PROSPECTUS
DATED MARCH 11, 1996
LIMITED TERM
NEW YORK
MUNICIPAL FUND
- --------------------------------------------------------------------------------
Rochester Portfolio Series is mutual fund consisting of one portfolio,
Limited Term New York Municipal Fund (the "Fund"), which has two classes of
shares, Class A Shares and Class B Shares. The Fund's investment objective is to
provide shareholders with as high a level of income exempt from Federal, New
York State and New York City personal income taxes as is consistent with its
investment policies and prudent investment management. The Fund intends to
invest primarily in a portfolio of investment grade obligations with a dollar
weighted average effective maturity of five years or less. There can be no
assurance that the investment objective of the Fund will be realized.
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 March
11, 1996 Statement of Additional Information. For a free copy, call
OppenheimerFunds Service, 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 OppenheimerFunds]
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT
GUARANTEED BY ANY BANK, 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 SECURITIESAND
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.
TABLE OF CONTENTS
Page
----
ABOUT THE FUND ........................................................... 2
EXPENSES ................................................................. 2
A BRIEF OVERVIEW OF THE FUND ............................................. 3
FINANCIAL HIGHLIGHTS ..................................................... 5
INVESTMENT OBJECTIVE AND POLICIES ........................................ 6
INVESTMENT POLICIES AND STRATEGIES ....................................... 6
INVESTMENT CONSIDERATIONS ................................................ 9
HOW THE FUND IS MANAGED .................................................. 11
PERFORMANCE OF THE FUND .................................................. 12
ABOUT YOUR ACCOUNT ....................................................... 13
HOW TO BUY SHARES ........................................................ 13
Class A Shares .......................................................... 13
Class B Shares .......................................................... 13
SPECIAL INVESTOR SERVICES ................................................ 18
AccountLink ............................................................. 18
Automatic Withdrawal and Exchange Plans ................................. 19
Reinvestment Privilege .................................................. 19
HOW TO SELL SHARES ....................................................... 20
By Mail ................................................................. 20
By Telephone ............................................................ 20
HOW TO EXCHANGE SHARES ................................................... 21
SHAREHOLDER ACCOUNT RULES AND POLICIES ................................... 22
DIVIDENDS, CAPITAL GAINS AND TAXES ....................................... 23
<PAGE>
ABOUT THE FUND
EXPENSES
The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services, and those
expenses are subtracted from the Fund's assets to calculate the Fund's net asset
value per share. All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as sales charges and account
transaction charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and your share of the Fund's
business operating expenses that you will bear indirectly. The calculations are
based on the Fund's expenses during its last fiscal year ended December 31,
1995.
[ ] SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or
sell shares of the Fund. Please refer to "About Your Account," for an
explanation of how and when these charges apply.
Class A Class B
Shares Shares
------- -------
Maximum Sales Charge on
Purchase (as a % of
offering price) .................. 2.00%(1) None
Sales Charge on Reinvested
Dividends ........................ None None
Contingent Deferred Sales
Charge (as a % of the lower
of the original purchase price
or redemption proceeds) .......... None 2.5% in the
first year
declining to
0% after
4 years(2)
Exchange Fee ...................... None None
Redemption Fee .................... None None
- ----------
(1) The Fund's maximum sales load on Class A Shares of 2.0% declines to 1.0% on
investments of $1,000,000 and over. In addition, the Fund offers several
methods by which investors may aggregate purchases to reduce the applicable
sales load. These methods include rights of accumulation and letters of
intent. See "How to Buy Shares--Buying Class A Shares."
(2) See "How to Buy Shares--Buying Class B Shares" below for more information
on the contingent deferred sales charge.
[ ] ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets and
represent the Fund's expenses in operating its business. For example, the Fund
pays management fees to its investment adviser, OppenheimerFunds, Inc. (which is
referred to in this Prospectus as the "Manager"). The rates of the Manager's
fees are set forth in "How the Fund is Managed" below. The Fund has other
regular expenses for services, such as transfer agent fees, custodial fees paid
to the bank that holds the Fund's portfolio securities, audit fees and legal
expenses. Those expenses are detailed in the Fund's Financial Statements in the
Statement of Additional Information.
ANNUAL FUND OPERATING EXPENSES
AS A PERCENTAGE OF AVERAGE NET ASSETS
Class A Class B
Shares Shares
------- -------
Management Fees ...................... 0.43% 0.43%
12b-1 Distribution Plan Fees(1) ...... 0.25% 0.75%
Other Expenses ....................... 0.22% 0.22%
Total Fund Operating Expenses (2) .... 0.90% 1.40%
- ----------
(1) The 12b-1 fees for Class B Shares consist of an asset-based sales charge of
0.50% and a service fee of 0.25%. Although the Fund's Distribution and
Service Plan for Class B Shares permits the payment of an asset-based sales
charge of up to 0.75% of average daily net assets attributable to Class B
Shares per annum, the Board of Trustees has authorized payment of an
asset-based sales charge of only 0.50%. See "How to Buy Shares--Buying
Class B Shares."
(2) The amounts in the table reflect the Fund's interest expense during the
fiscal year ended December 31, 1995. Total Fund Operating Expenses
(excluding interest) for Class A Shares and Class B Shares would have been
0.84% and 1.34%, respectively, for the fiscal
2
<PAGE>
year ended December 31, 1995. During fiscal 1995, the Fund's interest
expense was substantially offset by the incremental interest income
generated on bonds purchased with borrowed funds.
The numbers in the table above are based on the Fund's expenses in its
last fiscal year. These amounts are shown as a percentage of the average net
assets of each class of the Fund's shares for that year. The 12b-1 Distribution
Plan Fees for Class A Shares are Service Plan Fees (which are a maximum of
0.25%) and for Class B Shares are Distribution and Service Plan Fees (which are
a maximum of 0.25% for the service fee, and an asset-based sales charge of 0.75%
but the Board of Trustees has authorized payment of an asset-based sales charge
of only 0.50%). These plans are described in greater detail in "How to Buy
Shares."
The actual expenses for each class of shares in future years may be more or
less than the numbers in the above table, depending on a number of factors,
including the actual value of the Fund's assets represented by each class of
shares. The Total Fund Operating Expenses for Class B Shares are estimates based
on amounts that would have been payable if Class B Shares had been outstanding
during that fiscal year.
[ ] EXAMPLES. To try to show the effect of these expenses on an investment
over time, we have created the hypothetical examples shown below. Assume that
you make a $1,000 investment in each class of shares of the Fund, and that the
Fund's annual return is 5%, and that its operating expenses for each class are
the ones shown in the Annual Fund Operating Expenses table above. If you were to
redeem your shares at the end of each period shown below, your investment would
incur the following expenses by the end of 1, 3, 5 and 10 years:
1 Year 3 Years 5 Years 10 Years(1)
------ ------- ------- -----------
Class A Shares ..... $29 $48 $69 $128
Class B Shares ..... $39 $59 $77 $142
If you did not redeem your investment, it would incur the following
expenses:
1 Year 3 Years 5 Years 10 Years(1)
------ ------- ------- -----------
Class A Shares ..... $29 $48 $69 $128
Class B Shares ..... $14 $44 $77 $142
- ----------
(1) The Class B expenses in years 7 through 10 are based on Class A expenses
shown above, because the Fund automatically converts your Class B Shares
into Class A Shares after 6 years. Because of the effect of the asset-based
sales charge and the contingent deferred sales charge on Class B Shares,
long-term Class B shareholders could pay the economic equivalent of an
amount greater than the maximum front-end sales charge allowed under
applicable regulations. For Class B shareholders, the automatic conversion
of Class B Shares to Class A Shares is designed to minimize the likelihood
that this will occur. Please refer to "How to Buy Shares--Class B Shares"
for more information.
These examples show the effect of expenses on an investment. The examples
should not be considered a representation of future expenses. Actual expenses
may be greater 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.
[ ] WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's investment
objective is to provide shareholders with as high a level of income exempt from
Federal, New York State and New York City personal income taxes as is consistent
with its investment policies and prudent investment management. There can be no
assurance that the investment objective of the Fund will be realized.
[ ] WHAT DOES THE FUND INVEST IN? The Fund seeks to achieve its objective
by investing primarily in a portfolio of investment grade obligations with a
dollar weighted average effective maturity of five years or less issued by or on
behalf of New York State, its political subdivisions, agencies and
instrumentalities and obligations of other qualifying issuers
3
<PAGE>
(such as issuers located in Puerto Rico, the Virgin Islands, and Guam), which
pay interest that is, in the opinion of the bond counsel to the issuer, exempt
from federal income tax and New York State and New York City personal income
taxes ("Municipal Obligations"). As a fundamental policy, at least 95% of the
Fund's net assets will be invested in Municipal Obligations except when the
Manager believes that market conditions would cause serious erosion of portfolio
value, in which case assets may be invested temporarily in short-term taxable
investments as a defensive measure to preserve net asset value.
[ ] WHO MANAGES THE FUND? The Fund's investment adviser is
OppenheimerFunds, Inc. The Manager (including a subsidiary) advises investment
company portfolios having over $40 billion in assets at December 31, 1995. The
Manager is paid an advisory fee by the Fund, based on its assets. The Fund's
portfolio manager, who is employed by the Manager, is primarily responsible for
the selection of the Fund's securities. The portfolio manager is Ronald H.
Fielding. The Fund's Board of Trustees, which is elected by shareholders,
oversees the investment adviser and the portfolio manager. Please refer to "How
the Fund is Managed," for more information about the Manager and its fees.
[ ] HOW RISKY IS THE FUND? All investments carry risks to some degree. The
Fund's bond investments are subject to change in their value from a number of
factors such as change in general bond market movements, the change in value of
particular bonds because of an event affecting the issuer, or changes in
interest rates that can affect bond prices. These changes affect the value of
the Fund's investments and its price per share. In addition, as a
non-diversified fund, the Fund may invest a greater portion of its assets in the
securities of a limited number of issuers than a diversified fund. While the
Manager tries to reduce risks by structuring the Fund's portfolio to include a
broad spectrum of municipal securities and by carefully researching securities
before they are purchased by the portfolio, there is no guarantee of success in
achieving the Fund's objective and your shares may be worth more or less than
their original cost when you redeem them. Please refer to "Investment Objective
and Policies" for a more complete discussion.
[ ] HOW CAN I BUY SHARES? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic Investment
Plan under AccountLink. Please refer to "How to Buy Shares" for more details.
[ ] WILL I PAY A SALES CHARGE TO BUY SHARES? The Fund offers the individual
investor two classes of shares. All classes have the same investment portfolio,
but different expenses. Class A Shares are offered with a front-end sales
charge, starting at 2.00%, and reduced for larger purchases. Class B Shares are
offered without a front-end sales charge, but are subject to a contingent
deferred sales charge if redeemed within 4 years. There is also an annual
asset-based sales charge on Class B Shares. Please review "How To Buy Shares"
for more details, including a discussion about factors you and your financial
advisor should consider in determining which class may be appropriate for you.
[ ] HOW CAN I SELL MY SHARES? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How to Sell Shares". The Fund also offers exchange
privileges to other Oppenheimer funds, described in "How to Exchange Shares".
[ ] HOW HAS THE FUND PERFORMED? The Fund measures its performance by
quoting its yield and total returns, which measure historical performance. Those
yields and returns can be compared to the yields and returns (over similar
periods) of other funds. Of course, other funds may have different objectives,
investments, and levels of risk. The Fund's performance can also be compared to
broad-based market indices and narrower market indices. Please remember that
past performance does not guarantee future results.
4
<PAGE>
FINANCIAL HIGHLIGHTS
The table on the following pages presents selected financial information
about the Fund, including per share data and expense ratios and other data based
on the Fund's average net assets. This information has been audited by Price
Waterhouse LLP, the Fund's independent auditors, whose report on the Fund's
financial statements for the fiscal year ended December 31, 1995, is included in
the Statement of Additional Information. Class B Shares were not publicly
offered during each of the periods shown. Accordingly, information on this class
of shares is not included for all years in the table below or in the Fund's
other financial statements.
<TABLE>
<CAPTION>
Class A Class B
----------------------------------------------------- ------------
Periods Ended December 31, Period Ended
----------------------------------------------------- December 31,
1995 1994 1993 1992 1991(a) 1995(b)
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period .......... $3.15 $3.33 $3.18 $3.07 $3.00 $3.21
----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income ........................ 0.18 0.16 0.17 0.18(e) 0.05 0.11
Net realized and unrealized gain (loss)
on investments .............................. 0.13 (0.18) 0.15 0.11 0.07 0.07
Total from investment operations .............. 0.31 (0.02) 0.32 0.29 0.12 0.18
----- ----- ----- ----- ----- -----
Less distributions to shareholders from:
Net investment income ........................ (0.18) (0.16) (0.17) (0.18) (0.05) (0.11)
----- ----- ----- ----- ----- -----
Total distributions ......................... (0.18) (0.16) (0.17) (0.18) (0.05) (0.11)
----- ----- ----- ----- ----- -----
Net asset value, end of period ............... $3.28 $3.15 $3.33 $3.18 $3.07 $3.28
===== ===== ===== ===== ===== =====
Total return (excludes sales load) .......... 10.01% (0.60%) 10.06% 9.45% 17.47%(d) 8.48%(d)
Ratios/Supplemental data:
Net assets, end of period (000 omitted) ....... $567,537 $496,452 $457,860 $150,096 $18,659 $16,415
Ratio of total expenses to average net assets . 0.90%(f) 0.89% 0.89% 0.83%(e) 0.83%(d) .90%(d)(f)
Ratio of total expenses (excluding interest)
to average net assets(c) .................... 0.84%(f) 0.84% 0.86% 0.78%(e) 0.74%(d) .85%(d)(f)
Ratio of net investment income to average
net assets .................................. 5.44% 5.12% 4.94% 5.33%(e) 5.22%(d) 5.21%(d)
Portfolio turnover rate ...................... 22.34% 34.58% 17.08% 59.87% 1.42% 22.34%
</TABLE>
- ----------
(a) The Fund commenced operations on September 18, 1991.
(b) For the period from May 1, 1995 (inception of offering) to December 31,
1995.
(c) During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated by bonds
purchased with borrowed funds.
(d) Annualized.
(e) Net of fees waived or reimbursed by Fielding Management Company, Inc., the
Fund's previous investment adviser, and Rochester Fund Services, Inc.,
which amounted to $0.01 per share. Without reimbursement, the ratios would
have been 1.14%, 1.09% and 5.02%, respectively.
(f) Effective in 1995, the ratios do not include reductions from custodian fee
offset arrangements. The 1995 ratio of total expenses and the ratio of
total expenses (excluding interest) to average net assets are 0.89% and
0.83%, respectively, for Class A Shares and 0.89% and 0.84%, respectively,
for Class B Shares after including this reduction.
(g) On January 4, 1996, OppenheimerFunds, Inc. acquired substantially all of
the assets of Rochester Capital Advisors, L.P. and certain affiliates and
was appointed investment adviser to the Fund. Rochester Capital Advisors,
L.P. served as investment advisers to the Fund from December 20, 1993
through January 4, 1996.
INFORMATION ON BANK LOANS
<TABLE>
<CAPTION>
Periods Ended December 31,
-------------------------------------------
1995 1994 1993 1992 1991*
------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Bank loans outstanding at end of period (000) ............................. $4,660 $7,797 $ 934 $ 0 $ 0
Monthly average amount of bank loans outstanding during the period (000) .. $4,345 $3,070 $1,383 $661 $94
Monthly average number of shares of the Fund outstanding
during the period (000) .................................................. 163,398 151,481 93,580 23,330 2,461
Average amount of bank loans per share outstanding during the period ...... $.03 $.02 $.01 $.03 $.04
</TABLE>
- ----------
* The Fund commenced operations on September 18, 1991.
5
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
OBJECTIVE. The investment objective of the Fund is to seek as high a level
of income exempt from Federal income tax and New York State and New York City
personal income taxes as is consistent with its investment policies and prudent
investment management. No assurances can be made, however, that the Fund will
achieve its investment objective.
The Fund seeks to achieve its objective by investing primarily in a
portfolio of investment grade obligations with a dollar weighted average
effective maturity of five years or less issued by or on behalf of New York
State, its political subdivisions, agencies and instrumentalities and
obligations of other qualifying issuers (such as issuers located in Puerto Rico,
the Virgin Islands, and Guam), which pay interest that is, in the opinion of the
bond counsel to the issuer, exempt from Federal income tax and New York State
and New York City personal income taxes ("Municipal Obligations"). As a
fundamental policy, at least 95% of the Fund's net assets will be invested in
Municipal Obligations except when the Manager believes that market conditions
would cause serious erosion of portfolio value, in which case assets may be
invested temporarily in short-term taxable investments as a defensive measure to
preserve net asset value.
CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? Except as
otherwise noted, the Fund's investment objective and policies described herein
are not designated fundamental policies and may be changed without the vote of
shareholders. As a matter of policy, however, the Fund will not change its
objective without the approval of the majority of the Board of Trustees. See the
Statement of Additional Information for a more detailed discussion of the Fund's
fundamental policies.
INVESTMENT POLICIES AND STRATEGIES
[ ] MUNICIPAL OBLIGATIONS. The Fund may invest in a variety of Municipal
Obligations including municipal notes, municipal bonds and municipal leases. The
prices of such fixed income securities fluctuate inversely to the direction of
interest rates. Municipal notes are generally used to provide for short-term
capital needs and generally have a maturity of one year or less. The municipal
notes in which the Fund may invest include tax anticipation notes, revenue
anticipation notes, bond anticipation notes, construction loan notes and
tax-exempt commercial paper (also known as municipal paper). Municipal bonds,
which meet longer term capital needs, generally have maturities of more than one
year. The two principal classifications of municipal bonds in which the Fund may
invest are "general obligation" and "revenue" bonds. General obligation bonds
are secured by the issuer's pledge of its faith, credit and taxing power for the
payment of the principal and interest. Revenue bonds are payable only from the
revenues derived from a particular facility or class of facility or, in some
cases, from the proceeds of a special excise or specific revenue source.
Industrial development bonds ("IDBs") are a specific type of revenue bond backed
by the credit and security of a private user. The Fund will purchase IDBs only
to the extent that they pay interest which continues to be tax-exempt under the
Internal Revenue Code of 1986, as amended (the "Code") (although the interest
may constitute a tax preference item for purposes of the federal alternative
minimum tax). See "Dividends, Capital Gains and Taxes." Investments in
tax-exempt lease obligations, which are commonly referred to as "municipal
leases," involve additional risk factors which are not associated with
investments in other tax-exempt obligations such as general obligation bonds or
revenue bonds. See "Investments in Illiquid Securities." The Statement of
Additional Information describes the Municipal Obligations in which the Fund may
invest in greater detail.
[ ] CREDIT QUALITY. The Fund invests at least 95% of its net assets which
are invested in municipal Obligations in investment grade Municipal Obligations
defined as follows: (1) obligations which are backed by the full faith and
credit of the U.S. government; (2) short-term tax exempt notes which are rated
investment grade by a nationally recognized statistical rating organization
("NRSRO"); (3) municipal bonds which are rated investment grade by an NRSRO; (4)
tax-exempt commercial paper which is rated investment grade by an NRSRO; (5)
Municipal Obligations which, although unrated, are issued by an entity which has
obligations outstanding that meet one of the foregoing rating requirements; (6)
Municipal Obligations which are backed by a letter of credit or guarantee of a
bank or other institution which has outstanding securities that meet one of
6
<PAGE>
the foregoing rating requirements; or (7) Municipal Obligations which, although
unrated, are determined by the Manager to be of comparable investment quality to
rated securities meeting the foregoing rating criteria.
The remaining 5% of the Fund's net assets, which are invested in Municipal
Obligations, may be invested in tax-exempt obligations which are rated below
investment grade or unrated and of comparable quality to such lower-rated
securities. In no case will the Fund purchase a security with a rating of below
Ba by Moody's Investors Service, Inc. ("Moody's"), BB by Standard & Poor's
("S&P" or "Standard & Poor's") or BB by Fitch Investors Service, Inc. ("Fitch")
at the time of purchase or an unrated security which, in the opinion of the
Manager, is of comparable quality to rated securities below such ratings. For a
description of such ratings, see Appendix A to the Statement of Additional
Information.
[ ] VARIABLE RATE OBLIGATIONS. The Fund may invest in variable rate
obligations. Variable rate obligations have a yield which is adjusted
periodically based upon changes in the level of prevailing interest rates.
Variable rate obligations have an interest rate fixed to a known lending rate,
such as the prime rate, and are automatically adjusted when such known rate
changes. Variable rate obligations lessen the capital fluctuations usually
inherent in fixed income investments, which diminishes the risk of capital
depreciation of portfolio investments and the Fund's shares; but this also means
that should interest rates decline, the yield of the Fund will decline and the
Fund and its shareholders will forego the opportunity for capital appreciation
of its portfolio investments and of their shares. Variable rate obligations with
demand periods greater than seven days may be determined to be liquid by the
Fund's Board of Trustees. Variable rate instruments in which the Fund may invest
include participation interests purchased from banks in variable rate tax-exempt
Municipal Obligations (expected to be concentrated in IDBs owned by banks). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to the
total principal amount of the Municipal Obligation. The Fund will only invest in
such participation interests to the extent that an opinion of issuer's counsel
supports the characterization of interest on such securities as tax-exempt.
[ ] WHEN-ISSUED PURCHASES. The Fund may also purchase and sell municipal
securities on a "when-issued" and "delayed delivery" basis. These transactions
are subject to market fluctuation and the value of a security at delivery may be
more or less than the purchase price. When the Fund is the buyer in such a
transaction, however, it will maintain, in a segregated account with its
custodian, cash or high grade marketable debt securities having an aggregate
value equal to the amount of such purchase commitments until payment is made. In
addition, the Fund will mark the "when issued" security to market each day for
purposes of portfolio valuation. To the extent the Fund engages in "when-issued"
and "delayed delivery" transactions, it will do so for the purpose of acquiring
securities for the Fund's portfolio consistent with its investment objective and
policies and not for the purpose of investment leverage. Securities purchased on
a "when-issued" and "delayed delivery" basis may not constitute more than 10% of
the Fund's net assets.
[ ] MATURITY GUIDELINES. The Fund intends to invest primarily in a
portfolio of investment grade Municipal Obligations with a dollar weighted
average effective maturity of five years or less. In maintaining this average,
the Fund may purchase individual bonds with effective maturities of more or less
than five years.
The effective maturity of bonds in the portfolio may lengthen if market
interest rates increase or shorten if market interest rates decrease. Increasing
market interest rates can cause the average effective maturity of the portfolio
to lengthen beyond five years, absent any portfolio transactions. At any time
that the average effective maturity of the portfolio exceeds five years, the
Fund will not purchase bonds with effective maturities exceeding five years. The
Fund may also take prudent steps to reduce the average effective maturity of the
portfolio to five years or less, including selling bonds with effective
maturities exceeding five years and purchasing bonds with effective maturities
of less than five years.
A bond's effective maturity may be shorter than its stated maturity as a
result of differences between its coupon or accretion rate and current market
interest rates, callability and call price, scheduled sinking fund payments and
anticipated prepayments, as well as other factors. In computing the Fund's
average maturity, the Fund intends to
7
<PAGE>
use effective maturity dates to the extent that a particular bond is evaluated
for pricing and trading purposes in the marketplace to a date which is shorter
than the bond's stated maturity. This date may represent a mandatory put,
prerefunded call date, optional call date, or the average life to which the bond
is priced. Bonds with a variable coupon rate or anticipated principal
prepayments may be assigned an effective maturity which is shorter than a stated
call date, put date, or average life to properly reflect the reduced price
volatility of such bonds.
Bonds which are evaluated for pricing and trading purposes to a maturity
date which is shorter than the stated maturity date possess price volatility
characteristics which make them substantially similar to bonds with stated
maturity dates identical to the effective maturity date.
[ ] TEMPORARY INVESTMENTS. From time to time when, due to adverse factors,
market conditions could cause serious erosion of portfolio value, the Fund may
invest up to 20% of its assets in taxable short-term investments as a defensive
measure to preserve net asset value. Distributions by the Fund of interest
earned from such taxable investments will be taxable to investors as ordinary
income unless such investors are otherwise exempt from taxation. The Fund may
invest on a temporary basis up to 5% of its assets in other investment companies
which have a similar objective of obtaining income exempt from federal income
tax and New York State and New York City personal income taxes. Such investing
involves duplication of expenses similar to the Fund's by the other investment
companies involved.
[ ] INDUSTRIAL REVENUE BONDS. The Fund may also invest more than 25% of its
assets in industrial revenue bonds, and may invest more than 25% of its assets
in Municipal Obligations backed by letters of credit or guarantees issued by
banks or other financial institutions. See "Concentration in New York Municipal
Securities."
[ ] ZERO COUPON SECURITIES. The Fund may invest without limitation as to
amount in zero coupon securities. Zero coupon securities are debt obligations
that do not entitle the holder to any periodic payment of interest prior to
maturity or a specified date when the securities begin paying current interest.
They are issued and traded at a discount from their face amount of par value,
which discount varies depending on the time remaining until cash payments begin,
prevailing interest rates, liquidity of the security and the perceived credit
quality of the issuer. Original issue discount earned on zero coupon securities
is included in the Fund's tax-free income. The market prices of zero coupon
securities generally are more volatile than the prices of securities that pay
interest periodically and in cash and are likely to respond to changes in
interest rates to a greater degree than do other types of debt securities having
similar maturities and credit quality.
[ ] INVESTMENTS IN ILLIQUID SECURITIES. The Fund may purchase securities in
private placements or in other transactions, the disposition of which would be
subject to legal restrictions, or securities for which there is no regular
trading market (collectively, "Illiquid Securities"). No more than an aggregate
of 15% of the value of the Fund's net assets at the time of acquisition may be
invested in Illiquid Securities.
Such investments may include municipal lease obligations or installment
purchase contract obligations (herein collectively called "municipal leases") of
municipal authorities or entities. Municipal leases generally involve a
lease-purchase agreement which is, technically, not a lease, but rather an
installment purchase. The Fund may invest up to 15% of the value of its net
assets in such municipal leases. Investments in tax-exempt municipal leases
which have received an investment grade rating from an NRSRO and which have been
determined to be liquid by the Manager are excluded from the 15% limitation on
investments in municipal leases. However, unrated or illiquid municipal leases
are subject to the overall 15% limitation on investments in Illiquid Securities
which may be made by the Fund.
Investment in tax-exempt lease obligations presents certain special risks
which are not associated with investments in other tax-exempt obligations such
as general obligation bonds or revenue bonds. Although municipal leases do not
constitute general obligations of the municipality for which the municipality's
taxing power is pledged, a municipal lease may be backed by the municipality's
covenant to budget for, appropriate and make the payments due under the
municipal lease. Most municipal leases, however, contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money
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<PAGE>
is appropriated for such purpose on a yearly basis. Although "non-appropriation"
municipal leases are generally secured by the leased property, the Fund's
ability to recover under the lease in the event of non-appropriation or default
will be limited solely to the repossession of the leased property without
recourse to the general credit of the lessee, and disposition of the property in
the event of foreclosure might prove difficult. In addition to the risk of
"non-appropriation," municipal lease obligations may be subject to an
"abatement" risk. The leases underlying certain municipal lease obligations may
provide that lease payments are subject to partial or full abatement if, because
of material damage or destruction of the leased property, there is substantial
interference with the lessee's use or occupancy of such property. This
"abatement" risk may be reduced by the existence of insurance covering the
leased property, the maintenance by the lessee of reserve funds or the provision
of credit enhancements such as letters of credit.
Investment in municipal leases will be subject to the 15% limitation unless
the lease has received an investment grade rating from an NRSRO, and the
particular municipal lease is determined to be liquid by the Manager. The Board
of Trustees has adopted guidelines to be utilized by the Manager in making
determinations concerning the liquidity and valuation of a municipal lease
obligation. See the Statement of Additional Information for a description of the
guidelines which will be utilized by the Manager in making such determinations.
Under circumstances where the Fund proposes to purchase unrated municipal lease
obligations, the Fund's Board of Trustees will be responsible for determining
the credit quality of such obligations and will be responsible for assessing on
an ongoing basis the likelihood as to whether the lease will be cancelled.
[ ] BORROWING FOR INVESTMENT PURPOSES. As a fundamental policy, the Fund
may borrow money, but only from banks, in amounts up to 10% of its total assets
to purchase additional securities. Borrowing for investment purposes increases
both investment opportunity and investment risk. The Investment Company Act of
1940 (the "Act") requires the Fund to maintain asset coverage of at least 300%
for all such borrowings, and should such asset coverage at any time fall below
300%, the Fund would be required to reduce its borrowings within three days to
the extent necessary to meet the requirements of the Act. The Fund might be
required to sell securities at a time when it would be disadvantageous to do so
in order to reduce borrowings. Leveraging, or the purchase of securities with
borrowed funds, may exaggerate any increase or decrease in the market value of
the Fund's portfolio securities. In addition, because interest on money borrowed
is an expense that the Fund would not otherwise incur, the Fund may have less
net investment income during periods when its borrowings are substantial. The
interest paid by the Fund on borrowings may be more or less than the yield on
the securities purchased with borrowed funds, depending on prevailing market
conditions.
Except as otherwise noted, the Fund's investment objective and policies
described herein are not designated fundamental policies and may be changed
without the vote of a majority of the outstanding voting securities of the Fund
(as defined in the Act). As a matter of policy, however, the Fund will not
change its objective without the approval of the majority of the Board of
Trustees. See the Statement of Additional Information for a more detailed
discussion of the Fund's fundamental policies.
[ ] OTHER INVESTMENT TECHNIQUES AND STRATEGIES. The Fund may also use the
additional investment techniques and strategies described in the Fund's
Statement of Additional Information which contains more information about these
practices, including limitations on their use that are designed to reduce some
of the risks.
INVESTMENT CONSIDERATIONS
[ ] CONCENTRATION IN NEW YORK MUNICIPAL SECURITIES. Because the Fund, as a
fundamental policy, will invest at least 95% of its assets in obligations of New
York State, its municipalities, agencies and instrumentalities ("New York
Municipal Securities"), it is more susceptible to factors affecting the State of
New York than is a comparable bond fund whose investments are not concentrated
in the obligations of issuers located in a single state. Investors should
consider these matters and the financial difficulties experienced in past years
by New York State and certain of its agencies and subdivisions (particularly New
York City), as well as economic trends in New York, summarized in the Statement
of Additional Information under "Investment Considerations/Risk Factors: New
York Municipal Securities." In addition, the Fund's portfolio securities are
affected by general changes in interest rates,
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<PAGE>
which result in changes in the value of portfolio securities held by the Fund,
which can be expected to vary inversely to changes in prevailing interest rates.
[ ] CREDIT QUALITY. In general, the assets of the Fund will be invested so that
at least 95% of the Fund's assets will consist of tax-exempt securities.
Shareholders will not be subject to regular federal income tax on distributions
of tax-exempt income on such securities. The interest on certain private
activity bonds, (including those for housing and student loans) issued after
August 15, 1986, while still tax-exempt for regular tax purposes, constitute a
preference item for taxpayers in determining their alternative minimum tax
liability under the Code, and, as such, may be subject to the alternative
minimum tax. The Code also imposes certain limitations and restrictions on the
use of tax-exempt bond financing for non-essential private activity bonds. The
Fund intends to purchase private activity bonds only to the extent that the
interest paid by such bonds is tax-exempt for regular tax purposes pursuant to
the Code.
The Fund will invest at least 95% of its assets in Municipal Obligations
which are investment grade quality as defined herein. Such Municipal Obligations
may include those rated in the lowest categories of investment grade ratings
(e.g., those rated "BBB" by Standard & Poor's or "Baa" by Moody's). Municipal
Obligations in such categories have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case for Municipal
Obligations in the higher rated categories. Because 5% of the Fund's assets
which are invested in tax-exempt securities may be invested in securities which
are rated below the lowest investment grade categories or in securities which
are unrated but comparable quality, the Fund is dependent on the Manager's
judgment, analysis and experience in evaluating the quality of such obligations.
In evaluating the credit quality of a particular issue, whether rated or
unrated, the Manager will normally take into consideration, among other things,
the financial resources of the issuer (or, as appropriate, of the underlying
source of the funds for debt service), its sensitivity to economic conditions
and trends, any operating history of and the community support for the facility
financed by the issue, the ability of the issuer's management and regulatory
matters. The Manager will attempt to reduce the risks inherent in investments in
such obligations through active portfolio management, structuring the portfolio
to include a broad spectrum of municipal securities, credit analysis and
attention to current developments and trends in the economy and the financial
markets.
[ ] BORROWING FOR INVESTMENT PURPOSES. Borrowing for investment purposes
increases both investment opportunity and investment risk. Leveraging, as the
purchase of municipal securities with borrowed funds, may exaggerate any
increase or decrease in the market value of the Fund's portfolio securities. The
Fund might be required to sell securities at a time when it would be
disadvantageous to do so in order to reduce its borrowings. In addition, because
interest on money borrowed is an expense that the Fund would not otherwise
incur, the Fund may have less net investment income during periods when its
borrowings are substantial. The interest paid by the Fund on borrowings may be
more or less than the yield on the securities purchased with borrowed funds,
depending on prevailing market conditions.
[ ] LIQUIDITY AND VALUATION. Unrated securities (including those that the
Manager believes are of equivalent quality to rated investment grade
securities), lower rated securities (restricted to 5% of the Fund's net assets)
and securities in which the Fund has a substantial ownership interest are
subject to greater liquidity and valuation risks. In general, such securities
are not as liquid as securities for which there are active secondary trading
markets. Reduced liquidity may have an adverse impact on the market price and
the Fund's ability to dispose of particular issues, when necessary, to meet the
Fund's liquidity needs or in response to a particular economic event, such as
the deterioration in the credit worthiness of the issuer. Reduced liquidity for
certain securities may also make it more difficult for the Fund to obtain market
quotations based on actual trades for purposes of valuing the Fund's portfolio.
Current values for these securities are obtained from pricing services and
pricing grids which factor in coupons, maturities, credit quality, liquidity and
other factors. When there are no readily available market quotations, such
values are determined in good faith by the Board of Trustees and may be based
upon factors other than actual sales.
[ ] NON-DIVERSIFICATION. The Fund expects that it normally will invest in a
substantial number of issuers;
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however, as a non-diversified investment company, the Fund may invest a greater
portion of its assets in the securities of a limited number of issuers than a
diversified fund. The Fund's ability to invest a greater proportion of its
assets in the securities of a smaller number of issuers may enhance the Fund's
ability to achieve capital appreciation, but may also make the Fund more
susceptible to any single economic, political or regulatory occurrence. However,
as of the last day of each fiscal quarter, the Fund generally will be required
to meet certain tax-related diversification requirements, which would restrict,
to some degree, the amount of the securities of any one issuer that the Fund
could hold.
HOW THE FUND IS MANAGED
ORGANIZATION AND HISTORY. Rochester Portfolio Series was organized in 1991
as a Massachusetts business trust consisting of one portfolio, the Fund. The
Fund is an open-end, non-diversified management investment company with an
unlimited number of authorized shares of beneficial interest.
The Fund is governed by a Board of Trustees, which is responsible under
Massachusetts law for protecting the interests of shareholders. The Trustees
meet periodically throughout the year to oversee the Fund's activities, review
its performance, and review the actions of the Manager. "Trustees and Officers
of the Fund" in the Statement of Additional Information names the Trustees and
provides more information about them and the officers of the Fund. Although the
Fund 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 two classes of shares, Class A and Class B. Both
Classes invest in the same investment portfolio. Each class has its own
dividends and distributions and pays certain expenses which may be different
from the other class. Each class may have a different net asset value. Each
share has one vote at shareholder meetings, with fractional shares voting
proportionally. Only shares of a particular class vote as a class on matters
that affect that class alone. Shares are freely transferrable. Please refer to
"How the Fund is Managed" in the Statement of Additional Information on voting
of shares.
THE MANAGER AND ITS AFFILIATES. The Fund is managed by the Manager,
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. The
Agreement sets forth the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.
The Manager has operated as an investment adviser since 1959. The Manager
and its affiliates currently manages investment companies, including other
Oppenheimer funds, with assets of more than $40 billion as of December 31, 1995,
and with more than 2.8 million shareholder accounts. The Manager is owned by
Oppenheimer Acquisition Corp., a holding company that is owned in part by senior
officers of the Manager and controlled by Massachusetts Mutual Life Insurance
Company.
[ ] PORTFOLIO MANAGER. The Portfolio Manager of the Fund is Ronald H.
Fielding. He has been the person principally responsible for the day-to-day
management of the Fund's portfolio since the Fund's inception in 1991. Mr.
Fielding is Vice President of the Fund and has also served as an officer and
director of the Fund's previous investment advisers and their affiliates.
[ ] FEES AND EXPENSES. Under the Investment Advisory Agreement, the Fund
pays the Manager an annual fee, payable monthly, of 0.50% of its average daily
net assets up to $100 million, 0.45% of its average daily net assets on the next
$150 million, 0.40% of its average daily net assets in excess of $250 million
but less than $2 billion and 0.39% of its average daily net assets in excess of
$2 billion. The Fund's management fee for its last fiscal year was 0.43% of
average annual net assets for both Class A and Class B Shares.
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.
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<PAGE>
However, those expenses reduce the net asset value of shares, and therefore are
indirectly borne by shareholders through their investment. More information
about the Investment Advisory Agreement and the other expenses paid by the Fund
is contained in the Statement of Additional Information.
The Fund has no obligation to deal with any dealer or group of dealers in
the execution of transactions in securities of the Fund. Municipal Obligations
and other securities in which the Fund invests are traded primarily in the
over-the-counter market. Where possible, the Fund deals directly with the
dealers who make a market in the securities involved except in those
circumstances where better prices and execution are available elsewhere. It is
the policy of the Fund to obtain the best net results in conducting portfolio
transactions for the Fund, taking into account such factors as price (including
the applicable dealer spread), and the firm's general execution capabilities.
Where more than one dealer is able to provide the most competitive price and the
execution capabilities of the dealers are comparable, the sale of shares of the
Fund may be taken into consideration as a factor in the selection of dealers to
execute portfolio transactions for the Fund. The portfolio securities of the
Fund generally are traded on a net basis and normally do not involve the payment
of brokerage commissions. The cost of securities transactions of the Fund
primarily consists of paying dealer or underwriter spreads.
There is also information about the Fund's brokerage policies and practices
in "Brokerage Policies of the Fund" in the Statement of Additional Information.
That section discusses how brokers and dealers are selected for the Fund's
portfolio transactions. When deciding which brokers to use, the Manager is
permitted by the Investment Advisory Agreement to consider whether brokers have
sold shares of the Fund or any other funds for which the Manager serves as
investment adviser.
[ ] THE DISTRIBUTOR. The Fund's shares are sold through dealers and brokers
that have a sales agreement with OppenheimerFunds Distributor, Inc., a
subsidiary of the Manager that acts as the Distributor. The Distributor also
distributes the shares of other mutual funds managed by the Manager (the
"Oppenheimer funds") and is sub-distributor for funds managed by a subsidiary of
the Manager.
[ ] THE TRANSFER AGENT. The Fund's transfer agent is OppenheimerFunds
Services, a division of the Manager, which acts as the shareholder servicing
agent for the Fund and the other Oppenheimer funds. Shareholders should direct
inquiries about their account to the Transfer Agent at the address and toll-free
numbers shown below in this Prospectus and on the back cover.
PERFORMANCE OF THE FUND
EXPLANATION OF PERFORMANCE TERMINOLOGY. The Fund uses the terms "total
return," "average annual total return," "standardized yield," "dividend yield"
"yield" and "tax-equivalent yield" to illustrate its performance. The
performance of each class of shares is shown separately, because the performance
of each class of shares will usually be different as a result of the different
kinds of expenses each class bears. This performance information may be useful
to help you see how well your investment has done and to compare it to other
funds or market indices.
It is important to understand that the Fund's total returns represent past
performance and should not be considered to be predictions of future returns or
performance. This performance data is described below, but more detailed
information about how total returns are calculated is contained in the Statement
of Additional Information, which also contains information about other ways to
measure and compare the Fund's performance. The Fund's investment performance
will vary over time, depending on market conditions, the composition of the
portfolio, expenses and which class of shares you purchase.
[ ] TOTAL RETURNS. There are different types of total returns used to
measure the Fund's performance. Total return is the change in value of a
hypothetical investment in the Fund over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares.
The cumulative total return measures the change in value over the entire period
(for example, ten years). An average annual total return shows the average rate
of return for each year in a period that would produce the cumulative total
return over the entire period. However, average annual total returns do not show
the Fund's actual year-by-year performance.
When total returns are quoted for Class A Shares, normally they include the
payment of the current maximum
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<PAGE>
initial sales charge. Total returns may also be quoted "at net asset value,"
without including the sales charge, and those returns would be reduced if sales
charges were deducted. When total returns are shown for Class B Shares, they
reflect the effect of the contingent deferred sales charge that applies to the
period for which total return is shown. They may also be shown based on the
change in net asset value, without including the effect of the contingent
deferred sales charge, and those returns would be reduced if sales charges were
deducted.
[ ] YIELD. Each class of shares calculates its yield by dividing the
annualized net investment income per share on the portfolio during a 30-day
period by the maximum offering price on the last day of the period.
Tax-equivalent yield is the equivalent yield that would be earned in the absence
of taxes. It is calculated by dividing that portion of the yield that is
tax-exempt by a factor equal to one minus the applicable tax rate. The yield of
each class will differ because of the different expenses of each class of
shares. The yield data represents a hypothetical investment return on the
portfolio, and does not measure an investment return based on dividends actually
paid to shareholders. To show that return, a dividend yield may be calculated.
Dividend yield is calculated by dividing the dividends of a Class derived from
net investment income during a stated period by the maximum offering price on
the last day of the period. Yields and dividend yields for Class A Shares
reflect the deduction of the maximum initial sales charge, but may also be shown
based on the Fund's net asset value per share. Yields for Class B Shares do not
reflect the deduction of the contingent deferred sales charge.
For additional information regarding calculation of yield, tax-equivalent
yield and total return, see "Performance of the Fund" in the Statement of
Additional Information. Further information about the Fund's performance is set
forth in the Fund's Annual Report to Shareholders, which may be obtained upon
request at no charge.
ABOUT YOUR ACCOUNT
HOW TO BUY SHARES
CLASSES OF SHARES. The Fund offers investors two different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will likely
have different share prices.
[ ] CLASS A SHARES. If you buy Class A Shares, you pay an initial sales
charge on investments. The amount of that sales charge will vary depending on
the amount you invested. Sales charge rates are described in "Buying Class A
Shares" below.
[ ] CLASS B SHARES. If you buy Class B Shares, you pay no sales charge at
the time of purchase, but if you sell your shares within four years of buying
them, you will normally pay a contingent deferred sales charge, that varies
depending on how long you own your shares. It is described in "Buying Class B
Shares" below.
WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is
an appropriate investment for you, the decision as to which class of shares is
better suited to your needs depends on a number of factors which you should
discuss with your financial advisor. The Fund's operating costs that apply to a
class of shares and the effect of the different types of sales charges on your
investment will vary your investment results over time. The most important
factors are how much you plan to invest and how long you plan to hold your
investment. If your goals and objectives change over time and you plan to
purchase additional shares, you should re-evaluate those factors to see if you
should consider another class of shares.
The decision as to which class of Shares provides a more suitable
investment for an investor depends on a number of factors, including the amount
invested and the intended length of investment. Investors making large
investments, thus qualifying for a reduced sales charge, might consider Class A
Shares. Investors who prefer that 100% of their purchase be invested
immediately, or who want to spread the sales charge payment over time, might
consider Class B Shares. Orders for Class B Shares for $500,000 or more will be
declined because the investor would not realize the economies of scale available
to them through a similar investment in Class A Shares. For more information
about these sales arrangements, contact your investment dealer or the Transfer
Agent.
[ ] ARE THERE DIFFERENCES IN ACCOUNT FEATURES THAT MATTER TO YOU? Because
some account features may not be available to Class B shareholders, you should
carefully
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<PAGE>
review how you plan to use your investment account before deciding which class
of shares is better for you. For example, share certificates are not available
for Class B Shares and if you are considering using your shares as collateral
for a loan, that may be a factor to consider. Additionally, the dividends
payable to Class B shareholders will be reduced by the additional expenses borne
by those classes, such as the asset-based sales charges described below and in
the Statement of Additional Information.
[ ] HOW DOES IT AFFECT PAYMENTS TO MY BROKER? A salesperson, such as a
broker, or any other person who is entitled to receive compensation for selling
Fund shares may receive different compensation for selling one class than for
selling another class. It is important that investors understand that the
purpose of the Class B contingent deferred sales charges and asset-based sales
charges is the same as the purpose of the front-end sales charge on sales of
Class A Shares: to compensate the Distributor for commissions it pays to dealers
and financial institutions for selling shares.
HOW MUCH MUST YOU INVEST? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time with as
little as $25. There are reduced minimum investments under special investment
plans: With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7) custodial
plans and military allotment plans, you can make initial and subsequent
investments for as little as $25; and subsequent purchases of at least $25 can
be made by telephone through AccountLink.
There is no minimum investment requirement if you are buying shares by
reinvesting dividends from the Fund or other Oppenheimer funds (a list of them
appears in the Statement of Additional Information, or you can ask your dealer
or call the Transfer Agent), or by reinvesting distributions from unit
investment trusts that have made arrangements with the Distributor.
[ ] HOW ARE SHARES PURCHASED? You can buy shares several ways--through any
dealer, broker or financial institution that has a sales agreement with the
Distributor, or directly through the Distributor, or automatically from your
bank account through an Asset Builder Plan under the Oppenheimer funds
AccountLink service. When you buy shares, be sure to specify Class A or Class B.
If you do not choose, your investment will be made in Class A Shares.
[ ] BUYING SHARES THROUGH YOUR DEALER. Your dealer will place your order
with the Distributor on your behalf.
[ ] BUYING SHARES THROUGH THE DISTRIBUTOR. Complete an OppenheimerFunds New
Account Application and return it with a check payable to "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.
[ ] BUYING SHARES THROUGH OPPENHEIMERFUNDS ACCOUNTLINK. You can use
AccountLink to link your Fund account with an account at a U.S. bank or other
financial institution that is an Automated Clearing House (ACH) member. You can
then transmit funds electronically to purchase shares, to have the Transfer
Agent send redemption proceeds, or to transmit dividends and distributions.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH transfer
to buy shares. You can provide those instructions automatically, under an Asset
Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. You should request AccountLink
privileges on the application or dealer settlement instructions used to
establish your account. Please refer to "AccountLink" below for more details.
[ ] ASSET BUILDER PLANS. You may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from your account at a
bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of Additional
Information.
[ ] AT WHAT PRICE ARE SHARES SOLD? Shares are sold at the public offering
price based on the net asset value (and any initial sales charge that applies)
that is next determined after the Distributor receives the purchase order in
Denver. In most cases, to enable you to receive that day's offering price, the
Distributor must receive your order by the time of day The New York Stock
Exchange closes, which is
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<PAGE>
normally 4:00 P.M., New York time, but may be earlier on some days (all
references to time in this Prospectus mean "New York time"). The net asset value
of each class of shares is determined as of that time on each day The New York
Stock Exchange is open (which is a "regular business day").
If you buy shares through a dealer, the dealer must receive your order by
the close of The New York Stock Exchange, on a regular business day and transmit
it to the Distributor so that it is received before the Distributor's close of
business that day, which is normally 5:00 P.M. The Distributor may reject any
purchase order for the Fund's shares, in its sole discretion.
BUYING CLASS A SHARES. Class A Shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. In some cases,
reduced sales charges may be available, as described below. Out of the amount
you invest, the Fund receives the net asset value to invest for your account.
The sales charge varies depending on the amount of your purchase. A portion of
the sales charge may be retained by the Distributor and allocated to your dealer
as a commission. The current sales charge rates and commissions paid to dealers
and brokers are as follows:
Front End Front End Commission
Sales Charge Sales Charge as a
as a as a Percentage
Percentage of Percentage of of Offering
Amount Of Purchase Offering Price Amount Invested Price
- ------------------ -------------- --------------- -----------
Less than $100,000 ...... 2.00% 2.04% 1.75%
$100,000 or more but
less than $500,000 ...... 1.60% 1.63% 1.40%
$500,000 or more but
less than $1,000,000 .... 1.30% 1.32% 1.10%
$1,000,000 and over ..... 1.00% 1.01% 0.80%
The Distributor reserves the right to reallow the entire sales charge to
dealers. If that occurs, the dealer may be considered an "underwriter" under
Federal securities laws.
[ ] SPECIAL ARRANGEMENTS WITH DEALERS. The Distributor may advance up to 13
months' commissions to dealers that have established special arrangements with
the Distributor for Asset Builder Plans for their clients.
REDUCED SALES CHARGES FOR CLASS A SHARE PURCHASES. You may be eligible to
buy Class A Shares at reduced sales charge rates in one or more of the following
ways:
[ ] RIGHT OF ACCUMULATION. To qualify for the lower sales charge rates that
apply to larger purchases of Class A Shares, you and your spouse can add
together Class A and Class B Shares you purchase for your individual accounts,
or jointly, or for trust or custodial accounts on behalf of your children who
are minors. A fiduciary can count all shares purchased for a trust, estate or
other fiduciary account (including one or more employee benefit plans of the
same employer) that has multiple accounts. Additionally, you can add together
current purchases of Class A and Class B Shares of the Fund and other
Oppenheimer funds to reduce the sales charge rate that applies to current
purchases of Class A Shares. You can also count Class A and Class B Shares of
Oppenheimer funds you previously purchased subject to an initial or contingent
deferred sales charge to reduce the sales charge rate for current purchases of
Class A Shares, provided that you still hold your investment in one of the
Oppenheimer funds. The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price). The
Oppenheimer funds are listed in "Reduced Sales Charges" in the Statement of
Additional Information, or a list can be obtained from the Distributor. The
reduced sales charge will apply only to current purchases and must be requested
when you buy your shares.
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<PAGE>
[ ] LETTER OF INTENT. Under a Letter of Intent, you may purchase Class A
Shares or Class A Shares and Class B Shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A Shares. The total amount of your intended
purchases of both Class A and Class B will determine the reduced sales charge
rate for the Class A Shares purchased during that period. This can include
purchases made up to 90 days before the date of the Letter. More information is
contained in the Application and in "Reduced Sales Charges" in the Statement of
Additional Information.
[ ] WAIVERS OF CLASS A SALES CHARGES. The Class A sales charges are not
imposed in the circumstances described below. There is an explanation of this
policy in "Reduced Sales Charges" in the Statement of Additional Information.
WAIVERS OF INITIAL SALES CHARGES FOR CERTAIN PURCHASERS. Class A Shares
purchased by the following investors are not subject to any Class A sales
charges:
{ ] the Manager or its affiliates;
{ } present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
{ } registered management investment companies, or separate accounts of
insurance companies having an agreement with the Manager or the Distributor for
that purpose;
{ } dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans for their
employees;
{ } employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have entered into
sales arrangements with such dealers or brokers (and are identified to the
Distributor) or with the Distributor; the purchaser must certify to the
Distributor at the time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor children);
{ } dealers, brokers or registered investment advisers that have entered
into an agreement with the Distributor or the Fund providing specifically for
the use of shares of the Fund in particular investment products made available
to their clients (those clients may be charged a transaction fee by their
dealer, broker or adviser on the purchase or sale of Fund Shares);
{ } dealers, brokers or registered investment advisers that have entered
into an agreement with the Distributor to sell shares of defined contribution
employee retirement plans for which the dealer, broker or investment adviser
provides administration services; or
{ } trust companies and bank trust departments for funds held in fiduciary,
agency, custodial or simiar capacity.
WAIVERS OF INITIAL SALES CHARGES IN CERTAIN TRANSACTIONS. Class A Shares
issued or purchased in the following transactions are not subject to Class A
sales charges:
{ } shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
{ } shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other OppenheimerFunds (other than
Oppenheimer Cash Reserves) or unit investment trusts for which reinvestment
arrangements have been made with the Distributor; or
{ } shares purchased and paid for with the proceeds of shares redeemed in
the prior 12 months from a mutual fund (other than a fund managed by the Manager
or any of its subsidiaries) on which an initial sales charge or contingent
deferred sales charge was paid (this waiver also applies to shares purchased by
exchange of shares of Oppenheimer Money Market Fund, Inc. that were purchased
and paid for in this manner); this waiver must be requested when the purchase
order is placed for your shares of the Fund, and the Distributor may require
evidence of your qualification for this waiver.
There is a further discussion of this policy in "Reduced Sales Charges" in
the Statement of Additional Information.
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[ ] SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan
for Class A Shares to reimburse the Distributor for a portion of its costs
incurred in connection with the personal service and maintenance of accounts
that hold Class A Shares. Reimbursement is made quarterly at an annual rate that
may not exceed 0.25% of the average annual net assets of Class A Shares of the
Fund. The Distributor uses all of those fees to compensate dealers, brokers,
banks and other financial institutions quarterly for providing personal service
and maintenance of accounts of their customers that hold Class A Shares and to
reimburse itself for its other expenditures under the Plan.
Services to be provided include, among others, answering customer inquiries
about the Fund, assisting in establishing and maintaining accounts in the Fund,
making the Fund's investment plans available and providing other services at the
request of the Fund or the Distributor. Payments are made by the Distributor
quarterly at an annual rate not to exceed 0.25% of the average annual net assets
of Class A Shares held in accounts of the dealer or its customers. The payments
under the Plan increase the annual expenses of Class A Shares. For more details,
please refer to "Distribution and Service Plans" in the Statement of Additional
Information.
BUYING CLASS B SHARES. Class B Shares are sold at net asset value per share
without an initial sales charge. However, if Class B Shares are redeemed within
4 years of their purchase, a contingent deferred sales charge will be deducted
from the redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains distributions. The
charge will be assessed on the lesser of the net asset value of the shares at
the time of redemption or the original purchase price. The contingent deferred
sales charge is not imposed on the amount of your account value represented by
the increase in net asset value over the initial purchase price. The Class B
contingent deferred sales charge is paid to the Distributor to reimburse its
expenses of providing distribution-related services to the Fund in connection
with the sale of Class B Shares.
To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares acquired
by reinvestment of dividends and capital gains distributions, (2) shares held
for over 4 years, and (3) shares held the longest during the 4-year period. The
contingent deferred sales charge is not imposed in the circumstances described
in "Waivers of Class B Sales Charges" below.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Contingent Deferred
Years Since Beginning Sales Charge on
of Month in Which Redemptions in that
Purchase Order Year (as of Amount
Was Accepted Subject to Charge)
- --------------------- -------------------
0-1 ............................. 2.50%
1-2 ............................. 2.00%
2-3 ............................. 1.50%
3-4 ............................. 1.00%
4 and following ................. None
In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which the
purchase was made.
[ ] AUTOMATIC CONVERSION OF CLASS B SHARES. 72 months after you purchase
Class B Shares, those shares will automatically convert to Class A Shares. This
conversion feature relieves Class B shareholders of the asset-based sales charge
that applies to Class B Shares under the Class B Distribution and Service Plan,
described below. The conversion is based on the relative net asset value of the
two classes, and no sales load or other charge is imposed. When Class B Shares
convert, any other Class B Shares that were acquired by the reinvestment of
dividends and distributions on the converted shares will also convert to Class A
Shares. The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements--Class A Shares and Class B
Shares" in the Statement of Additional Information.
[ ] DISTRIBUTION AND SERVICE PLAN FOR CLASS B SHARES. The Fund has adopted
a Distribution and Service Plan for Class B Shares to compensate the Distributor
for distributing Class B Shares and servicing accounts. Under the Plan, the Fund
pays the Distributor an annual "asset-based sales charge" of 0.50% per year on
Class B Shares that are outstanding for 4 years or less. The Distributor also
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<PAGE>
receives a service fee of 0.25% per year. Both fees are computed on the average
annual net assets of Class B Shares, determined as of the close of each regular
business day. Although the terms of the Distribution and Service Plan permit the
Fund to pay an "asset-based sales charge" of up to 0.75% per annum of the
average daily net assets attributable to Class B Shares, the Board of Trustees
has approved payment of an "asset-based sales charge" of up to only 0.50% per
annum of the average daily net assets attributable to Class B Shares. The
asset-based sales charge and service fee as currently in effect increase Class B
expenses by 0.75% of average net assets per year.
The Fund pays the asset-based sales charge to the Distributor for its
services rendered in connection with the distribution of Class B Shares. Those
payments, retained by the Distributor, are at a fixed rate which is not related
to the Distributor's expenses. The services rendered by the Distributor include
paying and financing the payment of sales commissions, service fees, and other
costs of distributing and selling Class B Shares. If the Plan is terminated by
the Fund, the Board of Trustees may allow the Fund to continue payments of the
asset-based sales charge to the Distributor for distributing Class B Shares
before the Plan was terminated. The asset-based sales charge allows investors to
buy Class B Shares without a front-end sales charge while allowing the
Distributor to compensate dealers that sell Class B Shares.
The Distributor uses the service fee to compensate dealers for providing
personal services for accounts that hold Class B Shares. Those services are
similar to those provided under the Class A Service Plan, described above. The
Distributor pays the 0.25% service fee to dealers in advance for the first year
after Class B Shares have been sold by the dealer. After the shares have been
held for a year, the Distributor pays the fee on a quarterly basis. The
Distributor pays sales commissions of 2.00% (including a prepaid service fee of
0.25%) of the purchase price to dealers from its own resources at the time of
sale.
The Distributor's actual expenses in selling Class B Shares may be more
than the payments it receives from contingent deferred sales charges collected
on redeemed shares and from the Fund under the Distribution and Service Plans
for Class A and Class B Shares. Therefore, those expenses may be carried over
and paid in future years. At December 31, 1995, the end of the Class B Plan
year, the Distributor had incurred unreimbursed expenses under the Plan of
$275,099 (equal to 1.71% of the Fund's net assets represented by Class B Shares
on that date), which have been carried over into the present Plan year. If
either Plan is terminated by the Fund, the Board of Trustees may allow the Fund
to continue payments of the asset-based sales charge to the Distributor for
distributing shares before the Plan was terminated.
[ ] WAIVERS OF CLASS B SALES CHARGE. The Class B contingent deferred sales
charge will not be applied to shares purchased in certain types of transactions
nor will it apply to Class B Shares redeemed in certain circumstances as
described below. The reasons for this policy are in "Reduced Sales Charges" in
the Statement of Additional Information.
WAIVERS FOR REDEMPTIONS OF SHARES IN CERTAIN CASES. The Class B contingent
deferred sales charge will be waived for redemptions of shares in the following
cases:
{ } Following the death or disability of the last surviving shareholder
(the death or disability must have occurred after the account was established,
and for disability you must provide evidence of a determination of disability by
the Social Security Administration);
{ } shares sold to the Manager or its affiliates;
{ } shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or the
Distributor for that purpose;
{ } shares issued in plans of reorganization to which the Fund is a party;
and
{ } shares redeemed in involuntary redemptions as described below. Further
details about this policy are contained in "Reduced Sales Charges" in the
Statement of Additional Information.
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 electroni-
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cally between those accounts to perform a number of types of account
transactions. These include purchases of shares by telephone (either through a
service representative or by PhoneLink, described below), automatic investments
under Asset Builder Plans, and sending dividends and distributions or Automatic
Withdrawal Plan payments directly to your bank account. Please refer to the
Application for details or call the Transfer Agent for more information.
AccountLink privileges 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.
[ ] USING ACCOUNTLINK TO BUY SHARES. Purchases may be made by telephone
only after your account has been established. To purchase shares in amounts up
to $250,000 through a telephone representative, call the Distributor at
1-800-852-8457. The purchase payment will be debited from your bank account.
[ ] PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system
that enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the special PhoneLink number: 1-800-533-3310.
{ } Purchasing Shares. You may purchase shares in amounts up to $100,000 by
phone, by calling 1-800-533-3310. You must have established AccountLink
privileges to link your bank account with the Fund, to pay for these purchases.
{ } Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your Fund
account to another Oppenheimer funds account you have already established by
calling the special PhoneLink number. Please refer to "How to Exchange Shares,"
below, for details.
{ } Selling Shares. You can redeem shares by telephone automatically by
calling the PhoneLink number and the Fund will send the proceeds directly to
your AccountLink bank account. Please refer to "How to Sell Shares," below, for
details.
AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
[ ] AUTOMATIC WITHDRAWAL PLANS. If your Fund account is $5,000 or more, you
can establish an Automatic Withdrawal Plan to receive payments of at least $50
on a monthly, quarterly, semi-annual or annual basis. The checks may be sent to
you or sent automatically to your bank account on AccountLink. You may even set
up certain types of withdrawals of up to $1,500 per month by telephone. You
should consult the Application and Statement of Additional Information for more
details.
[ ] AUTOMATIC EXCHANGE PLANS. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of up to
five other Oppenheimer funds on a monthly, quarterly, semi-annual or annual
basis under an Automatic Exchange Plan. The minimum purchase for each
OppenheimerFunds account is $25. These exchanges are subject to the terms of the
Exchange Privilege, described below.
REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class
B Shares of the Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A or B Shares of the Fund or other Oppenheimer
funds without paying a sales charge. This privilege applies to Class A Shares
that you purchased subject to an initial sales charge and to Class A or Class B
Shares on which you paid a contingent deferred sales charge when you redeemed
them. You must be sure to ask the Distributor for this privilege
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<PAGE>
when you send your payment. Please consult the Statement of Additional
Information for more details.
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. The Fund offers you a number of ways to sell your shares:
in writing or by telephone. You can also set up Automatic Withdrawal Plans to
redeem shares on a regular basis, as described above. If you have questions
about any of these procedures, and especially if you are redeeming shares in a
special situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for assistance.
[ ] CERTAIN REQUESTS REQUIRE A SIGNATURE GUARANTEE.To protect you and the
Fund from fraud, certain redemption requests must be in writing and must include
a signature guarantee in the following situations (there may be other situations
also requiring a signature guarantee):
{ } You wish to redeem more than $50,000 worth of shares and receive a
check
{ } The redemption check is not payable to all shareholders listed on the
account statement
{ } The redemption check is not sent to the address of record on your
account statement
{ } Shares are being transferred to a Fund account with a different owner
or name, or
{ } Shares are redeemed by someone other than the owners (such as an
Executor)
[ ] WHERE CAN I HAVE MY SIGNATURE GUARANTEED? The Transfer Agent will
accept a guarantee of your signature by a number of financial institutions,
including: a U.S. bank, trust company, credit union or savings association, or
by a foreign bank that has a U.S. correspondent bank, or by a U.S. registered
dealer or broker in securities, municipal securities or government securities,
or by a U.S. national securities exchange, a registered securities association
or a clearing agency. If you are signing on behalf of a corporation, partnership
or other business, or as a fiduciary, you must also include your title in the
signature.
SELLING SHARES BY MAIL. Write a "letter of instructions" that includes:
{ } Your name
{ } The Fund's name
{ } Your Fund account number (from your account statement)
{ } The dollar amount or number of shares to be redeemed
{ } Any special payment instructions
{ } Any share certificates for the shares you are selling
{ } The signatures of all registered owners exactly as the account is
registered, and
{ } Any special requirements or documents requested by the Transfer Agent
to assure proper authorization of the person asking to sell shares.
Use the following address Send courier or Express Mail
for requests by mail: requests to:
- ------------------------- ----------------------------
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue,
Denver, Colorado 80217 Building D
Denver, Colorado 80231
SELLING SHARES BY TELEPHONE. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price on a
regular business day, your call must be received by the Transfer Agent by the
close of The New York Stock Exchange that day, which is normally 4:00 P.M., but
may be earlier on some days. Shares held in an OppenheimerFunds retirement plan
or under a share certificate may not be redeemed by telephone.
{ } To redeem shares through a service representative, call 1-800-852-8457
{ } To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address on the
account statement, or, if you have linked
20
<PAGE>
your Fund account to your bank account on AccountLink, you may have the proceeds
wired to that bank account.
[ ] TELEPHONE REDEMPTIONS PAID BY CHECK. Up to $50,000 may be redeemed by
telephone in any 7-day period. The check must be payable to all owners of record
of the shares and must be sent to the address on the account. This service is
not available within 30 days of changing the address on an account.
[ ] TELEPHONE REDEMPTIONS THROUGH ACCOUNTLINK. There are no dollar limits
on telephone redemption proceeds sent to a bank account designated when you
establish AccountLink. Normally the ACH wire to your bank is initiated on the
business day after the redemption. You do not receive dividends on the proceeds
of the shares you redeemed while they are waiting to be wired.
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 call your dealer for
additional information. Please refer to "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" in the Statement of Additional Information for
more details.
HOW TO EXCHANGE SHARES
Shares of the Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share at the time of exchange, without sales charge.
{ } Shares of the fund selected for exchange must be available for sale in
your state of residence
{ } The prospectuses of this Fund and the fund whose shares you want to buy
must offer the exchange privilege
{ } You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them; after the account is open 7 days, you
can exchange shares every regular business day
{ } You must meet the minimum purchase requirements for the fund you
purchase by exchange
{ } Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the same
class in the other Oppenheimer funds. For example, you can exchange Class A
Shares of this Fund only for Class A Shares of another fund. At present, not all
of the Oppenheimer funds offer Class B Shares. If a fund has only one class of
shares that does not have a class designation, they are "Class A Shares" for
exchange purposes. A list showing which funds offer which classes can be
obtained by calling the Transfer Agent at 1-800-525-7048.
The following limitations apply to exchanges of shares of the Fund:
(1) Upon the exchange of Class A Shares of the Fund for Class A Shares of
another Oppenheimer fund, those shares acquired upon exchange may not
subsequently be exchanged for Class A Shares of the Fund unless the
original exchange involved an exchange into Class A Shares of one of
the following funds: Oppenheimer Money Market Fund, Inc., Oppenheimer
Cash Reserves or Rochester Fund Municipals.
(2) Upon the exchange of Class A Shares of the Fund for Class A Shares of
another Oppenheimer fund, those shares acquired upon exchange may not
subsequently be exchanged for Class A Shares of Rochester Fund
Municipals unless the original exchange involved an exchange into
Class A Shares of either Oppenheimer Money Market Fund, Inc. or
Oppenheimer Cash Reserves.
(3) Upon the exchange of Class B Shares of the Fund for Class B Shares of
another Oppenheimer fund, those shares acquired upon exchange may not
subsequently be exchanged for Class B Shares of the Fund unless the
original exchange involved an exchange into Class B Shares of
Oppenheimer Cash Reserves.
Please refer to "How to Exchange Shares" in the Statement of Additional
Information for more details. Exchanges may be requested in writing or by
telephone:
[ ] WRITTEN EXCHANGE REQUESTS. Submit an OppenheimerFunds Exchange Request
form, signed by all owners of the account. Send it to the Transfer Agent at the
addresses listed in "How to Sell Shares."
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<PAGE>
[ ] TELEPHONE EXCHANGE REQUESTS. Telephone exchange requests may be made
either by calling a service representative at 1-800-852-8457 or by using
PhoneLink for automated exchanges, by calling 1-800-533-3310. Telephone
exchanges may be made only between accounts that are registered with the same
name(s) and address. Shares held under certificates may not be exchanged by
telephone.
You can find a list of Oppenheimer funds currently available for exchanges
in the Statement of Additional Information or by calling a service
representative at 1-800-525-7048. Exchanges of shares involve a redemption of
the shares of the fund you own and a purchase of shares of the other fund.
There are certain exchange policies you should beaware of:
{ } Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that is in proper form by the close
of The New York Stock Exchange that day, which is normally 4:00 P.M. but may be
earlier on some days. However, either fund may delay the purchase of shares of
the fund you are exchanging into up to 7 days if it determines it would be
disadvantaged by a same-day transfer of the proceeds to buy shares. For example,
the receipt of multiple exchange requests from a dealer in a "market-timing"
strategy might require the disposition of securities at a time or price
disadvantageous to the Fund.
{ } Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request that
will disadvantage it, or to refuse multiple exchange requests submitted by a
shareholder or dealer.
{ } The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund will attempt to provide you notice whenever it is
reasonably able to do so, it may impose these changes at any time.
{ } If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for exchange will
be exchanged.
The Distributor has entered into agreements with certain dealers and
investment advisers permitting them to exchange their clients' shares by
telephone. These privileges are limited under those agreements and the
Distributor has the right to reject or suspend those privileges. As a result,
those exchanges may be subject to notice requirements, delays and other
limitations that do not apply to shareholders who exchange their shares directly
by calling or writing to the Transfer Agent.
SHAREHOLDER ACCOUNT RULES AND POLICIES
[ } NET ASSET VALUE PER SHARE is determined for each class of shares as of
the close of The New York Stock Exchange, which is normally 4:00 P.M. but may be
earlier on some days, on each day the Exchange is open by dividing the value of
the Fund's net assets attributable to a class by the number of shares of that
class that are outstanding. The Fund's Board of Trustees has established
procedures to value the Fund's securities to determine net asset value. In
general, securities values are based on market value. There are special
procedures for valuing illiquid and restricted securities and obligations for
which market values cannot be readily obtained.
These procedures are described more completely in the Statement of
Additional Information.
[ ] THE OFFERING OF SHARES may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be suspended
by the Board of Trustees at any time the Board believes it is in the Fund's best
interest to do so.
[ ] TELEPHONE TRANSACTION PRIVILEGES for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any time. If
an account has more than one owner, the Fund and the Transfer Agent may rely on
the instructions of any one owner. Telephone privileges apply to each owner of
the account and the dealer representative of record for the account unless and
until the Transfer Agent receives cancellation instructions from an owner of the
account.
[ ] THE TRANSFER AGENT WILL RECORD ANY TELEPHONE CALLS to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification
22
<PAGE>
numbers and other account data or by using PINs, and by confirming such
transactions in writing. If the Transfer Agent does not use reasonable
procedures it may be liable for losses due to unauthorized transactions, but
otherwise neither the Transfer Agent nor the Fund will be liable for losses or
expenses arising out of telephone instructions reasonably believed to be
genuine. If you are unable to reach the Transfer Agent during periods of unusual
market activity, you may not be able to complete a telephone transaction and
should consider placing your order by mail.
[ ] REDEMPTION OR TRANSFER REQUESTS WILL NOT BE HONORED UNTIL THE TRANSFER
AGENT RECEIVES ALL REQUIRED DOCUMENTS IN PROPER FORM. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements for
redemptions stated in this Prospectus.
[ ] DEALERS THAT CAN PERFORM ACCOUNT TRANSACTIONS FOR THEIR CLIENTS BY
PARTICIPATING IN NETWORKING through the National Securities Clearing Corporation
are responsible for obtaining their clients' permission to perform those
transactions and are responsible to their clients who are shareholders of the
Fund if the dealer performs any transaction erroneously.
[ ] THE REDEMPTION PRICE FOR SHARES WILL VARY from day to day because the
value of the securities in the Fund's portfolio fluctuates, and the redemption
price, which is the net asset value per share, will normally be different for
Class A and Class B. Therefore, the redemption value of your shares may be more
or less than their original cost.
[ ] PAYMENT FOR REDEEMED SHARES is made ordinarily in cash and forwarded by
check or through AccountLink (as elected by the shareholder under the redemption
procedures described above) within 7 days after the Transfer Agent receives
redemption instructions in proper form, except under unusual circumstances
determined by the Securities and Exchange Commission delaying or suspending such
payments. For accounts registered in the name of a broker-dealer, payment will
be forwarded within 3 business days. The Transfer Agent may delay forwarding a
check or processing a payment via AccountLink for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much as 10
days from the date the shares were purchased. That delay may be avoided if you
purchase shares by certified check or arrange to have your bank provide
telephone or written assurance to the Transfer Agent that your purchase payment
has cleared.
[ ] INVOLUNTARY REDEMPTIONS OF SMALL ACCOUNTS may be made by the Fund if
the account value has fallen below $200 for reasons other than the fact that the
market value of shares has dropped, and in some cases involuntary redemptions
may be made to repay the Distributor for losses from the cancellation of share
purchase orders.
[ ] "BACKUP WITHHOLDING" of Federal income tax may be applied at the rate
of 31% from dividends, distributions and redemption proceeds (including
exchanges) if you fail to furnish the Fund a certified Social Security or
Employer Identification Number when you sign your application, or if you violate
Internal Revenue Service regulations on tax reporting of income.
[ ] THE FUND DOES NOT CHARGE A REDEMPTION FEE, but if your dealer or broker
handles your redemption, they may charge a fee. That fee can be avoided by
redeeming your Fund shares directly through the Transfer Agent. Under the
circumstances described in "How To Buy Shares," you may be subject to a
contingent deferred sales charge when redeeming certain Class A and Class B.
[ ] TO AVOID SENDING DUPLICATE COPIES OF MATERIALS TO HOUSEHOLDS, the Fund
will mail only one copy of each annual and semi-annual report to shareholders
having the same last name and address on the Fund's records. However, each
shareholder may call the Transfer Agent at 1-800-525-7048 to ask that copies of
those materials be sent personally to that shareholder.
DIVIDENDS, CAPITAL GAINS AND TAXES
There are two types of distributions which the Fund may make to its
shareholders, income dividends and capital gain distributions. Distributions
paid by the Fund with respect to Class A Shares likely will be greater than
those paid with respect to Class B Shares because expenses attributable to Class
B Shares generally will be higher.
[ ] INCOME DIVIDENDS. The Fund receives income in the form of interest paid
by its investments. This income, less the expenses incurred in the Fund's
operations, is referred to as net investment income. Income dividends are
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<PAGE>
declared and recorded each day based on estimated net investment income. Such
dividends are paid monthly. Investors earn such dividends beginning on the day
payment for Shares is received to the day prior to the settlement date of
redemption. For federal tax purposes, all distributions declared in the fourth
quarter of any calendar year are deemed paid in that calendar year even if they
are distributed in January of the following year. Any net gain the Fund may
realize from transactions in securities held less than the period required for
long term capital gain recognition (taking into account any carryover of capital
losses from previous years), while technically a distribution from capital gain,
is taxed as an income dividend under the Code.
[ ] CAPITAL GAIN DISTRIBUTIONS. If, during any fiscal year, the Fund
realizes a net gain on transactions in securities held for more than one year,
it has a net long term capital gain. After deduction of the amount of any net
short term loss, the balance may be used to offset any carryover of capital
losses from previous years, or, if there is no loss carryover, will be paid out
to shareholders as a capital gain distribution. Capital gain distributions, if
any, will be paid to shareholders of record prior to the end of each calendar
year.
Because the value of Fund Shares is based directly on the amount of its net
assets, rather than on the principle of supply and demand, any distribution of
income or capital gain will result in a decrease in the value of Fund Shares
equal to the amount of the distribution.
All dividends and capital gain distributions are paid in additional full
and fractional Shares at net asset value for each shareholder's account unless
otherwise requested on the Account Application or by notifying the Fund in
writing or by telephone. Notice will be effective for the current dividend or
distribution only if it is received by the Fund at least five business days
before the record date. Notice received thereafter will be effective commencing
with the next dividend or distribution. Income dividends and capital gain
distributions will be credited to a shareholder's account in additional shares
valued at the closing net asset value (without a sales load).
In certain circumstances, dividends received from the Fund may cause a
portion of Social Security benefits to be subject to federal income tax. See the
Statement of Additional Information.
[ ] DISTRIBUTION OPTIONS. When you open your account, specify on your
application how you want to receive your distributions. For OppenheimerFunds
retirement accounts, all distributions are reinvested. For other accounts, you
have four options:
{ } REINVEST ALL DISTRIBUTIONS IN THE FUND. You can elect to reinvest all
dividends and long-term capital gains distributions in additional shares of the
Fund.
{ } REINVEST LONG-TERM CAPITAL GAINS ONLY. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or sent
to your bank account on AccountLink.
{ } RECEIVE ALL DISTRIBUTIONS IN CASH. You can elect to receive a check for
all dividends and long-term capital gains distributions or have them sent to
your bank on AccountLink.
{ } REINVEST YOUR DISTRIBUTIONS IN ANOTHER OPPENHEIMER FUND ACCOUNT. You
can reinvest all distributions in another Oppenheimer fund account you have
established.
TAXES
[ ] TAXATION OF THE FUND. During the taxable year ended December 31, 1995,
the Fund qualified for treatment as a regulated investment company under
Subchapter M of the Code. The Fund intends to continue to so qualify for future
taxable years. The Fund intends to avoid incurring liability for federal income
tax on its investment company taxable income (consisting generally of taxable
net investment income and net short-term capital gains) and net capital gain
(the excess of net long-term capital gain over net short-term capital loss), and
a 4% federal excise tax on certain undistributed income and gains, by
distributing all of that income and gains and by meeting other applicable
requirements of the Code.
[ ] TAXATION OF SHAREHOLDERS. By meeting certain requirements of the Code,
including the requirement that at the close of each quarter of its taxable year
at least 50% of the value of its total assets consists of obligations the
interest on which is excludable from gross income under section 103(a) of the
Code, the Fund intends to continue to qualify to
24
<PAGE>
pay "exempt-interest" dividends to its shareholders. Exempt-interest dividends
designated as such by the Fund may be excluded from a shareholder's gross income
for federal income tax purposes. To the extent dividends are derived from
earnings on interest attributable to obligations of New York State and its
political subdivisions, Puerto Rico, or other U.S. possessions, they also will
be excluded from a New York shareholder's gross income for New York State and
New York City personal income tax purposes.
Although exempt-interest dividends will not be subject to federal income
tax for Fund shareholders, a portion of such dividends which is derived from
interest on certain "private activity" bonds will give rise to a tax preference
item which could subject a shareholder to, or increase a shareholder's liability
under, the federal alternative minimum tax, depending on the shareholder's
individual tax situation.
To the extent dividends are derived from options trading, temporary taxable
investments, an excess of net short-term capital gain over net long-term capital
loss or accretion of market discount, those dividends are taxable as ordinary
income for federal income tax purposes whether a shareholder has elected to
receive dividends in cash or additional Fund Shares. Such dividends will not
qualify for the dividends-received deduction for corporations. Interest on
indebtedness incurred or continued to purchase or carry Shares of the Fund is
not deductible to the extent the Fund's distributions consist of exempt-interest
dividends. Distributions, if any, of net capital gain, when designated as such,
will be treated as long-term capital gains by each shareholder regardless of the
length of time the shareholder has owned Fund Shares and whether the shareholder
received them in cash or additional Fund Shares.
Information as to the tax status of Fund distributions will be provided
annually including information as to which portions are taxable or tax-exempt.
In addition, information will be provided annually identifying the portion of
exempt-interest dividends that constitutes a preference item for shareholders in
determining their liability for the alternative minimum tax. Shareholders who
have not been in the Fund for a full taxable year may get distributions of
income and/or capital gains which are not equivalent to the actual amount
applicable to the period for which they have held shares.
The Fund is required to withhold 31% of all taxable dividends, capital gain
distributions and redemption proceeds (including any applicable CDSC) payable to
individuals and certain other noncorporate shareholders who do not furnish the
Fund with a correct taxpayer identification number. Withholding at that rate
from taxable dividends and capital gain distributions also is required for such
shareholders who otherwise are subject to backup withholding.
Up to 85% of a Social Security recipient's benefits may be included in
federal gross income for recipients whose adjusted gross income (including
income from tax-exempt sources such as the Fund) plus 50% of their benefits
exceeds certain base amounts. Income from the Fund is still tax-exempt to the
extent described above; it is only included in the calculation of whether a
recipient's Social Security benefits are to be included in gross income.
A redemption of Fund Shares may result in taxable gain or loss to the
redeeming shareholder, depending on whether the redemption proceeds are more or
less than the shareholder's adjusted basis for the redeemed Shares (which
normally includes any sales load paid). An exchange of Fund Shares for shares of
another Oppenheimer fund generally will have similar tax consequences.
The foregoing is only a summary of some of the important tax considerations
generally affecting the Fund and its shareholders--see the Statement of
Additional Information for a further discussion--and is not intended to be a
substitute for careful tax planning. There may be tax considerations involved
with the automatic conversion of Class B Shares to Class A Shares--see
Conversion of Class B Shares for further information. There may also be other
federal, state or local tax considerations applicable to a particular investor;
for example, the Fund's distributions may be wholly or partly taxable under
state and/or local laws other than New York State and New York City. PROSPECTIVE
INVESTORS THEREFORE ARE URGED TO CONSULT THEIR OWN TAX ADVISORS.
25
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[LOGO]
The Rochester Funds
A Division of OppenheimerFunds, Inc.
350 Linden Oaks
Rochester, New York 14625-2807
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
Independent Auditors
Price Waterhouse LLP
1900 Chase Square
Rochester, New York 14604-1984
Legal Counsel
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-5891
No dealer, salesperson or another 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., Oppenheimer Funds Distributor,
Inc. or any affiliate thereof. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any state to any person to whom it is unlawful to make such an offer in such
state.
[LOGO OppeimerFunds}
LIMITED TERM
NEW YORK
MUNICIPAL FUND
PROSPECTUS DATED
MARCH 11, 1996
350 LINDEN OAKS
ROCHESTER, NY 14625
[LOGO OppeimerFunds}
<PAGE>
LOGO OPPENHEIMER FUNDS.
ROCHESTER PORTFOLIO SERIES-LIMITED TERM NEW YORK MUNICIPAL FUND
350 Linden Oaks, Rochester, New York 14625
1-800-525-7048
Statement of Additional Information dated March 11, 1996
This Statement of Additional Information of Rochester Portfolio
Series-Limited Term New York Municipal Fund (the "Fund") is not a Prospectus.
This document contains additional information about the Fund and supplements
information in the Prospectus dated March 11, 1996. It should be read together
with the Prospectus, which may be obtained by writing to OppenheimerFunds
Services, the Fund's Transfer Agent, at P.O. Box 5270, Denver, Colorado 80217 or
by calling the Transfer Agent at the toll-free number shown above.
TABLE OF CONTENTS
PAGE
ABOUT THE FUND
Investment Objective and Policies ..................................... 2
Investment Policies and Strategies ............................... 2
Other Investment Techniques and Strategies ....................... 6
Investment Considerations/Risk Factors ........................... 7
Other Investment Restrictions .................................... 17
How the Fund is Managed ............................................... 18
Organization and History ......................................... 18
Trustees and Officers of the Fund ................................ 19
The Manager and Its Affiliates ................................... 24
Brokerage Policies of the Fund ........................................ 26
Performance of the Fund ............................................... 27
Distribution and Service Plans ........................................ 31
ABOUT YOUR ACCOUNT
How to Buy Shares ..................................................... 33
How to Sell Shares .................................................... 39
How to Exchange Shares ................................................ 43
Dividends, Capital Gains and Taxes .................................... 44
Additional Information About the Fund ................................. 47
FINANCIAL INFORMATION ABOUT THE FUND
Financial Statements .................................................. 49
Independent Auditors' Report .......................................... 68
Appendix A: Description of Municipal Securities Ratings .............. A-1
<PAGE>
ABOUT THE FUND
INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT POLICIES AND STRATEGIES. The investment objective of the Fund is to
provide shareholders with as high a level of income exempt from federal income
tax and New York State and New York City personal income taxes as is consistent
with its investment policies and prudent investment management. The Fund intends
to invest primarily in a portfolio of investment grade Municipal Obligations as
defined below and in the Prospectus with a dollar weighted average effective
maturity of five years or less. There can be no assurance that the investment
objective of the Fund will be realized.
The Fund seeks to achieve its objective by investing primarily in a portfolio of
obligations issued by or on behalf of New York State, its political
subdivisions, agencies and instrumentalities and obligations of other qualifying
issuers, such as issuers located in Puerto Rico, the Virgin Islands, and Guam,
which pay interest which, in the opinion of the bond counsel to the issuer, is
exempt from federal income tax and New York State, and New York City personal
income taxes ("Municipal Obligations").
The Fund is classified as non-diversified within the meaning of the Investment
Company Act of 1940, as amended, (the "Investment Company Act"), which means
that the Fund is not limited by the Investment Company Act in the proportion of
its assets that it may invest in obligations of a single issuer. The Fund
intends to continue to qualify as a "regulated investment company," however,
under the Internal Revenue Code of 1986, as amended (the "Code"). See Dividends,
Capital Gains and Taxes. In addition to satisfying other requirements to so
qualify, the Fund will limit its investments so that, at the close of each
quarter of its taxable year, (i) not more than 25% of the market value of its
total assets will be invested in the securities of a single issuer and (ii) with
respect to 50% of its total assets, not more than 5% will be invested in the
securities of a single issuer. In contrast, a fund which elects to be classified
as "diversified" under the Investment Company Act must satisfy the foregoing 5%
requirement with respect to 75% of its assets at all times. To the extent that
the Fund assumes large positions in the obligations of a small number of
issuers, the Fund's total return may fluctuate to a greater extent than that of
a diversified company as a result of changes in the financial condition or in
the market's assessment of the issuers.
MUNICIPAL OBLIGATIONS
-- MUNICIPAL BONDS. Municipal bonds include debt obligations issued to
obtain funds for various public purposes, including the construction of a wide
range of public facilities such as bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works. Other public
purposes for which municipal securities or bonds may be issued include the
refunding of outstanding obligations, the obtaining of funds for general
operating expenses and the obtaining of funds to loan to other public
institutions and facilities. In addition, certain types of private activity
bonds are issued by or on behalf of public authorities to obtain funds to
provide housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, port or
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parking facilities, manufacturing facilities, air or water pollution control
facilities and certain local facilities for water supply, gas, electricity or
sewage or solid waste disposal.
-- GENERAL OBLIGATION BONDS. Issuers of general obligation bonds include
states, counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and sewer
systems. General obligation bonds are secured by the issuer's pledge of its full
faith, credit and taxing power for the payment of principal and interest. The
taxes that can be levied for the payment of debt service may be limited or
unlimited as to the rate or amount of special assessments.
-- REVENUE BONDS. Revenue Bonds are not secured by the full faith, credit
and taxing power of an issuer. Rather, the principal security for revenue bonds
is generally the net revenue derived from a particular facility, group of
facilities or, in some cases, the proceeds of a special excise tax or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects including: electric, gas, water, and sewer systems; highways,
bridges, and tunnels; port and airport facilities; colleges and universities,
and hospitals. Although the principal security behind these bonds may vary, many
provide additional security in the form of a debt service reserve fund, from
which money may be used to make principal and interest payments on the issuer's
obligations. Housing finance authorities have a wide range of security,
including partially or fully insured mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. Some authorities are provided with further security in the form of
state assurance (although without obligation) to make up deficiencies in the
debt service reserve fund.
-- INDUSTRIAL DEVELOPMENT BONDS. Industrial development bonds are, in most
cases, revenue bonds and are issued by or on behalf of public authorities to
raise money for the financing of various privately-operated facilities such as
manufacturing, housing, and pollution control. These bonds are also used to
finance public facilities such as airports, mass transit systems, ports and
parking. The payment of the principal and interest on such bonds is solely
dependent on the ability of the facilities user to meet its financial
obligations and the pledge, if any, of the real and personal property so
financed as security for such payment. The Fund will purchase industrial
development bonds only to the extent that the interest paid by a particular bond
is tax-exempt pursuant to the Code, which limits the types of facilities that
may be financed with tax-exempt industrial development and private activity
bonds and the amounts of such bonds each state may issue.
-- MUNICIPAL NOTES. Municipal notes generally fund short-term capital needs
and have maturities of one year or less. The Fund may invest in municipal notes
which include:
-- TAX ANTICIPATION NOTES. Tax anticipation notes are issued to finance
working capital needs of municipalities. Generally, they are issued in
anticipation of various seasonal tax revenues, such as income, sales, use and
business taxes, and are payable from these specific future taxes.
-- REVENUE ANTICIPATION NOTES. Revenue anticipation notes are issued in
expectation of receipt of other types of revenue, such as federal revenues
available under the Federal Revenue Sharing Programs.
-3-
<PAGE>
-- BOND ANTICIPATION NOTES. Bond anticipation notes are issued to provide
interim financing until long-term financing can be arranged. In most cases, the
long-term bonds then provide the money for the repayment of the notes.
-- MISCELLANEOUS, TEMPORARY AND ANTICIPATORY INSTRUMENTS. These instruments
may include notes issued to obtain interim financing pending entering into
alternate financial arrangements such as receipt of anticipated federal, state
or other grants or aid, passage of increased legislative authority to issue
longer term instruments or obtaining other refinancing.
-- CONSTRUCTION LOAN NOTES. Construction loan notes are sold to provide
construction financing. Permanent financing, the proceeds of which are applied
to the payment of the Construction Loan Notes, is sometimes provided by a
commitment of the Government National Mortgage Association ("GNMA") to purchase
the loan, accompanied by a commitment by the Federal Housing Administration to
insure mortgage advances thereunder. In other instances, permanent financing is
provided by commitments of banks to purchase the loan. The Fund will only
purchase Construction Loan Notes that are subject to permanent GNMA or bank
purchase commitments.
-- TAX-EXEMPT COMMERCIAL PAPER. Tax-exempt commercial paper is a short-term
obligation with a stated maturity of 365 days or less. It is issued by agencies
of state and local governments to finance seasonal working capital needs or as
short-term financing in anticipation of longer term financing.
-- MUNICIPAL LEASES. Municipal lease obligations or installment purchase
contract obligations (collectively, "Municipal Leases") have special risks not
normally associated with Municipal Obligations. Although Municipal Leases do not
constitute general obligations of the municipality for which the municipality's
taxing power is pledged, a Municipal Lease may be backed by the municipality's
covenant to budget for, appropriate and make the payments due under the lease
obligations. However, most lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. Although "non-appropriation" Municipal Leases
are generally secured by the leased property, the Fund's ability to recover
under the lease in the event of non-appropriation or default will be limited
solely to repossession of the leased property without recourse to the general
credit of the lessee, and disposition of the property in the event of
foreclosure might prove difficult. In addition, Municipal Leases may be subject
to an " abatement" risk. The leases underlying certain municipal lease
obligations may provide that lease payments are subject to partial or full
abatement if, because of material damage or destruction of the leased property,
there is substantial interference with the lessee's use or occupancy of such
property. The "abatement" risk may be reduced by the existence of insurance
covering the leased property, the maintenance by the lessee of reserve funds or
the provision of credit enhancements such as letters of credit.
In addition to the "non-appropriation" and "abatement" risks, investments
in Municipal Leases represent a relatively new type of financing. As such,
Municipal Leases have not yet
-4-
<PAGE>
developed the depth of marketability associated with more conventional Municipal
Obligations. The Fund will seek to minimize these risks by investing not more
than 10% of its total assets in Municipal Leases that contain
"non-appropriation" clauses, and by investing only in those "non-appropriation"
lease obligations where (1) the nature of the leased equipment or property is
such that its ownership or use is essential to a governmental function of the
municipality, (2) the lease payments will commence amortization of principal at
an early date resulting in an average life of seven years or less for the lease
obligation, (3) appropriate covenants will be obtained from the municipal
obligor prohibiting the substitution or purchase of similar equipment if lease
payments are not appropriated, (4) the lease obligor has maintained good market
acceptability in the past, (5) the investment is of a size that will be
attractive to institutional investors, and (6) the underlying leased equipment
has elements of portability and/or use that enhance its marketability in the
event foreclosure on the underlying equipment is ever required.
Investments in Municipal Leases will be subject to the Fund's 15% limit on
investments in Illiquid Securities unless, in the judgment of OppenheimerFunds,
Inc. ("the Manager"), a particular Municipal Lease is liquid. The Board of
Trustees has adopted guidelines to be utilized by the Adviser in making
determinations concerning the liquidity and valuation of a municipal lease
obligation. Such determinations will be based on all relevant factors including
among others: (1) the frequency of trades and quotes for the obligation; (2) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (3) the willingness of dealers to undertake to make a
market in the security; (4) the nature of the marketplace trades, including, the
time needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer; (5) the likelihood that the marketability of the
obligation will be maintained throughout the time the Fund holds the obligation;
and (6) the likelihood that the municipality will continue to appropriate
funding for the leased property.
-- NEW FORMS OF MUNICIPAL OBLIGATIONS. New forms of Municipal Obligations
in which the Fund may desire to invest are continuing to evolve. Accordingly,
the descriptions herein as to certain types of existing Municipal Obligations
should be viewed as illustrative and not exclusive. The Fund may invest in new
forms of instruments or variations of existing instruments, subject only to the
Fund's criteria of investment quality and tax exemption and to the restrictions
specified in this Statement of Additional Information. As new forms of
instruments or variations of existing instruments evolve, the Fund will revise
its prospectus to reflect such evolution prior to investing.
-- DEFINITION OF ISSUER. For purposes of diversification under the
Investment Company Act, identification of the "issuer" of a Municipal Obligation
depends on the terms and conditions of the obligation. If the assets and
revenues of an agency, authority, instrumentality or other political subdivision
are separate from those of the government creating the subdivision and the
obligation is backed only by the assets and revenues of the subdivision, such
subdivision would be regarded as the sole issuer. Similarly, in the case of an
industrial development revenue bond, if the bond is backed only by the assets
and revenues of the non-governmental user, the non-governmental user would be
deemed to be the sole issuer.
If, however, in either case, the creating government or some other entity
guarantees the security, such a guarantee would not be a separate security which
must be included in the Fund's
-5-
<PAGE>
limitation on investments in a single issuer, provided the value of all
securities guaranteed by a guarantor is not greater than 10% of the Fund's total
assets.
OTHER INVESTMENT TECHNIQUES AND STRATEGIES
-- STAND-BY COMMITMENTS. The Fund may purchase municipal securities
together with the right to resell the securities to the seller at an agreed upon
price or yield within a specified period prior to the maturity date of the
securities. Although it is not a put option in the technical sense, such a right
to resell is commonly known as a "put" and is also referred to as a "stand-by
commitment."
-- WHEN-ISSUED SECURITIES. Municipal bonds are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
Normally, the settlement date occurs within six months of the purchase of
municipal bonds and notes; during the period between purchase and settlement, no
payment is made by the Fund to the issuer and no interest accrues to the Fund.
To the extent that assets of the Fund are held in cash pending the settlement of
a purchase of securities, the Fund would earn no income; however, it is the
Fund's intention to be fully invested to the extent practicable and subject to
the policies stated above. While when-issued securities may be sold prior to the
settlement date, the Fund intends to purchase such securities with the purpose
of actually acquiring them unless a sale appears desirable for investment
reasons. At the time the Fund makes the commitment to purchase a municipal bond
on a when-issued basis, it will record the transaction and reflect the value of
the security in determining its net asset value. The Fund does not believe that
its net asset value or income will be adversely affected by its purchase of
municipal bonds on a when-issued basis. The Fund will establish a segregated
account in which it will maintain cash and marketable securities equal in value
to commitment for when-issued securities.
-- OPTIONS TRANSACTION. The Fund may engage in options transactions in
order to provide additional income (the writing of covered call options) or in
order to afford protection against adverse market conditions (the buying of put
options). Such transactions may, however, limit the amount of possible capital
appreciation which might otherwise be realized. The Fund may only write covered
call options or purchase put options which are listed for trading on a national
securities exchange and purchase call options and sell put options to the extent
necessary to cancel options previously written. As an operational policy, no
more than 5% of the Fund's net assets will be invested in options transactions.
Unless otherwise noted, the foregoing investment objectives and policies
are not designated as fundamental policies within the meaning of the Investment
Company Act.
6
<PAGE>
INVESTMENT CONSIDERATIONS/RISK FACTORS
-- CONCENTRATION OF INVESTMENTS IN NEW YORK STATE MUNICIPAL SECURITIES
As explained in the Prospectus, the Fund is highly sensitive to the fiscal
stability of New York State (the "State") and its subdivisions, agencies,
instrumentalities or authorities, including New York City, which issue the
Municipal Securities in which the Fund concentrates its investments. The
following information on risk factors in concentrating in New York Municipal
Securities is only a summary, based on publicly available information, and
official statements relating to offerings of New York issuers of Municipal
Securities on or prior to January 24, 1996 with respect to offering of the State
and December 21, 1995 with respect to offering of New York City, and no
representation is made as to the accuracy of such information.
During the mid-1970's the State, some of its agencies, instrumentalities
and public benefit corporations (the "Authorities"), and certain of its
municipalities faced serious financial difficulties. To address many of these
financial problems, the State developed various programs, many of which were
successful in ameliorating the financial crisis. Any further financial problems
experienced by these Authorities or municipalities could have a direct adverse
effect on the New York Municipal Securities in which the Fund invests.
NEW YORK CITY
General. More than any other municipality, the fiscal health of New York
City (the "City") has a significant effect on the fiscal health of the State.
The national economic downturn which began in July 1990 adversely affected the
local economy which had been declining since late 1989. As a result, the City
experienced job losses in 1990 and 1991 and real Gross City Product ("GCP") fell
in those two years. Beginning in 1992, the improvement in the national economy
helped stabilize conditions in the City. Employment losses moderated toward
year-end and real GCP increased, boosted by strong wage gains. After noticeable
improvements in the City's economy during 1994, the City's current four-year
financial plan assumes that economic growth will slow in 1995 and 1996 with
local employment increasing modestly. During the 1995 fiscal year, the City
experienced substantial shortfalls in payments of non-property tax revenues from
those forecasted.
For each of the 1981 through 1994 fiscal years, the City achieved balanced
operating results as reported in accordance with generally accepted accounting
principles ("GAAP") and the City's 1995 fiscal year results are projected to be
balanced in accordance with GAAP. For fiscal year 1995, the City has adopted a
budget which has halted the trend in recent years of substantial increases in
City spending from one year to the next. The adopted budget for the fiscal year
1996 reduces City-funded spending for the second consecutive year. There can be
no assurance that the City will continue to maintain a balanced budget, or that
it can maintain a balanced budget without additional tax or other revenue
increases or reductions in City services, which could adversely affect the
City's economic base.
The Mayor is responsible for preparing the City's four-year financial plan,
including the City's current financial plan for the 1996 through 1999 fiscal
years (the "1996-1999 Financial Plan", "Financial Plan" or "City Plan"). On
November 29, 1995, the City submitted to the Control Board
7
<PAGE>
the Financial Plan for the 1996-1999 fiscal years, which is a modification
to a financial plan submitted to the Control Board on July 11, 1995 (the "July
Financial Plan") and which relates to the City, the Board of Education ("BOE")
and the City University of New York.
The City's projections set forth in the City Plan are based on various
assumptions and contingencies which are uncertain and which may not materialize.
Changes in major assumptions could significantly affect the City's ability to
balance its budget as required by State law and to meet its annual cash flow and
financing requirements. Such assumptions and contingencies include the condition
of the regional and local economies, the impact on real estate tax revenues of
the current downturn in the real estate market, wage increases for City
employees consistent with those assumed in the City Plan, employment growth, the
ability to implement reductions in City personnel and other cost reduction
initiatives, provision of State and Federal aid and mandate relief and the
impact on City revenues of proposals for Federal and State welfare reform.
Implementation of the City Plan is also dependent upon the City's ability
to market its securities successfully in the public credit markets. The City's
financing program for fiscal years 1996 through 1999 contemplates the issuance
of $11 billion of general obligation bonds primarily to reconstruct and
rehabilitate the City's infrastructure and physical assets and to make capital
investments. In addition, the City issues revenue and tax anticipation notes to
finance its seasonal working capital requirements. The success of projected
public sales of City bonds and notes will be subject to prevailing market
conditions, and no assurance can be given that such sales will be completed. If
the City were unable to sell its general obligation bonds and notes, it would be
prevented from meeting its planned operating and capital expenditures. Future
developments concerning the City and public discussion of such developments, as
well as prevailing market conditions, may affect the market for outstanding City
general obligation bonds and notes.
The City Comptroller and other agencies and public officials have issued
reports and make public statements which, among other things, state that
projected revenues may be less and future expenditures may be greater than
forecasted in the City Plan. It is reasonable to expect that such reports and
statements will continue to be issued and to engender public comment.
1996-1999 Financial Plan. The July Financial Plan projected revenues and
expenditures for the 1996 fiscal year balanced in accordance with GAAP. The July
Financial Plan set forth actions to close a previously projected gap of
approximately $3.1 billion in the 1996 fiscal year. The gap-closing actions for
the 1996 fiscal year include agency actions, including productivity savings and
savings from restructuring the delivery of City services; service reductions;
the sale of delinquent real property tax receivables; reduced debt service
costs, resulting from refinancings and other actions; proposed increased Federal
assistance; proposed increased State aid; and various revenue actions.
The Financial Plan also sets forth projections for the 1997 through 1999
fiscal years and outlines a proposed gap-closing program to close projected
budget gaps of $888 million, $1.5 billion and $1.4 billion for the 1997 through
1999 years, respectively. These projections take into account expected increases
in Federal and State assistance. The projections for the 1996 through 1999
fiscal years assume (i) agreement with the City's unions with respect to
approximately $100 million of savings to be derived from efficiencies in
management of employee health insurance programs and
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other health benefit related savings for each of the City's unions; (ii)
$200 million of additional anticipated State aid and $75 million of additional
anticipated Federal aid in each of the 1997 through 1999 fiscal years; (iii)
that the New York City Health and Hospitals Corporation ("HHC") and the Board of
Education will each be able to identify actions to offset substantial revenue
shortfalls reflected in the Financial Plan, including approximately $254 million
annual reduction in revenues for HHC, which results from the reduction in
Medicaid payments proposed by the State and the City, without any increase in
City subsidy payments to HHC; (iv) the continuation of the current assumption of
no wage increases after fiscal year 1995 for City employees unless offset by
productivity increases; (v) $130 million of additional revenues as a result of
the increased rent payments for the City's airports proposed by the City, which
is subject to further discussion with the Port Authority; and (vi) savings of
$45 million in each of the 1997 through 1999 fiscal years which would result
from the State Legislature's enactment of proposed tort reform legislation. In
addition, the 1996-1999 Financial Plan anticipates the receipt of substantial
amounts of Federal aid. Certain Federal legislative proposals contemplate
significant reductions in Federal spending, including proposed Federal welfare
reform, which could result in caps on, or block grants of, Federal Programs.
Various actions proposed in the Financial Plan are subject to approval by
the Governor and the State Legislature, the City's municipal unions and the
Federal government. No assurance can be given that such actions will in fact be
taken or that the savings that the City projects will result from these actions
will be realized. If these measures cannot be implemented, the City will be
required to take other actions to decrease expenditures or increase revenues to
maintain a balanced financial plan.
The Financial Plan reflects certain cost and expenditure increases
including increases in salaries and benefits paid to City employees pursuant to
certain collective bargaining agreements. In the event of a collective
bargaining impasse, the terms of wage settlements could be determined through
the impasse procedure in the New York City Collective Bargaining Law, which can
impose a binding settlement.
Ratings. On July 10, 1995, Standard & Poor's Ratings Group ("Standard &
Poor's") revised downward its rating on City general obligations bonds from A-
to BBB+ and removed City bond from CreditWatch. Standard & Poor's stated that
"structural budgetary balance remains elusive because of persistent softness in
the City's economy, highlighted by weak job growth and a growing dependence on
the historically volatile financial services sector". Other factors identified
by Standard & Poor's in lowering its rating on City bonds included a trend of
using one-time measures, including debt refinancings, to close projected budget
gaps, dependence on unratified labor savings to help balance the Financial Plan,
optimistic projections of additional Federal and State aid or mandate relief, a
history of cash flow difficulties caused by State budget delays and continued
high debt levels. Fitch Investors Service, Inc. ("Fitch") continues to rate the
City general obligation bond A-. Moody's Investors Service, Inc. ("Moody's")
rating for City general obligation bonds is Baa1. Such ratings reflect only the
views of these rating agencies, from which an explanation of the significance of
such ratings may be obtained. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised downward
or withdrawn entirely. Any such downward revision or withdrawal could have an
adverse effect on the market prices of bonds.
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Outstanding Net Indebtedness. As of June 30, 1995, the City and the
Municipal Assistance Corporation for the City of New York had, respectively,
$23.258 billion and $4.033 billion of outstanding net long-term debt.
The City depends on the State for State aid both to enable the City to
balance its budget and to meet its cash requirements. The State's 1995-1996
Financial Plan projects a balanced General Fund. There can be no assurance that
there will not be reductions in State aid to the City from amounts currently
projected or that State budgets in future fiscal years will be adopted by the
April 1 statutory deadline or that any such reductions or delays will not have
adverse effects on the City's cash flow or expenditures.
Litigation. The City is a defendant in a significant number of lawsuits.
Such litigation includes, but is not limited to, routine litigation incidental
to the performance of its government and other functions, actions commenced and
claims asserted against the City arising out of alleged constitutional
violations, alleged torts, alleged breaches of contracts and other violations of
law and condemnation proceedings and other tax and miscellaneous actions. While
the ultimate outcome and fiscal impact, if any, on the proceedings and claims
are not currently predictable, adverse determination in certain of them might
have a material adverse effect upon the City's ability to carry out the City
Plan. As of June 30, 1994, the City estimated its potential future liability on
account of all outstanding claims to be approximately $2.6 billion.
NEW YORK STATE
The State has historically been one of the wealthiest states in the nation.
For decades, however, the State economy has grown more slowly than that of the
nation as a whole, resulting in the gradual erosion of its relative economic
affluence. The causes of this relative decline are varied and complex, in many
cases involving national and international developments beyond the State's
control.
Recent Developments. The national economy began the current expansion in
1991 and has added over 7 million jobs since early 1992. However, the recession
lasted longer in the State and State's economy recovery has lagged behind the
nation's. Although the State has added approximately 185,000 jobs since November
1992, employment growth in the State has been hindered during recent years by
significant cutbacks in the computer and instrument manufacturing, utility,
defense, and banking industries.
The 1995-1996 New York State Financial Plan (the "State Plan") is based on
projections that the State's economy is expected to expand during 1995, but that
there will be a pronounced slow-down during the course of the year. Although
industries that export goods and services abroad are expected to benefit from
the lower dollar, growth will be slowed by government cutbacks at all levels. On
an average annual basis, employment growth will be about the same as 1994. Both
personal income and wages are expected to record moderate gains in 1995. Bonus
payments in the securities industry are expected to increase from last year's
depressed level.
Many uncertainties exist in forecasts of both the national and State
economies, including consumer attitudes toward spending, the extent of corporate
and governmental restructuring, Federal
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fiscal and monetary policies, the level of interest rates, and the
condition of the world economy, which could have an adverse effect on the State.
There can be no assurance that the State economy will not experience results in
the current fiscal year that are worse than predicted, with corresponding
material and adverse effects on the State's projections of receipts and
disbursements.
The 1995-96 Fiscal Year. The State's General Fund (the major operating Fund
of the State) was projected in the State Plan to be balanced on a cash basis for
the 1995-96 fiscal year. The State Plan projected General Fund receipts and
transfers from other funds at $33.110 billion, a decrease of $48 million from
total receipts in the prior fiscal year, and disbursements and transfers to
other funds at $33.055 billion, a decrease of $344 million from the total amount
disbursed in the prior fiscal year.
The State issued the first of the three required quarterly updates to the
State Plan on July 28, 1995 (the "First Quarter Update"). The First Quarter
Update projected a continued balance in the State's 1995-96 Financial Plan and
incorporated few revisions to the Plan.
The State issued its second quarterly update to the State Plan (the
"Mid-Year Update") on October 26, 1995. The Mid-Year Update projected continued
balance in the State's 1995-96 Financial Plan with estimated receipts reduced by
a net $71 million and estimated disbursements reduced by a net $30 million as
compared to the First Quarter Update. The State also updated its forecast of
national and State economic activity through the end of calendar year 1996. The
national economic forecast remained basically unchanged from the initial
forecast on which the original 1995-96 State Financial Plan was based, while the
State economic forecast was marginally weaker.
The State revised the State Plan on December 15, 1995 in conjunction with
the release of the Executive Budget for the 1996-97 fiscal year. The State Plan
continues to project a balanced General Fund with reductions in projected
receipts offset by an equivalent reduction in projected disbursements. Modest
changes were made to the Mid-Year Update, reflecting two more months of actual
results, deficiency requests by State agencies and administrative efficiencies
achieved by State agencies. Total General Fund receipts are expected to be
approximately $73 million lower than estimated at the time of the Mid-Year
Update. The largest single change in these estimates in attributable to the lag
in achieving $50 million in proceeds from sales of State assets, which are
unlikely to be completed prior to the end of the fiscal year. Projected General
Fund disbursements also are reduced by a total of $73 million. The revisions
reflect re-estimates based on actual results through November 1995, the largest
of which is a reduction of $70 million in projected costs for income
maintenance.
There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant disparity
between tax revenues projected from a lower recurring receipts base and the
spending required to maintain state programs at current levels. To address any
potential budgetary imbalance, the State may need to take significant actions to
align recurring receipts and disbursements in future fiscal years.
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The 1996-97 Fiscal Year (Executive Budget Forecast. The Governor presented
his 1996-97 Executive Budget to the Legislature on December 15, 1995 (the
"1996-97 Financial Plan"). The Executive Budget also contains financial
projections for the State's 1997-98 and 1998-99 fiscal years. The 1996-97
Financial Plan projects a continued balance in the General Fund. It reflects a
continuing strategy of substantially reduced State spending, including program
restructurings, reductions in social welfare spending, and efficiency and
productivity initiatives. Total General Fund receipts and transfers from other
funds are projected to be $31.32 billion, a decrease of $1.4 billion from total
receipts projected in the current fiscal year. Total General Fund disbursements
and transfers to other funds are projected to be $31.22 billion, a decrease of
$1.5 billion from spending totals projected for the current fiscal year. The
Executive Budget proposes $3.9 billion in actions to balance the 1996-97
Financial Plan, including projections of (i) over $1.8 billion in savings from
cost containment and other actions in social welfare programs, including
Medicaid, welfare and various health and mental health programs; (ii) $1.3
billion in savings from a reduced State General Fund share of Medicaid made
available from anticipated changes in the federal Medicaid program, including an
increase in the federal share of Medicaid; (iii) over $450 million in savings
from reforms and cost avoidance in educational services (including school aid
and higher education), while providing fiscal relief from certain State mandates
that increase local spending; and (iv) $350 million in savings from efficiencies
and reductions in other State programs.
The Governor has submitted several amendments to the Executive Budget. The
net impact of the amendments leaves unchanged the total estimated amount of the
General Fund spending in 1996-97, which continues to be projected at $31.22
billion.
To make progress toward addressing recurring budgetary imbalances, the
1996-97 Executive Budget proposes significant actions to align recurring
receipts and disbursements in future fiscal year. However, there can be no
assurance that the Legislature will enact the Governor's proposals or that the
State's action will be sufficient to preserve budgetary balance or to align
recurring receipts and disbursements in either 1996-97 or in future fiscal
years. The Executive Budget contains projections of a potential imbalance in the
1997-98 fiscal years of $1.44 billion and in the 1998-99 fiscal year of $2.47
billion, assuming implementation of the Executive Budget recommendations. It is
expected that the Governor will propose to close these budget gaps with further
spending reductions.
Uncertainties with regard to both the economy and potential decisions at
the federal level add further pressure on future budget balance in the State.
For example, various proposals relating to federal tax and spending policies,
such as changes to federal treatment of capital gains which would flow through
automatically to the State personal income tax and changes affecting the federal
share of Medicaid, could, if enacted, have a significant impact on the State's
financial condition in 1996-97 and in future fiscal years.
Composition of State Governmental Funds Group. Substantially all State
non-pension financial operations are accounted for in the State's governmental
funds group. Governmental funds include the General Fund, which receives all
income not required by law to be deposited
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in another fund; Special Revenue Funds, which receive the preponderance of
moneys received by the State from the Federal government and other income the
use of which is legally restricted to certain purposes; Capital Projects Funds,
used to finance the acquisition and construction of major capital facilities by
the State and to aid in certain of such projects conducted by local governments
or public authorities; and Debt Service Funds, which are used for the
accumulation of moneys for the payment of principal of and interest on long-term
debt and to meet lease-purchase and other contractual-obligation commitments.
Local Government Assistance Corporation ("LGAC"). In 1990, as part of a
State fiscal reform program, legislation was enacted creating LGAC, a public
benefit corporation empowered to issue long-term obligations to fund certain
payments to local governments traditionally funded through the State's annual
seasonal borrowing. The legislation authorized LGAC to issue its bond and notes
in an amount not in excess of $4.7 billion (exclusive of certain refunding
bonds) plus certain other amounts. Over a period of years, the issuance of these
long-term obligations, which are to be amortized over no more than 30 years, was
expected to eliminate the need for continued short-term seasonal borrowing. The
legislation also dedicated revenues equal to one-quarter of the four cent State
sales and use tax to pay debt service on these bonds. The legislation also
imposed a cap on the annual seasonal borrowing of the State at $4.7 billion,
less net proceeds of bonds issued by LGAC and bonds issued to provide for
capitalized interest, except in cases where the Governor and the legislative
leaders have certified the need for additional borrowing and provided a schedule
for reducing it to the cap. If borrowing above the cap is thus permitted in any
fiscal year, it is required by law to be reduced to the cap by the fourth fiscal
year after the limit was first exceeded. This provision capping the seasonal
borrowing was included as a covenant with LGAG's bondholders in the resolution
authorizing such bonds.
As of June 1995, LGAC had issued bonds and notes to provide net proceeds of
$4.7 billion completing the program. The impact of LGAC's borrowing is that the
State is able to meet its cash flow needs in the first quarter of the fiscal
year without relying on short-term seasonal borrowings. The State Plan includes
no spring borrowing nor did the 1994-1995 State Financial Plan, which was the
first time in 35 years there was no short-term borrowing.
Authorities. The fiscal stability of the State is related to the fiscal
stability of its Authorities, which generally have responsibility for financing,
constructing and operating revenue-producing public benefit facilities.
Authorities are not subject to the constitutional restrictions on the incurrence
of debt which apply to the State itself, and may issue bonds and notes within
the amounts of, and as otherwise restricted by, their legislative authorization.
As of September 30, 1994, the latest data available, there were 18 Authorities
that had outstanding debt of $100 million or more. The aggregate outstanding
debt, including refunding bonds, of these 18 Authorities was $70.3 billion as of
September 30, 1994.
Authorities are generally supported by revenues generated by the projects
financed or operated, such as fares, user fees on bridges, highway tolls and
rentals for dormitory rooms and housing. In recent years, however, the State has
provided financial assistance through
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appropriations, in some cases of a recurring nature, to certain of the 18
Authorities for operating and other expenses and, in fulfillment of its
commitments on moral obligation indebtedness or otherwise, for debt service.
This operating assistance is expected to continue to be required in future
years.
The State's experience has been that if an Authority suffers serious
financial difficulties, both the ability of the State and the Authorities to
obtain financing in the public credit markets and the market price of the
State's outstanding bonds and notes may be adversely affected. There are certain
statutory arrangements that provide for State local assistance payments
otherwise payable to localities to be made under certain circumstances to
certain Authorities. The State has no obligation to provide additional
assistance to localities whose local assistance payments have been paid to
Authorities under these arrangements. However, in the event that such local
assistance payments are so diverted, the affected localities could seek
additional State funds.
Ratings. On January 13, 1992, Standard & Poor's reduced its ratings on the
State's general obligation bonds from A to A- and, in addition, reduced its
ratings on the State's moral obligation, lease purchase, guaranteed and
contractual obligation debt. Standard & Poor's also continued its negative
rating outlook assessment on State general obligation debt. On April 26, 1993,
Standard & Poor's revised the rating outlook assessment to stable. On February
14, 1994, Standard & Poor's raised its outlook to positive and, on July 13,
1995, confirmed its A- rating. On January 6, 1992, Moody's reduced its ratings
on outstanding limited-liability State lease purchase and contractual
obligations from A to Baa1. On July 3, 1995, Moody's reconfirmed its A rating on
the State's general obligation long-term indebtedness. Ratings reflect only the
respective views of such organizations, and an explanation of the significance
of such ratings may be obtained from the rating agency furnishing the same.
There is no assurance that a particular rating will continue for any given
period of time or that any such rating will not be revised downward or withdrawn
entirely, if in the judgment of the agency originally establishing the rating,
circumstances so warrant. A downward revision or withdrawal of such ratings, or
either of them, may have an effect on the market price of the State Municipal
Securities in which the Fund invests.
General Obligation Debt. As of March 31, 1995, the State had approximately
$5.181 billion in general obligation bonds, excluding refunding bonds, and $149
million in bond anticipation notes outstanding. Principal and interest due on
general obligation bonds and interest due on bond anticipation notes were $793.3
million for the 1994-95 fiscal year and are estimated to be $774.4 million for
the State's 1995-96 fiscal year, not including interest on refunding bonds to
the extent that such interest is to be paid from escrowed funds.
Litigation. The State is a defendant in numerous legal proceedings
pertaining to matters incidental to the performance of routine governmental
operations. Such litigation includes, but is not limited to, claims asserted
against the State arising from alleged torts, alleged breaches of contracts,
condemnation proceedings and other alleged violations of State and Federal laws.
These proceedings could affect adversely the financial condition of the State
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in the 1995-1996 fiscal year or thereafter.
The State believes that the State Plan includes sufficient reserves for the
payment of judgments that may be required during the 1995-96 fiscal year. There
can be no assurance, however, that an adverse decision in any of these
proceedings would not exceed the amount the State Plan reserves for the payment
of judgments and, therefore, could affect the ability of the State to maintain a
balanced 1995-1996 State Plan. In its audited financial statements for the
fiscal year ended March 31, 1995, the State reported its estimated liability for
awarded and anticipated unfavorable judgments at $676 million.
In addition, the State is party to other claims and litigations which its
counsel has advised are not probable of adverse court decisions. Although, the
amounts of potential losses, if any, are not presently determinable, it is the
State's opinion that its ultimate liability in these cases is not expected to
have a material adverse effect on the State's financial position in the 1995-96
fiscal year or thereafter.
Other Localities. Certain localities in addition to the City could have
financial problems leading to requests for additional State assistance during
the State's 1995-96 fiscal year and thereafter. The potential impact on the
State of such actions by localities is not included in the projections of the
State receipts and disbursements in the State's 1995-96 fiscal year.
Fiscal difficulties experienced by the City of Yonkers ("Yonkers") resulted
in the creation of the Financial Control Board for the City of Yonkers (the
"Yonkers Board") by the State in 1984. The Yonkers Board is charged with
oversight of the fiscal affairs of Yonkers. Future actions taken by the Governor
or the State Legislature to assist Yonkers could result in allocation of State
resources in amounts that cannot yet be determined.
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-- MANAGEMENT OF CREDIT RISK. Because 5% of the Fund's assets may be
invested in securities which are rated below the lowest investment grade
categories, as rated by a nationally recognized statistical rating organization
("NRSRO"), and because a substantial portion of its assets may be invested in
securities which are unrated, but which are, in the opinion of the Manager,
comparable in quality to investment grade securities, the Fund is dependent on
the Manager's judgment, analysis and experience in evaluating the quality of
such obligations. In evaluating the credit quality of a particular issue,
whether rated or unrated, the Manager will normally take into consideration,
among other things, the financial resources of the issuer (or, as appropriate,
of the underlying source of the funds for debt service), its sensitivity to
economic conditions and trends, any operating history of and the community
support for the facility financed by the issue, the ability of the issuer's
management and regulatory matters. The Manager will attempt to reduce the risks
inherent in investments in such obligations through active portfolio management,
credit analysis and attention to current developments and trends in the economy
and the financial markets and by structuring the Fund's portfolio to include a
broad spectrum of municipal securities.
Changes in the value of municipal bonds held in the Fund's portfolio
arising from these or
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other factors will cause changes in the net asset value per share of the Fund.
As an operational policy, however, the Fund will not invest more than 5% of its
assets in securities where the principal and interest are the responsibility of
an industrial user with less than three years' operational history.
-- DEFAULT. The Fund will also take such action as it considers appropriate
in the event of anticipated financial difficulties, default or bankruptcy of
either the issuer of any such obligation or of the underlying source of funds
for debt service. Such action may include retaining the services of various
persons and firms to evaluate or protect any real estate, facilities or other
assets securing any such obligation or acquired by the Fund as a result of any
such event. The Fund will incur additional expenditures in taking protective
action with respect to portfolio obligations in default and assets securing such
obligations, and, as a result, the Fund's net asset value could be adversely
affected. Any income derived from the Fund's ownership or operation of assets
acquired as a result of such actions may not be tax-exempt.
-- LIQUIDITY AND VALUATIONS. The Fund may from time to time, purchase
securities which have a rating which is less than investment grade or securities
for which there is no regular trading market. The market values of such
securities tend to reflect individual developments affecting the issuer to a
greater extent than do higher rated or more liquid securities, which react
primarily to fluctuation in the general level of interest rates. Such securities
also tend to be more sensitive to economic conditions than higher rated
securities or securities for which there is a regular trading market. A portion
of these fixed income securities are considered by S&P and Moody's, on balance,
to be speculative with respect to capacity to pay interest and repay principal
in accordance with the terms of the obligation and will generally involve more
credit risk than securities in the higher rating categories. Securities rated
BBB or Baa by S&P or Moody's are considered to be speculative with respect to
their ability to timely make principal and interest payments. It is possible
that the Fund may be required to liquidate such securities at an inopportune
time, thus having a possible adverse affect on the Fund's performance.
OTHER INVESTMENT RESTRICTIONS
The following investment restrictions and policies are designated fundamental
policies within the meaning of the Investment Company Act and may not be changed
without the consent of the shareholders of a majority of the Fund's outstanding
Shares, including a majority of the Shares of the Fund. A majority of the shares
means the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares. The Fund may not:
(1) Purchase common stocks, preferred stocks, warrants, or other equity
securities;
(2) Borrow money or mortgage or pledge any of its assets, except that the
Fund may borrow from a bank for temporary or emergency purposes or for
investment purposes in amounts not exceeding 10% of its total assets.
Where borrowings are made for a purpose other than temporary or
emergency purposes, the Investment Company Act requires that the Fund
maintain asset coverage of at least 300% for all such borrowings.
Should such asset coverage at any time fall below 300%, the Fund will
be required to reduce its borrowings within three (3) days to the
extent necessary to meet such asset coverage.
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(3) Sell securities short, purchase securities on margin, or write put
options. The Fund reserves the right to purchase securities with puts
attached;
(4) Underwrite the securities of other issuers, except to the extent that
the purchase of municipal obligations in accordance with the Fund's
investment objective and policies, either directly from the issuer, or
from an underwriter for an issuer, may be deemed an underwriting;
(5) Purchase or sell real estate, real estate investment trust securities,
commodities, or commodity contracts, or oil and gas interests, but this
shall not preclude the Fund from investing in municipal obligations
secured by real estate or interests therein;
(6) Purchase the securities of any issuer which would result in the Fund
owning more than 10% of the voting securities of such issuer.
(7) Purchase or retain securities of any issuer if trustees of the Fund,
each of whom owns more than 1/2 of 1% of the outstanding securities of
such issuer, together own more than 5% of such outstanding securities;
(8) Make loans to others, except in accordance with the Fund's investment
objective and policies or pursuant to contracts providing for the
compensation of service providers by compensating balances;
(9) Invest more than 25% of its assets in any particular industry or
industries, except that the Fund may invest more than 25% of its assets
in obligations issued or guaranteed by the U. S. Government, its
agencies or instrumentalities. Industrial development bonds, where the
payment of principal and interest is the responsibility of companies
within the same industry, are grouped together as an "industry";
(10) Invest in companies for the purpose of exercising control or
management;
(11) Issue senior securities.
-- NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund operates under certain investment restrictions which are
non-fundamental investment policies of the Fund and which can be changed by the
Board without shareholder approval. These restrictions provide that, for
purposes of Fundamental Investment Restriction No. 9 described above, the Fund's
policy with respect to concentration of investments shall be interpreted as
prohibiting the Fund from making an investment in any given industry if, upon
making the proposed investment, 25% or more of the value of its (total)
assets would be invested in such industry.
The percentage limitations (fundamental and non-fundamental) on investments
which are set forth above are applied at the time an investment is made. No
violation of the percentage limitation will occur unless the limitation is
exceeded immediately after an investment is made and as a result thereof (except
for the limitations on borrowing which are in effect at all times.)
HOW THE FUND IS MANAGED
ORGANIZATION AND HISTORY. Rochester Portfolio Series (the "Trust"), a
Massachusetts business trust established on June 14, 1991, is an open-end,
non-diversified, management investment company consisting of one portfolio, the
Limited Term New York Municipal Fund which currently has two classes of Shares.
As a Massachusetts business trust, the Fund is not required to hold, and does
not plan to hold, regular annual meetings of shareholders. The Fund will hold
meetings when required to do so by the Investment Company Act or other
applicable law, or when a shareholder meeting is called by the Trustees.
Shareholders have the right, upon the declaration in writing or vote of two-
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thirds of the outstanding shares of the Fund, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a Trustee upon the
written request of the record holders of 10% of its outstanding shares. In
addition, if the Trustees receive a request from at least 10 shareholders (who
have been shareholders for at least six months) holding shares of the Fund
valued at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with other
shareholders to request a meeting to remove a Trustee, the Trustees will then
either make the Fund's shareholder list available to the applicants or mail
their communication to all other shareholders at the applicants' expense, or the
Trustees may take such other action as set forth under Section 16(c) of the
Investment Company Act.
Each share of the Fund represents an interest in the Fund proportionately
equal to the interest of each other share of the same class and entitles the
holder to one vote per share (and a fractional vote for a fractional share) on
matters submitted to their vote at shareholders' meetings. Shareholders of the
Fund vote together in the aggregate on certain matters at shareholders'
meetings, such as the election of Trustees and ratification of appointment of
auditors for the Fund. Shareholders of a particular series or class vote
separately on proposals which affect that series or class, and shareholders of a
series or class which is not affected by that matter are not entitled to vote on
the proposal.
The Trustees are authorized to create new series and classes of series. The
Trustees may reclassify unissued shares of the Fund or its series or classes
into additional series or classes of shares. The Trustees may also divide or
combine the shares of a class into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest of a shareholder in the
Fund. Shares do not have cumulative voting rights or preemptive or subscription
rights. Shares may be voted in person or by proxy.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides for
indemnification and reimbursement of expenses out of its property for any
shareholder held personally liable for its obligations. The Declaration of Trust
also provides that the Fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Fund and satisfy
any judgment thereon. Thus, while Massachusetts law permits a shareholder of a
business trust (such as the Fund) to be held personally liable as a "partner"
under certain circumstances, the risk of a Fund shareholder incurring financial
loss on account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above. Any person doing business with the Trust, and any shareholder
of the Trust, agrees under the Trust's Declaration of Trust to look solely to
the assets of the Trust for satisfaction of any claim or demand which may arise
out of any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.
TRUSTEES AND OFFICERS OF THE FUND. The Fund's Trustees and officers, one of
which is the Fund's portfolio manager, are listed below, together with principal
occupations and business affiliations during the past five years. The address of
each is Two World Trade Center, New York, New York 10048, except as noted. All
of the trustees are also trustees of Rochester Fund Municipals and Oppenheimer
Bond Fund for Growth. With the exception of Mr. Cannon, all of the trustees are
also trustees or directors of Oppenheimer Quest Growth & Income Value Fund,
Oppenheimer Quest Officers Value Fund, Oppenheimer Quest Opportunity Value Fund,
Oppenheimer Quest Small Cap Fund, Oppenheimer Quest Value Fund, Inc. and
Oppenheimer Quest Global Value Fund, Inc. Ms. Macaskill (in her capacity as
President), Messrs. Donohue, Bowen, Zack, Bishop and Farrar, respectively, hold
the same offices with the New York-based Oppenheimer Funds as with the Fund. As
of January 5, 1996 the Trustees and officers of the Fund as a group owned less
than 1% of the outstanding shares of class of the Fund.
19
<PAGE>
BRIDGET A. MACASKILL, CHAIRMAN OF THE BOARD OF TRUSTEES AND PRESIDENT*; AGE: 47.
Chairman of the Board, President and a Trustee of the Fund, Rochester Fund
Municipals and Bond Fund Series-Oppenheimer Bond Fund for Growth, January 5,
1996--present; President, Chief Executive Officer and Director of the Manager;
formerly an Executive Vice President of the the Manager; President and a
Director of Oppenheimer Acquisition Corp. and HarbourView Asset Management
Corporation ("HarbourView"); a Director of Oppenheimer Partnership Holdings,
Inc., a holding company subsidiary of the Manager; Chairman and a Director of
the transfer Agent, all of which are subsidiaries of the Manager; a Trustee of
the New York-based Oppenheimer funds.
JOHN CANNON, TRUSTEE; AGE 66
620 Sentry Parkway West, Suite 220, Blue Bell, Pennsylvania 19422
Consultant; Chairman and Treasurer to CDC Associates, Inc., registered
investment adviser, 1993-February, 1996; prior thereto, President, AMA
Investment Advisers, Inc., a mutual fund investment adviser, 1976-1991; Senior
Vice President AMA Investment Advisers, Inc., 1991-1993; Director, Neuberger &
Berman Income Managers Trust, Neuberger & Berman Income Funds and Neuberger &
Berman Income Trust, 1995-present; Trustee of Rochester Fund Municipals and Bond
Fund Series-Oppenheimer Bond Fund for Growth.
PAUL Y. CLINTON, TRUSTEE; AGE: 65
946 Morris Avenue, Bryn Mawr, Pennsylvania 19010
Principal, Clinton Management Associates, a financial and venture capital
consulting firm; formerly, Director, External Affairs, Kravco Corporation, a
national real estate owner and property management corporation; formerly
President of Essex Management Corporation, a management consulting company;
Trustee of Capital Cash Management and Prime Cash Fund, each of which is a
money-market fund; Director of Oppenheimer Quest Value Fund, Inc., Oppenheimer
Quest Global Value Fund, Inc., and Quest Cash Reserves, Inc. and Trustee of
Quest For Value Accumulation Trust, all of which are open-end investment
companies. Formerly a general partner of Capital Growth Fund, a venture capital
partnership; formerly a general partner of Essex Limited Partnership, an
investment partnership; formerly President of Geneve Corp., a venture capital
fund; formerly Chairman of Woodland Capital Corp., a small business investment
company; formerly Vice President of W.R. Grace & Co.; Trustee of Rochester Fund
Municipals and Bond Fund Series-Oppenheimer Bond Fund for Growth.
THOMAS W, COURTNEY, TRUSTEE; AGE: 64
P.O. Box 580, Sewickley, Pennsylvania 15143
Principal of Courtney Associates, Inc., a venture capital firm; former
General Partner of Trivest Venture Fund, a private venture capital fund; former
President of Investment Counseling Federated Investors, Inc.; Trustee of Cash
Assets Trust, a money market fund; Director of Quest Cash Reserves, Inc.,
Oppenheimer Quest Value Fund, Inc. and Oppenheimer Quest Global Value Fund, Inc.
and Trustee of Quest for Value Accumulation Trust, all of which are open-end
investment companies; former President of Boston Company Institutional
Investors; Trustee of Hawaiian Tax-Free Trust and Tax Free Trust of Arizona,
tax-exempt bond funds; Director of several privately owned corporations; former
Director of Financial Analysts Federation; Trustee of Rochester Fund Municipals
and Bond Fund Series-Oppenheimer Bond Fund for Growth.
- ----------
* A Trustee who is an "interested person" as defined in the Investment Company
Act.
20
<PAGE>
LACY B. HERRMANN, TRUSTEE; AGE: 66
380 Madison Avenue, Suite 2300, New York, New York 10017
President and Chairman of the Board of Aquila Management Corporation, the
sponsoring organization and Administrator and/or Sub-Adviser to the following
open-end investment companies, and Chairman of the Board of Trustees and
President of each: Churchill Cash Reserves Trust, Short Term Asset Reserves,
Pacific Capital Cash Assets Trust, Pacific Capital U.S. Treasuries Cash Assets
Trust, Pacific Capital Tax-Free Cash Assets Trust, Prime Cash Fund, Narragansett
Insured Tax-Free Income Fund, Tax-Free Fund For Utah, Churchill Tax-Free Fund of
Kentucky, Tax-Free Fund of Colorado, Tax-Free Trust of Oregon, Tax-Free Trust of
Arizona, Hawaiian Tax-Free Trust, and Aquila Rocky Mountain Equity Fund; Vice
President, Director, Secretary, and formerly Treasurer of Aquila Distributors,
Inc., distributor of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and
Trustee/Director of its predecessors; President and Director of STCM Management
Company, Inc., sponsor and adviser to CCMT; Chairman, President and a Director
of InCap Management Corporation, formerly sub-adviser and administrator of Prime
Cash Fund and Short Term Asset Reserves; Director or Trustee of Quest Cash
Reserves, Inc., Oppenheimer Quest Global Value Fund, Inc. and Oppenheimer Quest
Value Fund, Inc. and Trustee of Quest for Value Accumulation Trust and The
Saratoga Advantage Trust, each of which is an open-end investment company;
Trustee of Rochester Fund Municipals and Bond Fund Series-Oppenheimer Bond Fund
for Growth: Trustee of Brown University.
GEORGE LOFT, TRUSTEE; AGE: 81
51 Herrick Road, Sharon, Connecticut 06069
Private Investor; Director of Quest Cash Reserves, Inc., Oppenheimer Quest
Value Fund, Inc. and Oppenheimer Quest Global Value Fund, Inc. and Trustee of
Quest for Value Accumulation Trust and The Saratoga Advantage Trust, all of
which are open-end investment companies, and Director of the Quest for Value
Dual Purpose Fund, Inc., a closed-end investment company; Trustee of Rochester
Fund Municipals and Bond Fund Series-Oppenheimer Bond Fund for Growth
RONALD H. FIELDING, VICE PRESIDENT; AGE 47
350 Linden Oaks, Rochester, New York 14625
Vice President of the Fund and Rochester Fund Municipals, January 5,
1996-present; Senior Vice President and Portfolio Manager of the Manager,
January 5, 1996-present; Chairman of the Rochester Division of the Manager,
January 5, 1996-present; President and Trustee of the Fund, 1986-January 4,
1996; Portfolio Manager of the Fund, 1986-present; President and Trustee of
Rochester Fund Municipals and Bond Fund Series - Oppenheimer Bond Fund for
Growth, 1986-January 4, 1996; President and Director of Rochester Tax Managed
Fund, Inc., 1982-1996; President and a Director, Fielding Management Company,
Inc. 1982-present; President and a Director, Rochester Fund Distributors, Inc.
1982-present; President and a Director, Rochester Capital Advisors, Inc.
1993-present; President and a Director, Rochester Fund Services, Inc.
1986-present.
21
<PAGE>
ANDREW J. DONOHUE, SECRETARY; AGE: 46
Secretary of the Fund, Rochester Fund Municipals and Bond Fund
Series-Oppenheimer Bond Fund for Growth, January 5, 1996-present; Executive Vice
President and General Counsel of the Manager and the Distributor; President and
a Director of Centennial Asset Management Corporation, an investment advisory
subsidiary of the Manager ("Centennial"); an Officer of other Oppenheimer funds;
formerly Senior Vice President and Associate General Counsel of the Manager and
the Distributor, partner in Kraft & McManimon (a law firm), an Officer of First
Investors Corporation (a broker-dealer) and First Investors Management Company,
Inc. (broker-dealer and investment adviser), and a Director and an Officer of
First Investors Family of Funds and First Investors Life Insurance Company.
GEORGE C. BOWEN, TREASURER; AGE: 59
3410 South Galena Street Denver, Colorado 80231
Treasurer of the Fund, Rochester Fund Municipals and Bond Fund
Series-Oppenheimer Bond Fund for Growth, January 5, 1996-present; Senior Vice
President and Treasurer of the Manager; Vice President and Treasurer of the
Distributor and HarbourView; Senior Vice President, Treasurer, Assistant
Secretary and a Director of Centennial; Vice President, Treasurer and Secretary
of the Transfer Agent and Shareholder Financial Services, Inc.("SFSI"), a
transfer agent subsidiary of the Manager; an Officer of other Oppenheimer funds.
ROBERT G. ZACK, ASSISTANT SECRETARY; AGE: 47
Assistant Secretary of the Fund, Rochester Fund Municipals and Bond Fund
Series-Oppenheimer Bond Fund for Growth, January 5, 1996-present; Senior Vice
President and Associate General Counsel of the Manager; Assistant Secretary of
the Agent and SFSI; an officer of other Oppenheimer funds.
ROBERT BISHOP, ASSISTANT TREASURER; AGE: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Treasurer of the Fund, Rochester Fund Municipals and Bond Fund
Series-Oppenheimer Bond Fund for Growth, January 5, 1996-present; Assistant Vice
President of the Manager/Mutual Fund Accounting; an Officer of other Oppenheimer
funds; previously a Fund Controller for the Manager, prior to which he was an
Accountant for Yale & Seffinger, P.C., an accounting firm, and previously an
Accountant and Commissions Supervisor for Stuart James Company Inc., a
broker-dealer.
SCOTT FARRAR, ASSISTANT TREASURER; AGE: 30
3410 South Galena Street, Denver, Colorado 80231
Assistant Treasurer of the Fund, Rochester Fund Municipals and Bond Fund
Series-Oppenheimer Bond Fund for Growth, January 5, 1996-present; Assistant Vice
President of the Manager/Mutual Fund Accounting; an Officer of other Oppenheimer
funds; previously a Fund Controller for the Manager, prior to which he was an
International Mutual Fund Supervisor for Brown Brothers Harriman & Co., a bank,
and previously a Senior Fund Accountant for State Street Bank & Trust Company.
ADELE CAMPBELL, ASSISTANT TREASURER; AGE: 32
350 Linden Oaks, Rochester, New York 14626
Assistant Treasurer of the Fund, Rochester Fund Municipals and Bond Fund
Series--Oppenheimer Bond Fund for Growth, January 31, 1996-present and May 1,
1995-January 4, 1996; Assistant Vice President of the Manager, January 5,
1996-present; Assistant Vice President, Rochester Fund Services, Inc., January,
1994-January 1996; Assistant Manager, Fund Accounting, Rochester Fund Services,
June, 1992-January, 1996; prior to that, Audit Manager, Price Waterhouse, LLP.
22
<PAGE>
-- REMUNERATION OF TRUSTEES. All officers of the Fund and Ms. Macaskill, a
Trustee and President, are officers or directors of the Adviser and receive no
salary or fee from the Fund. The following table sets forth the aggregate
compensation received by the non-interested Trustees from the Fund during the
fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Estimated Total
Compensation Accrued as Annual Compensation
from the Part of Fund Benefits Upon From Fund
Name of Person Fund(1) Expenses(2) Retirement(2) Complex(3)
<S> <C> <C> <C> <C>
John Cannon ................................. $6,300 $ 0 $ 0 $29,400
Paul Y. Clinton ............................. $ 0 $ 0 $ 0 $ 0
Thomas W. Courtney .......................... $ 0 $ 0 $ 0 $ 0
Lacy B. Herrmann ............................ $ 0 $ 0 $ 0 $ 0
George Loft ................................. $ 0 $ 0 $ 0 $ 0
</TABLE>
- ----------
(1) During the fiscal year ended December 31, 1995, only one of the Fund's
current trustees, John Cannon, served as a Trustee of the Fund. Four other
trustees received compensation from funds which are now part of the Complex.
(2) The Board of Rochester Fund Municipals has adopted a Retirement Plan for
Independent Trustees of that Fund. Under the terms of the Retirement Plan, as
amended and restated on October 16, 1995, an eligible Trustee (an Independent
Trustee who has served as such for at least three years prior to retirement) may
receive an annual benefit equal to the product of $1500 multiplied by the number
of years of service as an Independent Trustee up to a maximum of nine years. The
maximum annual benefit which may be paid to an eligible Trustee under the
Retirement Plan is $13,500. The Retirement Plan will be effective for all
eligible Trustees who have dates of retirement occurring on or after December
31, 1995. Subject to certain exceptions, retirement is mandatory at age 72 in
order to qualify for the Retirement Plan. Although the Retirement Plan permits
Eligible Trustees to elect early retirement at age 63, retirement benefits are
not payable to Eligible Trustees who elect early retirement until age 65. The
Retirement Plan provides that no Independent Trustee who is elected as a Trustee
of Rochester Fund Municipals after September 30, 1995, will be eligible to
receive benefits thereunder. Mr. Cannon is the only current Independent Trustee
who may be eligible to receive benefits under the Retirement Plan. The estimate
of annual benefits payable to Mr. Cannon under the Retirement Plan is based upon
the assumption that Mr. Cannon, who was first elected as a Trustee of the Fund
in 1992, will serve as an Independent Trustee for nine years.
(3) Includes compensation received during the fiscal year ended December 31,
1995, from all registered investment companies within the Fund Complex during
that year which consisted of the Fund, Rochester Fund Municipals, Rochester Fund
Series - The Bond Fund For Growth, and Rochester Tax Managed Fund, Inc. On June
28, 1995, Rochester Fund Series - The Bond Fund For Growth acquired all of the
assets and assumed all of the liabilities of Rochester Tax Managed Fund, Inc.
23
<PAGE>
-- MAJOR SHAREHOLDERS. As of February 16, 1996, no person owned of record
or was known by the Fund to own beneficially 5% or more of the Fund as a whole
or of the Fund's outstanding Class A or Class B Shares, except for Merrill Lynch
Pierce Fenner & Smith, Inc., 4800 Deer Lake Drive, EFL 3, Jacksonville, Florida
32246 which was the record owner of 22% and 37% of the Class A Shares and the
Class B Shares then outstanding, respectively.
THE MANAGER AND ITS AFFILIATES. The Manager is wholly-owned by Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts Mutual
Life Insurance Company. OAC is also owned in part by certain of the Adviser's
directors and officers, some of whom serve as officers of the Fund and one of
whom (Ms. Macaskill) serves as a Trustee of the Fund. On January 4, 1996, the
Manager acquired substantially all of the assets of Rochester Capital Advisors
L.P., the Fund's previous investment adviser, and certain of its affiliates and
was appointed investment adviser to the Fund.
The Manager and the Fund have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees, including
portfolio managers, that would compete with or take advantage of the Fund's
portfolio transactions. Compliance with the Code of Ethics is carefully
monitored and strictly enforced by the Manager.
- -- THE INVESTMENT ADVISORY AGREEMENT. The Investment Advisory Agreement between
the Adviser and the Fund which was entered into on January 4, 1996 (the
"Advisory Agreement") requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective corporate administration for the Fund, including the
compilation and maintenance of records with respect to its operations, the
preparation and filing of specified reports, and the composition of proxy
materials and registration statements for continuous public sale of shares of
the Fund. For these services, the Manager will receive from the Fund an annual
fee, computed and payable monthly as a percentage of average daily net assets,
as follows: 0.50% of average daily net assets up to $100 million; 0.45% of
average daily net assets on the next $150 million; 0.40% of average daily net
assets in excess of $250 million but less than $2 billion, and 0.39% of average
daily net assets in excess of $2 billion.
Expenses not expressly assumed by the Manager under the Advisory Agreement
or by the Distributor are paid by the Fund. The Advisory Agreement lists
examples of expenses paid by the Fund, the major categories of which relate to
interest, taxes, brokerage commissions, fees to certain Trustees, legal and
audit expenses, custodian and transfer agent expenses, share issuance costs,
certain printing and registration costs, and non-recurring expenses, including
litigation. For the Fund's fiscal years ended December 31, 1994 and 1995, the
management fees paid by the Fund to its previous investment adviser, Rochester
Capital Advisors, L.P. were $2,154,234 and $2,282,690, respectively. Rochester
Capital Advisors, Inc. is the general partner of Rochester Capital Advisors,
L.P. During the fiscal year ended December 31, 1993, the Fund paid investment
advisory fees as follows: $1,344,075 to Fielding Management Company, Inc. for
investment advisory services provided during the period from January 1, 1993
through December 19, 1993, and $55,857 to Rochester Capital Advisors L.P.
Fielding Management Company, Inc. served as investment adviser to the Fund from
the commencement of its operations on September 18, 1991 through December 19,
1993.
24
<PAGE>
The Advisory Agreement contains no expense limitation. However,
independently of the Agreement, the Manager has voluntarily undertaken that the
total expenses of the Fund in any fiscal year (exclusive of taxes, interest,
brokerage commissions, and any extraordinary non-recurring expenses, such as
litigation costs) shall not exceed the most stringent state regulatory
limitation on Fund expenses applicable to the Fund. The payment of the
management fee will be reduced so that at no time will there be any accrued but
unpaid liability under the above expense limitation. The Manager reserves the
right to amend or terminate this expense limitation at any time.
The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties thereunder, the Manager shall not be liable for any loss
sustained by reason of good faith errors or omissions on its part with respect
to any matters to which the Advisory Agreement relates.
-- THE DISTRIBUTOR. Under its General Distributor's Agreement with the
Fund, which was entered into on January 4, 1996, The Distributor acts as the
Fund's principal underwriter in the continuous public offering of the Fund's
Class A Shares and Class B Shares, but is not obligated to sell a specific
number of shares. Expenses normally attributable to sales (other than those paid
under the Distribution and Service Plans, but including advertising and the cost
of printing and mailing prospectuses, other than those furnished to existing
shareholders) are borne by the Distributor. During the Fund's fiscal years ended
December 31, 1993, 1994 and 1995, the aggregate amount of sales charge on sales
of the Fund's Class A Shares was $4,437,005, $1,699,143, and $1,439,854
respectively, of which Rochester Fund Distributors, Inc., the Fund's previous
principal underwriter, retained $527,405, $211,300 and $214,315 in those
respective years. Class B Shares were offered to the public commencing on May 2,
1995. During the period from May 2, 1995 through December 31, 1995, the
contingent deferred sales charge collected by Rochester Fund Distributors, Inc.
on the redemption of Class B Shares totalled $6,001. For additional information
about distribution of the Fund's shares and the payments made by the Fund to the
Distributor in connection with such activities, please refer to "Distribution
and Service Plans," below.
-- THE TRANSFER AGENT. Oppenheimer Funds Services, a division of the
Manager, serves as the Fund's Transfer Agent pursuant to a Service Contract
dated March 8, 1996. The Transfer Agent is responsible for maintaining
shareholder accounting records and for shareholder servicing and administrative
functions. The Transfer Agent is compensated on the basis of a fixed fee per
account and as a percentage of the Fund's average daily net assets. The
compensation paid by the Fund for such services under a comparable arrangement
with Rochester Fund Services, Inc., the Fund's previous shareholder services
agent, for the fiscal years ending December 31, 1993, 1994 and 1995 was
$310,598, $406,122 and $454,128, respectively.
25
<PAGE>
BROKERAGE POLICIES OF THE FUND
BROKERAGE PROVISIONS OF THE INVESTMENT ADVISORY AGREEMENT. One of the duties of
the Manager under the Advisory Agreement is to arrange the portfolio
transactions for the Fund. The Advisory Agreement contains provisions relating
to the employment of broker-dealers ("brokers") to effect the Fund's portfolio
transactions. In doing so, the Manager is authorized by the Advisory Agreement
to employ broker-dealers, including "affiliated" brokers, as that term is
defined in the Investment Company Act, as may, in its best judgment based on all
relevant factors, implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at the most
favorable price obtainable) of such transactions. The Manager need not seek
competitive commission bidding but is expected to minimize the commissions paid
to the extent consistent with the interest and policies of the Fund as
established by its Board of Trustees.
Under the Advisory Agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund and/or the
other accounts over which the Adviser or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than another
qualified broker would have charged if a good faith determination is made by the
Manager that the commission is fair and reasonable in relation to the services
provided. Subject to the foregoing considerations, the Manager may also consider
sales of shares of the Fund and other investment companies managed by the
Manager or its affiliates as a factor in the selection of brokers for the Fund's
portfolio transactions.
DESCRIPTION OF BROKERAGE PRACTICES FOLLOWED BY THE MANAGER. Subject to the
provisions of the Advisory Agreement and the procedures and rules described
above, allocations of brokerage are generally made by the Adviser's portfolio
traders based upon recommendations from the Adviser's portfolio managers. In
certain instances, portfolio managers may directly place trades and allocate
brokerage, also subject to the provisions of the Advisory Agreement and the
procedures and rules described above. In either case, brokerage is allocated
under the supervision of the Adviser's executive officers. Transactions in
securities other than those for which an exchange is the primary market are
generally done with principals or market makers. As stated in the prospectus,
the portfolio securities of the Fund are generally traded on a net basis and, as
such, do not involve the payment of brokerage commissions. It is the policy of
the Manager to obtain the best net results in conducting portfolio transactions
for the Fund, taking into account such factors as price (including the
applicable dealer spread) and the firm's general execution capabilities. Where
more than one dealer is able to provide the most competitive price, both the
sale of Fund shares and the receipt of research may be taken into consideration
as factors in the selection of dealers to execute portfolio transactions for the
Fund. The transaction costs associated with such transactions consist primarily
of the payment of dealer and underwriter spreads. Brokerage commissions are paid
primarily for effecting transactions in listed securities and or for certain
fixed-income agency transactions, in the
26
<PAGE>
secondary market, otherwise only if it appears likely that a better price or
execution can be obtained. When possible, concurrent orders to purchase or sell
the same security by more than one of the accounts managed by the Adviser or its
affiliates are combined. The transactions effected pursuant to such combined
orders are averaged as to price and allocated in accordance with the purchase or
sale orders actually placed for each account.
The research services provided by a particular broker may be useful in one
or more of the advisory accounts of the Adviser and its affiliates. The research
services provided by brokers broaden the scope and supplement the research
activities of the Adviser, by making available additional views for
consideration and comparisons. The Board of Trustees, including the
"independent" Trustees of the Fund (those Trustees of the Fund who are not
"interested persons" as defined in the Investment Company Act, and who have no
direct or indirect financial interest in the operation of the Advisory Agreement
or the Distribution Plans described below) annually reviews information
furnished by the Adviser as to the commissions paid to brokers furnishing such
services so that the Board may ascertain whether the amount of such commissions
was reasonably related to the value or benefit of such services. The Fund did
not incur costs for brokerage commissions in connection with its portfolio
transactions during the fiscal years ended December 31, 1993, 1994 and 1995.
A change in securities held by the Fund is known as "portfolio turnover".
As portfolio turnover increases, the Fund can be expected to incur brokerage
commission expenses and transaction costs which will be borne by the Fund. In
any particular year, however, market conditions could result in portfolio
activity at a greater or lesser rate than anticipated. For the fiscal years
ended December 31, 1993, 1994, and 1995 the Fund's portfolio turnover rates were
and 17.08%, 34.58%, and 22.34% respectively.
PERFORMANCE OF THE FUND
YIELD AND TOTAL RETURN INFORMATION. As described in the Prospectus, from time to
time the "standardized yield," "dividend yield," "tax-equivalent yield,"
"average annual total return," "cumulative total return," "average annual total
return at net asset value" and "total return at net asset value" of an
investment in a class of shares of the Fund may be advertised. An explanation of
how these total returns are calculated for each class and the components of
those calculations is set forth below.
The Fund's advertisements of its performance data with respect to any class
must, under applicable rules of the Securities and Exchange Commission, include
the average annual total returns for that class of shares of the Fund for the 1,
5, and 10-year periods (or the life of the class, if less) ending as of the most
recently-ended calendar quarter prior to the publication of the advertisement.
This enables an investor to compare the Fund's performance to the performance of
other funds for the same periods. However, a number of factors should be
considered before using such information as a basis for comparison with other
investments. An investment in the Fund is not insured; its returns and share
prices are not guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their original
cost. Returns for any given past period are not a prediction or representation
by the Fund of future returns. The returns of each class of shares of the Fund
are affected by portfolio quality, the type of investments the Fund holds and
its operating expenses allocated to the particular class.
27
<PAGE>
- -- STANDARDIZED YIELDS
-- YIELD. The Fund's "yield" (referred to as "standardized yield") for a
given 30-day period for a class of shares is calculated using the following
formula set forth in rules adopted by the Securities and Exchange Commission
that apply to all funds that quote yields:
2-b 6
Standardized Yield = 2[( --- + 1) - 1]
cd
The symbols above represent the following factors:
a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of any expense reimbursements).
c = the average daily number of shares of that class outstanding
during the 30-day period that were entitled to receive dividends.
d = the maximum offering price per share of that class on the last day
of the period, adjusted for undistributed net investment income.
The standardized yield of a class of shares for a 30-day period may differ
from its yield for any other period. The SEC formula assumes that the
standardized yield for a 30-day period occurs at a constant rate for a six-month
period and is annualized at the end of the six-month period. This standardized
yield is not based on actual distributions paid by the Fund to shareholders in
the 30-day period, but is a hypothetical yield based upon the net investment
income from the Fund's portfolio investments calculated for that period. The
standardized yield may differ from the "dividend yield" of that class, described
below. Additionally, because each class of shares is subject to different
expenses, it is likely that the standardized yields of the Fund's classes of
shares will differ. For the 30-day period ended December 31, 1995, the
standardized yields for the Fund's Class A and Class B Shares were 4.90% and
4.30%, respectively.
-- TAX-EQUIVALENT YIELD. The Fund's "tax-equivalent yield" adjusts the
Fund's current yield, as calculated above, by a stated combined Federal, state
and city tax rate. The tax-equivalent yield is based on a 30-day period, and is
computed by dividing the tax-exempt portion of the Fund's current yield (as
calculated above) by one minus a stated income tax rate and adding the result to
the portion (if any) of the Fund's current yield that is not tax exempt. The tax
equivalent yield may be used to compare the tax effects of income derived from
the Fund with income from taxable investments at the tax rates stated. The
Fund's tax-equivalent yields (after expense assumptions by the Adviser) for its
Class A Shares and Class B Shares for the 30-day period ended December 31, 1995,
for an individual New York City resident in the 38.3% combined tax bracket were
7.94% and 6.97%, respectively.
-- DIVIDEND YIELD AND DISTRIBUTION RETURN. From time to time the Fund may
quote a "dividend yield" or a "distribution return" for each class. Dividend
yield is based on the dividends paid on shares of a class from dividends derived
from net investment income during a stated period. Distribution return includes
dividends derived from net investment income and from realized capital
28
<PAGE>
gains declared during a stated period. Under those calculations, the dividends
and/or distributions for that class declared during a stated period of one year
or less (for example, 30 days) are added together, and the sum is divided by the
maximum offering price per share of that class on the last day of the period.
When the result is annualized for a period of less than one year, the "dividend
yield" is calculated as follows:
Dividend Yield Dividends of the Class
of the Class = ______________________ / Number of Days (accrual period) X 365
Max. Offering Price of
the Class (last day of
period)
The maximum offering price for Class A Shares includes the maximum
front-end sales charge. For Class B Shares, the maximum offering price is the
net asset value per share without considering the effect of contingent deferred
sales charges.
From time to time similar yield or distribution return calculations may
also be made using the Class A net asset value (instead of its maximum offering
price) at the end of the period. The dividend yields on Class A Shares for the
30-day period ended December 31, 1995 were 5.27% and 5.38% when calculated at
maximum offering price and at net asset value, respectively. The dividend yield
on Class B Shares for the 30-day period ended December 31, 1995, were 4.88% when
calculated at net asset value.
- -- TOTAL RETURN INFORMATION
-- AVERAGE ANNUAL TOTAL RETURNS. The "average annual total return" of each
class is an average annual compounded rate of return for each year in a
specified number of years. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below) held
for a number of years ("n") to achieve an Ending Redeemable Value ("ERV") of
that investment, according to the following formula:
( ERV )1/n
(_____) -1 = Average Annual Total Return ( P )
-- CUMULATIVE TOTAL RETURNS. The cumulative "total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as average
annual total return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV - P
_______ = Total Return
P
In calculating total returns for Class A Shares, the current maximum sales
charge of 2.0% (as a percentage of the offering price) is deducted from the
initial investment ("P") (unless the return is shown at net asset value, as
described below). For Class B Shares, payment of a contingent deferred sales
charge of 2.5% for the first year, 2.0% for the second year, 1.5% for the third
year,
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1.0% for the fourth year, and none thereafter, is applied, as described in the
Prospectus. Total returns also assume that all dividends and capital gains
distributions during the period are reinvested to buy additional shares at net
asset value per share, and that the investment is redeemed at the end of the
period. The "average annual total returns" on an investment in Class A Shares of
the Fund for the one year period ended December 31, 1995 and for the period from
September 18, 1991 through December 31, 1995, were 7.95% and 7.20%,
respectively. The cumulative "total return" on Class A Shares for the period
from September 18, 1991 through December 31, 1995 was 34.65%. The cumulative
total return on Class B Shares for the period from May 1, 1995 (commencement of
Class B Shares) through December 31, 1995 was 1.84%.
-- TOTAL RETURNS AT NET ASSET VALUE. From time to time the Fund may also
quote an average annual total return at net asset value or a cumulative total
return at net asset value for Class A or Class B Shares. Each is based on the
difference in net asset value per share at the beginning and the end of the
period for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and takes into
consideration the reinvestment of dividends and capital gains distributions. The
cumulative total return at net asset value of the Fund's Class A Shares for the
one year period ended December 31, 1995 and the period from September 18, 1991
through December 31, 1995 was 10.01% and 37.34%, respectively. The cumulative
total return at net asset value for Class B Shares for the period from May 1,
1995 through December 31, 1995 was 4.34%.
OTHER PERFORMANCE COMPARISONS. From time to time the Fund may publish the
ranking of its Class A or Class B Shares by Lipper Analytical Services, Inc.
("Lipper"), a widely-recognized independent service. Lipper monitors the
performance of regulated investment companies, including the Fund, and ranks
their performance for various periods based on categories relating to investment
objectives. The performance of the Fund's classes are ranked against (i) all
other funds (excluding money market funds), (ii) all other New York municipal
bond funds. The Lipper performance rankings are based on total returns that
include the reinvestment of capital gain distributions and income dividends but
do not take sales charges or taxes into consideration. From time to time the
Fund may include in its advertisement and sales literature performance
information about the Fund cited in other newspapers and periodicals such as
The New York Times, which may include performance quotations from other services
including Lipper and Morningstar.
From time to time the Fund may publish the ranking of the performance of
its Class A or Class B Shares by Morningstar, Inc., an independent mutual fund
monitoring service that ranks mutual funds, including the Fund, monthly in broad
investment categories (equity, taxable bond, municipal bond and hybrid) based on
risk-adjusted investment return. Investment return measures a fund's three, five
and ten-year average annual total returns (when available) in excess of 90-day
U.S. Treasury bill returns after considering sales charges and expenses. Risk
reflects fund performance below 90-day U.S. Treasury bill monthly returns. Risk
and return are combined to produce star rankings reflecting performance relative
to the average fund in a fund's category. Five stars is the "highest" ranking
(top 10%), four stars is "above average" (next 22.5%), three stars is "average"
(next 35%), two stars is "below average" (next 22.5%) and one star is "lowest"
(bottom 10%). Morningstar ranks the Class A and Class B Shares of the Fund in
relation to other New York State municipal bond funds. Rankings are subject to
change.
The total return on an investment in the Fund's Class A or Class B Shares
may be compared with performance for the same period of comparable indices,
including but not limited to The Merrill
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Lynch Municipal Index (3-7 year maturities) and the Lehman Brothers 5-year
Municipal Bond Index. The Merrill Lynch Municipal Index is a broadly based,
widely recognized unmanaged index of municipal bonds with a specific maturity of
between 3 and 7 years. The Lehman Brothers Municipal Bond Index is also a
broadly based, widely recognized unmanaged index of municipal bonds, but with a
specific maturity of between 4 and 6 years. Whereas the Fund's portfolio
comprises bonds principally from New York State, the Indices are comprised of
bonds from all 50 states and many jurisdictions. Index performance reflects the
reinvestment of income but does not consider the effect of capital gains or
transaction costs. Any other index selected for comparison would be similar in
composition to one of these two indices.
Investors may also wish to compare the return on the Fund's Class A or
Class B Shares to the returns on fixed income investments available from banks
and thrift institutions, such as certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share price are not guaranteed by the FDIC or
any other agency and will fluctuate daily, while bank depository obligations may
be insured by the FDIC and may provide fixed rates of return, and Treasury bills
are guaranteed as to principal and interest by the U.S. government.
From time to time, the Fund's Adviser may publish rankings or ratings of
the Adviser (or other service providers) or the investor services provided by
them to shareholders of the Oppenheimer funds, other than performance rankings
of the Oppenheimer funds themselves. Those ratings or rankings of
shareholder/investor services by third parties may compare the OppenheimerFunds'
services to those of other mutual fund families selected by the rating or
ranking services and may be based upon the opinions of the rating or ranking
service itself, based on its research or judgment, or based upon surveys of
investors, brokers, shareholders or others.
The performance of the Fund's Class A or Class B Shares may also be
compared in publications to (i) the performance of various market indices or to
other investments for which reliable performance data is available, and (ii) to
averages, performance rankings or other benchmarks prepared by recognized mutual
fund statistical services.
DISTRIBUTION AND SERVICE PLANS
The Fund has adopted a Service Plan for Class A Shares and a Distribution
and Service Plan for Class B Shares under Rule 12b-1 of the Investment Company
Act, pursuant to which the Fund makes payment to the Distributor in connection
with the distribution and/or servicing of shares of that class as described in
the Prospectus (collectively, the "Plans"). 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. The fee structure of each
of the Plans, which became effective on January 4, 1996, is identical to the fee
structure of the Distribution Plan for each class of shares as in effect prior
to that time.
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 Manager fee it receives from
the Fund), to make payments to brokers, dealers or other
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<PAGE>
financial institutions (each is referred to as a "Recipient" under the
Plans) for distribution and administrative services they perform, at no cost to
the Fund. The Distributor and the Manager may, in their sole discretion,
increase or decrease the amount of payments they make from their own resources
to Recipients.
Unless terminated as described below, each Plan continues in effect from
year to year but only as long as such continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the Independent
Trustees, by a vote cast in person at a meeting called for the purpose of voting
on such continuance. Each Plan may be terminated at any time by the vote of a
majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the outstanding shares
of that class. No Plan may be amended to increase materially the amount of
payments to be made unless such amendment is approved by the class affected by
the amendment. In addition, because Class B Shares of the Fund automatically
convert into Class A Shares after six years, the Fund is required to obtain the
approval of Class B as well as Class A shareholders for a proposed amendment to
the Class A Plan that would materially increase the amount to be paid by Class A
shareholders under the Class A Plan. Such approval must be by a "majority" (as
defined in the Investment Company Act), of the Class A and Class B Shares voting
separately by class. All material amendments must be approved by the Board and
the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund shall provide
separate written reports to the Fund's Board of Trustees at least quarterly for
its review, detailing the amount of all payments made pursuant to each Plan, the
identity of each Recipient that received any such payment, and the purpose of
the payments. Those reports will be subject to the review and approval of the
Independent Trustees in the exercise of their fiduciary duty. Each Plan further
provides that while it is in effect, the selection or replacement and nomination
of those Trustees of the Fund who are not "interested persons" of the Fund is
committed to the discretion of the Independent Trustees. This does not prevent
the involvement of others in such selection and nomination if the final decision
as to any such selection or nomination is approved by a majority of such
Independent Trustees.
For the fiscal year ended December 31, 1995, payments under the Class A
Plan totaled $1,303,084 which consisted of service fees. Of that amount,
$1,285,510 was paid to Recipients and $17,540 was retained by Rochester Fund
Distributors, Inc., the Fund's previous prinicipal underwriter, for its services
in maintaining shareholder accounts.
For the fiscal year ended December 31, 1995, payments under the Class B
Plan totaled $41,927, all of which was paid to Rochester Fund Distributors,
Inc., as compensation. The Class B Plan allows the service fee payment to be
paid by the Distributor to Recipients in advance for the first year such shares
are outstanding, and thereafter on a quarterly basis, as
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described in the Prospectus. The advance payment is based on the net assets
of the shares sold. An exchange of shares does not entitle the Recipient to an
advance service fee payment. In the event shares are redeemed during the first
year such shares are outstanding, the Recipient will be obligated to repay a pro
rata portion of such advance payment to the Distributor.
The Class B Plan provides for the Distributor to be compensated at a flat
rate, whether the Distributor's distribution expenses are more or less than the
amount paid by the Fund during that period. Such payments are made in
recognition that the Distributor (i) pays sales commissions to authorized
brokers and dealers at the time of sale and pays service fees as described in
the Prospectus, (ii) may finance such commissions and/or the advance of the
service fee payment to Recipients under those Plans, (iii) employs personnel to
support distribution of shares, and (iv) may bear the costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees.
ABOUT YOUR ACCOUNT
HOW TO BUY SHARES
ALTERNATIVE SALES ARRANGEMENTS - CLASS A SHARES AND CLASS B SHARES. The
availability of two classes of shares permits an investor to choose the method
of purchasing shares that is more beneficial to the investor depending on the
amount of the purchase, the length of time the investor expects to hold shares
and other relevant circumstances. Any salesperson or other person entitled to
receive compensation for selling Fund shares may receive different compensation
with respect to one class of shares than another.
The two 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 A and Class B
Shares and the dividends payable on Class A and Class B Shares will be reduced
by incremental expenses borne by those classes, including the asset-based sales
charge to which Class A and Class B Shares are subject.
The conversion of Class B Shares to Class A Shares after six years is
subject to the continuing availability of a private letter ruling from the
Internal Revenue Service, or an opinion of counsel or tax adviser, to the effect
that the conversion of Class B Shares does not constitute a taxable event for
the holder under Federal income tax law. If such a revenue ruling or opinion is
no longer available, the automatic conversion feature may be suspended, in which
event no further conversions of Class B Shares would occur while such suspension
remained in effect. Although Class B Shares could then be exchanged for Class A
Shares on the basis of relative net asset value of the two classes, without the
imposition of a sales charge or fee, such exchange could constitute a taxable
event for the holder.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A Shares and Class B Shares recognizes two
types of expenses. General expenses that do not pertain specifically to any
class are allocated pro rata to the shares of each class, based on the
percentage of the net assets of such class to the Fund's total assets, and then
equally to each
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outstanding share within a given class. Such general expenses include
(i) management fees, (ii) legal, bookkeeping and audit fees, (iii) printing and
mailing costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current shareholders, (iv) fees to
unaffiliated Trustees, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and brokerage
commissions, and (ix) non-recurring expenses, such as litigation costs. Other
expenses that are directly attributable to a class are allocated equally to each
outstanding share within that class. Such expenses include (i) Distribution
and/or Service Plan fees, (ii) incremental transfer and shareholder servicing
agent fees and expenses, (iii) registration fees and (iv) shareholder meeting
expenses, to the extent that such expenses pertain to a specific class rather
than to the Fund as a whole.
DETERMINATION OF NET ASSET VALUE PER SHARE. The net asset values per share of
Class A and Class B Shares of the Fund are determined as of the close of
business of The New York Stock Exchange on each day that the Exchange is open,
by dividing the value of the Fund's net assets attributable to that class by the
number of shares of that class outstanding. The Exchange normally closes at 4:00
P.M., New York time, but may close earlier on some days (for example, in case of
weather emergencies or on days falling before a holiday). The Exchanges most
recent annual holiday schedule (which is subject to change) states that it will
close on New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It may also
close on other days. Trading may occur in debt securities and in foreign
securities when the Exchange is closed (including weekends and holidays).
Because the Fund's net asset values will not be calculated on those days, the
Fund's net asset value per share may be significantly affected on such days when
shareholders may not purchase or redeem shares.
The Fund's Board of Trustees has established procedures for the valuation
of the Fund's securities, generally as follows: (i) equity securities traded on
a securities exchange or on the Nasdaq National Market System ("Nasdaq") are
valued at the last reported sale prices on their primary exchange or Nasdaq that
day (or, in the absence of sales that day, at values based on the last sale
prices of the preceding trading day, or closing bid and asked prices); (ii)
securities actively traded on a foreign securities exchange are valued at the
last sales price available to the pricing service approved by the Fund's Board
of Trustees or to the Adviser as reported by the principal exchange on which the
security is traded; (iii) unlisted foreign securities or listed foreign
securities not actively traded are valued as in (i) above, if available, or at
the mean between "bid" and "asked" prices obtained from active market makers in
the security on the basis of reasonable inquiry; (iv) long-term debt securities
having a remaining maturity in excess of 60 days are valued at the mean between
the "bid" and "asked" prices determined by a portfolio pricing service approved
by the Fund's Board of Trustees or obtained from active market makers in the
security on the basis of reasonable inquiry; (v) debt instruments having a
maturity of more than one year when issued, and non-money market type
instruments having a maturity of one year or less when issued, which have a
remaining maturity of 60 days or less are valued at the mean between "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board of
Trustees or obtained from active market makers in the security on the basis of
reasonable inquiry; (vi) money market-type debt securities having a maturity of
less than one year when issued that having a remaining maturity of 60 days or
less are valued at cost, adjusted for amortization of premiums and accretion of
discounts; and (vii) securities (including restricted securities) not having
readily-available market quotations are valued at fair value under the Board's
procedures. In the case of certain securities where last sale information is not
generally
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available, such pricing procedures may include "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, maturity
and other special factors involved. The Trustees will monitor the accuracy of
pricing services by comparing prices used for portfolio valuation to actual
sales prices of selected securities.
See "How to Buy Shares" in the Prospectus for a description of how shares
of each class are offered to the public and how the excess of public offering
price over the net amount invested, if any, is allocated to authorized dealers.
The Prospectus describes several special purchase plans and methods by which
Shares of each class may be purchased. As discussed in the Prospectus, a reduced
sales charge rate may be obtained for Class A Shares under Right of Accumulation
and Letters of Intent because of the economies of sales efforts and expenses
realized by the Distributor, dealers and brokers making such sales. No sales
charge is imposed in certain circumstances described in the Prospectus because
the Distributor or dealer or broker incurs little or no selling expenses. The
term "immediate family" refers to one's spouse, children, grandchildren,
parents, grandparents, parents-in-law, brothers and sisters, sons-and
daughters-in-law, siblings, a sibling's spouse and a spouse's siblings.
-- THE OPPENHEIMER FUNDS. The Oppenheimer funds are those mutual funds for
which the Distributor acts as the distributor or the sub-distributor and include
the following:
Oppenheimer Bond Fund for Growth
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer U.S. Government Trust
Oppenheimer Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer International Bond Fund
Oppenheimer Enterprise Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
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<PAGE>
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
There is an initial sales charge on the purchase of Class A Shares of each
of the Oppenheimer funds except Money Market Funds (under certain circumstances
described herein, redemption proceeds of Money Market Fund shares may be subject
to a contingent deferred sales charge).
-- LETTERS OF INTENT. A Letter of Intent (referred to as a "Letter") is an
investor's statement in writing to the Distributor of the intention to purchase
Class A Shares of the Fund (and Class A and Class B Shares of other Oppenheimer
funds) during a 13-month period (the "Letter of Intent period"), which may, at
the investor's request, include purchases made up to 90 days prior to the date
of the Letter. The Letter states the investor's intention to make the aggregate
amount of purchases of shares which, when added to the investor's holdings of
shares of those funds, will equal or exceed the amount specified in the Letter.
Purchases made by reinvestment of dividends or distributions of capital gains
and purchases made at net asset value without sales charge do not count toward
satisfying the amount of the Letter. A Letter enables an investor to count the
Class A and Class B Shares purchased under the Letter to obtain the reduced
sales charge rate on purchases of Class A Shares of the Fund (and other
Oppenheimer funds) that applies under the Right of Accumulation to current
purchases of Class A Shares. Each purchase of Class A Shares under the Letter
will be made at the public offering price (including the sales charge) that
applies to a single lump-sum purchase of shares in the amount intended to be
purchased under the Letter.
In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of Intent
period, when added to the value (at offering price) of the investor's holdings
of shares on the last day of that period, do not equal or exceed the intended
purchase amount, the investor agrees to pay the additional amount of sales
charge applicable
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<PAGE>
to such purchases, as set forth in "Terms of Escrow," below (as those terms may
be amended from time to time). The investor agrees that shares equal in value to
5% of the intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by the
terms of the Prospectus, this Statement of Additional Information and the
Application used for such Letter of Intent, and if such terms are amended, as
they may be from time to time by the Fund, that those amendments will apply
automatically to existing Letters of Intent.
If the total eligible purchases made during the Letter of Intent period do
not equal or exceed the intended purchase amount, the commissions previously
paid to the dealer of record for the account and the amount of sales charge
retained by the Distributor will be adjusted to the rates applicable to actual
purchases. If total eligible purchases during the Letter of Intent period exceed
the intended purchase amount and exceed the amount needed to qualify for the
next sales charge rate reduction set forth in the applicable prospectus, the
sales charges paid will be adjusted to the lower rate, but only if and when the
dealer returns to the Distributor the excess of the amount of commissions
allowed or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the Distributor
will be used to purchase additional shares for the investor's account at the net
asset value per share in effect on the date of such purchase, promptly after the
Distributor's receipt thereof.
In determining the total amount of purchases made under a Letter, shares
redeemed by the investor prior to the termination of the Letter of Intent period
will be deducted. It is the responsibility of the dealer of record and/or the
investor to advise the Distributor about the Letter in placing any purchase
orders for the investor during the Letter of Intent period. All of such
purchases must be made through the Distributor.
-- Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if necessary) made
pursuant to a Letter, shares of the Fund equal in value up to 5% of the intended
purchase amount specified in the Letter shall be held in escrow by the Transfer
Agent. For example, if the intended purchase amount is $50,000, the escrow shall
be shares valued in the amount of $2,500 (computed at the public offering price
adjusted for a $50,000 purchase). Any dividends and capital gains distributions
on the escrowed shares will be credited to the investor's account.
2. If the intended purchase amount specified under the Letter is completed
within the thirteen-month Letter of Intent period, the escrowed shares will be
promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period the total
purchases pursuant to the Letter are less than the intended purchase amount
specified in the Letter, the investor must remit to the Distributor an amount
equal to the difference between the dollar amount of sales charges actually paid
and the amount of sales charges which would have been paid if the total amount
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<PAGE>
purchased had been made at a single time. Such sales charge adjustment will
apply to any shares redeemed prior to the completion of the Letter. If such
difference in sales charges is not paid within twenty days after a request from
the Distributor or the dealer, the Distributor will, within sixty days of the
expiration of the Letter, redeem the number of escrowed shares necessary to
realize such difference in sales charges. Full and fractional shares remaining
after such redemption will be released from escrow. If a request is received to
redeem escrowed shares prior to the payment of such additional sales charge, the
sales charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably constitutes and appoints
the Transfer Agent as attorney-in-fact to surrender for redemption any or all
escrowed shares.
5. The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include (a) Class A Shares
sold with a front-end sales charge or subject to a Class A contingent deferred
sales charge, (b) Class B Shares of other Oppenheimer funds acquired subject to
a contingent deferred sales charge, and (c) Class A Shares or Class B Shares
acquired in exchange for either (i) Class A Shares of one of the other
Oppenheimer funds that were acquired subject to a Class A initial or contingent
deferred sales charge or (ii) Class B Shares of one of the other Oppenheimer
funds that were acquired subject to a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be exchanged for
shares of another fund to which an exchange is requested, as described in the
section of the Prospectus entitled "How to Exchange Shares," and the escrow will
be transferred to that other fund.
ASSET BUILDER PLANS. To establish an Asset Builder Plan from a bank account, a
check (minimum $25) for the initial purchase must accompany the application.
Shares purchased by Asset Builder Plan payments from bank accounts are subject
to the redemption restrictions for recent purchases described in "How To Sell
Shares," in the Prospectus. Asset Builder Plans also enable shareholders of
Oppenheimer Cash Reserves to use those accounts for monthly automatic purchases
of shares of up to four other Oppenheimer funds.
There is a front-end sales charge on the purchase of certain Oppenheimer
funds, or a contingent deferred sales charge may apply to shares purchased by
Asset Builder payments. An application should be obtained from the Distributor,
completed and returned, and a prospectus of the selected fund(s) should be
obtained from the Distributor or your financial advisor before initiating Asset
Builder payments. The amount of the Asset Builder investment may be changed or
the automatic investments may be terminated at any time by writing to the
Transfer Agent. A reasonable period (approximately 15 days) is required after
the Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans at any
time without prior notice.
CANCELLATION OF PURCHASE ORDERS. Cancellation of purchase orders for the Fund's
shares (for example, when a purchase check is returned to the Fund unpaid)
causes a loss to be incurred when the net asset value of the Fund's shares on
the cancellation date is less than on the purchase date. That loss is equal to
the amount of the decline in the net asset value per share multiplied by the
number of shares in the purchase order. The investor is responsible for that
loss. If the investor fails to compensate the Fund for the loss, the Distributor
will do so. The Fund may reimburse the Distributor for that amount by redeeming
shares from any account registered in that investor's name, or the Fund or the
Distributor may seek other redress.
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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.
-- INVOLUNTARY REDEMPTIONS. The Fund's Board of Trustees has the right to
cause the involuntary redemption of the shares held in any account if the
aggregate net asset value of those shares is less than $200 or such lesser
amount as the Board may fix. The Board of Trustees will not cause the
involuntary redemption of shares in an account if the aggregate net asset value
of the shares has fallen below the stated minimum solely as a result of market
fluctuations. Should the Board elect to exercise this right, it may also fix, in
accordance with the Investment Company Act, the requirements for any notice to
be given to the shareholders in question (not less than 30 days), or the Board
may set requirements for granting permission to the Shareholder to increase the
investment, and set other terms and conditions so that the shares would not be
involuntarily redeemed.
REINVESTMENT PRIVILEGE. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of (i) Class A Shares, (ii)
Class B Shares. The reinvestment may be made without sales charge only in Class
A Shares of the Fund or any of the other Oppenheimer funds into which shares of
the Fund are exchangeable as described below, at the net asset value next
computed after the Transfer Agent receives the reinvestment order. The
shareholder must ask the Distributor for that privilege at the time of
reinvestment. Any capital gain that was realized when the shares were redeemed
is taxable, and reinvestment will not alter any capital gains tax payable on
that gain. If there has been a capital loss on the redemption, some or all of
the loss may not be
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<PAGE>
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.
SPECIAL ARRANGEMENTS FOR REPURCHASE OF SHARES FROM DEALERS AND BROKERS. The
Distributor is the Fund's agent to repurchase its shares from authorized dealers
or brokers. The repurchase price per share will be the net asset value next
computed after the Distributor receives the order placed by the dealer or
broker, except that if the Distributor receives a repurchase order from a dealer
or broker after the close of The New York Stock Exchange on a regular business
day, it will be
40
<PAGE>
processed at that day's net asset value if the order was received by the dealer
or broker from its customers prior to the time the Exchange closes (normally,
that is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close of business
that day (normally 5:00 P.M.). Ordinarily, for accounts redeemed by a
broker-dealer under this procedure, payment will be made within three business
days after the shares have been redeemed upon the Distributor's receipt the
required redemption documents in proper form, with the signature(s) of the
registered owners guaranteed on the redemption document as described in the
Prospectus.
AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. Investors owning shares of the Fund
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(minimum $50) automatically on a monthly, quarterly, semi-annual or annual basis
under an Automatic Withdrawal Plan. Shares will be redeemed three business days
prior to the date requested by the shareholder for receipt of the payment.
Automatic withdrawals of up to $1,500 per month may be requested by telephone if
payments are to be made by check payable to all shareholders of record and sent
to the address of record for the account (and if the address has not been
changed within the prior 30 days). Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this basis.
Payments are normally made by check, but shareholders having AccountLink
privileges (see "How To Buy Shares") may arrange to have Automatic Withdrawal
Plan payments transferred to the bank account designated on the OppenheimerFunds
New Account Application or signature-guaranteed instructions. The Fund cannot
guarantee receipt of a payment on the date requested and reserves the right to
amend, suspend or discontinue offering such plans at any time without prior
notice. Because of the sales charge assessed on Class A Share purchases,
shareholders should not make regular additional Class A Share purchases while
participating in an Automatic Withdrawal Plan. Class B shareholders should not
establish withdrawal plans because of the imposition of the contingent deferred
sales charge on such withdrawals (except where the contingent deferred sales
charge is waived as described in the Prospectus under "Waivers of Class B
Contingent Deferred Sales Charge").
By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans, as stated below and
in the provisions of the OppenheimerFunds Application relating to such Plans, as
well as the Prospectus. These provisions may be amended from time to time by the
Fund and/or the Distributor. When adopted, such amendments will automatically
apply to existing Plans.
-- AUTOMATIC EXCHANGE PLANS. Shareholders can authorize the Transfer Agent
(on the OppenheimerFunds Application or signature-guaranteed instructions) to
exchange a pre-determined amount of shares of the Fund for shares (of the same
class) of other Oppenheimer funds automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount
that may be exchanged to each other fund account is $25. Exchanges made under
these plans are subject to the restrictions that apply to exchanges as set forth
in "How to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.
-- AUTOMATIC WITHDRAWAL PLANS. Fund shares will be redeemed as necessary to
meet withdrawal payments. Shares acquired without a sales charge will be
redeemed first and shares acquired with reinvested dividends and capital gains
distributions will be redeemed next, followed by shares acquired with a sales
charge, to the extent necessary to make withdrawal payments. Depending upon the
amount withdrawn, the investor's principal may be depleted. Payments made
41
<PAGE>
under withdrawal plans should not be considered as a yield or income on your
investment.
The Transfer Agent will administer the investor's Automatic Withdrawal Plan
(the "Plan") as agent for the investor (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent. The Transfer
Agent and the Fund shall incur no liability to the Planholder for any action
taken or omitted by the Transfer Agent in good faith to administer the Plan.
Certificates will not be issued for shares of the Fund purchased for and held
under the Plan, but the Transfer Agent will credit all such shares to the
account of the Planholder on the records of the Fund. Any share certificates
held by a Planholder may be surrendered unendorsed to the Transfer Agent with
the Plan application so that the shares represented by the certificate may be
held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the account
may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made at
the net asset value per share determined on the redemption date. Checks or
AccountLink payments of the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the
payment (receipt of payment on the date selected cannot be guaranteed),
according to the choice specified in writing by the Planholder.
The amount and the interval of disbursement payments and the address to
which checks are to be mailed or AccountLink payments are to be sent may be
changed at any time by the Planholder by writing to the Transfer Agent. The
Planholder should allow at least two weeks' time in mailing such notification
for the requested change to be put in effect. The Planholder may, at any time,
instruct the Transfer Agent by written notice (in proper form in accordance with
the requirements of the then-current Prospectus of the Fund) to redeem all, or
any part of, the shares held under the Plan. In that case, the Transfer Agent
will redeem the number of shares requested at the net asset value per share in
effect in accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing to the
Transfer Agent. A Plan may also be terminated at any time by the Transfer Agent
upon receiving directions to that effect from the Fund. The Transfer Agent will
also terminate a Plan upon receipt of evidence satisfactory to it of the death
or legal incapacity of the Planholder. Upon termination of a Plan by the
Transfer Agent or the Fund, shares that have not been redeemed from the account
will be held in uncertificated form in the name of the Planholder, and the
account will continue as a dividend-reinvestment, uncertificated account unless
and until proper instructions are received from the Planholder or his or her
executor or guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the Planholder
may request issuance of a portion of the shares in certificated form. Upon
written request from the Planholder, the Transfer Agent will determine the
number of shares for which a certificate may be issued without causing the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. However, should such uncertificated shares become
exhausted, Plan withdrawals will terminate.
42
<PAGE>
If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to act
as agent in administering the Plan.
HOW TO EXCHANGE SHARES
As stated in the Prospectus, shares of a particular class of Oppenheimer
funds having more than one class of shares may be exchanged only for shares of
the same class of other Oppenheimer funds. Shares of the Oppenheimer funds that
have a single class without a class designation are deemed "Class A Shares" for
this purpose. All of the Oppenheimer funds offer Class A Shares, but certain
Oppenheimer funds do not presently offer Class B Shares. A list showing which
funds offer which class can be obtained by calling the Distributor at
1-800-525-7048. The following limitations apply to exchanges of shares of the
Fund:
(1) Upon the exchange of Class A Shares of the Fund for Class A Shares of
another Oppenheimer fund, those shares acquired upon exchange may not
subsequently be exchanged for Class A Shares of the Fund unless the original
exchange involved an exchange into Class A Shares of one of the following funds:
Oppenheimer Money Market Fund, Inc., Oppenheimer Cash Reserves or Rochester Fund
Municipals.
(2) Upon the exchange of Class A Shares of the Fund for Class A Shares of
another Oppenheimer fund, those shares acquired upon exchange may not
subsequently be exchanged for Class A Shares of Rochester Fund Municipals unless
the original exchange involved an exchange into Class A Shares of either
Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves.
(3) Upon the exchange of Class B Shares of the Fund for Class B Shares of
another Oppenheimer Fund, those shares acquired upon exchange may not
subsequently be exchanged for Class B Shares of the Fund unless the original
exchange involved an exchange into Class B Shares of Oppenheimer Cash Reserves.
Class A Shares of Oppenheimer funds may be exchanged at net asset value for
shares of any Money Market Fund. Shares of any Money Market Fund purchased
without a sales charge may be exchanged for shares of Oppenheimer funds offered
with a sales charge upon payment of the sales charge (or, if applicable, may be
used to purchase shares of Oppenheimer funds subject to a contingent deferred
sales charge). However, shares of Oppenheimer Money Market Fund, Inc. purchased
with the redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 12 months prior
to that purchase may subsequently be exchanged for shares of other Oppenheimer
funds without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or the
investor's dealer must notify the Distributor of eligibility for this privilege
at the time the shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this privilege. No
contingent deferred sales charge is imposed on exchanges of shares of either
class purchased subject to a contingent deferred sales charge. However, when
Class A Shares acquired by exchange of Class A Shares of other Oppenheimer funds
purchased subject to a Class A contingent deferred sales charge are redeemed
within 18 months of the end of the calendar month of the initial purchase of the
exchanged Class A Shares, the Class A contingent deferred sales charge is
imposed on the redeemed shares (see "Class A Contingent Deferred Sales Charge"
in the Prospectus). The Class B contingent deferred sales charge is imposed on
Class B Shares acquired by exchange if they are redeemed within 6 years of the
initial purchase of the exchanged Class B Shares.
When Class B 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 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 or Class B Shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The Fund
may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may be less
than the number
43
<PAGE>
requested if the exchange or the number requested would include shares subject
to a restriction cited in the Prospectus or this Statement of Additional
Information or would include shares covered by a share certificate that is not
tendered with the request. In those cases, only the shares available for
exchange without restriction will be exchanged.
When exchanging shares by telephone, a shareholder must either have an
existing account in, or obtain and acknowledge receipt of a prospectus of, the
fund to which the exchange is to be made. For full or partial exchanges of an
account made by telephone, any special account features such as Asset Builder
Plans, Automatic Withdrawal Plans, Checkwriting, if available, and retirement
plan contributions will be switched to the new account unless the Transfer Agent
is instructed otherwise. If all telephone lines are busy (which might occur, for
example, during periods of substantial market fluctuations), shareholders might
not be able to request exchanges by telephone and would have to submit written
exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the "Redemption
Date"). Normally, shares of the fund to be acquired are purchased on the
Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it would be disadvantaged by an immediate
transfer of the redemption proceeds. The Fund reserves the right, in its
discretion, to refuse any exchange request that may disadvantage it (for
example, if the receipt of multiple exchange requests from a dealer might
require the disposition of portfolio securities at a time or at a price that
might be disadvantageous to the Fund).
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure that
the Fund selected is appropriate for his or her investment and should be aware
of the tax consequences of an exchange. For federal income tax purposes, an
exchange transaction is treated as a redemption of shares of one fund and a
purchase of shares of another. "Reinvestment Privilege," above, discusses some
of the tax consequences of reinvestment of redemption proceeds in such cases.
The Fund, the Distributor, and the Transfer Agent are unable to provide
investment, tax or legal advice to a shareholder in connection with an exchange
request or any other investment transaction.
DIVIDENDS, CAPITAL GAINS AND TAXES
In order to continue to qualify for treatment as a regulated investment
company ("RIC") under the Code, the Fund must distribute to its shareholders for
each taxable year at least 90% of
44
<PAGE>
the sum of its investment company taxable income (consisting generally of
taxable net investment income and net short-term capital gain) plus its interest
income excludable from gross income under Section 103(a) of the Code
("tax-exempt income") and must meet several additional requirements. These
requirements include the following: (1) the Fund must derive at least 90% of its
gross income each taxable year from dividends, interest, payments with respect
to securities loans and gains from the sale or other disposition of securities,
or other income (including gains from options) derived with respect to its
business of investing in securities ("Income Requirement"); (2) the Fund must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities or options that were held for less than three
months ("Short-Short Limitation"); and (3) at the close of each quarter of the
Fund's taxable year, (i) at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities that are limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets,
and (ii) not more than 25% of the value of its total assets may be invested in
securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer.
Dividends paid by the Fund will qualify as exempt-interest dividends, and
thus will be excludable from gross income by its shareholders, if the Fund
satisfies the additional requirement that, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of
securities the interest on which is tax-exempt income; the Fund intends to
continue to satisfy this requirement. The aggregate exempt-interest dividends
may not be greater than the excess of the Fund's tax-exempt income over certain
amounts disallowed as deductions. The shareholders' treatment of dividends from
the Fund under local and state income tax laws may differ from the treatment
thereof under the Code.
As noted in the Prospectus, the Fund annually reports to its shareholders
regarding the amounts and status of distributions paid during the year. Such
report allocates dividends among tax-exempt, taxable and alternative minimum
taxable income in approximately the same proportions as they bear to the Fund's
total income for the year. Accordingly, income derived from each of these
sources by the Fund in any particular distribution period may vary substantially
from the allocation reported to shareholders annually. The proportion of
dividends that constitutes taxable income will depend on the relative amounts of
assets invested in taxable securities, the yield relationships between taxable
and tax-exempt securities, and the period of time for which such securities are
held.
Because the taxable portion of the Fund's investment income consists
primarily of interest and income from options transactions, its dividends will
not qualify for the dividends-received deduction available to corporations.
Dividends and other distributions declared by the Fund, and payable to
shareholders of record on a date, in the last quarter of any calendar year are
deemed to have been paid by the Fund and received by the shareholders on
December 31 of that year if the distributions are paid by the Fund during the
following January. Accordingly, those distributions will be treated as received
by the shareholders for the year in which that December 31 falls.
As noted in the Prospectus, interest on indebtedness incurred or
continued by shareholders
45
<PAGE>
to purchase or carry Shares of the Fund is not deductible for federal
income tax purposes. Under rules applied by the Internal Revenue Service to
determine whether borrowed funds are used for the purpose of purchasing or
carrying particular assets, the purchase of Fund Shares may, depending upon the
circumstances, be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of those Shares.
If you redeem at a loss Shares of the Fund held for six months or less,
that loss will not be recognized for federal income tax purposes to the extent
of exempt-interest dividends you have received with respect to those shares. If
any such loss exceeds the amount of such exempt-interest dividends you received,
that excess loss will be treated as a long-term capital loss to the extent you
receive any capital gain distribution with respect to those Shares.
Persons who are "substantial users" (or persons related thereto) of
facilities financed by industrial development bonds should consult their own tax
advisers before purchasing Shares. Such persons may find investment in the Fund
unsuitable for tax reasons. Generally, an individual will not be a "related
person" under the Code unless he or his immediate family (spouse, brothers,
sisters, ancestors and lineal descendants) owns, directly or indirectly, in the
aggregate more than 50% of the equity of a corporation or partnership that is a
"substantial user" of a facility financed from the proceeds of such bonds. A
"substantial user" of such a facility is defined generally as a non-exempt
person who regularly uses a part of such facility in his trade or business.
The Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on December 31 of that year, plus certain other amounts.
The use of hedging strategies, such as writing (selling) and purchasing
options, involves complex rules that will determine for income tax purposes the
character and timing of recognition of the gains and losses the Fund realizes in
connection therewith. Income from transactions in options derived by the Fund
with respect to its business of investing in securities will qualify as
permissible income under the Income Requirement. However, income from the
disposition of options will be subject to the Short-Short Limitation if they are
held for less than three months.
If the Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. The Fund
will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent the Fund does not so qualify, it may be
forced to defer the closing out of certain options beyond the time when it
otherwise would be advantageous to do so, in order for the Fund to continue to
qualify as RIC.
Corporate investors may wish to consult their own tax advisers before
purchasing Fund shares. Corporations may find investment in the Fund unsuitable
for tax reasons, because the interest on all Municipal Obligations held by the
Fund distributed to corporate shareholders will be includible in calculating
adjusted current earnings for purposes of both the alternative minimum tax and
the environmental tax. In addition, certain property and casualty insurance
companies, financial
46
<PAGE>
institutions, and U.S. branches of foreign corporations may be adversely
affected by the tax treatment of the interest on Municipal Obligations.
ADDITIONAL INFORMATION ABOUT THE FUND
THE CUSTODIAN. Investors Bank & Trust Company, whose principal business address
is 89 South Street Boston, MA 02111, is currently 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. 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. It is anticipated that on or about
July 1, 1996, Citibank, N.A., 399 Park Avenue, New York, NY 10043, will replace
Investors Bank & Trust Company as the custodian of the Fund's assets.
INDEPENDENT AUDITORS. Price Waterhouse LLP, 1900 Chase Square, Rochester, NY
14604, serves as the Fund's independent accountants. The services provided by
Price Waterhouse LLP include auditing services and review and consultations on
various filings by the Fund with the Securities and Exchange Commission and tax
authorities. They also act as auditors for certain other funds advised by the
Manager and its affiliates.
47
<PAGE>
INVESTMENT ADVISER
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 AGENT
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
INDEPENDENT AUDITORS
Price Waterhouse LLP
1900 Chase Square
Rochester, NY 14604
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave, N.W.
Washington, D.C. 20036
48
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 20 Albany Hsg. Auth. 10.400% 10/01/96 -- $ 20,832
40 Albany IDA (152 Washington Avenue) 7.500 11/01/01 05/01/96(b) 40,400
80 Albany IDA (Evergreen Bancorp) 7.350 12/15/00 06/15/96(b) 80,800
1,975 Albany IDA (H. Johnson Office Pk.) 5.750 03/01/18 03/01/98(d) 1,968,858
260 Albany IDA (Port of Albany) 6.250 02/01/05 02/07/01(c) 269,087
30 Albany IDA (Spectrapark) 7.150 12/01/98 -- 30,704
50 Albany IDA (Spectrapark) 7.500 12/01/03 12/01/98(b) 54,681
3,525 Albany IDA (Spectrapark) 7.600 12/01/09 12/01/98(b) 3,811,089
25 Albany Parking Auth. 0.000 09/15/03 -- 16,196
625 Albany Parking Auth. 0.000 09/15/04 -- 380,463
40 Albany Parking Auth. 0.000 09/15/02 -- 27,847
20 Albany Parking Auth. 0.000 09/15/05 -- 11,468
645 Allegany IDA (Alfred University) 6.900 09/01/99 -- 689,376
300 American Samoa Power Auth. 6.400 09/01/96 -- 304,326
400 American Samoa Power Auth. 6.600 09/01/96 -- 406,292
300 American Samoa Power Auth. 6.600 09/01/97 -- 309,723
300 American Samoa Power Auth. 6.700 09/01/98 -- 313,956
600 American Samoa Power Auth. 6.700 09/01/97 -- 620,400
300 American Samoa Power Auth. 6.750 09/01/99 -- 315,846
700 American Samoa Power Auth. 6.800 09/01/98 -- 734,230
700 American Samoa Power Auth. 6.900 09/01/99 -- 740,159
700 American Samoa Power Auth. 7.000 09/01/00 -- 747,418
50 Amherst IDA (Inducon) 7.250 11/01/96 -- 50,375
120 Auburn IDA (Alcoa) 7.500 12/01/97 06/01/96(b) 123,000
50 Auburn IDA (Alcoa) 7.600 12/01/98 06/01/96(b) 51,500
780 Babylon IDA (WWH Ambulance) 7.000 09/15/01 05/26/99(c) 828,750
75 Baldwinsville Development Corp. 7.200 06/01/10 07/01/96(b) 78,000
800 Batavia Hsg. Auth. (Trocaire Place) 7.650 04/01/08 08/14/03(c) 851,464
10 Bergen GO 7.700 04/15/96 -- 10,068
20 BOCES (Greenport) 7.500 10/01/96 07/03/96(c) 20,600
170 Brookhaven IDA (Dowling College) 6.100 03/01/00 -- 178,541
185 Brookhaven IDA (Dowling College) 6.200 03/01/01 -- 197,710
195 Brookhaven IDA (Dowling College) 6.300 03/01/02 -- 210,590
205 Brookhaven IDA (Dowling College) 6.400 03/01/03 -- 222,913
390 Brookhaven IDA (Farber) 6.563(v)12/01/98 -- 390,000
30 Broome IDA (Industrial Park) 7.450 12/01/98 -- 30,300
1,550 Carnegie Redevelopment Corp. 6.250 09/01/05 12/04/01(c) 1,600,158
1,550 Carnegie Redevelopment Corp. 6.500 09/01/11 05/17/09(c) 1,622,633
525 Clifton Park (Caldor) 11.250 12/01/12 12/01/98(b) 546,047
1,900 Clifton Springs Hospital & Clinic 7.000 01/01/01 02/18/99(c) 1,964,049
35 Colonie IDA 7.250 10/01/02 04/01/96(b) 35,525
5 Colonie IDA (Capital Plaza) 9.625 11/01/98 05/01/96(b) 5,075
20 Cortland IDA (Paul Bunyon) 8.000 07/01/00 07/01/98(b) 21,808
275 Dutchess IDA (Bard College) 6.500 11/01/03 -- 288,904
1,175 Dutchess Res Rec (Solid Waste) 6.800 01/01/10 01/01/05(b) 1,237,992
15 Elmira HDC 7.500 08/01/09 02/01/96(b) 15,843
290 Elmira HDC 7.500 08/01/08 02/01/96(b) 303,210
440 Erie IDA (FMC Corp.) 6.000 02/01/03 08/02/01(c) 440,673
385 Erie IDA (Medaille College) 7.400 12/30/02 04/18/00(c) 406,302
40 Erie IDA (Medishield) 7.200 08/01/04 08/01/98(b) 40,800
980 Erie IDA (Mercy Hospital) 5.900 06/01/03 08/21/00(c) 1,012,007
1,000 Essex IDA (International Paper) 6.500 05/01/06 05/01/96(b) 1,008,410
2,250 Franklin IDA (Correctional Facilities) 6.375 11/01/02 01/31/00(c) 2,318,378
10 Franklin IDA (Correctional Facilities) 6.750 11/01/12 11/01/04(b) 10,473
640 Franklin SWMA 5.250 06/01/98 -- 649,850
475 Franklin SWMA 5.500 06/01/99 -- 483,859
</TABLE>
49
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 600 Franklin SWMA 5.625% 06/01/00 -- $ 613,020
50 Fulton IDA (J.R. Kearney) 7.000 12/01/96 -- 50,500
1,020 Guam Airport Authority 6.600 10/01/10 10/01/05(b) 1,063,432
3,030 Guam Power Authority 6.375 10/01/08 10/01/04(b) 3,123,839
250 Guam Power Authority 6.625 10/01/14 10/01/04(b) 263,338
920 Hamilton Elderly Hsg. 11.250 01/01/15 05/01/96(b) 983,158
10 Hempstead IDA (Amer. Ref-Fuel Co.) 6.500 12/01/96 -- 10,189
30 Hempstead IDA (Amer. Ref-Fuel Co.) 6.700 12/01/97 -- 31,264
30 Hempstead IDA (Amer. Ref-Fuel Co.) 7.000 12/01/99 12/01/96(b) 31,167
35,340 Hempstead IDA (Amer. Ref-Fuel Co.) 7.375 12/01/05 12/01/96(b) 36,799,895
30,645 Hempstead IDA (Amer. Ref-Fuel Co.) 7.400 12/01/10 12/01/96(b) 31,920,445
1,500 Hempstead IDA (Nassau Dist. Energy) 7.750 09/15/15 09/15/97(b) 1,557,945
20 Hempstead IDA (UCP) 7.500 10/01/09 10/01/99(b) 21,439
2,700 Herkimer Hsg. Auth. 7.150 03/01/11 09/01/06(b) 2,921,886
2,360 Herkimer IDA (Burrows Paper) 7.250 01/01/01 02/28/99(c) 2,434,293
1,000 Herkimer IDA (Burrows Paper) 8.000 01/01/09 10/28/05(c) 1,076,300
50 Heuvelton CSD 8.375 06/15/97 -- 52,127
90 Islip IDA (WJL Realty) 7.400 03/01/99 -- 101,424
1,935 Islip Res Rec 5.600 07/01/00 -- 2,043,921
2,040 Islip Res Rec 5.750 07/01/01 -- 2,180,026
2,160 Islip Res Rec 5.850 07/01/02 -- 2,332,346
330 Jamestown GO 7.000 03/15/99 -- 355,526
250 Jamestown GO 7.000 03/15/00 -- 273,410
3,415 Jamestown Hsg. Auth. 6.125 07/01/10 11/26/04(c) 3,468,342
260 Jefferson IDA (Stature Electric) 7.500 08/01/99 02/01/96(b) 265,772
55 Lakeside Village Hsg. Corp. 0.000 09/01/05 03/01/96(b) 23,113
5 Lakeside Village Hsg. Corp. 11.250 09/01/96 03/01/96(b) 5,096
435 Lincoln Towers Hsg. Corp. 11.250 01/01/15 05/01/96(b) 459,538
118 Locke Fire District #1 7.500 07/01/02 09/30/99(c) 133,170
210 Medina Hsg. Corp. 8.250 08/15/11 08/15/96(b) 222,600
960 Middleton IDA (Southwinds) 7.250 03/01/03 06/14/00(c) 963,206
5 Monroe County Airport 0.000 01/01/04 -- 3,159
30 Monroe County GO 6.100 05/01/03 -- 30,000
1,435 Monroe IDA (Al Sigl Center) 6.375 12/15/05 11/24/01(c) 1,456,209
1,135 Monroe IDA (Al Sigl Center) 6.750 12/15/10 02/01/09(c) 1,159,709
10 Monroe IDA (Cohber) 7.500 12/01/00 12/01/98(b) 10,587
100 Monroe IDA (Cohber) 7.550 12/01/01 12/01/98(b) 108,488
278 Monroe IDA (Consler) 7.000 08/01/99 12/15/97(c) 279,165
1,019 Monroe IDA (Emil Muller) 6.500 10/01/04 11/08/00(c) 1,020,235
1,290 Monroe IDA (GEVA) 7.750 04/01/02 07/20/99(c) 1,297,276
360 Monroe IDA (GEVA) 7.750 04/01/03 -- 362,030
33 Monroe IDA (Hahn) 7.250 06/01/98 04/13/97(c) 33,232
211 Monroe IDA (Hahn) 7.250 06/01/98 04/27/97(c) 212,204
163 Monroe IDA (Palmer) 6.500 08/01/98 06/29/97(c) 162,938
10 Monroe IDA (Piano Works) 7.125 11/01/96 -- 10,100
300 Monroe IDA (Roberts Wesleyan) 6.200 09/01/05 -- 305,802
235 Monroe IDA (West End Business) 6.750 12/01/04 12/16/00(c) 242,121
50 Montgomery IDA (Alpin Haus) 7.000 12/01/96 -- 50,229
270 Montgomery IDA (Amsterdam) 5.750 01/01/97 -- 268,728
145 Montgomery IDA (Amsterdam) 6.000 01/01/98 -- 147,973
885 Montgomery IDA (Amsterdam) 6.500 01/01/03 02/17/01(c) 903,824
20 Montgomery IDA (Breton Ind.) 8.150 04/01/10 04/01/98(b) 21,958
50 MTA 7.000 07/01/09 07/01/03(b) 53,735
470 Nassau IDA (ACLDD) 7.250 10/01/04 03/12/01(c) 493,185
1,120 Nassau IDA (Farmingdale Market) 10.000 05/01/98 05/01/96(b) 1,136,117
815 Nassau IDA (NPD Realty) 10.375 12/01/97 12/01/96(b) 833,338
</TABLE>
50
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 300 Nassau IDA (Tishcon Corp.) 10.000% 02/01/03 02/01/96(b) $ 301,539
1,090 New Rochelle IDA (CNR) 6.000 07/01/02 08/11/00(c) 1,135,170
260 New Rochelle IDA (CNR) 6.300 07/01/03 -- 274,776
275 New Rochelle IDA (CNR) 6.400 07/01/04 -- 292,210
2,800 Niagara IDA (Sevenson Hotel) 5.750 05/01/03 10/31/99(c) 2,849,784
295 North Country Development Auth. 6.500 07/01/01 -- 308,850
575 North Country Development Auth. 6.600 07/01/02 -- 600,812
685 North Country Development Auth. 6.600 07/01/99 07/01/99(a) 751,089
1,565 North Country Development Auth. 6.750 07/01/12 07/01/99(b) 1,650,433
80 Northern Marianas Island Port Auth. 7.050 10/01/04 10/01/96(b) 82,000
10 Northern Marianas Island Port Auth. 7.050 10/01/05 10/01/96(b) 10,300
1,000 NYC GO 0.000 02/01/03 -- 688,270
50 NYC GO 0.000 08/15/01 -- 37,826
115 NYC GO 0.000(+)10/01/06 10/01/02(b) 80,901
2,000 NYC GO 0.000(+)02/01/04 02/01/00(b) 1,660,520
170 NYC GO 0.000 04/01/00 -- 145,449
1,500 NYC GO 0.000 02/01/01 -- 1,163,190
2,000 NYC GO 0.000 08/15/00 -- 1,597,140
1,950 NYC GO 0.000(+)02/01/07 02/01/02(e) 1,390,233
1,460 NYC GO 0.000 02/01/02 -- 1,068,705
630 NYC GO 0.000 04/01/01 -- 508,713
105 NYC GO 5.600 08/01/01 -- 107,982
600 NYC GO 6.375 08/01/06 08/01/04(b) 623,658
250 NYC GO 6.375 08/15/10 08/15/07(b) 261,153
2,000 NYC GO 6.375 08/01/07 08/01/04(b) 2,072,020
1,500 NYC GO 6.375 08/01/10 08/01/07(b) 1,566,795
20 NYC GO 6.500 08/01/06 08/01/04(b) 21,046
1,550 NYC GO 6.750 10/01/05 10/01/04(b) 1,685,486
100 NYC GO 6.875 02/01/02 -- 109,267
120 NYC GO 7.000 10/01/09 10/01/04(b) 130,038
55 NYC GO 7.000 02/01/09 02/01/00(b) 56,320
1,500 NYC GO 7.000 08/15/06 08/15/99(a) 1,550,070
3,250 NYC GO 7.000 02/01/06 02/01/02(b) 3,563,365
200 NYC GO 7.000 12/01/08 12/01/99(b) 208,932
175 NYC GO 7.000 12/01/10 12/01/99(b) 182,816
1,000 NYC GO 7.000 02/01/16 02/01/04(b) 1,080,160
1,000 NYC GO 7.000 02/01/01 06/01/96(b) 1,022,470
50 NYC GO 7.000 02/01/00 02/01/96(b) 51,077
8,140 NYC GO 7.000 10/01/13 10/01/04(b) 8,840,040
25 NYC GO 7.300 08/15/98 08/15/97(b) 26,349
500 NYC GO 7.400 02/01/00 -- 544,620
285 NYC GO 7.400 02/01/02 -- 314,848
50 NYC GO 7.500 08/15/15 06/01/96(b) 52,732
25 NYC GO 7.500 12/01/05 08/15/97(a) 26,366
75 NYC GO 7.500 10/01/12 10/01/99(b) 80,513
15 NYC GO 7.500 03/15/07 03/15/00(b) 16,344
25 NYC GO 7.500 08/01/01 08/01/99(b) 27,421
50 NYC GO 7.500 08/01/04 06/01/96(b) 53,330
2,425 NYC GO 7.500 02/01/09 02/01/02(b) 2,721,141
165 NYC GO 7.500 08/15/03 07/01/96(b) 181,394
1,500 NYC GO 7.500 03/15/09 03/15/00(b) 1,644,840
10,125 NYC GO 7.500 02/01/04 07/01/03(b) 11,285,933
220 NYC GO 7.500 02/01/07 02/01/02(b) 244,620
2,900 NYC GO 7.500 02/01/06 02/01/02(b) 3,278,392
100 NYC GO 7.625 08/01/03 02/01/98(a) 105,960
50 NYC GO 7.625 02/01/13 02/01/02(b) 56,288
</TABLE>
51
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 4,020 NYC GO 7.650% 02/01/07 02/01/02(b) $ 4,564,348
300 NYC GO 7.700 02/01/09 02/01/02(b) 339,720
1,555 NYC GO 7.750 08/15/09 08/15/01(b) 1,761,628
780 NYC GO 7.750 02/15/01 06/01/96(b) 853,601
1,200 NYC GO 7.750 08/15/12 08/15/01(b) 1,358,820
600 NYC GO 7.750 08/15/03 08/11/00(b) 679,884
2,000 NYC GO 7.750 08/15/05 08/15/01(b) 2,275,200
7,925 NYC GO 7.750 08/15/06 08/15/01(b) 9,007,159
1,500 NYC GO 7.750 08/15/07 08/15/01(b) 1,704,825
150 NYC GO 7.875 08/01/04 05/26/99(b) 169,536
2,915 NYC GO 8.000 08/01/03 08/14/03(b) 3,336,043
740 NYC GO 8.250 11/15/10 11/15/01(b) 850,031
680 NYC GO 8.250 11/15/10 11/15/01(a) 826,486
20 NYC HDC 0.000 04/01/08 04/01/98(b) 8,924
90 NYC HDC 0.000 10/01/03 04/01/98(b) 56,218
75 NYC HDC 0.000 04/01/01 -- 56,993
40 NYC HDC 0.000 04/01/99 -- 33,715
50 NYC HDC 0.000 04/01/00 -- 39,169
45 NYC HDC 0.000 10/01/00 -- 34,255
30 NYC HDC 0.000 04/01/03 04/01/98(b) 19,681
50 NYC HDC 0.000 10/01/08 04/01/98(b) 21,385
80 NYC HDC 0.000 04/01/06 04/01/98(b) 41,290
90 NYC HDC 0.000 10/01/06 04/01/98(b) 44,881
70 NYC HDC 0.000 10/01/07 04/01/98(b) 32,763
30 NYC HDC 0.000 10/01/99 -- 24,949
60 NYC HDC 0.000 04/01/04 04/01/98(b) 36,055
5 NYC HDC 5.750 05/01/96 -- 5,000
255 NYC HDC 6.500 05/01/06 11/01/00(b) 257,762
975 NYC HDC 7.900 02/01/23 02/01/00(b) 1,053,205
730 NYC HDC 8.100 09/01/23 09/01/00(b) 799,825
2,000 NYC Health & Hospital 6.000 02/15/07 -- 2,013,800
1,455 NYC IDA 7.625 11/01/09 11/01/96(b) 1,472,736
75 NYC IDA 8.125 11/01/09 11/01/96(b) 77,250
1,250 NYC IDA (ALA Realty) 7.000 12/01/05 12/19/01(c) 1,276,075
575 NYC IDA (Amster Novelty) 7.375 12/01/05 05/30/02(c) 576,190
3,300 NYC IDA (Blood Center) 6.800 05/01/02 08/04/99(c) 3,687,321
265 NYC IDA (CNR) 5.875 09/01/05 -- 265,750
1,396 NYC IDA (Cummins Engine) 6.500 03/01/05 01/27/01(c) 1,409,317
1,175 NYC IDA (EPG) 7.400 07/30/02 11/08/99(c) 1,257,532
2,425 NYC IDA (JBFS) 6.500 12/15/02 03/15/00(c) 2,567,930
490 NYC IDA (Koenig Manufacturing) 7.375 12/01/10 09/13/05(c) 496,287
20 NYC IDA (Lighthouse) 6.375 07/01/10 07/01/04(b) 20,399
635 NYC IDA (OHEL) 7.125 03/15/03 01/19/00(c) 651,967
128 NYC IDA (Paper Enterprises) 10.000 11/01/98 07/10/97(c) 131,237
3,430 NYC IDA (Plaza Packaging) 7.650 12/01/09 12/01/99(b) 3,709,374
785 NYC IDA (Promotional Slideguide) 7.000 12/01/05 05/19/02(c) 786,931
50 NYC IDA (St. Christopher Ottilie) 6.750 07/01/99 -- 53,464
150 NYC IDA (United Nations School) 6.000 12/01/04 -- 150,237
160 NYC IDA (United Nations School) 6.050 12/01/05 -- 160,274
170 NYC IDA (United Nations School) 6.100 12/01/06 -- 170,313
180 NYC IDA (United Nations School) 6.150 12/01/07 -- 180,351
1,695 NYS COP 6.900 09/01/98 -- 1,799,192
500 NYS COP 7.000 03/01/99 -- 532,875
10 NYS COP 7.100 08/15/00 08/15/96(b) 10,823
395 NYS COP 7.250 08/15/07 08/15/96(b) 411,649
2,305 NYS COP 7.625 03/01/09 09/01/01(b) 2,571,896
</TABLE>
52
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 1,725 NYS COP 8.250% 09/01/07 09/01/97(b) $ 1,850,304
40 NYS COP 8.300 09/01/12 09/01/97(b) 43,228
1,790 NYS Dorm (Brookhaven) 8.700 07/01/06 07/01/96(b) 1,822,310
30 NYS Dorm (City University) 0.000 07/01/03 07/01/98(b) 19,067
975 NYS Dorm (City University) 7.200 07/01/01 07/01/00(a) 1,084,551
12,000 NYS Dorm (City University) 8.125 07/01/08 07/01/98(a) 13,440,000
8,380 NYS Dorm (City University) 8.125 07/01/07 07/01/98(b) 9,159,424
40 NYS Dorm (Cornell University) 6.875 07/01/14 07/01/96(b) 40,880
100 NYS Dorm (Crouse Irving) 10.250 07/01/04 07/01/96(b) 102,702
365 NYS Dorm (Crouse Irving) 10.500 07/01/17 07/01/96(b) 375,001
65 NYS Dorm (ECC) 7.100 07/01/09 12/30/04(c) 65,650
25 NYS Dorm (Higher Education) 8.500 06/01/03 06/01/96(b) 25,593
25 NYS Dorm (JGB) 7.000 07/01/09 07/01/96(b) 25,250
215 NYS Dorm (Judicial-Suffolk) 9.000 10/15/01 04/15/96(b) 236,500
5,000 NYS Dorm (Judicial-Suffolk) 9.000 10/15/01 04/15/96(b) 5,451,150
40 NYS Dorm (Manhattan E,E&T) 9.500 07/01/12 07/01/96(b) 40,800
380 NYS Dorm (Manhattan E,E&T) 11.500 07/01/09 07/01/96(b) 389,500
80 NYS Dorm (Montefiore) 8.625 07/01/10 07/01/96(b) 81,760
225 NYS Dorm (NY Medical College) 6.875 07/01/03 -- 242,240
80 NYS Dorm (PCP) 7.800 12/01/05 12/01/98(b) 88,345
35 NYS Dorm (United Health) 7.150 08/01/07 02/01/00(b) 38,551
50 NYS Dorm (United Hospital) 6.500 09/15/10 07/01/96(b) 50,250
180 NYS Dorm (United Hospital) 11.750 09/15/10 07/01/96(b) 185,400
500 NYS Dorm (Wildwood) 7.300 07/01/15 07/01/01(b) 551,555
275 NYS Environ. (Huntington Res Rec) 7.375 10/01/99 05/04/98(c) 291,294
7,540 NYS Environ. (Huntington Res Rec) 7.500 10/01/12 10/01/99(b) 8,037,640
250 NYS Environ. (Jamaica Water) 10.875 12/01/14 12/01/96(b) 257,260
15 NYS Environ. (Long Island Water) 10.000 10/01/17 10/01/97(b) 16,586
595 NYS Environ. (RSP) 7.000 04/01/00 -- 641,464
370 NYS Environ. (RSP) 7.000 04/01/99 -- 394,572
330 NYS Environ. (RSP) 7.100 04/01/01 -- 359,660
2,985 NYS Environ. (RSP) 7.250 04/01/07 04/01/02(b) 3,256,516
9,000 NYS ERDA (Brooklyn Union Gas) 8.750 07/01/15 07/01/96(b) 9,214,740
5,475 NYS ERDA (Brooklyn Union Gas) 9.000 05/15/15 05/15/96(b) 5,606,783
15 NYS ERDA (Con Ed) 9.250 09/15/22 09/15/97(b) 16,240
125 NYS ERDA (LILCO) 7.500 12/01/06 06/01/96(b) 126,250
265 NYS ERDA (LILCO) 7.800 12/01/09 06/01/96(b) 265,506
315 NYS ERDA (LILCO) 8.250 10/01/12 04/01/96(b) 317,167
1,850 NYS ERDA (Niagara Mohawk) 8.875 11/01/25 11/01/96(b) 1,898,248
25 NYS GO 6.600 12/01/14 06/01/96(b) 25,750
1,500 NYS HDC 6.550 10/01/15 04/01/05(b) 1,583,925
80 NYS HFA (Children's Rescue) 7.400 11/01/00 -- 86,478
140 NYS HFA (Children's Rescue) 7.500 11/01/01 -- 153,661
65 NYS HFA (Children's Rescue) 7.500 05/01/01 -- 70,718
1,340 NYS HFA (Children's Rescue) 8.000 11/01/08 11/01/00(b) 1,526,582
94 NYS HFA (General Housing) 6.500 11/01/03 -- 94,940
6 NYS HFA (General Housing) 6.750 11/01/98 -- 6,060
26,615 NYS HFA (Health Facilities) 7.900 11/01/99 03/08/98(c) 29,552,498
1,535 NYS HFA (HELP/Bronx) 8.050 11/01/05 11/01/99(b) 1,661,898
1,460 NYS HFA (Henry Phipps) 8.000 05/01/18 05/01/98(b) 1,498,325
140 NYS HFA (H&N) 5.900 11/01/06 -- 137,200
65 NYS HFA (H&N) 5.900 11/01/05 -- 63,700
300 NYS HFA (H&N) 6.800 11/01/02 11/01/98(b) 306,000
65 NYS HFA (H&N) 6.875 11/01/04 11/01/98(b) 65,650
30 NYS HFA (H&N) 6.875 11/01/05 11/01/98(b) 30,300
790 NYS HFA (H&N) 6.875 11/01/07 11/01/02(b) 807,443
</TABLE>
53
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 300 NYS HFA (H&N) 6.875% 11/01/11 11/01/98(b) $ 306,000
50 NYS HFA (H&N) 6.875 11/01/09 11/01/98(b) 50,825
5 NYS HFA (H&N) 8.625 11/01/05 11/01/96(b) 5,158
150 NYS HFA (H&N) 9.000 11/01/17 11/01/96(b) 153,000
145 NYS HFA (Monroe) 7.625 05/01/05 05/01/00(b) 160,586
20 NYS HFA (Multi-Family) 7.300 11/01/04 11/01/99(b) 22,374
1,070 NYS HFA (Multi-Family) 10.000 11/15/99 05/15/96(b) 1,075,521
10 NYS HFA (Non-Profit) 6.100 11/01/98 -- 10,000
50 NYS HFA (Non-Profit) 6.100 11/01/99 -- 50,250
25 NYS HFA (Non-Profit) 6.400 11/01/05 -- 25,250
25 NYS HFA (Non-Profit) 6.400 11/01/09 11/01/01(b) 25,100
40 NYS HFA (Non-Profit) 6.400 11/01/00 -- 40,400
10 NYS HFA (Non-Profit) 6.400 11/01/04 -- 10,100
10 NYS HFA (Non-Profit) 6.500 11/01/01 -- 10,100
150 NYS HFA (Non-Profit) 6.600 11/01/03 -- 150,000
5 NYS HFA (Non-Profit) 6.600 11/01/02 -- 5,179
5 NYS HFA (Non-Profit) 6.600 11/01/11 11/01/98(b) 5,000
20 NYS HFA (Non-Profit) 6.600 11/01/01 -- 21,549
5 NYS HFA (Non-Profit) 6.600 11/01/10 11/01/98(b) 5,050
75 NYS HFA (Non-Profit) 6.600 11/01/05 11/01/98(b) 79,007
1,420 NYS HFA (Non-Profit) 6.750 11/01/11 11/01/98(b) 1,468,905
5 NYS HFA (Non-Profit) 6.750 11/01/96 -- 5,050
61 NYS HFA (Non-Profit) 6.875 11/01/10 11/01/98(b) 62,525
195 NYS HFA (Phillips Village) 6.700 02/15/02 -- 206,084
250 NYS HFA (Phillips Village) 6.700 08/15/02 -- 264,605
85 NYS HFA (Phillips Village) 6.900 08/15/04 -- 91,090
175 NYS HFA (Phillips Village) 6.900 02/15/04 -- 187,203
420 NYS HFA (Simeon Dewitt) 8.000 11/01/18 05/01/98(b) 426,640
105 NYS HFA (Urban Rental) 8.000 11/01/99 11/01/98(b) 116,736
480 NYS HFA (Westchester/HELP) 7.500 11/01/00 09/24/98(c) 521,669
65 NYS HFA (Westchester/HELP) 7.550 11/01/02 05/01/00(b) 71,128
25 NYS Medcare 7.100 11/01/00 -- 25,500
5 NYS Medcare 7.200 11/01/01 11/01/99(b) 5,150
105 NYS Medcare 7.250 11/01/02 11/01/99(b) 108,150
205 NYS Medcare 7.250 11/01/03 11/01/99(b) 211,150
5 NYS Medcare 7.750 08/15/08 08/15/98(b) 5,488
615 NYS Medcare (Brookdale Hospital) 6.600 08/15/03 -- 646,088
260 NYS Medcare (Brookdale Hospital) 6.600 02/15/03 -- 272,444
2,045 NYS Medcare (Central Suffolk) 5.875 11/01/05 12/12/03(c) 2,066,882
365 NYS Medcare (Downtown Hospital) 6.550 02/15/06 -- 386,575
945 NYS Medcare (Downtown Hospital) 6.550 08/15/06 -- 1,002,872
95 NYS Medcare (Good Samaritan) 7.650 11/01/01 11/01/97(b) 102,055
35 NYS Medcare (H&N) 7.000 02/15/99 -- 37,352
10 NYS Medcare (H&N) 7.100 11/01/98 -- 10,100
595 NYS Medcare (H&N) 7.100 11/01/99 -- 606,900
25 NYS Medcare (H&N) 7.100 08/15/01 02/15/98(b) 26,901
90 NYS Medcare (H&N) 7.250 02/15/09 02/15/99(b) 95,234
25 NYS Medcare (H&N) 7.250 02/15/98 -- 26,346
10 NYS Medcare (H&N) 7.500 02/15/09 02/15/99(b) 10,652
100 NYS Medcare (H&N) 7.500 02/15/08 02/15/98(b) 110,060
100 NYS Medcare (H&N) 8.625 02/15/06 02/15/96(b) 102,000
1,655 NYS Medcare (H&N) 8.750 02/15/15 02/15/96(b) 1,694,025
335 NYS Medcare (H&N) 8.875 08/15/27 02/15/98(b) 363,153
960 NYS Medcare (H&N) 9.000 02/15/26 02/15/96(b) 982,867
3,610 NYS Medcare (H&N) 10.000 11/01/06 11/01/96(b) 3,806,853
75 NYS Medcare (Insured Hospital) 7.250 02/15/12 08/15/99(b) 79,130
</TABLE>
54
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 140 NYS Medcare (Insured Hospital) 7.625% 02/15/02 08/15/97(b) $ 150,121
75 NYS Medcare (Insured Hospital) 7.875 02/15/07 08/15/97(b) 80,504
10 NYS Medcare (Insured Mtg.) 7.100 02/15/00 -- 10,632
800 NYS Medcare (Insured Mtg.) 9.375 11/01/16 11/01/96(b) 843,216
670 NYS Medcare (Insured Nursing) 10.250 01/01/24 03/08/98(b) 692,780
1,345 NYS Medcare (Long Beach) 7.625 02/15/06 08/15/98(b) 1,491,403
20 NYS Medcare (Mental Health) 0.000 08/15/01 -- 14,753
15 NYS Medcare (Mental Health) 0.000 02/15/03 08/15/98(a) 10,227
30 NYS Medcare (Mental Health) 0.000 08/15/03 08/15/98(b) 18,941
10 NYS Medcare (Mental Health) 0.000 02/15/03 08/15/98(b) 6,550
85 NYS Medcare (Mental Health) 6.850 08/15/00 -- 92,101
50 NYS Medcare (Mental Health) 7.150 08/15/03 08/15/99(b) 54,013
40 NYS Medcare (Mental Health) 7.200 02/15/04 08/15/99(b) 43,550
45 NYS Medcare (Mental Health) 7.400 08/15/00 -- 49,775
25 NYS Medcare (Mental Health) 7.400 02/15/02 02/15/00(b) 27,754
15 NYS Medcare (Mental Health) 7.500 08/15/07 02/15/01(b) 16,705
400 NYS Medcare (Mental Health) 7.625 02/15/07 08/15/99(b) 441,992
105 NYS Medcare (Mental Health) 7.750 08/15/10 02/15/00(b) 113,614
3,000 NYS Medcare (Mental Health) 8.250 02/15/99 02/15/97(b) 3,219,990
10 NYS Medcare (Mental Health) 8.875 08/15/07 08/15/97(b) 10,688
820 NYS Medcare (Nassau/Maimonides) 9.375 01/15/03 07/15/96(b) 822,993
1,820 NYS Medcare (Nassau/Maimonides) 9.600 01/15/23 07/15/96(b) 1,827,844
50 NYS Medcare (North Shore) 7.125 11/01/08 08/15/01(b) 53,121
1,945 NYS Medcare (Nyack) 8.200 11/01/04 11/01/98(b) 2,121,937
5,515 NYS Medcare (Nyack) 8.300 11/01/13 11/01/98(b) 6,050,948
10 NYS Medcare (N. General) 7.000 02/15/98 -- 10,427
275 NYS Medcare (N. General) 7.100 02/15/99 -- 294,275
25 NYS Medcare (N. General) 7.150 08/15/01 -- 27,168
100 NYS Medcare (N. General) 7.200 02/15/03 02/15/99(b) 107,430
940 NYS Medcare (N. General) 7.350 08/15/09 02/15/99(b) 1,004,597
40 NYS Medcare (Secured Hospital) 7.000 02/15/07 02/15/99(b) 41,652
25 NYS Medcare (Secured Hospital) 7.150 02/15/03 08/15/01(b) 27,073
715 NYS Medcare (Wychoff) 6.850 02/15/00 -- 754,790
80 NYS Medcare (Wychoff) 6.850 08/15/00 -- 84,634
250 NYS Medcare (Wychoff) 6.950 02/15/01 -- 265,803
80 NYS Medcare (Wychoff) 6.950 08/15/01 -- 85,478
250 NYS Thruway 0.000 01/01/05 -- 151,433
385 NYS Thruway 0.000 01/01/06 -- 220,043
2,000 NYS Thruway 0.000 01/01/02 -- 1,450,600
530 NYS Thruway 0.000 01/01/01 -- 408,105
5,310 NYS Thruway 0.000 01/01/00 -- 4,319,685
5,440 NYS Thruway 0.000 01/01/98 -- 4,925,104
10 NYS UDC 6.600 01/01/11 01/01/01(b) 10,100
25 NYS UDC (Correctional Facilities) 0.000 01/01/03 -- 17,072
6,360 NYS UDC (Correctional Facilities) 0.000 01/01/08 -- 3,378,178
250 NYS UDC (Correctional Facilities) 6.700 01/01/99 -- 264,415
605 NYS UDC (Correctional Facilities) 9.375 09/01/99 09/01/97(b) 613,591
100 NYS UDC (Ctr. of Indust. Innovation) 7.000 01/01/06 01/01/97(b) 102,100
25 NYS UDC (Ctr. of Indust. Innovation) 7.000 01/01/13 01/01/97(b) 25,525
1,000 NYS UDC (OCC) 7.875 01/01/20 01/01/01(a) 1,179,600
50 NYS UDC (South Mall) 0.000 01/01/05 06/24/04(c) 31,162
120 NYS UDC (South Mall) 0.000 01/01/05 06/24/04(c) 72,211
35 NYS UDC (South Mall) 0.000 01/01/03 -- 24,162
20 NYS (SONYMA) Mortgage, 1 0.000 10/01/14 04/01/96(b) 3,553
125 NYS (SONYMA) Mortgage, 1 0.000 10/01/98 04/01/96(b) 99,198
120 NYS (SONYMA) Mortgage, 10-A 7.800 10/01/03 04/01/98(b) 129,377
</TABLE>
55
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 25 NYS (SONYMA) Mortgage, 10-A 8.000% 10/01/08 04/01/98(b) $ 26,258
15 NYS (SONYMA) Mortgage, 11 6.875 04/01/16 10/01/98(b) 15,518
100 NYS (SONYMA) Mortgage, 12 0.000 10/01/00 10/01/97(b) 74,366
60 NYS (SONYMA) Mortgage, 12 0.000 10/01/99 10/01/97(b) 47,759
30 NYS (SONYMA) Mortgage, 12 0.000 04/01/99 10/01/97(b) 25,589
15 NYS (SONYMA) Mortgage, 12 6.800 10/01/97 -- 15,590
25 NYS (SONYMA) Mortgage, 12 6.800 04/01/97 -- 25,695
840 NYS (SONYMA) Mortgage, 2 0.000 10/01/14 04/01/96(b) 144,472
50 NYS (SONYMA) Mortgage, 44 7.000 10/01/07 11/01/06(b) 53,937
25 NYS (SONYMA) Mortgage, 5 0.000 10/01/99 -- 17,898
30 NYS (SONYMA) Mortgage, 5 0.000 04/01/99 -- 22,454
95 NYS (SONYMA) Mortgage, 5 8.700 10/01/96 -- 96,900
40 NYS (SONYMA) Mortgage, 5 8.900 04/01/97 04/01/96(b) 41,200
20 NYS (SONYMA) Mortgage, 5 8.900 10/01/97 04/01/96(b) 20,400
165 NYS (SONYMA) Mortgage, 5 9.100 10/01/98 04/01/96(b) 168,300
30 NYS (SONYMA) Mortgage, 5 9.100 04/01/98 04/01/96(b) 30,750
10 NYS (SONYMA) Mortgage, 5 9.750 10/01/10 04/01/96(b) 10,250
205 NYS (SONYMA) Mortgage, 6 0.000(+)04/01/10 04/01/01(b) 199,791
10 NYS (SONYMA) Mortgage, 6 0.000 10/01/98 -- 7,971
5 NYS (SONYMA) Mortgage, 6 0.000 04/01/98 -- 4,162
5 NYS (SONYMA) Mortgage, 6 0.000 04/01/99 -- 3,813
40 NYS (SONYMA) Mortgage, 6 8.200 10/01/96 -- 40,800
15 NYS (SONYMA) Mortgage, 6 8.200 04/01/96 -- 15,150
25 NYS (SONYMA) Mortgage, 6 8.400 04/01/97 -- 25,500
30 NYS (SONYMA) Mortgage, 6 8.400 10/01/97 04/01/96(b) 31,200
55 NYS (SONYMA) Mortgage, 7 0.000 10/01/99 -- 40,745
35 NYS (SONYMA) Mortgage, 7 0.000 10/01/98 -- 28,271
75 NYS (SONYMA) Mortgage, 7 0.000(+)10/01/14 04/01/98(b) 63,310
50 NYS (SONYMA) Mortgage, 7 7.700 04/01/96 -- 50,293
1 NYS (SONYMA) Mortgage, 7 8.500 10/01/04 10/01/96(b) 1,030
330 NYS (SONYMA) Mortgage, 7 8.625 04/01/11 10/01/96(b) 337,890
30 NYS (SONYMA) Mortgage, 8-A 0.000 10/01/00 10/01/98(b) 22,523
60 NYS (SONYMA) Mortgage, 8-A 0.000 10/01/01 10/01/98(b) 41,839
25 NYS (SONYMA) Mortgage, 8-A 0.000 04/01/02 10/01/98(b) 16,882
20 NYS (SONYMA) Mortgage, 8-A 0.000 10/01/98 -- 17,353
70 NYS (SONYMA) Mortgage, 8-A 0.000 10/01/02 10/01/98(b) 45,610
85 NYS (SONYMA) Mortgage, 8-A 0.000 04/01/01 10/01/98(b) 61,316
50 NYS (SONYMA) Mortgage, 8-B 7.200 04/01/99 -- 52,502
50 NYS (SONYMA) Mortgage, 8-C 6.900 04/01/96 -- 50,308
25 NYS (SONYMA) Mortgage, 8-C 7.500 04/01/99 10/01/97(b) 26,585
40 NYS (SONYMA) Mortgage, 8-C 7.900 10/01/01 10/01/97(b) 42,838
85 NYS (SONYMA) Mortgage, 8-C 8.300 10/01/06 10/01/97(b) 88,934
25 NYS (SONYMA) Mortgage, 8-D 7.700 10/01/99 01/04/98(b) 26,985
100 NYS (SONYMA) Mortgage, 8-D 8.200 10/01/06 01/04/98(b) 104,725
25 NYS (SONYMA) Mortgage, 8-E 6.750 04/01/96 -- 25,129
80 NYS (SONYMA) Mortgage, 8-E 8.100 10/01/17 04/01/98(b) 83,760
40 NYS (SONYMA) Mortgage, 8-F 7.200 10/01/00 07/01/98(b) 43,213
20 NYS (SONYMA) Mortgage, 8-F 7.800 10/01/06 07/01/98(b) 20,947
100 NYS (SONYMA) Mortgage, 9-A 6.700 10/01/98 10/01/96(b) 103,587
25 NYS (SONYMA) Mortgage, 9-A 6.900 04/01/00 10/01/96(b) 25,652
20 NYS (SONYMA) Mortgage, 9-A 7.000 04/01/01 10/01/96(b) 20,761
100 NYS (SONYMA) Mortgage, 9-A 7.250 10/01/06 10/01/96(b) 103,374
145 NYS (SONYMA) Mortgage, 9-B 8.000 10/01/02 07/01/97(b) 153,947
230 NYS (SONYMA) Mortgage, 9-B 8.125 10/01/07 07/01/97(b) 244,396
6,055 NYS (SONYMA) Mortgage, 9-B 8.300 10/01/17 07/01/97(b) 6,326,870
90 NYS (SONYMA) Mortgage, 9-C 8.400 10/01/02 10/01/97(b) 94,541
</TABLE>
56
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 185 NYS (SONYMA) Mortgage, 9-C 8.700% 10/01/07 10/01/97(b) $ 199,574
5 NYS (SONYMA) Mortgage, 9-C 8.800 10/01/17 10/01/97(b) 5,402
35 NYS (SONYMA) Mortgage, 9-E 7.375 10/01/98 -- 37,694
440 NYS (SONYMA) Mortgage, 9-E 8.000 10/01/03 04/01/98(b) 462,229
70 NYS (SONYMA) Mortgage, AA 7.700 04/01/99 -- 74,311
95 NYS (SONYMA) Mortgage, BB-2 7.125 10/01/98 07/25/97(c) 100,929
210 NYS (SONYMA) Mortgage, BB-2 7.850 10/01/08 10/01/97(b) 222,489
12,570 NYS (SONYMA) Mortgage, BB-2 7.950 10/01/15 10/01/97(b) 13,270,903
40 NYS (SONYMA) Mortgage, EE-1 8.000 10/01/10 04/14/99(b) 42,068
1,425 NYS (SONYMA) Mortgage, EE-1 8.050 04/01/16 04/14/99(b) 1,528,156
45 NYS (SONYMA) Mortgage, EE-2 7.050 10/01/00 08/25/98(c) 49,505
275 NYS (SONYMA) Mortgage, EE-3 7.125 10/01/00 08/25/98(c) 291,090
100 NYS (SONYMA) Mortgage, EE-4 7.800 10/01/13 10/01/00(b) 105,574
25 NYS (SONYMA) Mortgage, FF 7.000 04/01/97 -- 25,756
50 NYS (SONYMA) Mortgage, FF 7.100 10/01/98 -- 53,100
4,875 NYS (SONYMA) Mortgage, FF 7.950 10/01/14 10/01/97(b) 5,198,408
1,055 NYS (SONYMA) Mortgage, GG 8.125 04/01/20 10/01/97(b) 1,099,795
55 NYS (SONYMA) Mortgage, HH-2 7.700 10/01/09 10/01/99(b) 58,006
130 NYS (SONYMA) Mortgage, HH-3 7.875 10/01/09 06/07/00(b) 140,607
120 NYS (SONYMA) Mortgage, II 0.000 10/01/07 04/01/99(b) 50,480
40 NYS (SONYMA) Mortgage, II 0.000 10/01/06 04/01/99(b) 19,086
50 NYS (SONYMA) Mortgage, II 0.000 04/01/07 04/01/99(b) 21,665
45 NYS (SONYMA) Mortgage, II 0.000 10/01/05 04/01/99(b) 22,918
175 NYS (SONYMA) Mortgage, II 0.000 04/01/09 04/01/99(b) 65,492
75 NYS (SONYMA) Mortgage, II 0.000 04/01/05 04/01/99(b) 40,135
300 NYS (SONYMA) Mortgage, II 0.000 10/01/09 04/01/99(b) 112,530
520 NYS (SONYMA) Mortgage, II 0.000 10/01/08 04/01/99(b) 210,803
125 NYS (SONYMA) Mortgage, JJ 0.000 04/01/01 -- 93,413
10 NYS (SONYMA) Mortgage, JJ 0.000 10/01/00 -- 7,508
145 NYS (SONYMA) Mortgage, JJ 0.000 04/01/05 10/01/99(b) 81,045
180 NYS (SONYMA) Mortgage, JJ 0.000 04/01/03 10/01/99(b) 116,127
170 NYS (SONYMA) Mortgage, JJ 0.000 10/01/05 10/01/99(b) 90,918
50 NYS (SONYMA) Mortgage, JJ 0.000 10/01/08 10/01/99(b) 21,387
75 NYS (SONYMA) Mortgage, JJ 0.000 10/01/01 -- 54,500
35 NYS (SONYMA) Mortgage, JJ 0.000 10/01/03 10/01/99(b) 21,651
200 NYS (SONYMA) Mortgage, JJ 0.000 04/01/07 10/01/99(b) 90,494
10 NYS (SONYMA) Mortgage, JJ 0.000 10/01/04 10/01/99(b) 5,514
100 NYS (SONYMA) Mortgage, JJ 0.000 04/01/02 -- 71,710
75 NYS (SONYMA) Mortgage, JJ 0.000 04/01/00 -- 58,511
60 NYS (SONYMA) Mortgage, JJ 0.000 04/01/06 10/01/99(b) 29,321
255 NYS (SONYMA) Mortgage, JJ 0.000 10/01/06 10/01/99(b) 126,965
20 NYS (SONYMA) Mortgage, KK 7.050 10/01/99 02/07/98(c) 21,648
100 NYS (SONYMA) Mortgage, MM-1 7.100 10/01/97 -- 104,349
30 NYS (SONYMA) Mortgage, MM-1 7.200 10/01/98 -- 32,050
100 NYS (SONYMA) Mortgage, MM-1 7.700 10/01/04 02/04/01(b) 114,382
50 NYS (SONYMA) Mortgage, MM-1 7.750 04/01/02 02/04/01(b) 57,059
10 NYS (SONYMA) Mortgage, MM-2 7.550 04/01/02 10/01/00(b) 11,336
25 NYS (SONYMA) Mortgage, NN 7.100 04/01/00 01/01/00(b) 27,648
30 NYS (SONYMA) Mortgage, QQ 7.700 10/01/12 04/01/00(b) 32,003
25 NYS (SONYMA) Mortgage, RR 7.700 10/01/10 10/01/00(b) 26,346
25 NYS (SONYMA) Mortgage, TT 6.850 10/01/01 -- 27,705
20 NYS (SONYMA) Mortgage, TT 6.950 04/01/02 -- 21,209
25 NYS (SONYMA) Mortgage, TT 7.200 10/01/05 04/01/03(b) 26,799
25 NYS (SONYMA) Mortgage, UU 6.850 10/01/99 -- 26,978
75 NYS (SONYMA) Mortgage, UU 6.950 04/01/00 -- 82,244
50 NYS (SONYMA) Mortgage, VV 6.300 04/01/97 -- 51,150
</TABLE>
57
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 5 NYS (SONYMA) Mortgage, VV 6.400% 04/01/98 -- $ 5,202
40 NYS (SONYMA) Mortgage, VV 6.600 04/01/00 -- 43,407
25 NYS (SONYMA) Mortgage, VV 6.800 10/01/02 -- 28,111
60 NYS (SONYMA) Mortgage, VV 6.900 04/01/03 -- 68,696
50 NYS (SONYMA) Mortgage, VV 7.000 04/01/04 10/01/03(b) 52,899
545 NYS (SONYMA) Mortgage, VV 7.250 10/01/07 10/01/01(b) 578,915
20 Oneida Healthcare Corp. 7.100 08/01/11 08/01/01(b) 23,081
25 Oneida IDA (Metlife Insurance) 7.250 12/01/97 06/01/96(b) 25,375
18,500 Onondaga Res Rec 6.625 05/01/00 06/19/98(c) 19,234,080
8,260 Onondaga Res Rec 6.875 05/01/06 01/12/04(c) 8,558,103
750 Orleans IDA (Anchor Bank) 7.500 12/01/96 06/01/96(b) 752,093
1,805 Oswego County (Res Rec) 6.500 06/01/04 05/23/03(c) 1,960,735
50 Port Authority NY/NJ 7.700 09/01/05 05/01/96(b) 51,979
225 Port Authority NY/NJ 7.750 12/01/04 02/01/96(b) 230,182
20 Portchester Community Devel. 8.100 08/01/10 10/16/04(c) 23,797
3,106 Puerto Rico Aqueduct & Sewer 7.250 03/21/00 05/04/98(c) 3,198,449
20 Puerto Rico Electric 7.000 07/01/07 07/01/02(b) 21,917
45 Puerto Rico HFC 0.000 04/15/08 09/15/98(b) 19,694
25 Puerto Rico HFC 0.000 10/15/04 09/15/98(b) 14,492
5 Puerto Rico HFC 6.700 04/01/97 -- 5,132
45 Puerto Rico HFC 6.800 10/01/99 -- 48,103
15 Puerto Rico HFC 6.900 04/15/98 -- 15,752
20 Puerto Rico HFC 7.000 04/15/99 -- 21,406
40 Puerto Rico HFC 7.000 04/01/00 -- 43,406
10 Puerto Rico HFC 7.100 04/01/02 04/01/00(b) 10,969
15 Puerto Rico HFC 7.100 10/15/00 10/01/98(b) 16,154
65 Puerto Rico HFC 7.300 04/01/06 04/01/00(b) 69,869
30 Puerto Rico HFC 7.400 04/01/07 04/01/00(b) 33,012
20 Puerto Rico HFC 7.450 10/15/09 09/27/00(b) 21,876
60 Puerto Rico HFC 7.500 10/01/15 04/01/02(b) 65,457
250 Puerto Rico HFC 8.250 06/01/11 06/01/97(b) 253,520
790 Puerto Rico IME (Amer. Cyanamid) 8.750 05/01/13 05/01/96(b) 808,849
10 Puerto Rico IME (Baxter Travenol) 8.000 09/01/12 09/01/98(b) 11,085
1,770 Puerto Rico IME (C.R. Bard) 11.750 07/01/01 07/01/96(b) 1,835,614
15 Puerto Rico IME (Dr. Pila Hospital) 7.700 08/01/08 08/01/98(a) 16,559
1,050 Puerto Rico IME (Dr. Pila Hospital) 7.850 08/01/28 08/01/98(a) 1,167,380
605 Puerto Rico IME (Squibb) 6.500 07/01/04 12/13/00(c) 609,538
65 Puerto Rico PCR 8.000 01/01/03 07/01/96(b) 66,300
140 Puerto Rico Port Auth. 7.300 07/01/07 07/01/96(b) 142,800
20 Puerto Rico Urban Renewal 0.000 10/01/97 -- 18,208
105 Puerto Rico Urban Renewal 7.875 10/01/04 10/01/99(b) 116,304
35 Radisson Senior Citizens Hsg. 12.000 11/01/11 11/01/97(b) 40,001
50 Rensselaer Hsg. Auth. (Renwyck) 7.650 01/01/11 01/01/03(b) 57,698
25 Riverhead Hsg. Devel. 8.250 08/01/10 08/01/96(b) 26,250
3,275 Rochester Hsg. Auth. (Crossroads) 7.300 07/01/05 07/14/01(c) 3,609,967
95 Rochester Hsg. Auth. (Stonewood) 5.900 09/01/09 02/04/04(c) 95,739
855 Rockland IDA (DC) 7.000 03/01/03 01/10/00(c) 904,145
90 San Juan Puerto Rico GO 8.200 07/01/96 -- 90,900
50 San Juan Puerto Rico GO 8.200 07/01/96 -- 51,000
345 Saratoga IDA (ARC) 7.250 03/01/01 11/05/98(c) 354,950
250 Saratoga IDA (City Center) 10.000 10/01/08 10/01/99(b) 289,593
2,290 Saratoga IDA (Saratoga Sheraton) 6.750 12/31/07 02/12/02(c) 2,344,868
50 Schodack IDA (Hamilton Printing) 7.600 07/01/00 -- 57,580
50 Steuben IDA (Corning Glass) 7.625 07/01/99 07/01/96(b) 51,000
240 Steuben IDA (Corning Glass) 9.000 11/01/04 11/01/97(b) 244,800
20 St. Casimer's Elderly Hsg. 7.000 09/01/98 -- 20,500
</TABLE>
58
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 840 St. Casimer's Elderly Hsg. 7.375% 09/01/10 03/01/96(b) $ 879,010
30 St. Lawrence IDA (Res Rec) 8.250 01/01/02 01/01/99(b) 32,625
10 St. Lawrence IDA (Solid Waste) 7.600 01/01/97 -- 10,205
10 St. Lawrence IDA (Solid Waste) 8.300 01/01/99 -- 10,791
5 Suffolk County GO 6.000 09/15/97 -- 5,148
10 Suffolk County GO 6.400 02/01/00 -- 10,100
210 Suffolk IDA (ADP) 7.750 04/01/18 04/01/96(b) 215,775
195 Suffolk IDA (Fil-Coil) 8.000 12/01/05 12/29/01(c) 197,761
20 Suffolk IDA (Marbar) 8.150 03/01/04 03/01/96(b) 20,702
85 Suffolk IDA (OPWC) 7.000 11/01/02 02/23/00(c) 94,428
570 Suffolk IDA (Printing Assoc.) 7.438(v)01/01/01 12/28/98(c) 575,700
1,530 Suffolk IDA (Rimland Facilities) 6.563(v)12/01/04 05/04/01(c) 1,530,000
2,450 Sunnybrook Elderly Hsg. Corp. 11.250 12/01/14 04/01/96(b) 2,595,457
200 Syracuse IDA (Genesee St.) 6.388(v)12/01/98 07/16/97(c) 204,000
1,010 Syracuse IDA (Rockwest Center) 7.000 12/01/05 06/12/02(c) 1,015,010
505 Syracuse IDA (Rockwest Center) 7.250 06/01/03 04/18/00(c) 548,940
1,240 Syracuse IDA (St. Joseph's Hospital) 7.250 06/01/01 07/22/99(c) 1,332,318
195 Tomkins IDA (Kendall at Ithaca) 7.875 06/01/15 06/01/05(b) 200,920
415 Troy IDA (City of Troy) 7.000 03/15/96 -- 416,033
915 Troy IDA (City of Troy) 7.250 03/15/98 09/20/97(c) 940,519
1,055 Troy IDA (City of Troy) 7.500 03/15/00 09/20/99(c) 1,093,560
1,225 Troy IDA (City of Troy) 7.600 03/15/02 09/20/01(c) 1,261,934
90 Tupper Lake Housing Devel. 8.125 10/01/10 03/15/02(b) 94,500
1,010 Ulster County Res Rec 5.500 03/01/02 -- 1,015,686
1,080 Ulster County Res Rec 5.500 03/01/03 -- 1,078,639
1,190 Union Elderly Hsg. 10.000 04/01/13 04/01/96(b) 1,225,700
15 Union Elderly Hsg. 10.750 04/01/96 -- 15,300
5 Union Elderly Hsg. 11.000 04/01/00 04/01/96(b) 5,200
605 Union Hsg. (Methodist Homes) 6.800 11/01/04 05/29/01(c) 636,648
80 Union Hsg. (Methodist Homes) 7.700 04/01/96 -- 80,554
90 Union Hsg. (Methodist Homes) 7.800 04/01/97 -- 92,894
95 Union Hsg. (Methodist Homes) 7.900 04/01/98 -- 100,251
720 University of V. I. 6.500 10/01/99 04/26/98(c) 735,732
100 Utica GO 5.900 12/01/02 -- 107,090
580 Utica GO 6.000 01/15/06 -- 570,552
560 Utica GO 6.250 01/15/07 -- 559,093
15 Utica GO 7.900 01/15/05 01/15/96(a) 15,375
15 Utica GO 7.900 01/15/02 01/15/96(a) 15,375
5 Utica GO 7.900 01/15/00 01/15/96(a) 5,100
10 Utica Hsg. Corp. (Brookhaven) 0.000 07/01/99 -- 7,507
10 Utica Senior Citizen Hsg. 0.000 01/01/97 -- 9,237
35 Utica Senior Citizen Hsg. 0.000 01/01/98 -- 29,818
25 Utica Senior Citizen Hsg. 0.000 01/01/02 -- 15,473
100 Utica Senior Citizen Hsg. 0.000 01/01/99 -- 79,109
1,980 Utica Senior Citizen Hsg. 10.230 07/01/22 07/01/97(b) 2,189,964
15 Valley Health & Devel. 7.850 02/01/02 08/13/98(c) 17,732
1,975 V. I. Port Auth. (Marine Division) 7.400 11/01/99 11/01/96(b) 1,999,846
1,570 V. I. Port Auth. (Marine Division) 7.550 11/01/99 11/01/96(b) 1,590,018
1,580 V. I. Airport 7.875 10/01/97 04/18/97(c) 1,673,820
16,245 V. I. Airport 8.100 10/01/05 10/01/98(b) 17,586,837
15 V. I. HFA 7.550 06/01/03 12/01/98(b) 17,280
260 V. I. Highway 7.650 10/01/99 -- 288,998
990 V. I. Public Finance Auth. 6.500 10/01/99 05/03/98(c) 1,034,322
665 V. I. Public Finance Auth. 6.625 10/01/99 05/03/98(c) 697,578
1,500 V. I. Public Finance Auth. 6.800 10/01/00 -- 1,591,785
200 V. I. Public Finance Auth. 7.700 10/01/04 10/01/99(b) 221,074
</TABLE>
59
<PAGE>
Limited Term New York Municipal Fund
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Effective
Face Amount Maturity
(000) Omitted Description Coupon Maturity Date* Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
$ 2,455 V. I. Water & Power 7.200% 01/01/02 09/22/99(c) $ 2,599,182
4,200 V. I. Water & Power 7.400 07/01/11 07/01/01(b) 4,571,070
17,500 V. I. Water & Power 8.500 01/01/10 01/01/98(b) 19,265,925
830 V. I. (GO/HUGO) 7.750 10/01/06 10/01/01(b) 912,577
45 Wayne IDA (Hauser Machine) 7.700 12/01/09 -- 48,693
475 Westchester IDA (BAH) 7.250 12/01/09 12/15/04(c) 492,271
1,000 Westchester IDA (JBFS) 6.500 12/15/02 12/15/01(d) 1,045,990
30 Yonkers IDA (Waldbaum) 9.250 03/01/98 03/01/96(b) 30,720
-------------
Total municipal bond investments (cost $556,737,707) - 98.3% $ 573,913,437
Other assets and liabilities (net) - 1.7% 10,038,123
-------------
Net assets at market - 100.0% $ 583,951,560
=============
</TABLE>
* Call Date, Put Date or Average Life of Sinking Fund if applicable as
detailed:
(a) Date of prerefunded call.
(b) Optional call date; corresponds to the most conservative yield
calculation.
(c) Average life because of mandatory (sinking fund) principal payments
prior to maturity.
(d) Date of mandatory put.
(e) Date of conversion.
(v) Variable rate security that fluctuates as a percentage of prime rate.
(+) Security will convert to a fixed coupon at a date prior to maturity.
See accompanying notes to financial statements.
60
<PAGE>
<TABLE>
<CAPTION>
Limited Term New York Municipal Fund - December 31, 1995
====================================================================================================================================
Portfolio Abbreviations Industry Concentrations
The Fund had the following concentrations at December 31, 1995
To simplify the listings of the Limited Term New York (as a percentage of total investments):
Municipal Fund's holdings in the Portfolio of
Investments, we have abbreviated the descriptions of # of % of
many of the securities per the table below: Issuers Portfolio
------- -----------
<S> <C> <C> <C> <C>
ACLDD Adults and Children with Learning Resource Recovery, Pollution Control Revenue 9 20.9%
and Developmental Disabilities Municipal Tax Obligations (GO) 12 15.4%
ARC Association of Retarded Citizens Health Care 65 14.2%
BAH Beth Abraham Hospital Transportation 13 6.4%
BOCES Board of Cooperative Educational Housing, Single-Family 36 6.2%
Services Housing, Multi-Family 54 6.2%
CNR College of New Rochelle Government and Public Facilities 23 5.5%
COP Certificate of Participation Electric and Gas Utilities 10 5.5%
CSD Central School District NonProfit, Higher Education 19 5.4%
DC Dominican College Water and Telephone Utilities 8 4.7%
ECC Erie Community College NonProfit, Other 17 3.0%
E,E&T Ear, Eye and Throat Private Lease Revenue 13 1.9%
EPG Elmhurst Parking Garage Service Companies 16 1.8%
ERDA Energy Research and Manufacturing, Non-Durable Goods 6 1.7%
Development Authority Manufacturing, Durable Goods 21 1.2%
GO General Obligation ----------
HDC Housing Development Corporation Total 100.0%
HELP Homeless Economic Loan Program ==========
HFA Housing Finance Agency =======================================================================
HFC Housing Finance Corporation
H&N Hospital and Nursing Asset Composition Table
IDA Industrial Development Authority December 31, 1995 (Unaudited)
IME Industrial Medical and Environmental Percentage
JBFS Jewish Board of Family Services Rating of Investments
LILCO Long Island Lighting Corporation --------------------------
MTA Metropolitan Transit Authority AAA 3.2%
OCC Onondaga Convention Center AA 10.0%
OPWC Ocean Park Water Corporation A 44.8%
PCP Pooled Capital Program BBB 37.4%
PCR Pollution Control Revenue BB 0.7%
Res Rec Resource Recovery Facility B 0.0%
RSP Riverbank State Park CCC 0.0%
SONYMA State of New York Mortgage Agency CC 0.0%
SWMA Solid Waste Management Authority C 0.0%
UCP United Cerebral Palsy Not rated 3.9%
UDC Urban Development Corporation -----------
V.I. United States Virgin Islands Total 100.0%
WWH Wyandach/Wheatley Heights ===========
ALL bonds are current with their debt service requirements. All unrated
bonds are backed by mortgage liens and guarantees by the issuer. Bonds
which are backed by a letter of credit or by other financial
institutions or agencies may be assigned an investment grade rating by
the Investment Policy Committee of the Board of Trustees, which
reflects the quality of the guarantor, institution or agency. Unrated
bonds may also be assigned a rating when the issuer has rated bonds
outstanding with comparable credit characteristics, or when, in the
opinion of the Investment Policy Committee, the bond itself possesses
credit characteristics which allow for rating. The unrated bonds in the
portfolio are predominantly smaller issuers which have not applied for
a bond rating. Only those unrated bonds which subsequent to purchase
have not been designated investment grade are included in the "Not
Rated" category. For further information see "Credit Quality" in the
Prospectus.
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
Limited Term New York Municipal Fund
====================================================================================================================================
Statement of Assets and Liabilities - December 31, 1995
<S> <C> <C> <C>
Assets Represented by
Investments at market Paid in capital $576,865,610
(Cost $556,737,707) $573,913,437 Undistributed net investment income 23,004
Cash and cash equivalents 9,343 Accumulated net realized loss on
Interest receivable 10,616,097 investment transactions (10,112,784)
Receivable for capital Net unrealized appreciation
shares sold 2,296,206 of investments 17,175,730
Receivable for -------------
investments sold 3,747,531 Total - Representing net assets
Organizational costs 7,083 applicable to capital shares outstanding $583,951,560
Other assets 39,801 =============
-------------
Total assets 590,629,498 Computation of net asset value and offering price
------------- Class A Shares:
Net asset value and redemption price per share
Liabilities ($567,536,530 divided by 173,104,221 shares) $3.28
Payable for investments purchased 64,918 =============
Payable for capital shares
repurchased 1,827,949 Offering price per share (100/98 of $3.28)* $3.35
Demand note payable to Bank =============
(Interest rate 6.50% at 12/31/95) 4,660,000 Class B Shares:
Net asset value, redemption price and offering price per
Other liabilities 125,071 share ($16,415,030 divided by 4,999,577 shares)+ $3.28
------------- =============
Total liabilities 6,677,938
-------------
Net Assets $583,951,560 * On single retail sales of less than $100,000. On sales of $100,000
============= or more and on group sales the offering price is reduced.
+ Redemption price per share is equal to net asset value less any
applicable contingent deferred sales charge.
</TABLE>
================================================================================
Statement of Operations
Year Ended December 31, 1995
Investment Income:
Interest $ 33,382,364
------------
Expenses:
Management fees 2,282,690
Distribution fees - Class A 1,303,084
Distribution fees - Class B 41,927
Shareholder servicing agent fees - Class A 288,420
Shareholder servicing agent fees - Class B 3,858
Accounting and auditing 186,954
Shareholder communications 87,460
Custodian fees 72,055
Trustees' fees 34,850
Registration fees 32,219
Legal fees 27,757
Organizational expense 10,000
Miscellaneous 39,965
Interest 339,342
------------
Total expenses 4,750,581
Expenses paid indirectly (Note 4) (46,771)
------------
Net expenses 4,703,810
------------
Net investment income 28,678,554
------------
Realized and unrealized
gain (loss) on investments:
Net realized loss on investments (2,258,016)
Net increase in unrealized
appreciation of investments 22,706,855
------------
Net gain on investments 20,448,839
------------
Net increase in net assets
resulting from operations $ 49,127,393
============
================================================================================
Statement of Changes in Net Assets
Year Ended December 31, 1995 1994
---- ----
Increase in net assets -
Operations:
Net investment income $ 28,678,554 $ 25,050,473
Net realized loss
from security transactions (2,258,016) (7,321,925)
Increase (decrease) in unrealized
appreciation 22,706,855 (20,760,177)
------------- -------------
Increase (decrease) in net assets
resulting from operations 49,127,393 (3,031,629)
------------- -------------
Distributions to shareholders from:
Net investment income - Class A (28,615,850) (24,794,117)
Net investment income - Class B (276,083) --
------------- -------------
Total distributions to shareholders (28,891,933) (24,794,117)
------------- -------------
Fund share transactions:
Increase in net assets derived from
Fund share transactions (Note 5) 67,264,518 66,416,986
------------- -------------
Increase in net assets 87,499,978 38,591,240
Net assets:
Beginning of year 496,451,582 457,860,342
------------- -------------
End of year (including undistributed
net investment income of $23,004 -
1995 and $236,382 - 1994) $ 583,951,560 $ 496,451,582
============= =============
See accompanying notes to financial statements.
62
<PAGE>
Limited Term New York Municipal Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class A Class B
-------------------------------------------------------------------------------------
Period ended Period ended
Year ended December 31, December 31, December 31,
1995 1994 1993 1992 1991(a) 1995(b)
-------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $3.15 $3.33 $3.18 $3.07 $3.00 $3.21
-------- -------- -------- -------- ------- -------
Income from investment operations:
Net investment income 0.18 0.16 0.17 0.18(e) 0.05 0.11
Net realized and unrealized gain
(loss) on investments 0.13 (0.18) 0.15 0.11 0.07 0.07
-------- -------- -------- -------- ------- -------
Total from investment operations 0.31 (0.02) 0.32 0.29 0.12 0.18
-------- -------- -------- -------- ------- -------
Less distributions to shareholders from:
Net investment income (0.18) (0.16) (0.17) (0.18) (0.05) (0.11)
-------- -------- -------- -------- ------- -------
Total distributions (0.18) (0.16) (0.17) (0.18) (0.05) (0.11)
-------- -------- -------- -------- ------- -------
Net asset value, end of period $3.28 $3.15 $3.33 $3.18 $3.07 $3.28
======== ======== ======== ======== ======= =======
Total return (excludes sales load) 10.01% (0.60%) 10.06% 9.45% 17.47%(d) 8.48%(d)
Ratios/supplemental data:
Net assets, end of period
(000 omitted) $567,537 $496,452 $457,860 $150,096 $18,659 $16,415
Ratio of total expenses to
average net assets 0.90%(f) 0.89% 0.89% 0.83%(e) 0.83%(d) .90%(d)(f)
Ratio of total expenses (excluding
interest) to average net assets (c) 0.84%(f) 0.84% 0.86% 0.78%(e) 0.74%(d) .85%(d)(f)
Ratio of net investment income to
average net assets 5.44% 5.12% 4.94% 5.33%(e) 5.22%(d) 5.21%(d)
Portfolio turnover rate 22.34% 34.58% 17.08% 59.87% 1.42% 22.34%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The Fund commenced operations on September 18, 1991.
(b) For the period from May 1, 1995 (inception of offering) to December 31,
1995.
(c) During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated by bonds
purchased with borrowed funds.
(d) Annualized.
(e) Net of fees waived or reimbursed by Fielding Management Company, Inc., the
Fund's previous investment adviser, and Rochester Fund Services, Inc.,
which amounted to $0.01 per share. Without reimbursement, the ratios would
have been 1.14%, 1.09%, and 5.02%, respectively.
(f) Effective in 1995, the ratios do not include reductions from custodian fee
offset arrangements. The 1995 ratio of total expenses and the ratio of
total expenses (excluding interest) to average net assets are 0.89% and
0.83%, respectively, for Class A Shares and 0.89% and 0.84%, respectively,
for Class B Shares after including this reduction. See Note 4.
63
<PAGE>
Limited Term New York Municipal Fund
Notes to Financial Statements
December 31, 1995
Note 1. Significant Accounting Policies:
The Limited Term New York Municipal Fund (the "Fund") is a series of Rochester
Portfolio Series which is registered under the Investment Company Act of 1940,
as amended, as a non-diversified, open-end management investment company. The
investment objective of the Fund is to provide shareholders with as high a level
of income exempt from federal, New York State and New York City personal income
taxes as is consistent with its investment policies and prudent investment
management. The Fund intends to invest primarily in a portfolio of investment
grade obligations with a dollar weighted average effective maturity of five
years or less.
The Fund offers both Class A and Class B Shares. Class A Shares are sold with a
front-end sales charge. Class B Shares may be subject to a contingent deferred
sales charge. Both classes of shares have identical rights to earnings, assets
and voting privileges, except that each class has its own distribution 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 in the preparation of its financial statements:
Security valuation and transactions. Investments are valued at market value
using information available from an approved pricing service, quotations from
bond dealers, market transactions in comparable securities, and various
relationships between securities. Security transactions are accounted for on the
trade date. Cost is determined and realized gains and losses are based upon the
specific identification method for both financial statement and federal income
tax purposes. Interest income is recorded on the accrual basis. In computing net
investment income, the Fund amortizes premiums and accretes original issue
discount. For municipal bonds purchased after April 30, 1993 and subsequently
sold at a gain, market discount is accreted at the time of sale (to the extent
of the lesser of the accrued market discount or the disposition gain) and is
treated as taxable income, rather than capital gain.
Securities purchased on a when issued basis. The Fund may purchase portfolio
securities on a when issued or delayed delivery basis. These securities have
been registered by a municipality or government agency, but have not been issued
to the public. The Fund may contract to purchase these securities in advance of
issuance. Delivery of the security and payment therefor may take place a month
or more after the date of the transaction. At the time of purchase, the Fund
sets aside sufficient investment securities as collateral to meet such purchase
commitments. Such securities are subject to market fluctuations during this
period. The current value of these securities is determined in the same manner
as for other portfolio securities.
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.
Distributions to shareholders. Income distributions are declared and recorded
separately for Class A and Class B Shares each day based on the projected net
investment income for a period, usually one month, calculated as if earned pro
rata throughout the period on a daily basis. Such distributions are paid
monthly. Capital gain distributions, if any, are recorded on the ex-dividend
date and paid annually. The amount and character of income and gains to be
distributed are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. These differences include
the treatment of wash sales. Reclassifications are made to the Fund's capital
accounts to reflect income and gains available for distribution (or available
capital loss carryovers) under income tax regulations.
Federal income taxes. During any particular year, the Fund is required to
distribute certain minimum amounts of net realized capital gains and net
investment income in order to avoid a federal income or excise tax. It is the
Fund's intention to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable and tax-exempt income to shareholders. Therefore, the Fund is not
required to record a liability for either federal income or excise tax.
Deferred organizational expenses. The Fund was organized under the laws of
Massachusetts in September, 1991. Deferred organizational expenses in the amount
of $50,000 are being amortized on a straight-line basis over a five year period
ending September, 1996.
64
<PAGE>
Concentration in New York issuers. There are certain risks arising from
geographic concentration in any state. Certain revenue or tax related events in
a state may impair the ability of certain issuers of municipal securities to pay
principal and interest on their obligations.
Other. The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
Note 2. Management Fee and Other Transactions with Affiliated Parties:
Ronald H. Fielding, President and a trustee of the Fund, is also an officer,
director and controlling shareholder of Rochester Fund Distributors, Inc.
("RFD"), the Fund's principal underwriter and an officer, director and
controlling shareholder of Rochester Fund Services, Inc. ("RFS"), the Fund's
shareholder servicing, accounting and pricing agent. The Fund's investment
adviser is Rochester Capital Advisors, L.P. ("RCA, L.P."). RCA, L.P. is managed
by Rochester Capital Advisors, Inc. ("RCA"), which serves as the general partner
of RCA, L.P. Mr. Fielding is President, director and controlling shareholder of
RCA. See Note 6.
The management fee payable to RCA, L.P. is based on an annual rate of .50% of
average daily net assets up to $100 million, .45% of average daily net assets on
the next $150 million, .40% of average daily net assets in excess of $250
million but less than $2 billion, and .39% of average daily net assets in excess
of $2 billion. For the year ended December 31, 1995, RCA, L.P. received fees of
$2,282,690 for management and investment advisory services.
The Fund has adopted a distribution plan with respect to its Class A Shares (the
"Class A Plan") pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
amended, which permits the Fund to pay up to .25% per annum of its relative net
assets attributable to Class A Shares as a service fee in connection with the
maintenance of shareholder accounts. For the year ended December 31, 1995, the
Fund paid distribution fees on the Class A Plan of $1,303,084 to RFD. From this
amount, RFD made service fee payments of $1,177,599 to broker dealers and
financial institutions.
The Fund has adopted a separate distribution plan with respect to its Class B
Shares (the "Class B Plan") pursuant to Rule 12b-1 of the Investment Company Act
of 1940, as amended, which permits the Fund to pay an asset based sales charge
of up to .75% per annum of its relative net assets attributable to Class B
Shares for certain sales related distribution expenses and a service fee of up
to .25% per annum of relative net assets attributable to Class B Shares for
expenses incurred in connection with the maintenance of shareholder accounts.
Currently, the Board of Trustees has limited the payment of the asset based
sales charge to .50% per annum of relative net assets. For the year ended
December 31, 1995, the Fund paid distribution fees on the Class B Plan of
$41,927 to RFD.
For the year ended December 31, 1995, RFD, acting as underwriter, received
$217,615 as its portion of the sales charge from the sale of Class A Shares of
the Fund. Class B Shares are sold without an initial sales charge; however, RFD
pays a sales commission of 2% (including a prepaid service fee of .25%) to
dealers who sell Class B Shares. A contingent deferred sales charge is imposed
on Class B Shares redemptions within four years of purchase. During 1995, RFD
received contingent deferred sales charges of $6,001 from redemptions of Class B
Shares.
The shareholder servicing agent fee charged by RFS to the Fund is based on an
annual maintenance fee of $24.12 for each Class A shareholder account and $26.02
for each Class B shareholder account. For the year ended December 31, 1995, RFS
received $288,420 and $3,858 in shareholder servicing agent fees for Class A and
Class B Shares, respectively. During 1995, the Fund was charged $161,850 by RFS
for pricing and accounting services.
Note 3. Portfolio Information:
Purchases at cost and proceeds from sales of investment securities for the year
ended December 31, 1995 were $173,641,785 and $116,500,489, respectively.
During 1995, 13.71% of interest income was derived from investments in U.S.
territories which are exempt from federal, all states and New York City income
taxes.
The aggregate gross unrealized appreciation, depreciation, and net unrealized
appreciation of investment securities based on cost of securities for federal
income tax purposes, were $17,402,013, $270,823 and $17,131,190, respectively.
The aggregate tax cost of investments owned as of December 31, 1995 was
$556,782,247.
65
<PAGE>
At December 31, 1995, capital loss carryovers available (to the extent provided
in regulations) to offset future realized gains were approximately as follows:
Year of Expiration Capital Loss Carryover
------------------ ----------------------
1999 $ 3,000
2000 167,000
2001 353,600
2002 7,294,000
2003 2,250,700
-----------
$10,068,300
===========
The availability of these loss carryovers may be limited in a given year but
will be used to the extent possible to offset any future realized gains.
Note 4. Bank Borrowings and Expense Offset Arrangements:
The Fund may borrow up to 10% of its total assets from a bank to purchase
portfolio securities, or for temporary and emergency purposes. The Fund has
entered into an agreement which enables it to participate with other funds
managed by RCA, L.P. or an affiliate of RCA, L.P., in an unsecured line of
credit with a bank which permits borrowings up to $70 million, collectively.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the New York Interbank Offer Rate (NIBOR) plus .75%. Borrowings are payable on
demand.
The Fund had borrowings of $4,660,000 outstanding at December 31, 1995. For the
year ended December 31, 1995, the average monthly loan balance was $4,344,747 at
a weighted average interest rate of 7.521%. The maximum amount of borrowings
outstanding at any month-end was $12,000,000.
The Fund's custodian bank has agreed to reduce its fees when the Fund maintains
cash on deposit in the non-interest bearing custody account. For the year ended
December 31, 1995, custodian fee offset arrangements reduced expenses by
$46,771.
Note 5. Shares of Beneficial Interest:
The Agreement and Declaration of Trust permits the Fund to issue an unlimited
number of shares of beneficial interest of each class, par value $.01 per share.
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
Class A:
Year ended December 31, 1995 1994
---- ----
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares sold 41,287,431 $ 133,924,167 51,295,766 $ 166,022,617
Shares issued on reinvestment
of distributions 5,901,142 19,071,036 5,032,266 16,164,567
Shares repurchased (31,589,856) (101,861,389) (36,116,865) (115,770,198)
------------- ------------- ------------- -------------
Net increase in
shares outstanding 15,598,717 $ 51,133,814 20,211,167 $ 66,416,986
============= ============= ============= =============
</TABLE>
- --------------------------------------------------------------------------------
66
<PAGE>
Class B: Period May 1-
December 31, 1995
-----------------
Shares Amount
------ ------
Shares sold 5,028,893 $ 16,226,929
Shares issued on reinvestment
of distributions 50,215 163,547
Shares repurchased (79,531) (259,772)
------------ ------------
Net increase
in shares outstanding 4,999,577 $ 16,130,704
============ ============
Note 6. Subsequent Event:
On January 4, 1996, RCA, L.P. (the Fund's investment adviser), RFD (the Fund's
principal underwriter) and RFS (the Fund's shareholder servicing, accounting and
pricing agent) consummated a transaction with OppenheimerFunds, Inc. ("OFI"),
which resulted in the sale to OFI of certain assets of RCA, L.P., RFD and RFS,
including the transfer of the investment advisory agreement and other contracts
with the Fund and the use of the name "The Rochester Funds". This transaction
received approval by the Fund's shareholders on December 20, 1995.
67
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Trustees of the Limited Term New York Municipal Fund
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Limited Term New York Municipal
Fund (the "Fund") at December 31, 1995, the results of its operations, the
changes in its net assets and the financial highlights for each of the periods
presented, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1995 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
January 30, 1996
68
<PAGE>
APPENDIX A
DESCRIPTION OF MUNICIPAL SECURITIES RATINGS
STANDARD & POOR'S RATING GROUP
A brief description of the applicable Standard & Poor's Corporation rating
symbols and their meanings (as published by Standard & Poor's Corporation)
follows:
A Standard & Poor's corporate or municipal debt rating is a current assessment
of the creditworthiness of an obligator with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.
The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer and
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangements under
the laws of bankruptcy and other laws affecting creditors' rights.
Long-Term Municipal Bonds
AAA Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small
degree.
A Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than bonds in higher rated categories.
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BBB Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for bonds
in higher rated categories.
BB-D Debt rated "BB", "B", "CCC" and "CC" is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the obligation. "BB"
indicates the lowest degree of speculation and "CC" the highest degree
of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties
or major risk exposures to adverse conditions. The "C" is reserved for
income bonds on which no interest is being paid. Debt rated "D" is in
default, and payment of interest and/or repayment of principal is in
arrears.
Plus (+) or minus (-): The ratings from "AA" to "BBB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings: The letter "P" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the bonds being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project, makes no comment on the likelihood of,
or the risk of default upon failure of, such completion. The investors should
exercise his own judgement with respect to such likelihood and risk.
Short-Term Tax-Exempt Notes
Standard & Poor's tax exempt note ratings are generally given to such notes that
mature in three years or less. The three rating categories are as follows:
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 interest.
SP-3 Speculative capacity to pay principal and interest.
Tax-Exempt Commercial Paper
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
165 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The four categories are as
follows:
A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further
refined with the designation 1,
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2, and 3 to indicate the relative degree of safety. These issues
determined to posses overwhelming safety characteristics are denoted
with a plus (+) sign designation.
A-1 This designation indicates that the degree of safety regarding timely
payment is very strong.
A-2 Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".
A-3 Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying
the higher designation.
B Issues rated "B" are regarded as having only an adequate capacity for
timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities.
C & D These ratings indicate that the issue is either in default or
expected to be in default upon maturity.
MOODY'S INVESTORS SERVICE, INC.
A brief description of the applicable Moody's Investors Service, Inc. rating
symbols and their meanings follow:
Long-Term Municipal Bonds
Aaa Bonds which are rated Aaa are 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 more unlikely to impair the fundamentally strong
position of such issues. With the occasional exception of oversupply in
a few specific instances, the safety of obligations of this class is so
absolute that their market value is affected solely by money market
fluctuations.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuations of protective elements may be of greater amplitude or
there may be other elements present which make the one-term risks
appear somewhat larger than the Aaa securities. These Aa bonds are high
grade, their market value virtually immune to all but money market
fluctuations.
A Bonds which are rated A possess many favorable investment attributes
and are to be considered as higher medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a
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susceptibility to A-rated bonds may be influenced to some degree by
credit circumstances during a sustained period of depressed business
conditions. During periods of normalcy, bonds of this quality
frequently move in parallel with Aaa and Aa obligations, with the
occasional exception of oversupply in a few specific instances.
Baa Bonds which are rated Baa are considered as lower medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments but certain protective elements may be
lacking or may be characteristically unreliable or over any great
length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well. The market value
of Baa-rated bonds is more sensitive to change in economic
circumstances, and aside from occasional speculative factors applying
to some bonds of this class, Baa market valuations move in parallel
with Aaa, Aa and A obligations during periods of economic normalcy,
except in instances of oversupply.
Ba-C Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often, the protection of
interest and principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class. Bonds which
are rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other
terms of the contract over any long period of time may be small. Bonds
which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest. Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings. Bonds which are rated C are the lowest rated
of bonds, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's bond rating symbols may contain numerical modifiers of a generic rating
classification. The modifier 1 indicates that the bond ranks at the high end of
its 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.
Con. Bonds for which the security depends upon the completion of some act or
the fulfillment of some conditions are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b)
earnings of projects unseasoned in operating experience, (c) rentals
which begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating denotes
probable credit status upon completion of construction or elimination
of basis of condition.
Short-Term Tax-Exempt Notes
The four ratings of Moody's for short-term notes are MIG 1, MIG 2, MIG 3, and
MIG 4; MIG 1 denotes "best quality, enjoying strong protection from established
cash flows"; MIG 2 denotes "high quality" with "ample margins of protection";
MIG 3 notes are of "favorable quality... but lacking the undeniable strength of
the preceding grades"; MIG 4 notes are of "adequate quality, carrying specific
risk but having protection...and not distinctly or predominantly speculative".
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Tax-Exempt Commercial Paper
Moody's commercial paper ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:
Issuers rated Prime 1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime 2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations.
Issuers rated Prime 3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime rating
categories.
FITCH INVESTORS SERVICE, INC.
A brief description of the applicable Fitch Investors Service rating symbols and
their meanings follow:
Long Term Municipal Bonds
AAA Bonds 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 Bonds considered to be investment grade and of very high quality. "The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bond rating "AAA".
A Bonds considered to be investment grade and of high quality. The obligor's
ability to pay interest and repay principal is considered to be strong, but may
be more vulnerable to adverse changes in economic conditions and circumstances
than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have an adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
BB-C BB bonds are considered speculative. The obligor's ability to pay interest
and repay principal
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may be affected over time by adverse economic changes, however, business and
financial alternatives can be identified which could assist the obligor in
satisfying debt service requirements. B bonds are considered highly speculative.
While debt service payments are currently being met, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety. CCC bonds have certain identifiable characteristics
which, if not remedied, may lead to default; CC bonds are minimally protected
and default in payment of interest and/or principal seems probable over time;
C bonds are in imminent default in payment of interest or principal.
DDD Bonds rated DDD, DD, D are in default on interest and/or principal
payments. Such bonds are extremely speculative. "DDD" represents the highest
probability for recovery on these bonds, "D" represents the lowest probability
for recovery
Plus (+) Minus(-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs are not used in the "AAA", "DDD", "DD", or "D" categories.
Conditional: A conditional rating is premised on the successful completion
of a project or the occurrence of a specific event.
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