OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND
Supplement dated January 25, 1994 to the Prospectus dated April 30, 1993
The Prospectus is amended as follows:
1. The Prospectus supplements dated May 26, 1993 and September 24,
1993 are hereby deleted.
2. The following statement is added to the front cover page of the
Prospectus:
Shares of the Fund are not deposits or obligations of any bank,
are not guaranteed by any bank, and are not insured by the FDIC or
any other agency, and involve investment risks, including the
possible loss of principal.
3. In the section titled "Fund Expenses" on page two, the following
changes are made:
(a) The table captioned "Annual Fund Operating Expenses
(Restated) (as a percentage of average net assets)" is replaced
with the following:
Annual Fund Operating Expenses (Restated) Class A Class B
(as a percentage of average net assets) Shares Shares
Management Fees 0.60% 0.60%
12b-1 (Distribution Plan) Fees 0.15% 0.90%
Other Expenses 0.64% 0.64%
----- -----
Total Fund Operating Expenses 1.39% 2.14%
(b) The first full paragraph on page three is replaced with the
following:
The purpose of this table is to assist an investor in
understanding the various costs and expenses that an investor in the
Fund will bear directly (shareholder transaction expenses) or
indirectly (annual fund operating expenses). The "Annual Fund
Operating Expenses" in the table above are restated to reflect the
termination, effective May 26, 1993, of a voluntary expense
assumption by the Fund's investment adviser, Oppenheimer Management
Corporation (the "Manager"). Such restatement sets forth what the
Fund's management fee and operating expenses would have been in the
Fund's fiscal year ended December 31, 1992 had no expense assumption
been in effect that year. After giving effect to the expense
assumptions that were undertaken by the Manager during that fiscal
year, the management fee was .27% of average annual net assets and
total Fund operating expenses were 1.06% of average annual net
assets. See "Investment Management Services" in the Additional
Statement for further details. The sales charge rate shown for Class
A shares is the current maximum rate applicable to purchases of Class
A shares of the Fund. Investors in Class A shares may be entitled
to reduced sales charges based on the amount purchased or the value
of shares already owned and may be subject to a contingent deferred
sales charge in limited circumstances (see "How to Buy Shares - Class
A Contingent Deferred Sales Charge"). Class B shares were not
publicly offered during the fiscal year ended December 31, 1992. The
"Annual Fund Operating Expenses" as to Class B shares are estimates
based on amounts that would have been payable in that period,
assuming that Class B shares were outstanding during such fiscal
year. The actual amount of such fees and expenses in the current and
future years will depend on a number of factors, including the actual
average net assets of Class B Shares during such years. "Other
Expenses" includes such expenses as custodial and transfer agent
fees, and audit, legal and other business operating expenses, but
excludes extraordinary expenses. For further details, see "Dual
Class Methodology" and the Fund's financial statements, both included
in the Additional Statement.
(c) The paragraph above the hypothetical expense example and the
hypothetical expense example on page 3 are replaced by the following:
The following example applies the restated total Fund operating
expenses in the chart above and the current maximum sales charges to
a hypothetical $1,000 investment in shares of the Fund over the time
periods shown below assuming a 5% annual rate of return on the
investment. The amounts shown below are the cumulative costs of such
hypothetical $1,000 investment for the periods shown, and except as
indicated in lines 3 and 4, assume that the shares are redeemed at
the end of such stated period.
1 year 3 years 5 years 10 years(1)
1. Class A Shares $61 $89 $120 $206
2. Class B Shares $72 $97 $135 $211
3. Class A Shares,
assuming no
redemption $61 $89 $120 $206
4. Class B Shares,
assuming no
redemption $22 $67 $115 $211
____________________
(1) Class B shares convert to Class A shares under the terms and
conditions described under "How to Buy Shares - Class B Conversion
Feature." Therefore, years 7 through 10 reflect the Class A expenses
shown above. Long-term shareholders of Class B shares could pay the
economic equivalent, through the asset-based sales charge and contingent
deferred sales charge imposed on Class B shares, of more than the maximum
front-end sales charges permitted under applicable regulatory
requirements. The Conversion Feature is intended to minimize the
likelihood that this will occur.
4. The first sentence of the third paragraph of "How To Buy Shares -
Class B shares - Class B Distribution Plan" is corrected to read as
follows:
The Distributor currently expects to pay sales commissions from its own
resources to authorized dealers or brokers at the time of sale equal to
3.85% of the purchase price of Fund shares sold by such dealer or broker,
and to advance the first year service fee, which is currently 0.15%.
January 25, 1994 PS740
<PAGE>
OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND
Supplement dated May 26, 1993 to the
Statement of Additional Information dated April 30, 1993
The Statement of Additional Information is amended as follows:
1. The third paragraph under the heading "Investment Management Services"
on page 18 is replaced by the following:
The Agreement contains no provision whereby the Fund's
expenses are limited by an assumption of those expenses by the
Manager. However, independently of the Agreement, the Manager has
voluntarily agreed to assume the Fund's expenses to the extent
required so that the total expenses of the Fund (including the
advisory fee but excluding taxes, interest, brokerage fees, Rule
12b-1 Distribution Plan expenses and extraordinary expenses such
as litigation costs) shall not exceed the most stringent state
regulatory limitation on Fund expenses applicable to the
distribution of shares of the Fund. In addition, prior to May 26,
1993, independently of the Agreement, the Manager had also
voluntarily agreed to assume expenses of the Fund (subject to the
limits described in the foregoing sentence) in an amount equal to
0.20% of the Fund's average annual net assets. Effective May 26,
1993, this additional voluntary expense assumption was terminated.
The payment of the management fee will be reduced monthly to the
extent necessary so that there will not be any accrued but unpaid
liability under any expense assumption undertaking. The Manager
reserves the right to modify or terminate a voluntary expense
assumption undertaking at any time. Any assumption of the Fund's
expenses under a voluntary undertaking would lower the Fund's
overall expense ratio and increase its total return during any
period in which expenses are limited.
May 26, 1993
