OPPENHEIMER ENTERPRISE FUND
Supplement Dated October 18, 1996
To the Prospectus dated April 30, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page
3 is revised to read as follows: "($500,000 or more for purchases
by "Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 24)."
2. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of
Shares" on page 20 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000 for
purchases by "Retirement Plans," as defined in "Class A
Contingent Deferred Sales Charge" on page 24). If you
purchase Class A shares as part of an investment of at least
$1 million ($500,000 for Retirement Plans) in shares of one
or more Oppenheimer funds, you will not pay an initial sales
charge, but if you sell any of those shares within 18 months
of buying them, you may pay a contingent deferred sales
charge.
3. The first and second paragraphs in the section
captioned "Class A Contingent Deferred Sales Charge" on page 24
are revised to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan
(see "How to Buy Shares - Retirement Plans" in the Statement
of Additional Information for further details), an
employee's 403(b)(7) custodial plan account, SEP IRA,
SARSEP, or SIMPLE plan (all of these plans are collectively
referred to as "Retirement Plans"); that: (1) buys shares
costing $500,000 or more or (2) has, at the time of
purchase, 100 or more eligible participants, or (3)
certifies that it projects to have annual plan purchases of
$200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or
(2) by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those
purchases.
The Distributor pays dealers of record commissions on those
purchases in an amount equal to (i) 1.0% for non-Retirement
Plan accounts, and (ii) for Retirement Plan accounts, 1.0%
of the first $2.5 million, plus 0.50% of the next $2.5
million, plus 0.25% of purchases over $5 million. That
commission will be paid only on those purchases that were
not previously subject to a front-end sales charge and
dealer commission. No sales commission will be paid to the
dealer, broker or financial institution on sales of Class A
shares purchased with the redemption proceeds of shares of a
mutual fund offered as an investment option in a Retirement
Plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the
Distributor if the purchase occurs more than 30 days after
the addition of the Oppenheimer funds as an investment
option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 25
is deleted.
5. The seventh subparagraph under the section captioned
"Waivers of Class A Sales Charges - Waivers of Initial and
Contingent Deferred Sales Charges for Certain Purchasers" on page
24 is deleted and replaced with the following subparagraph:
(1) investment advisors and financial planners who
charge an advisory, consulting or other fee for their
services and buy shares for their own accounts or the
accounts of their clients, (2) Retirement Plans and
deferred compensation plans and trusts used to fund
those Plans (including, for example, plans qualified or
created under sections 401(a), 403(b) or 457 of the
Internal Revenue Code), and "rabbi trusts" that buy
shares for their own accounts, in each case if those
purchases are made through a broker or agent or other
financial intermediary that has made special
arrangements with the Distributor for those purchases;
and (3) clients of such investment advisors or
financial planners who buy shares for their own
accounts may also purchase shares without sales charge
but only if their accounts are linked to a master
account of their investment advisor or financial
planner on the books and records of the broker, agent
or financial intermediary with which the Distributor
has made such special arrangements (each of these
investors may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).
6. The section captioned "Waivers of Class A Sales Charges
- - Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions" on page 27 is revised to read as follows:
The Class A contingent deferred sales charge is also waived
if shares that would otherwise be subject to the contingent
deferred sales charge are redeemed in the following cases:
to make Automatic Withdrawal Plan payments that
are limited annually to no more than 12% of the
original account value;
involuntary redemptions of shares by operation of
law or involuntary redemptions of small accounts
(see "Shareholder Account Rules and Policies,"
below);
if, at the time a purchase order is placed for
Class A shares that would otherwise be subject to
the Class A contingent deferred sales charge, the
dealer agrees in writing to accept the dealer's
portion of the commission payable on the sale in
installments of 1/18th of the commission per month
( and no further commission will be payable if the
shares are redeemed within 18 months of purchase);
for distributions from a TRAC-2000 401(k) plan
sponsored by the Distributor due to the
termination of the TRAC-2000 program.
for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans
for any of the following purposes: (1) following
the death or disability (as defined in the
Internal Revenue Code) of the participant or
beneficiary (the death or disability must occur
after the participant's account was established);
(2) to return excess contributions; (3) to return
contributions made due to a mistake of fact; (4)
hardship withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (6) to meet
the minimum distribution requirements of the
Internal Revenue Code; (7) to establish
"substantially equal periodic payments" as
described in Section 72(t) of the Internal Revenue
Code; (8) for retirement distributions or loans to
participants or beneficiaries; (9) separation from
service; (10) participant-directed redemptions to
purchase shares of a mutual fund (other than a
fund managed by the Manager or its subsidiary)
offered as an investment option in a Retirement
Plan in which Oppenheimer funds are also offered
as investment options under a special arrangement
with the Distributor; or (11) plan termination or
"in-service distributions", if the redemption
proceeds are rolled over directly to an
OppenheimerFunds IRA.
October 18, 1996 PS0885.005
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OPPENHEIMER ENTERPRISE FUND
Supplement dated October 18, 1996
to the Statement of Additional Information dated April 30, 1996
The Statement of Additional Information is amended as
follows:
1. The section captioned "How To Buy Shares" on page 26 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent deferred sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including,
medical savings accounts, payroll deduction plans or similar
plans in which Class A shares are purchased by a fiduciary or
other person for the account of participants who are employees of
a single employer or of affiliated employers, if the Fund account
is registered in the name of the fiduciary or other person for
the benefit of participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0885.001
