the service fee were paid, the Distributor would use it to
compensate dealers for providing personal service and account maintenance
services for accounts that hold Class B or 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 B and Class C expenses by up to 0.75%
of average net assets per year, and if the service fee were paid, it would
further increase each class' expenses by 0.25% of average net assets per year.
Payments to the Distributor under the Plans are at a fixed rate that is
not related to the Distributor's expenses. The Distributor's actual expenses in
selling Class B and Class C shares may be more than the payments it receives
from contingent deferred sales charges collected on redeemed shares and from the
Fund under the Plans. If the Fund terminates either Plan, the Board of Trustees
may allow the Fund to continue payments of the asset-based sales charge to the
Distributor for distributing shares before the Plan was terminated.
On direct purchases of Class B shares, the Distributor currently pays
sales commissions of 3.00% of the purchase price of Class B shares to dealers
from its own resources at the time of sale. The Distributor retains the Class B
asset-based sales charge.
On direct purchases of Class C shares, the Distributor currently pays
sales commissions of 1.00% of the purchase price of Class C shares to dealers
from its own resources at the time of sale. The Distributor plans to pay the
asset-based sales charge as an ongoing commission to the dealer on Class C
shares that have been outstanding for a year or more.
o Waivers of Class B and Class C Sales Charges. The Class B and Class C
contingent deferred sales charge will not be applied to shares purchased in
certain types of transactions nor will it apply
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to Class B and Class C shares redeemed in certain circumstances as described
below.
Waivers for Redemptions of Shares in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares in
the following cases, if the Transfer Agent is notified that these conditions
apply to the redemption:
o distributions to participants or beneficiaries from Retirement Plans,
if the distributions are made (a) under an Automatic Withdrawal Plan after the
participant reaches age 59-1/2, as long as the payments are no more than 10% of
the account value annually (measured from the date the Transfer Agent receives
the request), or (b) following the death or disability (as defined in the
Internal Revenue Code) of the participant or beneficiary (the death or
disability must have occurred after the account was established);
o redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder including a trustee of
a"grantor" trust or revocable living trust for which the trustee is also the
sole beneficiary (the death or disability must have occurred after the account
was established, and for disability you must provide evidence of a determination
of disability by the Social Security Administration);
o returns of excess contributions to Retirement Plans;
o distributions from Retirement Plans to make "substantially
equal periodic payments" as permitted in section 72(t) of the Internal Revenue
Code that do not exceed 10% of the account value annually, measured from the
date the Transfer Agent receives the request; and
o shares redeemed involuntarily as described in "Shareholder
Account Rules and Policies" below; or
o distributions from OppenheimerFunds prototype 401(k) plans (a) for
hardship withdrawals; (b) under a Qualified Domestic Relations Order, as defined
in the Internal Revenue Code; (c) to meet minimum distribution requirements as
defined in the Internal Revenue Code; (d) to make "substantially equal periodic
payments" as permitted in Section 72(t) of the Internal Revenue Code; or (e) for
separation from service.
Waivers for Shares Sold or Issued in Certain Transactions. The contingent
deferred sales charge is also waived on Class B and Class C shares sold or
issued in the following cases:
o shares sold to the Manager or its affiliates;
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o shares sold to registered management investment companies or separate accounts
of insurance companies having an agreement with the Manager or the Distributor
for that purpose; and o shares issued in plans of reorganization to which the
Fund is a party.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send money
electronically between those accounts to perform a number of types of account
transactions, 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 call the Transfer
Agent for more information.
AccountLink privileges should 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 by sending 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.
o 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.
o 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.
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o 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.
o Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your Fund
account to another Oppenheimer fund account you have already established by
calling the special PhoneLink number. Please refer to "How to Exchange Shares,"
below, for details.
o 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 Oppenheimer fund
account on a regular basis:
o 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 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.
o Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of up to
five other Oppenheimer funds on a monthly, quarterly, semi-annual or annual
basis under an Automatic Exchange Plan. The minimum purchase for each other
Oppenheimer fund account is $25. These exchanges are subject to the terms of the
exchange privilege, described in "How to Exchange Shares," below.
Reinvestment Privilege. If you redeem some or all of your Class A or Class B
shares of the Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other Oppenheimer funds
without paying a sales charge. This privilege applies to Class A shares that you
purchased by exchanging shares from another Oppenheimer fund account on which
you already paid a sales charge, or Class B shares on which you
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paid a contingent deferred sales charge when you redeemed them. It does not
apply to Class C shares. You must be sure to ask the Distributor for this
privilege when you send your payment. Please consult the Statement of Additional
Information for more details.
Retirement Plans. Fund shares are available as an investment for your retirement
plans. If you participate in a plan sponsored by your employer, the plan trustee
or administrator must make the purchase of shares for your retirement plan
account. The Distributor offers a number of different retirement plans that can
be used by individuals and employers:
o Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
o 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
o SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment
o Pension and Profit-Sharing Plans for self-employed persons
and small business owners
o 401(k) Prototype Retirement Plans for businesses
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account by selling (redeeming) some or
all of your shares on any regular business day. Your shares will be sold at the
next net asset value calculated after your order is received and accepted by the
Transfer Agent. Please call your broker or dealer for more information about
this procedure. 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 check writing privilege.
You can also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you are a participant in an OppenheimerFunds
401(k) plan, you must request the administrator of the plan to sell your shares.
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.
|X| Retirement Accounts. To sell shares in an OppenheimerFunds
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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.
|X| 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):
o you wish to redeem more than $50,000 worth of shares and
receive a check
o the check is not payable to all shareholders listed on the
account statement
o the check is not sent to the address of record on your
statement
o shares are being transferred to a Fund account with a
different owner or name
o shares are redeemed by someone other than the owners (such
as an Executor)
|X| 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:
o your name
o the Fund's name
o your Fund account number (from your account statement) o the dollar
amount or number of shares to be redeemed
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o any special payment instructions
o any share certificates for the shares you are selling
o the signatures of all registered owners exactly as the
account is registered, and
o 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:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
Send courier or Express Mail requests to:
OppenheimerFunds 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.
o To redeem shares through a service representative, call 1-
800-852-8457
o 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.
o 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.
o Telephone Redemptions Through AccountLink. There are no
dollar limits on telephone redemption proceeds sent to a bank
account designated when you establish AccountLink. Normally the
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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 transferred.
Selling Shares by Wire. You 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. There is a
$10 fee for each wire. 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.
Check Writing. 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. If you
previously signed a signature card to establish Check Writing in one of the
other Oppenheimer funds, you may call 1-800-525-7048 to request Check Writing
for an account in this Fund that has the same registration as that other fund
account.
o Check writing 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.
o Checks can be written to the order of whomever you wish, but may not
be cashed at the Fund's bank or custodian.
o Checks must be written for at least $100.
o Checks cannot be paid if they are written for more than your
account value.
o 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.
o Don't use your checks if you changed your Fund account
number.
The Fund will charge a $10 fee for any check that is not paid
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because (1) the owners of the account told the Fund not to pay the check, or (2)
the check was for more than the account balance, or (3) the check did not have
proper signatures, or (4) the check was written for less than $100.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of the same class of other
Oppenheimer funds. Fund shares purchased by reinvesting dividends from another
fund, or by exchange of shares from other Oppenheimer fund accounts on which you
paid a sales charge may be exchanged at net asset value per share at the time of
exchange, without sales charge. However, when you exchange other shares of the
Fund, including shares purchased directly and shares purchased by reinvesting
the Fund's dividends or distributions, for shares of Oppenheimer funds that have
a sales charge, you will be subject to that charge. To exchange shares, you must
meet several conditions:
o Shares of the fund selected for exchange must be available
for sale in your state of residence
o The prospectuses of this Fund and the fund whose shares you
want to buy must offer the exchange privilege
o 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
o You must meet the minimum purchase requirements for the fund
you purchase by exchange
o Before exchanging into a fund, you should obtain and read
its prospectus
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you can
exchange Class A shares of this Fund only for Class A shares of another fund. At
present, Oppenheimer Money Market Fund, Inc. offers only one class of shares,
which are considered "Class A" shares for this purpose. Participants in an
OppenheimerFunds prototype 401(k) plan must request the administrator of the
plan to exchange their shares. In some cases, sales charges may be imposed on
exchange transactions. Please refer to "How to Exchange Shares" in the Statement
of Additional Information for more details.
Exchanges may be requested in writing or by telephone:
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o 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."
o 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 Oppenheimer funds 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. This list can
change from time to time. For tax purposes, 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:
o 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 up to seven days if it determines it would be
disadvantaged by a same-day transfer of the proceeds to buy shares. For example,
the receipt of multiple exchange requests from a dealer in a "market-timing"
strategy might require the disposition of securities at a time or price
disadvantageous to the Fund.
o 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.
o 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.
o For tax purposes, exchanges of shares involve a redemption
of the shares of the Fund you own and a purchase of the shares of
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the other fund, which may result in a capital gain or loss. For more information
about taxes affecting exchanges, please refer to "How to Exchange Shares" in the
Statement of Additional Information.
o 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
o Net Asset Value Per Share of each class of the Fund will normally be
maintained at $1.00, except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of Additional
Information).
o 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.
o 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.
o 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.
o Redemption or transfer requests will not be honored until
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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.
o 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.
o Payment for redeemed shares is made ordinarily in cash and forwarded
by check or through AccountLink (as elected by the shareholder under the
redemption procedures described above) within 7 days after the Transfer Agent
receives redemption instructions in proper form, except under unusual
circumstances determined by the Securities and Exchange Commission delaying or
suspending such payments. For accounts registered in the name of a
broker-dealer, payment will be forwarded within 3 business days. The Transfer
Agent may delay forwarding a check or processing a payment via AccountLink for
recently purchased shares, but only until the purchase payment has cleared. That
delay may be as much as 10 days from the date the shares were purchased. That
delay may be avoided if you purchase shares by certified check or arrange with
your bank to provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.
o Involuntary redemptions of small accounts may be made by the Fund if
the account value has fallen below $200.
o 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.
o "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.
o The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee.
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That fee can be avoided by redeeming your Fund shares directly through the
Transfer Agent. The Fund will charge a $10 transaction fee for sending
redemption proceeds by Federal Funds wire. Under the circumstances described in
"How To Buy Shares," you may be subject to a contingent deferred sales charges
when redeeming certain Class A, Class B and Class C shares.
o 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 calendar 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:
o 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.
o Reinvest Capital Gains Only. You can elect to reinvest
capital gains in the Fund while receiving dividends by check or
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sent to your bank account on AccountLink.
o 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.
o Reinvest Your Distributions in Another Oppenheimer Fund
Account. You can reinvest all distributions in another Oppenheimer
fund 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.
o 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.
o 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 advisor
about the effect of an investment in the Fund on your particular tax situation.
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Oppenheimer Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
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
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942
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, OppenheimerFunds, Inc., OppenheimerFunds
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.
<PAGE>
Oppenheimer Cash Reserves
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated November 26, 1996
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 November 26, 1996. It
should be read together with the Prospectus, which may be obtained by writing to
the Fund's Transfer Agent, OppenheimerFunds 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......................................................7
Organization and History................................................7
Trustees and Officers of the Fund.......................................8
The Manager and Its Affiliates.........................................13
Performance of the Fund.....................................................15
Distribution and Service Plans..............................................16
About Your Account
How To Buy Shares...........................................................18
How To Sell Shares..........................................................22
How To Exchange Shares......................................................27
Dividends, Capital Gains and Taxes..........................................29
Additional Information About the Fund.......................................30
Financial Information About the Fund
Independent Auditors' Report................................................31
Financial Statements........................................................32
Appendices
Appendix A: Description of Securities Ratings...............................A-1
Appendix B: Industry Classifications........................................B-1
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<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
may invest, 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's objective is to seek maximum current income that is
consistent with stability of principal. 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.
o 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,
OppenheimerFunds, Inc. (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. 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. In each of the foregoing instances, Board action is not
required if the Fund disposes of the security within five days of the Manager
learning of the downgrade, in which event the Manager will provide the Board
with subsequent notice of such downgrade. 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 description of the ratings categories of those Rating
Organizations is contained in Appendix A.
o 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
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<PAGE>
(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
U.S. 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 U.S. Treasury. If the securities are not backed
by the full faith and credit of the United States, the owner of the securities
must look to the agency issuing the obligation for repayment and will 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 security 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.
Mortgage-backed securities and collateralized mortgage obligations are
subject to prepayments as interest rates decline, which shortens the weighted
average life of the Mortgage Backed Securities or Collateralized Mortgage
Obligations. Conversely, if interest rates increase, prepayments of the
underlying mortgages may decline, which would extend the weighted average life
of the Mortgage Backed Securities or Collateralized Mortgage Obligations.
o 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
-3-
<PAGE>
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.
o 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.
o 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
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<PAGE>
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.
o 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.
o 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
o 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 of 1940 (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.
o 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. The Fund must receive collateral
for such loans. After any loan, the value of the securities loaned must
-5-
<PAGE>
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 lend its securities,
but if it does, the value of securities loaned is not expected to exceed 5% of
the value of the Fund's total assets.
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,
administrative or other fees in connection with such a loan, 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.
o 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, which are fundamental policies,
the Fund cannot:
o invest in commodities or commodity contracts, or invest in
interests in oil, gas, or other
-6-
<PAGE>
mineral exploration or development programs;
o invest in real estate; however, the Fund may purchase debt securities
issued by companies which invest in real estate or interests therein;
o purchase securities on margin or make short sales of securities;
o invest in or hold securities of any issuer if those officers and
trustees or directors of the Fund or its Manager 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;
o 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;
o 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
o 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 as described in "Other Investment Restrictions" in the Prospectus, the
Fund has adopted the industry classifications set forth in Appendix B to this
Statement of Additional Information. This is not a fundamental policy.
How the Fund is Managed
Organization and History. As a Massachusetts business trust, the Fund is not
required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting is
called by the Trustees 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
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<PAGE>
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 Fund, and any shareholder of
the Fund, agrees under the Fund's Declaration of Trust to look solely to the
assets of the Fund for satisfaction of any claim or demand which may arise out
of any dealings with the Fund, 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 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., Oppenheimer Champion Income Fund, Oppenheimer Equity
Income Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Integrity
Funds, Oppenheimer International Bond Fund, Oppenheimer High Yield Fund,
Oppenheimer Main Street Funds, Inc., Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Municipal Fund,
Oppenheimer Total Return Fund, Inc., Oppenheimer Variable Account Funds,
Panorama Series Fund, Inc. and The New York Tax-Exempt Income Fund, Inc., (the
"Denver-based Oppenheimer funds"), except for Mr. Fossel and Ms. Macaskill who
are not Trustees or Directors Oppenheimer Integrity Funds, Oppenheimer Strategic
Income Fund, Oppenheimer Variable Account Funds and Panorama Series Fund, Inc.
Mr. Fossel also is not a trustee of Centennial New York Tax Exempt Trust and he
is not a Managing General Partner of Centennial America Fund, L.P. Ms. Macaskill
is President and Mr. Swain is Chairman of the Denver-based Oppenheimer funds.
Messrs. Bishop, Bowen, Donohue, Farrar and Zack hold similar positions as
officers of all such funds. As of November 1, 1996, the Trustees and officers of
the Fund as a group owned of record or beneficially less than 1% of each class
of shares of the Fund. The foregoing statement does not reflect ownership of
shares held of record by an employee benefit plan for employees of the Manager
(for which plan two of the officers listed below, Ms. Macaskill and Mr. 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 65
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its
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<PAGE>
parent holding company); Chairman of A.G.E. Asset Management and A.G.
Edwards Trust Company (its affiliated investment advisor and trust
company, respectively).
WILLIAM A. BAKER, Trustee; Age 81
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Trustee; Age 66
1501 Quail Street, Newport Beach, California 92660
Chairman and Chief Executive Officer of Universal Space Lines, Inc. (A
space services management company); formerly, Vice President of
McDonnell Douglas Space Systems Co. and associated with National
Aeronautics and Space Administration.
JON S. FOSSEL, Trustee*; Age 54
Box 44 Mead Street, Waccabuc, New York 10597
Member of the Board of Governors of the Investment Company Institute (a
national trade association of investment companies), Chairman of the
Investment Company Institute Education Foundation; Formerly Chairman
and a director of OppenheimerFunds, Inc. ("OFI"), the immediate parent
of Centennial Asset Management Corporation ("Manager"); formerly
President and a director of Oppenheimer Acquisition Corp.("OAC"), OFI's
parent holding company; formerly a director of Shareholder Services,
Inc. ("SSI") and Shareholder Financial Services, Inc. ("SFSI"),
transfer agent subsidiaries of OFI.
SAM FREEDMAN, Trustee; Age 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly, Chairman and Chief Executive Officer of OppenheimerFunds
Services (a transfer agent); Chairman, Chief Executive Officer and a
director of SSI; Chairman, Chief Executive Officer and director of
SFSI; Vice President and a director of OAC and a director of the
Manager.
RAYMOND J. KALINOWSKI, Trustee; Age 67
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.(a computer products
training company), 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 74
2552 E. Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).
ROBERT M. KIRCHNER, Trustee; Age 75
7500 East Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
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<PAGE>
BRIDGET A. MACASKILL, President and Trustee*; Age 48
Two World Trade Center, New York, New York 10048-0203
President, Chief Executive Officer and a director of the Manager and
HarbourView Asset Management Corporation ("HarbourView"), a subsidiary
of the Manager; Chairman and a director of SSI and SFSI; President and
a director of OAC and Oppenheimer Partnership Holdings Inc., a holding
company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management , Inc. ("Real Asset"); formerly an Executive Vice President
of the Manager.
NED M. STEEL, Trustee; Age 81
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a director
of the Van Gilder Insurance Corp.
(insurance brokers).
JAMES C. SWAIN, Chairman, Chief Executive Officer and Trustee*; Age 63
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of the Manager; formerly President and a director of
Centennial Management Corporation, an investment advisor subsidiary of
the Manager ("Centennial") and formerly Chairman of the Board of SSI.
DOROTHY WARMACK, Vice President and Portfolio Manager; Age 60
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; an officer of other
Oppenheimer funds.
ANDREW J. DONOHUE, Vice President and Secretary; Age 46
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor"); President and a
director of Centennial; Executive Vice President, General Counsel and a
director of HarbourView, SFSI, SSI and Oppenheimer Partnership Holdings
Inc.; President and a director of Real Asset; General Counsel of OAC;
Executive Vice President, Chief Legal Officer and a director of
MultiSource Services, Inc. (A broker-dealer); an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate General
Counsel of the Manager and the Distributor; Partner in Kraft &
McManimon (a law firm); an officer of First Investors Corporation (a
broker-dealer) and First Investors Management Company, Inc.
(broker-dealer and investment advisor); director and an officer of
First Investors Family of Funds and First Investors Life Insurance
Company.
GEORGE C. BOWEN, Vice President, Treasurer and Assistant Secretary; Age 60
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
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<PAGE>
director of Centennial; Vice President, Treasurer and Secretary of SSI
and SFSI; Treasurer of OAC; Vice President and Treasurer of Real Asset;
Chief Executive Officer, Treasurer and a director of MultiSource
Services, Inc.; an officer of other Oppenheimer funds.
ROBERT J. BISHOP, Assistant Treasurer; Age 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions
Supervisor for Stuart James Company, Inc., a broker-dealer.
SCOTT T. FARRAR, Assistant Treasurer; Age 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; formerly a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers, Harriman Co., a bank, and previously a Senior Fund Accountant
for State Street Bank & Trust Company.
ROBERT G. ZACK, Assistant Secretary; Age 48
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
- ---------------------
* A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
o 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 (Ms. Macaskill, Messrs. Fossel and Swain) receive no salary or fee from
the Fund. The remaining Trustees of the Fund (excluding Mr. Freedman who did not
become a Trustee until June 27, 1996) received the compensation shown below from
the Fund during its fiscal year period of January 1, 1996 to July 31, 1996, and
from all of the Denver-based Oppenheimer funds (including the Fund) for which
they served as Trustee, Director or Managing General Partner. Compensation is
paid for services in the positions listed beneath their names:
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<PAGE>
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund OppenheimerFunds(1)
<S> <C> <C>
Robert G. Avis $537 $53,000
Trustee
William A. Baker $743 $73,255
Audit and Review
Committee Chairman
and Trustee
Charles Conrad, Jr. $652 $64,309
Audit and Review
Committee Member
and Trustee
Raymond J. Kalinowski $659 $65,000
Risk Management Oversight
Committee Member and
Trustee
C. Howard Kast $659 $65,000
Risk Management
Oversight Committee Member
and Trustee
Robert M. Kirchner $692 $68,292
Audit and Review
Committee Member
and Trustee
Ned M. Steel $537 $53,000
Trustee
- ---------------------
<FN>
(1) For the 1995 calendar year, during which the Denver-based Oppenheimer funds
listed in the first paragraph of this section included Oppenheimer Strategic
Investment Grade Bond Fund and Oppenheimer Strategic Short-Term Income Fund
(which ceased operations following the acquisition of their assets by other
Oppenheimer funds).
</FN>
</TABLE>
o Major Shareholders. As of November 1, 1996, no person owned of
record or was
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<PAGE>
known by the Fund to own beneficially 5% or more of any class of the Fund's
outstanding shares.
The Manager and Its Affiliates. The Manager is wholly-owned by Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts Mutual
Life Insurance Company. OAC is also owned by certain of the Manager's
directors and officers, some of whom may also serve as officers of the Fund and
three of whom (Ms. Macaskill and Messrs. Fossel and Swain) serve as
Trustees of the Fund.
o 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 Investment
Advisory Agreement or by the Distributor under the General Distributor's
Agreement are paid by the Fund. The Investment 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.
During the fiscal years ended December 31, 1994 and 1995 and the fiscal
period of January 1, 1996 to July 31, 1996, the fees paid by the Fund to the
Manager were $555,481, $732,759 and $596,591, respectively.
The Investment 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 Investment 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 Investment Advisory Agreement permits the
Manager to act as investment advisor 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 advisor or general distributor. If the
Manager shall no longer act as investment advisor to the Fund, the right of the
Fund to use the name "Oppenheimer" as part of its name may be withdrawn.
o 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 of January 1,
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1996 to July 31, 1996, contingent deferred sales charges received and retained
by the Distributor on Class B and Class C shares totaled $220,111 and $3,064,
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.
o The Transfer Agent. OppenheimerFunds 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.
o Portfolio Transactions. Portfolio decisions are based upon the
recommendations and judgment of the Manager subject to the overall authority of
the Board of Trustees. 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 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.
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 maturities of less than one year results in high portfolio
turnover and may increase the Fund's transaction costs.. However, since
brokerage commissions, if any, are usually small, high turnover does not
normally have an appreciable adverse effect upon the income of the Fund.
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Performance of the Fund
o 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 July 31, 1996 was 4.32%, 3.77% and
3.76%, respectively. The "compounded effective yield" for that period on Class
A, Class B and Class C shares was 4.41%, 3.84% and 3.83%, 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.
o 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 Monitor(TM)),
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.
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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 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. For the Distribution and
Service Plans for Class B and Class C shares, that vote was cast by the Manager
as the then-sole initial holder of such shares of the Fund.
In addition, under the Plans the Manager and the Distributor, in their
sole discretion from time to time may use their own resources (which, in the
case of the Manager, may include profits from the advisory fee it receives from
the Fund) to make payments to brokers, dealers or other financial institutions
(each is referred to as a "Recipient" under the Plans) for distribution and
administrative services they perform. 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.
No 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 a Securities and
Exchange Commission rule 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 payments 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
payments were made and the identity of each Recipient that received any such
payment. The reports for the Class B and Class C Plans shall also include the
Distributor's distribution costs for that quarter and expenses carried forward
to the next period. 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
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<PAGE>
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 asset-based sales charge 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 later periods.
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 period of January
1, 1996 to July 31, 1996 totaled $171,738 of which $36,675 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 year ended July 31, 1996
totaled $213,875 and $27,500, 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. The Board has set no minimum holding period under any
Plan. All payments under the Plans are subject to the limitations imposed by the
Conduct Rules of the National Association of Securities Dealers, Inc. on
payments of asset-based sales charges and service fees.
The Class B and Class C 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 Oppenheimer funds,
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 Oppenheimer funds. 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 Oppenheimer funds: (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
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<PAGE>
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 Oppenheimer
funds or directly through the Oppenheimer prototype 401(k) plan. 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
Oppenheimer funds 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 Oppenheimer funds 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 advisor, 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
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<PAGE>
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) transfer and shareholder
servicing agent fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a specific class
rather than to the Fund as a whole.
Determination of Net Asset Value Per Share. The net asset values per share of
Class A, Class B and Class C shares of the Fund are determined as of the close
of 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 Exchange'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. It may also close on other
days.
The Fund's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) long-term debt
securities having a remaining maturity in excess of 60 days are valued based on
the mean between the "bid" and "ask" prices determined by a portfolio pricing
service approved by the Fund's Board of Trustees or obtained by the Manager from
two active market makers in the security on the basis of reasonable inquiry;
(ii) debt instruments having a maturity of more than 397 days when issued, and
non-money market type instruments having a maturity of 397 days or less when
issued, which have a remaining maturity of 60 days or less are valued at the
mean between the "bid" and "ask" prices determined by a pricing service approved
by the Fund's Board of Trustees or obtained by the Manager from two active
market makers in the security on the basis of reasonable inquiry; (iii) money
market debt securities that had a maturity of less than 397 days when issued
that have a remaining maturity of 60 days or less are valued at cost, adjusted
for amortization of premiums and accretion of discounts; and (iv) securities
(including restricted securities) not having readily-available market quotations
are valued at fair value determined under the Board's procedures. If the Manager
is unable to locate two market makers willing to give quotes (see (i) and (ii)
above), the security may be priced at the mean between
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the "bid" and "ask" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "ask" price is available).
In the case of U.S. Government Securities and mortgage-backed
securities, where last sale information is not generally available, such pricing
procedures may include "matrix" comparisons to the prices for comparable
instruments on the basis of quality, yield, maturity and other special factors
involved. The Manager may use pricing services approved by the Board of Trustees
to price U.S. Government Securities for which last sale information is not
generally available. The Manager will monitor the accuracy of such pricing
services, which may include comparing prices used for portfolio evaluation to
actual sales prices of selected securities.
AccountLink. When shares are purchased through AccountLink, each purchase must
be at least $25.00. Shares will be purchased on the regular business day the
Distributor is instructed to initiate the Automated Clearing House transfer to
buy shares. Dividends will begin to accrue on shares purchased by the proceeds
of ACH transfers on the business day the Fund receives Federal Funds for the
purchase through the ACH system before the close of The New York Stock Exchange.
The Exchange normally closes at 4:00 P.M., but may be earlier on certain days.
If Federal Funds are received on a business day after the close of the Exchange,
the shares will be purchased and dividends will begin to accrue on the next
regular business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the Fund are
not responsible for any delays in purchasing shares resulting from delays in ACH
transmissions.
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 "Check
Writing" 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 Oppenheimer funds. If you make payments
from your bank account to purchase shares of the Fund, your bank account will be
automatically debited normally four to five business days prior to the
investment dates selected in the Account Application. Neither the Distributor,
the Transfer Agent nor the Fund shall be responsible for any delays in
purchasing shares resulting from delays in ACH transmission.
There are sales charges applicable to the purchase of certain
Oppenheimer funds. 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.
o The Oppenheimer Funds. The Oppenheimer funds are those mutual funds
for which the Distributor acts as the distributor or the sub-Distributor and
include the following:
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Oppenheimer Asset Allocation Fund
Oppenheimer Bond Fund for Growth
Oppenheimer Bond Fund
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer Intermediate Municipal Fund
Oppenheimer Insured Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Growth & Income Fund
Oppenheimer Series Fund, Inc.
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Income Fund
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<PAGE>
Oppenheimer Target Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer Value Stock Fund
Oppenheimer World Bond Fund
Rochester Fund Municipals*
Rochester Portfolio Series - Limited Term New York Municipal Fund*
the following "Money Market Funds":
Centennial Money Market Trust
Centennial Government Trust
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
- ----------------------------------------------------
*Shares of the Fund are not presently exchangeable for shares of these funds.
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.
o Check Writing. 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 check writing
privileges at any time without prior notice.
By choosing the Check Writing privilege, whether you do so by signing
the Account Application or by completing a Check Writing card, the individuals
signing (1) represent that they are either the registered owner(s) of the shares
of the Fund, or are an officer, general partner, trustee or other fiduciary or
agent, as applicable, duly authorized to act on behalf of such registered
owner(s); (2) authorize the Fund, its Transfer Agent and any bank through which
the Fund's drafts ("checks") are payable (the "Bank"), to pay all checks drawn
on the Fund account of such person(s) and to effect a redemption of sufficient
shares in that account to cover payment of such checks; (3) specifically
acknowledge(s) that if you choose to permit a single signature on checks drawn
against
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joint accounts, or accounts for corporations, partnerships, trusts or other
entities, the signature of any one signatory on a check will be sufficient to
authorize payment of that check and redemption from an account even if that
account is registered in the names of more than one person or even if more than
one authorized signature appears on the Check Writing card or the Application,
as applicable; and (4) understand(s) that the Check Writing privilege may be
terminated or amended at any time by the Fund and/or the Bank and neither shall
incur any liability for such amendment or termination or for effecting
redemptions to pay checks reasonably believed to be genuine, or for returning or
not paying checks which have not been accepted for any reason.
o 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.
o 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.
o 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 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 of other
Oppenheimer funds that you purchased subject to an initial sales charge, or
shares on which a CDSC was paid, or (ii) Class B shares that were subject to the
Class B contingent deferred sales charge when redeemed. It does not apply to
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Class C shares. The reinvestment may be made without sales charge only in Class
A shares of the Fund or any of the other Oppenheimer funds into which shares of
the Fund are exchangeable as described below, at the net asset value next
computed after 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 Oppenheimer funds within 90 days of payment of the sales
charge, the shareholder's basis in the shares of the Fund that were redeemed may
not include the amount of the sales charge paid. That would reduce the loss or
increase the gain recognized from the redemption. However, in that case the
sales charge would be added to the basis of the shares acquired by the
reinvestment of the redemption proceeds. The Fund may amend, suspend or cease
offering this reinvestment privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a contingent
deferred sales charge of any class at the time of transfer to the name of
another person or entity (whether the transfer occurs by absolute assignment,
gift or bequest, not involving, directly or indirectly, a public sale). The
transferred shares will remain subject to the contingent deferred sales charge,
calculated as if the transferee shareholder had acquired the transferred shares
in the same manner and at the same time as the transferring shareholder. If less
than all shares held in an account are transferred, and some but not all shares
in the account would be subject to a contingent deferred sales charge if
redeemed at the time of transfer, the priorities described in the Prospectus
under "How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order in
which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds- sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans or
pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed
in "How To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the plan and
the Fund's other redemption requirements. Participants (other than self-employed
persons maintaining a plan account in their own name) in
OppenheimerFunds-sponsored prototype pension, profit-sharing or 401(k) plans may
not directly redeem or exchange shares held for their account under those plans.
The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the distribution
may be made. Distributions from retirement plans are subject to withholding
requirements under the Internal Revenue Code, and IRS Form W-4P (available from
the Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless the shareholder
has provided the Transfer Agent with a certified
-24-
<PAGE>
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 on behalf of their customers. The shareholder should contact the
broker or dealer to arrange this type of redemption. 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.). Ordinarily, for
accounts redeemed by a broker-dealer under this procedure, payment will be made
within three business days after the shares have been redeemed upon the
Distributor's receipt of the required redemption documents in proper form, with
the signature(s) of the registered owners guaranteed on the redemption documents
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. Shares are normally redeemed pursuant to an Automatic Withdrawal Plan
three business days before the date you select in the Account Application. If a
contingent deferred sales charge applies to the redemption, the amount of the
check or payment will be reduced accordingly. 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
-25-
<PAGE>
terms and conditions applicable to such plans, as stated below as well as in 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.
o Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed instructions)
to exchange a pre-determined amount of shares of the Fund for shares (of the
same class) of other Oppenheimer funds automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount
that may be exchanged to each other fund account is $25. Exchanges made under
these plans are subject to the restrictions that apply to exchanges as set forth
in "How to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
o 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
-26-
<PAGE>
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 an
Oppenheimer fund having more than one class of shares may be exchanged only for
shares of the same class of other Oppenheimer funds. Shares of Oppenheimer funds
that have a single class without a class designation are deemed "Class A" shares
for this purpose. All of the Oppenheimer funds offer Class A, B and C shares,
except Oppenheimer Money Market Fund, Inc., Centennial Money Market Trust,
Centennial Tax Exempt Trust, Centennial Government Trust, Centennial New York
Tax Exempt Trust, Centennial America Fund, L.P. and Daily Cash Accumulation
Fund, Inc., which only offer Class A shares, and Oppenheimer Main Street
California Municipal Fund, which only offers Class A and Class B shares. A
current list of funds showing which funds offer which classes may be obtained by
calling the Distributor at 1-800-525-7048.
Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of other Money Market Funds. Shares of a Money Market Fund purchased
without a sales charge may be exchanged for shares of Oppenheimer funds offered
with a sales charge upon payment of the sales charge (or, if applicable, may be
used to purchase shares of Oppenheimer funds subject to a contingent deferred
sales charge). Class A shares of this Fund acquired by reinvestment of dividends
or distributions from any other of the Oppenheimer funds or from any unit
investment trust for
-27-
<PAGE>
which reinvestment arrangements have been made with the Distributor may be
exchanged at net asset value for shares of any of the Oppenheimer funds. Shares
of this Fund acquired by reinvested dividends and distributions may be exchanged
for shares of other Oppenheimer funds upon payment of the sales charge, if
applicable, or may be used to purchase 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 Oppenheimer funds purchased subject to a Class A contingent
deferred sales charge are redeemed within 18 months of the end of the calendar
month of the initial purchase of the exchanged Class A shares, the Class A
contingent deferred sales charge is imposed on the redeemed shares. 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.
For accounts established on or before March 8, 1996 holding Class M
shares of Oppenheimer Bond Fund for Growth, Class M shares can be exchanged only
for Class A shares of other Oppenheimer funds, including Rochester Fund
Municipals and Limited Term New York Municipal Fund. Class A shares of Rochester
Fund Municipals or Limited Term New York Municipal Fund acquired on the exchange
of Class M shares of Oppenheimer Bond Fund for Growth may be exchanged for Class
M shares of that fund. For accounts of Oppenheimer Bond Fund for Growth
established after March 8, 1996, Class M shares may be exchanged for Class A
shares of other Oppenheimer funds except Rochester Fund Municipals and Limited
Term New York Municipals. Exchanges to Class M shares of Oppenheimer Bond Fund
for Growth are permitted from Class A shares of Oppenheimer Money Market Fund,
Inc. or Oppenheimer Cash Reserves that were acquired by exchange from Class M
shares. Otherwise no exchanges of any class of any Oppenheimer fund into Class M
shares are permitted.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account. 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.
-28-
<PAGE>
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 Oppenheimer funds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure that
the Fund selected is appropriate for his or her investment and should be aware
of the tax consequences of an exchange. For Federal income tax purposes, an
exchange transaction is treated as a redemption of shares of one fund and a
purchase of shares of another. "Reinvestment Privilege" above includes
discussion of 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.
-29-
<PAGE>
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the same
class of any of the other Oppenheimer funds listed in " The Oppenheimer Funds"
above at net asset value without sales charge. 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 shares of other Oppenheimer funds 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.
-30-
<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 July 31, 1996,
the related statements of operations for the seven months then ended and the
year ended December 31, 1995, the statements of changes in net assets for the
seven months ended July 31, 1996 and the years ended December 31, 1995 and 1994,
and the financial highlights for the period January 1, 1991 to July 31, 1996.
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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at July 31,
1996 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 July 31, 1996, 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
August 21, 1996
Statement of Investments July 31, 1996
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
<S> <C> <C>
===================================================================================================================================
Certificates of Deposit--3.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Domestic Certificates
Of Deposit--1.9% Huntington National Bank, 5.09%, 8/21/96 $ 5,000,000 $ 5,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
Eurodollar Certificates
Of Deposit--1.1% Deutsche Bank, 5.10%, 8/23/96 3,000,000 3,000,018
---------
Total Certificates of Deposit (Cost $8,000,018) 8,000,018
===================================================================================================================================
Direct Bank Obligations--2.2%
- -----------------------------------------------------------------------------------------------------------------------------------
National Westminster Bank of Canada:
4.94%, 8/15/96 3,000,000 2,994,242
5.48%, 10/15/96 3,000,000 2,965,750
---------
Total Direct Bank Obligations (Cost $5,959,992) 5,959,992
===================================================================================================================================
Letters of Credit--1.9%
- -----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse, guaranteeing commercial paper of COSCO Co.,
Ltd., 5.40%, 9/16/96 (Cost $4,965,500) 5,000,000 4,965,500
===================================================================================================================================
Short-Term Notes--93.3%
- -----------------------------------------------------------------------------------------------------------------------------------
Beverages--1.8% Coca-Cola Enterprises, Inc., 5.49%, 10/9/96(1) 5,000,000 4,947,388
- -----------------------------------------------------------------------------------------------------------------------------------
Broker/Dealers--7.5% CS First Boston, Inc., 5.492%, 3/4/97(2)(3) 5,000,000 5,000,000
-------------------------------------------------------------------------------------------
Dean Witter, Discover & Co., 5.77%, 1/15/97(2) 5,000,000 5,005,389
-------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc., 4.95%, 8/28/96 5,000,000 4,981,438
-------------------------------------------------------------------------------------------
Morgan Stanley Group, Inc., 5.27%, 9/30/96(2) 5,000,000 5,000,000
----------
19,986,827
- -----------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--14.7% CIT Group Holdings, Inc., 5.32%, 8/2/96 5,000,000 4,999,261
-------------------------------------------------------------------------------------------
Countrywide Home Loan:
5.35%, 8/28/96 2,900,000 2,888,364
5.40%, 9/5/96 4,700,000 4,675,325
5.44%, 8/21/96 5,000,000 4,984,889
- -----------------------------------------------------------------------------------------------------------------------------------
FINOVA Capital Corp.:
5.45%, 9/3/96 8,500,000 8,457,925
5.50%, 9/16/96 3,000,000 2,978,917
- -----------------------------------------------------------------------------------------------------------------------------------
Heller Financial, Inc.:
5.42%, 9/4/96 5,250,000 5,223,126
5.46%, 9/9/96 5,000,000 4,970,425
----------
39,178,232
- -----------------------------------------------------------------------------------------------------------------------------------
Computer Software--3.7% First Data Corp., 5.45%, 9/10/96 10,000,000 9,939,444
- -----------------------------------------------------------------------------------------------------------------------------------
Conglomerates--1.5% Pacific Dunlop Holdings, Inc., guaranteed by
Pacific Dunlop Ltd., 5.37%, 10/31/96(1) 4,181,000 4,124,246
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Finance--3.7% American Express Credit Corp., 4.92%, 8/23/96 5,000,000 4,984,967
- -----------------------------------------------------------------------------------------------------------------------------------
Sears Roebuck Acceptance Corp., 5.40%, 9/17/96 5,000,000 4,964,750
---------
9,949,717
- -----------------------------------------------------------------------------------------------------------------------------------
Diversified Financial--6.4% Associates Corp. of North America, 5.70%, 8/1/96 12,000,000 12,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
Household Finance Corp., 5.39%, 8/7/96 5,000,000 5,000,000
----------
17,000,000
6 Oppenheimer Cash Reserves
<PAGE>
Face Value
Amount See Note 1
===================================================================================================================================
Electronics--6.0% ITT Industries, Inc.:
5.45%, 9/20/96(1) $5,000,000 $ 4,962,153
5.47%, 8/19/96(1) 7,000,000 6,980,855
-------------------------------------------------------------------------------------------
Mitsubishi Electric Finance America, Inc., 5.50%, 9/18/96(1) 4,000,000 3,970,933
----------
15,913,941
- -----------------------------------------------------------------------------------------------------------------------------------
Energy Services & Union Pacific Resources Group Inc.:
Producers--3.5% 5.45%, 9/19/96(1) 5,197,000 5,158,448
5.45%, 8/23/96(1) 4,175,000 4,161,095
---------
9,319,543
- -----------------------------------------------------------------------------------------------------------------------------------
Environmental--1.9% WMX Technologies, Inc., 5.32%, 9/10/96(1) 5,000,000 4,970,444
- -----------------------------------------------------------------------------------------------------------------------------------
Leasing & Factoring--3.7% CSW Credit, Inc.:
5.38%, 9/17/96 5,000,000 4,964,881
5.42%, 8/7/96 5,000,000 4,995,483
---------
9,960,364
- -----------------------------------------------------------------------------------------------------------------------------------
Manufacturing--1.7% Rexam PLC, 5.35%, 8/21/96(1) 4,596,000 4,582,340
- -----------------------------------------------------------------------------------------------------------------------------------
Metals/Mining--0.8% English China Clays PLC, 5.40%, 8/19/96(1) 2,100,000 2,094,330
- -----------------------------------------------------------------------------------------------------------------------------------
Nondurable Avon Capital Corp., 5.53%, 10/10/96(1) 10,000,000 9,892,472
Household Goods--3.7%
- -----------------------------------------------------------------------------------------------------------------------------------
Special Purpose Financial--22.8% Asset Securitization Cooperative:
5.35%, 8/20/96(1) 6,946,000 6,926,387
5.42%, 9/16/96(1) 5,000,000 4,965,372
-------------------------------------------------------------------------------------------
CIESCO L.P., 5.33%, 8/22/96 5,000,000 4,984,454
-------------------------------------------------------------------------------------------
Cooperative Association of Tractor Dealers, Inc.:
5%, 8/22/96 4,900,000 4,885,708
5.45%, 8/15/96 2,000,000 1,995,761
5.70%, 8/1/96 6,000,000 6,000,000
-------------------------------------------------------------------------------------------
CXC, Inc., 5.42%, 9/20/96(1) 9,271,000 9,201,210
-------------------------------------------------------------------------------------------
Fleet Funding Corp., 5.35%, 8/19/96(1) 12,000,000 11,967,900
-------------------------------------------------------------------------------------------
Short-Term Card Account Trust 1995-1, Cl. A1, 5.51%, 5,000,000 5,000,000
1/15/97(2)(3)
-------------------------------------------------------------------------------------------
WCP Funding, 5.45%, 9/9/96(1) 5,000,000 4,970,750
----------
60,897,542
- -----------------------------------------------------------------------------------------------------------------------------------
Specialty Retailing--3.5% Cosmair, Inc., 5.47%, 8/16/96(1) 5,000,000 4,988,604
-------------------------------------------------------------------------------------------
St. Michael Finance Ltd., guaranteed by 4,498,000 4,480,403
Marks & Spencer PLC, 5.03%, 8/29/96 ---------
9,469,007
- -----------------------------------------------------------------------------------------------------------------------------------
Telecommunications- NYNEX Corp.:
Technology--2.6% 5.33%, 8/14/96 4,000,000 3,992,301
5.40%, 9/23/96 3,000,000 2,976,150
---------
6,968,451
7 Oppenheimer Cash Reserves
<PAGE>
Statement of Investments (Continued)
Face Value
Amount See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone Utilities--3.8% GTE Corp.:
5.40%, 8/22/96 $5,250,000 $ 5,233,463
5.43%, 8/14/96 5,000,000 4,990,196
----------
10,223,659
-----------
Total Short-Term Notes (Cost $249,417,947) 249,417,947
===================================================================================================================================
Foreign Government Obligations--1.1%
- -----------------------------------------------------------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale, 5.67%, 7/29/97 3,000,000 3,000,000
(Cost $3,000,000)(2)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value 101.5% 271,343,457
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets (1.5) (4,022,809)
---------- ------------
Net Assets 100.0% $267,320,648
========== ============
</TABLE>
Short-term notes, direct bank obligations and letters of credit are generally
traded on a discount basis; the interest rate is the discount rate received by
the Fund at the time of purchase. Other securities normally bear interest at the
rates shown.
1. Security issued in an exempt transaction without registration under the
Securities Act of 1933 (the Act). The securities are carried at amortized cost,
and amount to $98,864,927, or 36.98% of the Fund's net assets. Pursuant to
guidelines adopted by the Board of Trustees, these securities are determined to
be liquid.
2. Floating or variable rate obligation maturing in more than one year. 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 July 31,
1996. This instrument may also have a demand feature which allows the recovery
of principal at any time, or at specified intervals not exceeding one year, on
up to 30 days' notice. Maturity date shown represents effective maturity based
on variable rate and, if applicable, demand feature.
3. Security may be considered illiquid by virtue of the absence of a readily
available market or because of legal or contractual restrictions on resale.
Illiquid securities amount to $10,000,000, or 3.74% of the Fund's net assets, at
July 31, 1996. The Fund may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities. See accompanying
Notes to Financial Statements.
8 Oppenheimer Cash Reserves
<PAGE>
Statement of Assets and Liabilities July 31, 1996
<TABLE>
====================================================================================================================================
<S> <C> <C>
Assets Investments, at value--see accompanying statement $271,343,457
------------------------------------------------------------------------------------------------------------
Cash 120,882
------------------------------------------------------------------------------------------------------------
Receivables:
Shares of beneficial interest sold 718,383
Interest 330,879
------------------------------------------------------------------------------------------------------------
Other 175,419
------------
Total assets 272,689,020
====================================================================================================================================
Liabilities Payables and other liabilities:
Shares of beneficial interest redeemed 5,017,803
Dividends 277,725
Shareholder reports 38,519
Distribution and service plan fees 31,385
Other 2,940
------------
Total liabilities 5,368,372
====================================================================================================================================
Net Assets $267,320,648
============
====================================================================================================================================
Composition of Paid-in capital $267,328,430
Net Assets ------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (7,782)
------------
Net assets $267,320,648
============
====================================================================================================================================
Net Asset Value Class A Shares:
Per Share Net asset value, redemption price and offering price per share (based on net assets
of $170,030,647 and 170,093,786 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 $85,573,467 and 85,573,179 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 $11,716,534 and 11,716,135 shares of beneficial interest outstanding) $1.00
</TABLE>
See accompanying Notes to Financial Statements.
9 Oppenheimer Cash Reserves
<PAGE>
Statements of Operations
<TABLE>
<CAPTION>
Seven Months Year Ended
Ended July 31, December 31,
1996(1) 1995
====================================================================================================================================
<S> <C> <C> <C>
Investment Income Interest $6,612,252 $8,909,157
====================================================================================================================================
Expenses Management fees--Note 3 596,591 732,759
------------------------------------------------------------------------------------------------------------
Distribution and service plan fees--Note 3:
Class A 171,738 210,588
Class B 213,875 264,659
Class C 27,500 45,313
------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 3 384,042 648,387
------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 23,922 33,844
------------------------------------------------------------------------------------------------------------
Legal and auditing fees 8,337 13,011
------------------------------------------------------------------------------------------------------------
Trustees' fees and expenses 4,479 1,849
------------------------------------------------------------------------------------------------------------
Shareholder reports -- 198,680
------------------------------------------------------------------------------------------------------------
Insurance expenses 2,846 7,127
------------------------------------------------------------------------------------------------------------
Other 12,788 76,370
--------- ----------
Total expenses 1,446,118 2,232,587
====================================================================================================================================
Net Investment Income 5,166,134 6,676,570
====================================================================================================================================
Net Realized Gain (Loss) on Investments (6,753) 37,450
====================================================================================================================================
Net Increase in Net Assets Resulting From Operations $5,159,381 $6,714,020
========== ==========
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
See accompanying Notes to Financial Statements.
10 Oppenheimer Cash Reserves
<PAGE>
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Seven Months
Ended July 31, Year Ended December 31,
1996(1) 1995 1994
====================================================================================================================================
<S> <C> <C> <C>
Operations Net investment income $ 5,166,134 $ 6,676,570 $ 3,568,242
------------------------------------------------------------------------------------------------------------
Net realized gain (loss) (6,753) 37,450 56
------------ ------------ ------------
Net increase in net assets resulting from operations 5,159,381 6,714,020 3,568,298
====================================================================================================================================
Dividends and Class A (3,897,426) (4,996,089) (2,852,731)
Distributions to Class B (1,119,443) (1,474,886) (648,288)
Shareholders Class C (143,788) (249,786) (67,223)
====================================================================================================================================
Beneficial Interest Net increase (decrease) in net assets resulting from
Transactions beneficial interest transactions--Note 2:
Class A 21,502,771 49,175,977 28,436,616
Class B 48,195,633 (9,426,294) 46,175,820
Class C 6,692,718 (580,955) 5,603,372
====================================================================================================================================
Net Assets Total increase 76,389,846 39,161,987 80,215,864
------------------------------------------------------------------------------------------------------------
Beginning of period 190,930,802 151,768,815 71,552,951
------------ ------------ ------------
End of period $267,320,648 $190,930,802 $151,768,815
============ ============ ============
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
See accompanying Notes to Financial Statements.
11 Oppenheimer Cash Reserves
<PAGE>
Financial Highlights
<TABLE>
<CAPTION>
Class A
---------------------------------------------------
Seven Months
Ended July 31, Year Ended December 31,
1996(2) 1995 1994 1993
==============================================================================================
<S> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
- ----------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain .03 .05 .03 .02
- ----------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders (.03) (.05) (.03) (.02)
- ----------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00
======== ======== ======= =======
==============================================================================================
Total Return, at Net Asset Value(5) 2.68% 4.84% 3.22% 2.05%
==============================================================================================
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $170,031 $148,529 $99,361 $70,924
- ----------------------------------------------------------------------------------------------
Average net assets (in thousands) $149,889 $105,349 $87,908 $76,910
- ----------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.47%(6) 4.71% 3.25% 1.99%
Expenses, before voluntary reimbursement
by the Manager 1.06%(6) 1.36% 1.32% 1.55%
Expenses, net of voluntary reimbursement
by the Manager 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. The Fund changed its fiscal year end from December 31 to July 31.
3. For the period from August 17, 1993 (inception of offering) to December 31,
1993.
4. Less than $.005 per share.
12 Oppenheimer Cash Reserves
<PAGE>
<TABLE>
<CAPTION>
Class B Class C
- ----------------------- ----------------------------------------------- -----------------------------------------------
Seven Months Seven Months
Ended July 31, Year Ended December 31, Ended July 31, Year Ended December 31,
1992 1991 1996(2) 1995 1994 1993(3) 1996(2) 1995 1994 1993(1)
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------------------------------------------------------------------------------------------------------
.03 .06 .02 .04 .03 --(4) .02 .04 .02 --(4)
- -------------------------------------------------------------------------------------------------------------------------------
(.03) (.06) (.02) (.04) (.03) --(4) (.02) (.04) (.02) --(4)
- -------------------------------------------------------------------------------------------------------------------------------
$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======== ======= ======= ======= ===== ======= ====== ====== =====
===============================================================================================================================
3.07% 5.67% 2.35% 4.26% 2.54% 0.56% 2.35% 4.21% 2.51% 0.14%
===============================================================================================================================
$ 89,266 $112,883 $85,573 $37,378 $46,803 $628 $11,717 $5,024 $5,604 $1
- -------------------------------------------------------------------------------------------------------------------------------
$104,970 $105,352 $49,226 $35,360 $21,262 $454 $ 6,333 $6,040 $2,107 $1
- -------------------------------------------------------------------------------------------------------------------------------
3.07% 5.13% 3.91%(6) 4.15% 3.05% 1.49%(6) 3.91%(6) 4.12% 3.19% 1.18%(6)
1.42% 1.22% 1.61%(6) 1.92% 1.89% 2.12%(6) 1.61%(6) 1.97% 1.90% 2.35%(6)
1.25% 1.15% N/A N/A N/A N/A N/A N/A N/A N/A
</TABLE>
5. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), with all dividends
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods of less than one full year. Total returns
reflect changes in net investment income only.
6. Annualized.
See accompanying Notes to Financial Statements.
13 Oppenheimer Cash Reserves
<PAGE>
Notes to Financial Statements
================================================================================
1. Significant
Accounting Policies
Oppenheimer Cash Reserves (the Fund) is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company. On June 27, 1996, the Board of Trustees elected to change the fiscal
year end of the Fund from December 31 to July 31. Accordingly, these financial
statements are presented for the seven month period from January 1, 1996 to July
31, 1996. The Fund's investment objective is to seek the maximum current income
that is consistent with stability of principal by investing in "money market"
securities meeting specified quality standards. The Fund's investment advisor is
OppenheimerFunds, Inc. (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
and/or service 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 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 or excise tax provision is required. At July 31, 1996, the Fund had
available for federal income tax purposes an unused capital loss carryover of
approximately $6,800, which expires in 2004.
- --------------------------------------------------------------------------------
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
14 Oppenheimer Cash Reserves
<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>
Seven Months Ended July 31, 1996(1) Year Ended December 31, 1995 Year Ended December 31, 1994
----------------------------------- ---------------------------- ----------------------------
Shares Amount Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A:
Sold 265,507,057 $265,507,057 367,360,698 $367,360,698 298,811,461 $298,811,461
Dividends and
distributions reinvested 3,477,339 3,477,339 4,666,289 4,666,289 2,517,663 2,517,663
Redeemed (247,481,642) (247,481,625) (322,851,010) (322,851,010) (272,892,508) (272,892,508)
------------ ------------ ------------ ------------ ------------ ------------
Net increase 21,502,754 $ 21,502,771 49,175,977 $ 49,175,977 28,436,616 $ 28,436,616
============ ============ ============ ============ ============ ============
====================================================================================================================================
Class B:
Sold 175,381,171 $175,381,171 111,551,709 $111,551,709 101,626,173 $101,626,173
Dividends and
distributions reinvested 836,342 836,342 1,179,668 1,179,668 519,118 519,118
Redeemed (128,021,880) (128,021,880) (122,157,671) (122,157,671) (55,969,471) (55,969,471)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 48,195,633 $ 48,195,633 (9,426,294) $ (9,426,294) 46,175,820 $ 46,175,820
============ ============ ============ ============ =========== ===========
====================================================================================================================================
Class C:
Sold 32,552,967 $ 32,552,967 20,708,644 $ 20,708,644 11,011,788 $ 11,011,788
Dividends and
distributions reinvested 116,233 116,233 207,924 207,924 56,507 56,507
Redeemed (25,976,482) (25,976,482) (21,497,523) (21,497,523) (5,464,923) (5,464,923)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 6,692,718 $ 6,692,718 (580,955) $ (580,955) 5,603,372 $ 5,603,372
============ ============ ============ ============ =========== ===========
</TABLE>
1. The Fund changed its fiscal year end from December 31 to July 31.
================================================================================
3. Management Fees
And Other Transactions
With Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.50% on the first
$250 million of average annual net assets with a reduction of 0.025% on each
$250 million thereafter, to 0.40% 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 seven months ended July 31, 1996, OppenheimerFunds
Distributor, Inc. (OFDI) received contingent deferred sales charges of $220,111
and $3,064 upon redemption of Class B and Class C shares, as reimbursement for
sales commissions advanced by OFDI at the time of sale of such shares.
OppenheimerFunds Services (OFS), a division of the Manager, is the
transfer and shareholder servicing agent for the Fund, and for other registered
investment companies. OFS's total costs of providing such services are allocated
ratably to these companies.
The Fund has adopted a Service Plan for Class A shares to reimburse OFDI
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. OFDI uses the service fee to reimburse
brokers, dealers, banks and other financial institutions quarterly for providing
personal service and maintenance of accounts of their customers that hold Class
A shares. During the seven months ended July 31, 1996, OFDI paid $36,675 to an
affiliated broker/dealer as reimbursement for Class A personal service and
maintenance expenses.
15 Oppenheimer Cash Reserves
<PAGE>
Notes to Financial Statements (Continued)
================================================================================
3. Management Fees
And Other Transactions
With Affiliates
(continued)
The Fund has adopted compensation type Distribution and Service Plans for Class
B and Class C shares to compensate OFDI for its services and costs in
distributing Class B and Class C shares and servicing accounts. Under the Plans,
the Fund pays OFDI an annual asset-based sales charge of 0.75% per year on Class
B shares that are outstanding for 6 years or less and on Class C shares, as
compensation for sales commissions paid from its own resources at the time of
sale and associated financing costs. If the Plans are terminated by the Fund,
the Board of Trustees may allow the Fund to continue payments of the asset-based
sales charge to OFDI for certain expenses it incurred before the Plans were
terminated. OFDI may also receive a service fee of 0.25% per year as
compensation 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 financial institutions. At present, these
service fees are set at zero for Class B and Class C shares. Both fees are
computed on the average annual net assets of Class B and Class C shares,
determined as of the close of each regular business day. During the seven months
ended July 31, 1996, OFDI retained $213,755 and $27,497, respectively, as
compensation 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 (+)
A-1
<PAGE>
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.
A-2
<PAGE>
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.
A-3
<PAGE>
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
A-4
<PAGE>
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.
A-5
<PAGE>
Appendix B
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric
Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
B-1
<PAGE>
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
OppenheimerFunds 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
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PX 0760.001 1196
<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 1/20/95: Filed with Registrant's Post-Effective Amendment No. 10,
4/25/95, and incorporated herein by reference.
(2) Registrant's By-Laws as amended through 6/26/90: Filed
with Registrant's Post-Effective Amendment No. 5, 4/29/92, refiled with
Registrant's Post-Effective Amendment No. 10, 4/25/95, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(3) Not applicable.
(4) (i)Specimen Share Certificate for Class A Shares: Filed
herewith.
C-1
<PAGE>
(ii) Specimen Share Certificate for Class B Shares: Filed
herewith.
(iii) Specimen Share Certificate for Class C Shares: Filed
herewith.
(5) Investment Advisory Agreement dated 10/22/90: Filed with
Registrant's Post-Effective Amendment No. 3, 2/28/91, refiled with
Registrant's Post-Effective Amendment No. 10, 4/25/95, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(6)(i) General Distributor's Agreement dated 10/13/92: Filed
with Registrant's Post-Effective Amendment No. 10, 4/25/95 and
incorporated herein by reference.
(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.: Filed with Registrant's Post-Effective Amendment No. 5,
4/29/92, refiled with Registrant's Post-Effective Amendment No. 10,
4/25/95, pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
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<PAGE>
(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, refiled with Registrant's Post-Effective Amendment No. 10,
4/25/95, pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(ii) Opinion and Consent of Counsel dated 2/22/91: Filed
with Registrant's Post-Effective Amendment No. 3, 2/28/91, refiled with
Registrant's Post-Effective Amendment No. 10, 4/25/95, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(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, 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. 15 to the Registration Statement
of Oppenheimer Mortgage Income Fund (Reg. No. 33-6614), 10/19/95, and
incorporated herein by reference.
(v) Form of prototype 401(k) Plan: Filed with Post-
Effective amendment No. 7 to the Registration Statement of Oppenheimer
Strategic Income & Growth Fund (Reg. No. 33-47378), 9/28/95, 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 with Registrant's Post-Effective Amendment No.
10, 4/25/95, and incorporated herein by reference.
(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: 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. 5, 4/30/92, refiled with Registrant's Post-Effective Amendment No. 10,
4/25/95, pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(16) Performance Data Calculations: Filed herewith.
(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.
(18) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 dated
10/24/95: Filed with Post-Effective Amendment No. 12 to the Registration
Statement of Oppenheimer California Tax-Exempt Fund (Reg. No. 33-23566),
11/1/95, and incorporated herein by reference.
- -- Powers of Attorney: Sam Freedman filed herewith; Bridget A. Macaskill
filed with Registrant's Post-Effective Amendment No. 12 , filed April 12,
1996; others previously filed with Registrant's Post-Effective Amendment
C-3
<PAGE>
No. 8, 4/29/94, and incorporated herein by reference.
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 November 1, 1996
-------------- -------------------
Shares of Beneficial Interest
Class A 20,617
Class B 3,242
Class C 557
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.
C-4
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------
(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant;
it and certain subsidiaries and affiliates act in the same capacity to other
registered investment companies as described in Parts A and B hereof and listed
in Item 28(b) below.
(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each officer
and director of OppenheimerFunds, Inc. is, or at any time during the past two
fiscal years has been, engaged for his/her own account or in the capacity of
director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Name & Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
- --------------------------- -------------------------------
<S> <C>
Mark J.P. Anson,
Vice President Vice President of Oppenheimer Real
Asset Management, Inc. ("ORAMI");
formerly Vice President of Equity
Derivatives at Salomon Brothers,
Inc.
Peter M. Antos,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; Senior Vice President of
HarbourView; prior to March, 1996
he was the senior equity portfolio
manager for the Panorama Series
Fund, Inc. (the "Company") and
other mutual funds and pension
funds managed by G.R. Phelps & Co.
Inc. ("G.R. Phelps"), the
Company's former investment
adviser, which was a subsidiary of
Connecticut Mutual Life Insurance
Company; was also responsible for
managing the common stock
department and common stock
C-5
<PAGE>
investments of Connecticut Mutual
Life Insurance Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds;
formerly a
Vice President
and Senior
Portfolio
Manager at
First of
America
Investment
Corp.
Ellen Batt,
Assistant Vice President None
Kathleen Beichert,
Assistant Vice President Formerly employed by Smith Barney,
Inc.
David Bernard,
Vice President Previously a Regional Sales
Director for Retirement Plan
Services at Charles Schwab & Co.,
Inc.
Robert J. Bishop,
Vice President Assistant Treasurer of the
Oppenheimer Funds (listed below);
previously a Fund Controller for
OppenheimerFunds, Inc. (the
"Manager").
C-6
<PAGE>
George Bowen,
Senior Vice President & Treasurer Treasurer of the New York-based
Oppenheimer Funds; Vice President,
Assistant Secretary and Treasurer
of the Denver-based Oppenheimer
Funds. Vice President and
Treasurer of OppenheimerFunds
Distributor, Inc. (the
"Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment
adviser subsidiary of the Manager;
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 the Manager;
Director, Treasurer and Chief
Executive Officer of MultiSource
Services, Inc.; Vice President and
Treasurer of Oppenheimer Real
Asset Management, Inc.; President,
Treasurer and Director of
Centennial Capital Corporation;
Vice President and Treasurer of
Main Street Advisers.
Scott Brooks,
Assistant Vice President None.
Susan Burton,
Assistant Vice President Previously a Director of
Educational Services for H.D. Vest
Investment Securities, Inc.
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<PAGE>
Michael A. Carbuto,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds; Vice
President of
Centennial.
Ruxandra Chivu,
Assistant Vice President None.
O. Leonard Darling,
Executive Vice President Formerly Co-Director of Fixed
Income for State Street Research &
Management Co.
Robert A. Densen,
Senior Vice President None.
Robert Doll, Jr.,
Executive Vice President and
Director An officer
and/or
portfolio
manager of
certain
Oppenheimer
funds.
John Doney,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Secretary of the New York-based
Oppenheimer Funds; Vice President
and Secretary of the Denver-based
Oppenheimer Funds; Secretary of
the Oppenheimer Quest and
Oppenheimer Rochester Funds;
Executive Vice President, Director
and General Counsel of the
Distributor; President and a
Director of Centennial; Chief
Legal Officer and a Director of
MultiSource Services, Inc.;
President and a Director of
Oppenheimer Real Asset Management,
Inc.; Executive Vice President,
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<PAGE>
General
Counsel and
Director of
SFSI and SSI;
formerly
Senior Vice
President and
Associate
General
Counsel of the
Manager and
the
Distributor.
George Evans,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Scott Farrar,
Vice President Assistant Treasurer of the New
York-based and Denver-based
Oppenheimer funds.
Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of
OppenheimerFunds Distributor,
Inc.; Secretary of HarbourView
Asset Management Corporation,
MultiSource Services, Inc. and
Centennial Asset Management
Corporation; Secretary, Vice
President and Director of
Centennial Capital Corporation;
Vice President and Secretary of
ORAMI.
Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director and/or
portfolio manager of certain
Oppenheimer funds. Formerly
Chairman of the Board and Director
of Rochester Fund Distributors,
Inc. ("RFD"), President and
Director of Fielding Management
Company, Inc. ("FMC"), President
and Director of Rochester Capital
Advisors, Inc. ("RCAI"), Managing
Partner of Rochester Capital
Advisors, L.P., President and
Director of Rochester Fund
Services, Inc. ("RFS"), President
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<PAGE>
and Director of Rochester Tax
Managed Fund, Inc.
John Fortuna,
Vice President None.
Patricia Foster,
Vice President An officer of certain Oppenheimer
funds; Secretary and General
Counsel of Rochester Capital
Advisors, L.P. and Secretary of
Rochester Tax Managed Fund, Inc.
Robert G. Galli,
Vice Chairman Trustee of the New York-based
Oppenheimer Funds; Vice President
and Counsel of OAC; formerly he
held the following positions: Vice
President and a director of
HarbourView and Centennial, a
director of SFSI and SSI, an
officer of other Oppenheimer
Funds.
Linda Gardner,
Assistant Vice President None.
Janelle Gellerman,
Assistant Vice President None.
Jill Glazerman, None.
Assistant Vice President
Ginger Gonzalez,
Vice President, Director of
Marketing Communications
Formerly 1st
Vice President
/ Director of
Graphic and
Print
Communications
for Shearson
Lehman
Brothers.
C-10
<PAGE>
Mildred Gottlieb,
Assistant Vice President Formerly served as a Strategy
Consultant for the Private Client
Division of Merrill Lynch.
Caryn Halbrecht,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds;
formerly Vice
President of
Fixed Income
Portfolio
Management at
Bankers Trust.
Barbara Hennigar,
Executive Vice President and
President and Chief Executive
Officer of OppenheimerFunds
Services, a division of
the Manager
President and
Director of
SFSI;
President and
Chief
Executive
Officer of
SSI.
Dorothy Hirshman,
Assistant Vice President None.
Alan Hoden,
Vice President None.
Merryl Hoffman,
Vice President None.
Scott T. Huebl,
Assistant Vice President None.
C-11
<PAGE>
Richard Hymes,
Assistant Vice President None.
Jane Ingalls,
Assistant Vice President Formerly a Senior Associate with
Robinson, Lake/Sawyer Miller.
Ronald Jamison,
Vice President Formerly Vice President and
Associate General Counsel at
Prudential Securities, Inc.
Frank Jennings,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Managing
Director of Global Equities at
Paine Webber's Mitchell Hutchins
division.
Heidi Kagan,
Assistant Vice President None.
Thomas W. Keffer,
Vice President Formerly Senior Managing Director
of Van Eck Global.
Avram Kornberg,
Vice President Formerly a Vice President with
Bankers Trust.
Paul LaRocco,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Securities
Analyst for Columbus Circle
Investors.
C-12
<PAGE>
Michael Levine,
Assistant Vice President None.
Stephen F. Libera,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; a Vice President of
HarbourView; prior to March, 1996
he was the senior bond portfolio
manager for Panorama Series Fund,
Inc., other mutual funds and
pension accounts managed by G.R.
Phelps; was also responsible for
managing the public fixed-income
securities department at
Connecticut Mutual Life Insurance
Co.
Mitchell J. Lindauer,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Bridget Macaskill,
President, Chief Executive Officer
and Director President, Director and Trustee of
the New York-based and the Denver-
based Oppenheimer funds; President
and a Director of OAC, HarbourView
and Oppenheimer Partnership
Holdings, Inc.; Director of ORAMI;
Chairman and Director of SSI; a
Director of Oppenheimer Real Asset
Management, Inc.
Timothy Martin,
Assistant Vice President Formerly Vice President, Mortgage
Trading, at S.N. Phelps & Co.,
Salomon Brothers, and Kidder
Peabody.
C-13
<PAGE>
Sally Marzouk,
Vice President None.
Lisa Migan,
Assistant Vice President, None.
Robert J. Milnamow,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Portfolio
Manager with Phoenix Securities
Group.
Denis R. Molleur,
Vice President None.
Kenneth Nadler,
Vice President None.
David Negri,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Robert E. Patterson,
Senior Vice President
An officer
and/or
portfolio
manager of
certain
Oppenheimer
funds.
John Pirie,
Assistant Vice President Formerly a Vice President with
Cohane Rafferty Securities, Inc.
Tilghman G. Pitts III,
Executive Vice President Chairman and Director of the
Distributor.
C-14
<PAGE>
Jane Putnam,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Formerly
Senior
Investment
Officer and
Portfolio
Manager with
Chemical Bank.
Russell Read,
Vice President Consultant for Prudential
Insurance on behalf of the General
Motors Pension Plan.
Thomas Reedy,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly a Securities
Analyst for the Manager.
David Robertson,
Vice President None.
Adam Rochlin,
Vice President Formerly a Product Manager for
Metropolitan Life Insurance
Company.
Michael S. Rosen
Vice President; President:
Rochester Division An officer and/or portfolio
manager of certain Oppenheimer
funds. Formerly Vice President of
RFS, President and Director of
RFD, Vice President and Director
of FMC, Vice President and
director of RCAI, General Partner
of RCA, an officer and/or
portfolio manager of certain
Oppenheimer funds.
David Rosenberg,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
C-15
<PAGE>
Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; formerly Vice President and
Portfolio Manager/Security Analyst
for Oppenheimer Capital Corp., an
investment adviser.
Lawrence Rudnick,
Assistant Vice President Formerly Vice President of Dollar
Dry Dock Bank.
James Ruff,
Executive Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President Formerly Vice President of
Citicorp Investment Services.
Diane Sobin,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds;
formerly a
Vice President
and Senior
Portfolio
Manager for
Dean Witter
InterCapital,
Inc.
Richard A. Soper, None.
Assistant Vice President
Nancy Sperte,
Executive Vice President
None.
Donald W. Spiro,
Chairman Emeritus Vice
Chairman and
Trustee of the
New York-based
Oppenheimer
Funds;
formerly
Chairman of
the Manager
and the
Distributor.
C-16
<PAGE>
Arthur Steinmetz,
Senior Vice President
An officer
and/or
portfolio
manager of
certain
Oppenheimer
funds.
Ralph Stellmacher,
Senior Vice President
An officer
and/or
portfolio
manager of
certain
Oppenheimer
funds.
John Stoma,
Senior Vice President,
Director Retirement Plans Formerly Vice President of U.S.
Group Pension Strategy and
Marketing for Manulife Financial.
Michael C. Strathearn,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; a Vice President of
HarbourView; prior to March, 1996
he was an equity portfolio manager
for Panorama Series Fund, Inc. and
other mutual funds and pension
accounts managed by G.R. Phelps.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee,
Director or Managing Partner of
the Denver-based Oppenheimer
Funds; President and a Director
of Centennial; formerly President
and Director of OAMC, and Chairman
of the Board of SSI.
James Tobin,
Vice President None.
C-17
<PAGE>
Jay Tracey,
Vice President Vice President of the Manager;
Vice President and Portfolio
Manager of Oppenheimer Discovery
Fund, Oppenheimer Global Emerging
Growth Fund and Oppenheimer
Enterprise Fund. Formerly
Managing Director of Buckingham
Capital Management.
Gary Tyc,
Vice President, Assistant
Secretary and Assistant Treasurer Assistant Treasurer of the
Distributor and SFSI.
Ashwin Vasan,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Valerie Victorson,
Vice President None.
Dorothy Warmack,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds.
Jerry A. Webman,
Senior Vice President
Director of
New York-based
tax-exempt
fixed income
Oppenheimer
Funds;
Formerly
Managing
Director and
Chief Fixed
Income
Strategist at
Prudential
Mutual Funds.
Christine Wells,
Vice President None.
Kenneth B. White,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; a Chartered Financial
Analyst; Vice President of
HarbourView; prior to March, 1996
he was an equity portfolio manager
C-18
<PAGE>
for Panorama Series Fund, Inc. and
other mutual funds and pension
funds managed by G.R. Phelps.
William L. Wilby,
Senior Vice President
An officer
and/or
portfolio
manager of
certain
Oppenheimer
funds; Vice
President of
HarbourView.
Carol Wolf,
Vice President An officer and/or portfolio
manager of certain Oppenheimer
funds; Vice President of
Centennial; Vice President,
Finance and Accounting and member
of the Board of Directors of the
Junior League of Denver, Inc.
Robert G. Zack,
Senior Vice President and
Assistant Secretary
Associate
General
Counsel of the
Manager;
Assistant
Secretary of
the
Oppenheimer
Funds;
Assistant
Secretary of
SSI, SFSI; an
officer of
other
Oppenheimer
Funds.
Arthur J. Zimmer,
Vice President An
officer and/or
portfolio
manager of
certain
Oppenheimer
funds; Vice
President of
Centennial.
</TABLE>
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds, and the Rochester-based Oppenheimer
Funds, set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
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<PAGE>
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer New York Municipal Fund
Oppenheimer Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Municipal Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Denver-based Oppenheimer Funds
- ------------------------------
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.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
C-20
<PAGE>
Rochester-based Oppenheimer Funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For
Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term
New York Municipal Fund
The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, OppenheimerFunds 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 Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital
Corp., Oppenheimer Real Asset Management, Inc., MultiSource Services,
Inc. and Oppenheimer Real Asset Management, Inc. is 3410 South Galena
Street, Denver, Colorado 80231.
The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New
York 14625-2807.
Item 29. Principal Underwriter
- -------- ---------------------
(a)OppenheimerFunds 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 OppenheimerFunds,
Inc. 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>
Susan P. Bader ++ Assistant Vice President None
C-21
<PAGE>
Christopher Blunt Vice President None
38954 Plumbrook Drive
Farmington Hills, MI 48331
George Clarence Bowen+ Vice President & Treasurer Vice President
and Treasurer
of the NY-
based
Oppenheimer
funds / Vice
President,
Secretary and
Treasurer of
the Denver-
based Oppen-
heimer funds
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Maryann Bruce* Senior Vice President - None
Director - Financial
Institution Div.
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Bill Coughlin Vice President None
3425 1/2 Irving Avenue So.
Minneapolis, MN 55408
Mary Crooks+ Senior Vice President None
C-22
<PAGE>
Paul Delli-Bovi Vice President None
750 W. Broadway
Apt. 5M
Long Beach, NY 11561
E. Drew Devereaux ++ Assistant Vice President None
Andrew John Donohue* Executive Vice Secretary of
President, General the New York-
Counsel and Director based Oppen-
heimer funds /
Vice President
of the Denver-
based Oppen-
heimer funds
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
C-23
<PAGE>
Ronald H. Fielding++ Vice President; Chairman:
Rochester Division None
Reed F. Finley Vice President - None
320 E. Maple, Ste. 254 Financial Institution Div.
Birmingham, MI 48009
Wendy Fishler* Vice President - None
Financial Institution Div.
Ronald R. Foster Senior Vice President None
139 Avant Lane
Cincinatti, OH 45249
Patricia Gadecki Vice President None
3906 Americana Drive
Tampa, FL 3334
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
111 Rexford Court
Summerville, SC 29485
Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President None
C-24
<PAGE>
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Ilene Kutno* Vice President - None
Director - Regional Sales
Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
John McDonough Vice President None
P.O. Box 760
50 Riverview Road
New Castle, NH 03854
Laura Mulhall* Senior Vice President - None
Director of Key Accounts
Timothy G. Mulligan ++ Vice President None
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Wendy Murray Vice President None
114-B Larchmont Acres West
Larchmont, NY 10538
Joseph Norton Vice President None
2518 Fillmore Street
Apt. 1
San Francisco, CA 94115
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
C-25
<PAGE>
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
1777 Larimer St. #807
Denver, CO 80202
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.,
Director -
Key Accounts
Minnie Ra Vice President - None
0895 Thirty-First Ave. Financial Institution Div.
Apt. 4
San Francisco, CA 94121
Michael Raso Vice President None
30 Hommocks Road
Apt. 30
Larchmont, NY 10538
John C. Reinhardt ++ Vice President None
Ian Robertson Vice President None
4204 Summit Way
Marietta, GA 30066
C-26
<PAGE>
Michael S. Rosen++ Vice President, President:
Rochester Division None
Kenneth Rosenson Vice President None
3802 Knickerbocker Place
Apt. 3D
Indianapolis, IN 46240
James Ruff* President None
Timothy Schoeffler Vice President None
1717 Fox Hall Road
Washington, DC 20007
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
3114 Hickory Run
Sugarland, TX 77479
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker ++ Vice President None
Michael Stenger Vice President None
8572 Saint Ives Place
Cincinnati, OH 45255
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
C-27
<PAGE>
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
David G. Thomas Vice President - None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112
Philip 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
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807 (the "Rochester
Division")
</TABLE>
(c) Not applicable.
C-28
<PAGE>
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 OppenheimerFunds, Inc., 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.
C-29
<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 26th day of November, 1996.
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:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ James C. Swain* Chairman of the November 26, 1996
- ------------------ Board of Trustees
James C. Swain
/s/ Jon S. Fossel* Trustee November 26, 1996
- --------------------
Jon S. Fossel
/s/ George C. Bowen* Chief Financial November 26, 1996
- ------------------- and Accounting
George C. Bowen Officer, Vice President
and Treasurer
/s/ Robert G. Avis* Trustee November 26, 1996
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee November 26, 1996
- --------------------
William A. Baker
C-30
<PAGE>
/s/ Charles Conrad, Jr.* Trustee November 26, 1996
- -----------------------
Charles Conrad, Jr.
/s/ Sam Freedman Trustee November 26, 1996
- ----------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee November 26, 1996
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee November 26, 1996
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee November 26, 1996
- ----------------------
Robert M. Kirchner
/s/ Bridget A. Macaskill* President and November 26, 1996
- ------------------------ Trustee
Bridget A. Macaskill
/s/ Ned M. Steel* Trustee November 26, 1996
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
C-31
<PAGE>
OPPENHEIMER CASH RESERVES
EXHIBIT INDEX
Exhibit No.
24(b)(4)(i) Specimen Class A Share Certificate
24(b)(4)(ii) Specimen Class B Share Certificate
24(b)(4)(iii) Specimen Class C Share Certificate
24(b)(11) Independent Auditors' Consent
24(b)(16) Performance Data Calculation 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
---- Power of Attorney of Sam Freedman
C-32
Exhibit 24(b)(4)(ii)
OPPENHEIMER CASH RESERVES
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) share certificate no.
(upper right box with heading: CLASS A SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER CASH RESERVES
A MASSACHUSETTS BUSINESS TRUST
(at left)THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683953 103
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER CASH RESERVES
(hereinafter called the "Fund"), transferable only on
the books of the Fund by the holder hereof in person
or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate
and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Fund to all of which the
holder by acceptance hereof assents. This certificate
is not valid until countersigned by the Transfer
Agent.
<PAGE>
WITNESS the facsimile seal of the Fund and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
----------------------- -------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER CASH RESERVES
SEAL
1988
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,Inc.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common TEN ENT - as tenants by the entirety JT TEN WROS
NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
<PAGE>
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received_____________________hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
- -----------------------------------------------------------------------
(Please print or type name and address of assignee)
- ------------------------------------------------------------------------
________________________________________________Class A Shares of beneficial
interest represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of substitution in
the premises.
Dated: ______________________
Signed: ________________________________
-----------------------------------
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
<PAGE>
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
-------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(ii)
OPPENHEIMER CASH RESERVES
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) share certificate no.
(upper right box with heading: CLASS B SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER CASH RESERVES
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683953 202
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER CASH RESERVES
(hereinafter called the "Fund"), transferable only on
the books of the Fund by the holder hereof in person
or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate
and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Fund to all of which the
holder by acceptance hereof assents. This certificate
is not valid until countersigned by the Transfer
Agent.
<PAGE>
WITNESS the facsimile seal of the Fund and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
----------------------- -------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER CASH RESERVES
SEAL
1988
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMERFUNDS, INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common TEN ENT - as tenants by the entirety JT TEN WROS
NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
<PAGE>
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
- -----------------------------------------------------------------------
(Please print or type name and address of assignee)
- ------------------------------------------------------------------------
________________________________________________Class B Shares of beneficial
interest represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
-----------------------------------
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
<PAGE>
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
-------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(4)(iii)
OPPENHEIMER CASH RESERVES
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) share certificate no.
(upper right box with heading: CLASS C SHARES
below cert. no.)
(centered
below boxes) OPPENHEIMER CASH RESERVES
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 683953 301
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF BENEFICIAL INTEREST OF
OPPENHEIMER CASH RESERVES
(hereinafter called the "Fund"), transferable only on
the books of the Fund by the holder hereof in person
or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate
and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Fund to all of which the
holder by acceptance hereof assents. This certificate
is not valid until countersigned by the Transfer
Agent.
<PAGE>
WITNESS the facsimile seal of the Fund and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
----------------------- -------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER CASH RESERVES
SEAL
1988
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common TEN ENT - as tenants by the entirety JT TEN WROS
NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
<PAGE>
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
- -----------------------------------------------------------------------
(Please print or type name and address of assignee)
- ------------------------------------------------------------------------
________________________________________________Class C Shares of beneficial
interest represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
-----------------------------------
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
<PAGE>
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
-------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 24(b)(11)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 12 to Registration
Statement No. 33-23223 of Oppenheimer Cash Reserves of our report dated August
21, 1996 appearing in the Statement of Additional Information, which is a part
of such Registration Statement, and to the reference to us under the heading
"Financial Highlights" appearing in the Prospectus, which is also a part of such
Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
November 15, 1996
Oppenheimer Cash Reserves
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 07/31/96:
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 $)
07/25/96 .0001203
07/26/96 .0001196
07/27/96 .0001196
07/28/96 .0001196
07/29/96 .0001178
07/30/96 .0001161
07/31/96 .0001152
--------
Seven Day
Total: .0008282
Current Yield: $0.0008282/7 x 365 = 4.32%
365/7
Effective Yield: (.0008282 + 1) - 1 = 4.41%
Class B Shares
Date Daily Accrual Per Share (in $)
07/25/96 .0001059
07/26/96 .0001046
07/27/96 .0001046
07/28/96 .0001046
07/29/96 .0001029
07/30/96 .0001007
07/31/96 .0001002
--------
Seven Day
Total: .0007235
Current Yield: $0.0007235/7 x 365 = 3.77%
365/7
Effective Yield: (.0007235 + 1) - 1 = 3.84%
<PAGE>
Oppenheimer Cash Reserves
Page 2
1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 07/31/96 (Continued):
Class C Shares
Date Daily Accrual Per Share (in $)
07/25/96 .0001048
07/26/96 .0001044
07/27/96 .0001044
07/28/96 .0001045
07/29/96 .0001026
07/30/96 .0001001
07/31/96 .0001000
--------
Seven Day
Total: .0007208
Current Yield: $0.0007208/7 x 365 = 3.76%
365/7
Effective Yield: (.0007208 + 1) - 1 = 3.83%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 836423
<NAME> OPPENHEIMER CASH RESERVES A
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 271,343,457
<INVESTMENTS-AT-VALUE> 271,343,457
<RECEIVABLES> 1,049,262
<ASSETS-OTHER> 175,419
<OTHER-ITEMS-ASSETS> 120,882
<TOTAL-ASSETS> 272,689,020
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,368,372
<TOTAL-LIABILITIES> 5,368,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 267,328,430
<SHARES-COMMON-STOCK> 170,093,786
<SHARES-COMMON-PRIOR> 148,591,032
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (7,782)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 170,030,647
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,612,252
<OTHER-INCOME> 0
<EXPENSES-NET> 1,446,118
<NET-INVESTMENT-INCOME> 5,166,134
<REALIZED-GAINS-CURRENT> (6,753)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,159,381
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,897,426
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 265,507,057
<NUMBER-OF-SHARES-REDEEMED> 247,481,642
<SHARES-REINVESTED> 3,477,339
<NET-CHANGE-IN-ASSETS> 76,389,846
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (6,506)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 596,591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,446,118
<AVERAGE-NET-ASSETS> 149,888,864
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 836423
<NAME> OPPENHEIMER CASH RESERVES B
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 271,343,457
<INVESTMENTS-AT-VALUE> 271,343,457
<RECEIVABLES> 1,049,262
<ASSETS-OTHER> 175,419
<OTHER-ITEMS-ASSETS> 120,882
<TOTAL-ASSETS> 272,689,020
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,368,372
<TOTAL-LIABILITIES> 5,368,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 267,328,430
<SHARES-COMMON-STOCK> 85,573,179
<SHARES-COMMON-PRIOR> 37,377,546
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (7,782)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 85,573,467
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,612,252
<OTHER-INCOME> 0
<EXPENSES-NET> 1,446,118
<NET-INVESTMENT-INCOME> 5,166,134
<REALIZED-GAINS-CURRENT> (6,753)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,159,381
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,119,443
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 175,381,171
<NUMBER-OF-SHARES-REDEEMED> 128,021,880
<SHARES-REINVESTED> 836,342
<NET-CHANGE-IN-ASSETS> 76,389,846
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (6,506)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 596,591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,446,118
<AVERAGE-NET-ASSETS> 49,225,519
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 836423
<NAME> OPPENHEIMER CASH RESERVES C
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 271,343,457
<INVESTMENTS-AT-VALUE> 271,343,457
<RECEIVABLES> 1,049,262
<ASSETS-OTHER> 175,419
<OTHER-ITEMS-ASSETS> 120,882
<TOTAL-ASSETS> 272,689,020
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,368,372
<TOTAL-LIABILITIES> 5,368,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 267,328,430
<SHARES-COMMON-STOCK> 11,716,135
<SHARES-COMMON-PRIOR> 5,023,417
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (7,782)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 11,716,534
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,612,252
<OTHER-INCOME> 0
<EXPENSES-NET> 1,446,118
<NET-INVESTMENT-INCOME> 5,166,134
<REALIZED-GAINS-CURRENT> (6,753)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,159,381
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 143,788
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,552,967
<NUMBER-OF-SHARES-REDEEMED> 25,976,482
<SHARES-REINVESTED> 116,233
<NET-CHANGE-IN-ASSETS> 76,389,846
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (6,506)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 596,591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,446,118
<AVERAGE-NET-ASSETS> 6,332,922
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his capacity as a trustee of OPPENHEIMER CASH
RESERVES, a Massachusetts business trust (the "Fund"), to sign on his behalf any
and all Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
Dated this 27th day of June, 1996.
/s/ Sam Freedman
- ------------------
Sam Freedman
