OPPENHEIMER CAPITAL APPRECIATION FUND

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N-14/A 1 body.htm FORM N-14, PROXY STATEMENT, PART C, ACCELERATION REQUEST OPPENHEIMER CAPITAL APPRECIATION FUND

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As filed with the Securities and Exchange Commission on September 10, 2007 OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. 2 / X /

POST-EFFECTIVE AMENDMENT NO. __ / /

OPPENHEIMER CAPITAL APPRECIATION FUND
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Address of Principal Executive Offices)

303-768-3200
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Registrant's Area Code and Telephone Number)

Robert G. Zack, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10148
(212) 323-0250
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C, Class N and Class Y shares of Oppenheimer
Capital Appreciation Fund.

It is proposed that this filing will become effective on October 11, 2007 pursuant to rule 488.

No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended.

This Pre-Effective Amendment is being filed to correct an administrative error to appropriately add share class
identifiers for Oppenheimer Capital Appreciation Fund in the Edgar filing, and to update Parts A, B and C.

SIGNATURES

As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of
the registrant, in the City of New York and State of New York, on the 10th day of September, 2007.

Oppenheimer Capital Appreciation Fund

By: /s/ John V. Murphy*
---------------------------------------------
John V. Murphy, President,
Principal Executive Officer & Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures Title Date

/s/ Brian F. Wruble* Chairman of the
Brian F. Wruble Board of Trustees September 10, 2007

/s/ John V. Murphy* President, Principal
John V. Murphy Executive Officer and Trustee September 10, 2007

/s/ Brian W. Wixted* Treasurer, Principal September 10, 2007
Brian W. Wixted Financial & Accounting Officer

/s/ David K. Downes* Trustee September 10, 2007
David K. Downes

/s/ Matthew P. Fink* Trustee September 10, 2007
Matthew P. Fink

/s/ Robert G. Galli* Trustee September 10, 2007
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee September 10, 2007
Phillip A. Griffiths

/s/ Mary F. Miller* Trustee September 10, 2007
Mary F. Miller

/s/ Joel W. Motley* Trustee September 10, 2007
Joel W. Motley

/s/ Russell S. Reynolds, Jr.* Trustee September 10, 2007
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler* Trustee September 10, 2007
Joseph M. Wikler

/s/ Peter I. Wold* Trustee September 10, 2007
Peter I. Wold

*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact

                                            OPPENHEIMER ENTERPRISE FUND
                                 6803 South Tucson Way, Centennial, Colorado 80112
                                                  1.800.225.5677

                                     NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                          TO BE HELD ON NOVEMBER 30, 2007

To the Shareholders of Oppenheimer Enterprise Fund:

         Notice is hereby given that a Special Meeting of the Shareholders of Oppenheimer Enterprise Fund
("Enterprise Fund"), a registered open-end management investment company, will be held at 6803 South Tucson Way,
Centennial, Colorado 80112 at 1:00 p.m., Mountain time, on November 30, 2007, or any adjournments thereof (the
"Meeting"), for the following purposes:

1.       To approve an Agreement and Plan of Reorganization between Enterprise Fund and Oppenheimer Capital
          Appreciation Fund ("Capital Appreciation Fund"), and the transactions contemplated thereby, including:
          (a) the transfer of substantially all the assets of Enterprise Fund to Capital Appreciation Fund in
          exchange for Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund; (b) the
          distribution of shares of Capital Appreciation Fund to the corresponding Class A, Class B, Class C,
          Class N and Class Y shareholders of Enterprise Fund in complete liquidation of Enterprise Fund; and (c)
          the cancellation of the outstanding shares of Enterprise Fund (all of the foregoing being referred to as
          the "Proposal"); and

2.       To act upon such other matters as may properly come before the Meeting.

         Shareholders of record at the close of business on July 10, 2007 are entitled to notice of, and to vote
at, the Meeting. The Proposal is more fully discussed in the combined Prospectus and Proxy Statement. Please read
it carefully before telling us, through your proxy or in person, how you wish your shares to be voted. The Board
of Trustees of Enterprise Fund recommends a vote in favor of the Proposal.

                              YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
                                           WE URGE YOU TO VOTE PROMPTLY.
                                              YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees,
Robert G. Zack, Secretary
September 21, 2007
____________________________________________________________________________________________
                                       PLEASE VOTE THE ENCLOSED PROXY TODAY.
                             YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.






                                       OPPENHEIMER CAPITAL APPRECIATION FUND
                                 6803 South Tucson Way, Centennial, Colorado 80112
                                                  1.800.225.5677

                                      COMBINED PROSPECTUS AND PROXY STATEMENT
                                             Dated September 21, 2007

                                        SPECIAL MEETING OF SHAREHOLDERS OF
                                            OPPENHEIMER ENTERPRISE FUND
                                          to be held on November 30, 2007

                                           Acquisition of the Assets of
                                            OPPENHEIMER ENTERPRISE FUND
                                 6803 South Tucson Way, Centennial, Colorado 80112
                                                  1.800.225.5677

                  By and in exchange for Class A, Class B, Class C, Class N and Class Y shares of
                                       OPPENHEIMER CAPITAL APPRECIATION FUND

         This combined Prospectus and Proxy Statement solicits proxies from the shareholders of Oppenheimer
Enterprise Fund ("Enterprise Fund"), an open-end management investment company, to be voted at a Special Meeting
of Shareholders (the "Meeting") to approve the Agreement and Plan of Reorganization (the "Reorganization
Agreement") and the transactions contemplated thereby (the "Reorganization") between Enterprise Fund and
Oppenheimer Capital Appreciation Fund ("Capital Appreciation Fund"), an open-end management investment company.
This combined Prospectus and Proxy Statement constitutes the Prospectus of Capital Appreciation Fund and the
Proxy Statement of Enterprise Fund filed on Form N-14 with the Securities and Exchange Commission ("SEC"). If
shareholders of Enterprise Fund vote to approve the Reorganization Agreement and the Reorganization,
substantially all of the assets of Enterprise Fund will be transferred to Capital Appreciation Fund in exchange
for shares of Capital Appreciation Fund and the assumption of certain liabilities, if any, described in the
Reorganization Agreement.  The Meeting will be held at the offices of OppenheimerFunds, Inc. (the "Manager") at
6803 South Tucson Way, Centennial, Colorado 80112 on November 30, 2007 at 1:00 p.m., Mountain Time. The Board of
Trustees of Enterprise Fund is soliciting these proxies on behalf of Enterprise Fund. This Prospectus and Proxy
Statement will first be sent to shareholders on or about September 21, 2007.

         If the shareholders of Enterprise Fund vote to approve the Reorganization Agreement and the
Reorganization, shareholders will receive Class A shares of Capital Appreciation Fund equal in value to the value
as of the "Valuation Date," which is the business day preceding the Closing Date (as such term is defined in the
Reorganization Agreement attached hereto as Exhibit A) of the Reorganization, of their Class A shares of
Enterprise Fund; Class B shares of Capital Appreciation Fund equal in value to the value as of the Valuation Date
of their Class B shares of Enterprise Fund; Class C shares of Capital Appreciation Fund equal in value to the
value as of the Valuation Date of their Class C shares of Enterprise Fund; Class N shares of Capital Appreciation
Fund equal in value to the value as of the Valuation Date of their Class N shares of Enterprise Fund; and Class Y
shares of Capital Appreciation Fund equal in value to the value as of the Valuation Date of their Class Y shares
of Enterprise Fund.  Enterprise Fund will subsequently be dissolved.

         This combined Prospectus and Proxy Statement gives information about the Class A, Class B, Class C,
Class N and Class Y shares of Capital Appreciation Fund that you should know before investing. You should retain
it for future reference. A Statement of Additional Information, dated September 21, 2007, relating to the
Reorganization, has been filed with the SEC as part of the Registration Statement on Form N-14 (the "Registration
Statement") and is incorporated herein by reference. You may receive a free copy by writing to OppenheimerFunds
Services (the "Transfer Agent") at P.O. Box 5270, Denver, Colorado 80217, by visiting the website at
www.oppenheimerfunds.com, or by calling toll-free 1.800.225.5677. The Prospectus of Capital Appreciation Fund
dated October 26, 2006, as supplemented May 30, 2007, is enclosed herewith and considered a part of this combined
Prospectus and Proxy Statement.  It is intended to provide you with information about Capital Appreciation Fund.
For more information regarding Capital Appreciation Fund, in addition to its Prospectus, see the Statement of
Additional Information dated October 26, 2006, as supplemented November 24, 2006, and December 15, 2006, which
includes audited financial statements of Capital Appreciation Fund for the 12-month period ended August 31, 2006
and the semi-annual report dated February 28, 2007, which includes unaudited financial statements of Capital
Appreciation Fund for the 6-month period ended February 28, 2007.  These documents have been filed with the SEC
and are incorporated herein by reference.  The annual report of Capital Appreciation Fund dated August 31, 2007,
which includes audited financial statements of Capital Appreciation Fund for the 12-month period ended August 31,
2007 will be made available no later than 60 days thereafter. You may receive a free copy of these documents by
writing to the Transfer Agent at P.O. Box 5270, Denver, Colorado 80217, by visiting the website at
www.oppenheimerfunds.com, or by calling toll-free 1.800.225.5677.

         For more information regarding Enterprise Fund, see the Prospectus of Enterprise Fund dated November 29,
2006, as supplemented May 21, 2007 and June 5, 2007.  In addition to its Prospectus, see the Statement of
Additional Information of Enterprise Fund dated November 29, 2006, as supplemented May 21, 2007, which includes
the audited financial statements of Enterprise Fund for the 12-month period ended August 31, 2006 and the
semi-annual report of Enterprise Fund dated February 28, 2007, which includes unaudited financial statements for
the 6-month period ended February 28, 2007.  These documents have been filed with the SEC and are incorporated
herein by reference.  The annual report of Enterprise Fund dated August 31, 2007 which will include audited
financial statements of Enterprise Fund for the 12-month period ended August 31, 2007 will be made available no
later than 60 days thereafter. You may receive a free copy of these documents by writing to the Transfer Agent at
P.O. Box 5270, Denver, Colorado 80217, by visiting the website at www.oppenheimerfunds.com, or by calling
toll-free 1.800.225.5677.

Mutual fund shares are not deposits or obligations of any bank, and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other U.S. government agency. Mutual fund shares involve investment risks
including the possible loss of principal.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities
or passed upon the adequacy of this Prospectus and Proxy Statement. Any representation to the contrary is a
criminal offense.

This combined Prospectus and Proxy Statement is dated September 21, 2007.






                                                 TABLE OF CONTENTS
                                      COMBINED PROSPECTUS AND PROXY STATEMENT

                                                                                                            Page

Synopsis..................................................................................................
     What am I being asked to vote on?....................................................................
     What are the general tax consequences of the Reorganization?.........................................
     How do the investment objectives and policies of the Funds compare?..................................
     What are the fees and expenses of each Fund and what are they expected to be after
         the Reorganization?..............................................................................
     What are the capitalizations of the Funds and what would the capitalization be after
         the Reorganization?..............................................................................
     How have the Funds performed?........................................................................
     Management's Discussion of Capital Appreciation Fund's Performance...................................
How do the Account Features and Shareholder Services for the Funds Compare?...............................
         Purchases, Redemptions and Exchanges.............................................................
         Dividends and Distributions......................................................................
         Other Shareholder Services.......................................................................

How do the Principal Risks of Investing in the Funds Differ?..............................................

Information About the Reorganization......................................................................
     How will the Reorganization be carried out? .........................................................
     Who will pay the expenses of the Reorganization? ....................................................
     What are the tax consequences of the Reorganization? ................................................

Reasons for the Reorganization............................................................................
     Board Considerations ................................................................................
     What should I know about Class A, Class B, Class C, Class N and Class Y Shares of
     Capital Appreciation Fund?...........................................................................

What are the Fundamental Investment Restrictions of the Funds?............................................

Other Comparisons Between the Funds.......................................................................
         Management of the Funds..........................................................................
         Investment Management and Fees...................................................................
         Distribution Services............................................................................
         Transfer Agency and Custody Services.............................................................
         Shareholder Rights...............................................................................

Voting Information .......................................................................................
     How do I vote? ......................................................................................
     Who is Entitled to Vote and How are Votes Counted?...................................................
     Quorum and Required Vote.............................................................................
     Solicitation of Proxies..............................................................................
     Revoking a Proxy.....................................................................................
     What other matters will be voted upon at the Meeting?................................................

Additional Information About the Funds....................................................................
     Householding of Reports to Shareholders and Other Fund Documents.....................................
     Principal Shareholders...............................................................................

Exhibit A:  Agreement and Plan of Reorganization between Oppenheimer Enterprise Fund and Oppenheimer Capital
     Appreciation Fund....................................................................................   A-1
Exhibit B:  Principal Shareholders........................................................................   B-1
Exhibit C:  Management's Discussion of Capital Appreciation Fund's Performance................................   C-1

Enclosures:
Prospectus of Oppenheimer Capital Appreciation Fund dated October 26, 2006, as supplemented May 30, 2007.






                                                        33
                                                     SYNOPSIS

         This is only a summary and is qualified in its entirety by the more detailed information contained in or
incorporated by reference in this combined Prospectus and Proxy Statement and by the Reorganization Agreement
which is attached as Exhibit A. Shareholders should carefully review this Prospectus and Proxy Statement and the
Reorganization Agreement in their entirety and, in particular, the Prospectus of Capital Appreciation Fund which
accompanies this Prospectus and Proxy Statement and is incorporated herein by reference.

What am I being asked to vote on?

         You are being asked by the Board of Trustees of Enterprise Fund to approve the reorganization of your
Fund, Enterprise Fund, with and into Capital Appreciation Fund (each individually a "Fund" and collectively the
"Funds").  If shareholders of Enterprise Fund approve the Reorganization, substantially all of the assets of
Enterprise Fund will be transferred to Capital Appreciation Fund, in exchange for an equal value of shares of
Capital Appreciation Fund and the assumption of certain liabilities, if any, described in the Reorganization
Agreement. The shares of Capital Appreciation Fund will then be distributed to Enterprise Fund shareholders, and
Enterprise Fund will subsequently be liquidated. If the Reorganization is approved by shareholders of Enterprise
Fund, you will no longer be a shareholder of Enterprise Fund and, instead, will become a shareholder of Capital
Appreciation Fund.  This exchange will occur on the Closing Date of the Reorganization.

         Approval of the Reorganization means that as a shareholder in Enterprise Fund, you will receive Class A,
Class B, Class C, Class N or Class Y shares of Capital Appreciation Fund, as the case may be, equal in value to
the value of the net assets of your Enterprise Fund shares transferred to Capital Appreciation Fund on the
Closing Date.  The shares you receive will be issued at net asset value ("NAV") without a sales charge and will
not be subject to any additional contingent deferred sales charge ("CDSC").  However, any CDSC that applies to
Enterprise Fund shares as of the date of the exchange will carry over to Capital Appreciation Fund shares
received in the Reorganization

         In considering whether to approve the Reorganization, you should consider, among other things:

(i)      The number of similarities (as well as any differences) between the Funds (as discussed herein) and the
                      relative advantages and disadvantages of each Fund.

(ii)     That the Reorganization would allow you the ability to continue your investment in a fund that closely
                      resembles the investment style you were seeking when you invested in Enterprise Fund.

 Capital Appreciation Fund is an open-end, diversified, management investment company organized as a
 Massachusetts business trust in October 1987. Enterprise Fund is an open-end, diversified management investment
 company organized as a Massachusetts business trust in November 1995.  Enterprise Fund commenced operations on
 November 7, 1995.  Capital Appreciation Fund commenced operations on January 22, 1981.  As of June 30, 2007,
 Enterprise Fund had approximately $234 million in net assets and Capital Appreciation Fund had approximately
 $8.227 billion in net assets.

         Shareholders  of  Enterprise  Fund  are  expected  to  realize  a number  of  benefits  from the  proposed
Reorganization.  The assets of Enterprise  Fund have been  decreasing  significantly  since 2000,  resulting in the
Fund spreading its operating costs over a declining  asset base. If the  Reorganization  is approved,  shareholders
would get the benefit of a larger fund with lower operating  expenses,  resulting in you paying lower expenses as a
shareholder of Capital  Appreciation Fund.  Furthermore,  although performance is not indicative of future results,
for the one,  five and ten year  periods  ended  December  31, 2006,  the average  annual total  returns of Capital
Appreciation  Fund has  consistently  outperformed  the  performance  of  Enterprise  Fund.  Moreover,  the  Funds'
investment  objectives  and overall  strategy of investing in growth  stocks are the same.  (See the  discussion in
"Reasons for the Reorganization" beginning on page  [    ] for more details.)

         The Board of Enterprise Fund reviewed and discussed with OppenheimerFunds, Inc. (the "Manager") and the
Board's independent legal counsel the proposed Reorganization. Information with respect to, but not limited to,
each Fund's respective investment objectives and policies, management fees, distribution fees and other operating
expenses, historical performance and asset size, was also considered by the Board of Enterprise Fund.

         Based on the considerations discussed above and the reasons more fully described under "Reasons for the
Reorganization" (beginning on page [    ]), together with other relevant factors and information, at a meeting
held on May 17, 2007, the Board of Trustees of Enterprise Fund concluded that the Reorganization would be in the
best interests of shareholders of Enterprise Fund and that the Fund would not experience any dilution as a result
of the Reorganization.  The Board of Trustees of Enterprise Fund voted to approve the proposed Reorganization and
to recommend that shareholders approve the proposed Reorganization.

         The proposed Reorganization was also approved by the Board of Trustees of Capital Appreciation Fund at a
meeting held on May 17, 2007.


                                  THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
                                TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION



What are the general tax consequences of the Reorganization?

         It is expected that shareholders of Enterprise Fund will not recognize any gain or loss for federal
income tax purposes as a result of the exchange of shares of Enterprise Fund for shares of Capital Appreciation
Fund. You should, however, consult your tax advisor regarding the effect, if any, of the Reorganization in light
of your individual circumstances. You should also consult your tax advisor about state and local tax
consequences.

         For federal income tax purposes, it is expected that the holding period of your Enterprise Fund shares
will be carried over to the holding period for Capital Appreciation Fund shares you receive in connection with
the Reorganization. This exchange will occur on the Closing Date (as such term is defined in the Reorganization
Agreement) of the Reorganization.

         One of the requirements to qualify as a tax-free reorganization under the Internal Revenue Code is that
a significant portion of the assets of Enterprise Fund continue to be used by Capital Appreciation Fund after the
Reorganization. Due to common holdings in both Funds, it is expected that the assets of Enterprise Fund will
satisfy this requirement. As a result, prior to the Reorganization, it is not expected to be necessary for
Enterprise Fund to sell portfolio securities that do not conform to the portfolio securities of Capital
Appreciation Fund for purposes of the Reorganization in the ordinary course of its business as an open-end
investment company.

How do the investment objectives and policies of the Funds compare?

          The chart below compares the Funds' overall investment objectives, investment strategies and other
policies.

  ---------------------------------------------------------- --------------------------------------------------------
                       ENTERPRISE FUND                                      CAPITAL APPRECIATION FUND
  ---------------------------------------------------------- --------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------------
                                                Investment Objectives
  -------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------- --------------------------------------------------------
  The Fund seeks capital appreciation.                       The Fund seeks capital appreciation.
  ---------------------------------------------------------- --------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------------
                                                Investment Strategies
  -------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------- --------------------------------------------------------
  Enterprise Fund invests mainly in common stocks of         Capital Appreciation Fund invests mainly in common
  "growth" companies. These may be newer companies or        stocks of "growth companies." These may be newer
  established companies of any capitalization range that     companies or established companies of any
  the Manager believes have favorable growth prospects.      capitalization range that the portfolio manager
  The Fund may invest without limit in companies in any      believes may appreciate in value over the long term.
  capitalization range. The Fund focuses mainly on
  domestic companies, but may buy foreign stocks as well.    The Manager looks for growth companies with stock
  The Fund may also invest its assets in a variety of        prices that it believes are reasonable in relation to
  industry categories, although it may from time to time     overall stock market valuations. The Manager focuses
  emphasize investments in one or more industries. For       on factors that may vary in particular cases and over
  example, the Fund has, at certain times, invested a        time in seeking broad diversification of the Fund's
  significant amount of its assets in technology and         portfolio among industries and market sectors.
  healthcare companies.                                      Currently, the Manager looks for:
                                                             o        companies in businesses with above-average
                                                                           growth potential,
  The Manager uses fundamental analysis, relying on          o        companies with growth rates that the
  internal and external research and analysis, to look for                 portfolio managers believe are
  growth companies. The Manager generally considers a                      sustainable over time,
  company's financial statements, interviews with            o        stocks with reasonable valuations relative to
  management, and analysis of the company's operations and                 their growth potential.
  product developments. The portfolio manager also
  evaluates research on particular industries, market        The Manager may sell companies from the Fund that it
  trends and general economic conditions. The Manager        believes no longer meet the above criteria.
  focuses on factors that may vary in particular cases an
  over time. Currently, the Manager looks for:

  o        companies with a history of positive revenue
           and earnings growth,
  o        companies with management the Manager believes
           have demonstrated an ability to handle growth,
  o        companies with growth rates that the manager
           believes are sustainable over time.

  -------------------------------------------------------------------------------------------------------------------
                                            Who is the Fund Designed For?
  -------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------- --------------------------------------------------------
  Enterprise Fund is designed for aggressive investors       Capital Appreciation Fund is designed for investors
  seeking capital appreciation in their investment over      seeking capital appreciation in their investment over
  the long term. Investors in the Fund should be willing     the long term. Those investors should be willing to
  to assume the greater risks of volatile short-term share   assume the risks of short-term share price
  price fluctuations and realized losses that are typical    fluctuations that are typical for a growth fund
  for an aggressive growth fund. Since the Fund does not     focusing on stock investments. Since the Fund does not
  seek income and the income from its investments will       seek income and its income from its investments will
  likely be small, it is not designed for investors          likely be small, it is not designed for investors
  needing current income. Because of its focus on            needing current income. Because of its focus on
  long-term growth, the Fund may be appropriate for a        long-term growth, the Fund may be appropriate for a
  portion of a retirement plan investment for growth the     portion of a retirement plan investment. The Fund is
  Fund may be appropriate for a portion of retirement plan   not a complete investment program.
  investment for investors with a high risk tolerance. The
  Fund is not a complete investment program.

  ---------------------------------------------------------- --------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------------
                                                       Manager
  -------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------- --------------------------------------------------------
  OppenheimerFunds, Inc.                                     OppenheimerFunds, Inc.
  ---------------------------------------------------------- --------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------------
                                                  Portfolio Managers
  -------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------- --------------------------------------------------------
  Alan Gilston                                               Marc L. Baylin
  ---------------------------------------------------------- --------------------------------------------------------

         As shown in the chart above, the investment objectives of the Funds are identical and each Fund uses a
"growth" investment style to achieve its objective. Both Funds invest mainly in stocks of growth companies without
regard to capitalization range.  Capital Appreciation Fund mainly invests in common stocks of both newer and
established foreign and U.S. companies that the Manager believes may appreciate in value over time.  Enterprise
Fund invests mainly in stocks that the manager believes will benefit from growth opportunities and can invest in
both U.S. and foreign companies believed by the Manager to have significant growth potential.

         As of February 27, 2007, 96.7% of Enterprise Fund's portfolio consisted of common stocks.  As of
February 27, 2007, 99.2% of Capital Appreciation Fund's portfolio consisted of common stocks. Each Fund's
portfolio was allocated across the following sectors:*



- ----------------------------------------------------- ---------------------------- --------------------------
                                                      Enterprise Fund Allocation     Capital Appreciation
                       SECTOR                               (as of 2/27/07)             Fund Allocation
                                                                                        (as of 2/27/07)
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Information Technology                                  32.4%                       32.9%
          Communications Equipment                                6.1                         7.9
          Internet Software & Services                            5.0                         6.7
          Software                                                9.0                         5.8
          IT Services                                             2.6                         4.5
          Semiconductors & Semiconductor
                 Equipment                                        6.3                         4.3
          Computers & Peripherals                                 3.4                         3.7
                                                                                              0.0
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Health Care                                             15.8                        14.5
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Consumer Discretionary                                  12.2                        11.5
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Financials                                              10.4                        11.2
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Industrials                                             11.8                         9.7
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Consumer Staples                                         2.2                         7.1
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Energy                                                   6.3                         6.6
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Materials                                                3.1                         3.5
- ----------------------------------------------------- ---------------------------- --------------------------
- ----------------------------------------------------- ---------------------------- --------------------------
o        Telecommunication Services                               2.5                         3.0
- ----------------------------------------------------- ---------------------------- --------------------------
         *Unaudited

What are the fees and expenses of each Fund and what are they expected to be after the Reorganization?

         Each Fund pays a variety of expenses directly for management of their respective assets, administration
and/or distribution of shares and other services. Those expenses are subtracted from each Fund's assets to
calculate the Fund's net asset value per share. Shareholders pay these expenses indirectly. Shareholders pay
other expenses directly, such as sales charges.

         The tables below reflect the current contractual management fee schedule for each of the Funds and the
proposed "pro forma" management fee schedule for the surviving Capital Appreciation Fund upon the successful
completion of the Reorganization.  The tables are provided to help you understand and compare the fees and
expenses of investing in shares of each Fund. The pro forma fees and expenses of the surviving Capital
Appreciation Fund show what the fees and expenses are expected to be after giving effect to the Reorganization.

         "Other Expenses" in the tables include transfer agent fees, custodial fees, and accounting and legal
expenses that each Fund pays. The "Other Expenses" in the tables are based on, among other things, the fees each
Fund would have paid if the transfer agent had not waived a portion of its fee under a voluntary undertaking to
the Funds to limit these fees to 0.35% of average daily net assets per fiscal year for all classes. For each
Fund, that undertaking may be amended or withdrawn at any time.

                                         CURRENT AND PRO FORMA FEE TABLES
                     For Classes A, B, C, N and Y for the 12 month period ended June 30, 2007

- -------------------------------------------------- ------------------- -------------------- ---------------------------
                                                    Enterprise Fund          Capital           Pro Forma Surviving
                                                                        Appreciation Fund   Capital Appreciation Fund
                                                     Class A Shares      Class A Shares           Class A Shares
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %         5.75%                5.75%                   5.75%
of offering price)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or             None(1)              None(1)                 None(1)
redemption proceeds)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.75%                0.57%                   0.57%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 0.24%                0.24%                   0.24%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses                                           0.57%                0.26%                   0.27%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            1.56%                1.07%                   1.08%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
 After the  waiver was  applied to  Enterprise  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class A shares,  as  percentages  of average daily net assets,  were  respectively  0.43% and 1.42%.
After the waiver  was  applied to  Capital  Appreciation  Fund,  the  actual  "Other  Expenses"  and "Total  Annual
Operating Expenses" for Class A shares, as percentages of average daily net assets, were the same as shown above.



- -------------------------------------------------- ------------------- -------------------- ---------------------------
                                                    Enterprise Fund          Capital           Pro Forma Surviving
                                                                        Appreciation Fund   Capital Appreciation Fund
                                                     Class B Shares      Class B Shares           Class B Shares
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %          None                None                     None
of offering price)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or             5.00%(2)            5.00%(2)                 5.00%(2)
redemption proceeds)(2)
- -----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.75%                0.57%                   0.57%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 1.00%                1.00%                   1.00%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses                                           0.39%                0.31%                   0.31%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            2.14%                1.88%                   1.88%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
After the  waiver was  applied  to  Enterprise  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class B shares,  as  percentages  of average  daily net assets,  were the same as shown above.  After
the waiver was applied to Capital  Appreciation  Fund,  the actual "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class B shares, as percentages of average daily net assets, were the same as shown above.


- -------------------------------------------------- ------------------- -------------------- ---------------------------
                                                    Enterprise Fund          Capital           Pro Forma Surviving
                                                                        Appreciation Fund   Capital Appreciation Fund
                                                   Class C Shares      Class C Shares             Class C shares
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %          None                None                     None
of offering price)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of         1.00%(3)            1.00%(3)                 1.00%(3)
the lower of the original offering price or
redemption proceeds)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.75%                0.57%                   0.57%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 1.00%                1.00%                   1.00%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses                                           0.45%                0.26%                   0.26%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            2.20%                1.83%                   1.83%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
After the  waiver was  applied  to  Enterprise  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class C shares,  as  percentages  of average daily net assets,  were  respectively  0.39% and 2.14%.
After the waiver  was  applied to  Capital  Appreciation  Fund,  the  actual  "Other  Expenses"  and "Total  Annual
Operating Expenses" for Class C shares, as percentages of average daily net assets, were the same as shown above.


- -------------------------------------------------- ------------------- -------------------- ---------------------------
                                                    Enterprise Fund          Capital           Pro Forma Surviving
                                                                        Appreciation Fund   Capital Appreciation Fund
                                                     Class N Shares      Class N Shares           Class N Shares
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %          None                None                     None
of offering price)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or             1.00%(4)            1.00%(4)                 1.00%(4)
redemption proceeds)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.75%                0.57%                   0.57%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 0.50%                0.50%                   0.50%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses                                           0.72%                0.34%                   0.40%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            1.97%                1.41%                   1.47%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
After the  waiver was  applied  to  Enterprise  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class N shares,  as  percentages  of average daily net assets,  were  respectively  0.37% and 1.62%.
After the waiver  was  applied to  Capital  Appreciation  Fund,  the  actual  "Other  Expenses"  and "Total  Annual
Operating  Expenses" for Class N shares, as percentages of average daily net assets,  were the same as shown above.
After the waiver was applied to the Pro Forma  Surviving  Capital  Appreciation  Fund, the actual "Other  Expenses"
and "Total  Annual  Operating  Expenses"  for Class N shares,  as  percentages  of average  daily net assets,  were
respectively 0.36% and 1.43%.

- -------------------------------------------------- ------------------- -------------------- ---------------------------
                                                    Enterprise Fund          Capital           Pro Forma Surviving
                                                                        Appreciation Fund   Capital Appreciation Fund
                                                     Class Y Shares      Class Y Shares           Class Y Shares
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %          None                None                     None
of offering price)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or               None                None                     None
redemption proceeds)
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -----------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.75%                0.57%                   0.57%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                  None                None                     None
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses                                           0.13%                0.10%                   0.10%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
- -------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            0.88%                0.67%                   0.67%
- -------------------------------------------------- ------------------- -------------------- ---------------------------
After the  waiver was  applied  to  Enterprise  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class Y shares,  as percentages  of average daily net assets were the same as shown above.  After the
waiver was  applied  to  Capital  Appreciation  Fund,  the actual  "Other  Expenses"  and "Total  Annual  Operating
Expenses" for Class Y shares, as percentages of average daily net assets, were the same as shown above.


1.       A contingent deferred sales charge may apply to redemptions of investments of $1 million or more or to
     certain retirement plan redemptions of Class A shares.
2.       Applies to  redemptions in first year after  purchase.  The  contingent  deferred  sales charge  gradually
     declines from 5% to 1% in years one through six and is eliminated after that.
3.       Applies to shares redeemed within 12 months of purchase.
4.       Applies to shares redeemed within 18 months of a retirement plan's first purchase of Class N shares.

Examples

         The examples below are intended to help you compare the cost of investing in Enterprise Fund, Capital
Appreciation Fund, and the surviving Capital Appreciation Fund after the Reorganization. These examples assume an
annual return for each class of 5%, the operating expenses described in the tables above and reinvestment of your
dividends and distributions.

         Your actual costs may be higher or lower because expenses will vary over time. For each $10,000
investment, you would pay the following projected expenses if you redeemed your shares after the number of years
shown or held your shares for the number of years shown without redeeming, according to the following examples.

                                                  Enterprise Fund
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
If shares are redeemed(1):              1 Year              3 Years              5 Years              10 Years
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class A                                  $726                $1,043               $1,382               $2,338
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class B                                  $719                 $977                $1,361             $2,211(2)
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class C                                  $326                 $696                $1,192               $2,561
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class N                                  $302                 $624                $1,073               $2,318
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class Y(3)                                $90                 $282                 $490                $1,089
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------

                                                  Enterprise Fund
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
If shares are not redeemed(4):          1 Year              3 Years              5 Years              10 Years
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class A                                  $726                $1,043               $1,382               $2,338
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class B                                  $219                 $896                $1,161             $2,211(2)
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class C                                  $226                 $696                $1,192               $2,561
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class N                                  $202                 $624                $1,073               $2,318
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------
Class Y(3)                                $90                 $282                 $490                $1,089
- ---------------------------------- ------------------ --------------------- ------------------- ---------------------

                                             Capital Appreciation Fund
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
If shares are redeemed(1):               1 Year              3 Years             5 Years              10 Years
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class A                                   $678                $897                $1,134               $1,812
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class B                                   $693                $869                $1,226             $1,810(2)
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class C                                   $288                $581                 $999                $2,167
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class N                                   $245                $449                 $776                $1,703
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class Y(3)                                $69                 $215                 $374                 $837
- ---------------------------------- ------------------- -------------------- ------------------- ---------------------

                                             Capital Appreciation Fund
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
If shares are not redeemed(4):         1 Year              3 Years              5 Years              10 Years
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
Class A                                 $678                 $897               $1,134                $1,812
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
Class B                                 $193                 $596               $1,026              $1,810(2)
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
Class C                                 $188                 $581                $999                 $2,167
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
Class N                                 $145                 $449                $776                 $1,703
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
- -------------------------------- -------------------- ------------------- -------------------- ---------------------
Class Y(3)                               $69                 $215                $374                  $837
- -------------------------------- -------------------- ------------------- -------------------- ---------------------

                        Pro Forma Surviving Capital Appreciation Fund (Post-Reorganization)
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
If shares are redeemed(1):               1 year              3 years             5 years              10 years
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class A                                   $679                $900                $1,139               $1,823
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class B                                   $693                $896                $1,226             $1,815(2)
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class C                                   $288                $581                 $999                $2,167
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class N                                   $251                $468                 $808                $1,770
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class Y(3)                                 $69                $215                 $374                 $837
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------

                        Pro Forma Surviving Capital Appreciation Fund (Post-Reorganization)
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
If shares are not redeemed(4):           1 year              3 years             5 years              10 years
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class A                                   $679                $900                $1,139               $1,823
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class B                                   $193                $596                $1,026             $1,815(2)
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class C                                   $188                $581                 $999                $2,167
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class N                                   $151                $468                 $808                $1,770
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class Y(3)                                 $69                $215                 $374                 $837
- ----------------------------------- ------------------ -------------------- ------------------- ---------------------

(1.)     In the "If shares are redeemed"  examples,  expenses  include the initial sales charge for Class A and the
   applicable Class B, Class C and Class N contingent deferred sales charges.
(2.)     Class  B  expenses  for  years 7  through  10 are  based  on  Class  A  expenses,  since  Class  B  shares
   automatically convert to Class A 72 months after purchase.
(3.)     There is no sales charge on Class Y shares.
(4.)     In the "If shares are not redeemed"  examples,  the Class A expenses include the initial sales charge, but
   Class B, Class C and Class N expenses do not include the contingent deferred sales charges.

What are the capitalizations of the Funds and what would the capitalization be after the Reorganization?

         The following tables set forth the existing capitalization (unaudited) of Enterprise Fund and Capital
Appreciation Fund as of June 30, 2007 and the pro forma combined capitalization of Capital Appreciation Fund as
of June 30, 2007 as if the Reorganization had occurred on that date.

- --------------------------------------------------------------------------------------------------------------------
Enterprise Fund                          Net Assets                   Shares                 Net Asset Value
                                                                   Outstanding                  Per Share
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class A                               $118,758,570                7,274,235                     $16.33
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class B                               $32,289,759                 2,177,176                     $14.83
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class C                               $18,602,979                 1,252,242                     $14.86
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class N                               $52,833,559                 3,289,234                     $16.06
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class Y                               $11,700,700                  693,823                      $16.86
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
TOTAL                                   $234,185,567                14,686,710                    $15.95
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund                Net Assets                   Shares                 Net Asset Value
                                                                   Outstanding                  Per Share
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class A                              $5,483,802,369              108,856,497                    $50.38
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class B                               $773,086,725                16,860,844                    $45.85
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class C                               $694,853,150                15,277,992                    $45.48
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class N                               $259,029,345                5,228,393                     $49.54
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class Y                              $1,015,863,467               19,586,462                    $51.87
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
TOTAL                                  $8,226,635,056              165,810,188                    $49.61
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund                Net Assets                   Shares                 Net Asset Value
(Pro Forma Surviving Fund)*                                        Outstanding                  Per Share
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class A                              $5,602,560,939              111,213,922                    $50.38
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class B                               $805,376,484                17,565,076                    $45.85
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class C                               $713,456,129                15,687,023                    $45.48
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class N                               $311,862,904                6,294,815                     $49.54
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
  Class Y                              $1,027,564,167               19,812,059                    $51.87
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
TOTAL                                  $8,460,820,623              170,572,895                    $49.60
- --------------------------------------------------------------------------------------------------------------------
*    Reflects the issuance of 2,357,425 Class A shares, 704,232 Class B shares,  409,031 Class C shares,  1,066,423
     Class N shares and 225,597  Class Y shares of Capital  Appreciation  Fund in a tax-free  exchange  for the net
     assets of Enterprise Fund, aggregating 4,762,704.


How have the Funds performed?

         The following past performance information for each Fund is set forth below: (i) a bar chart showing
changes in each Fund's performance for Class A shares from year to year for the last ten calendar years (or less,
if applicable) and (ii) tables detailing how the average annual total returns of each Fund's shares, both before
and after taxes, compared to those of broad-based market indices. The after-tax returns are shown for Class A
shares only and are calculated using the historical highest individual federal marginal income tax rates in
effect during the periods shown and do not reflect the impact of state or local taxes.  The after-tax returns are
calculated based on certain assumptions mandated by regulation and your actual after-tax returns may differ from
those shown, depending on your individual tax situation. The after-tax returns set forth below are not relevant
to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or IRAs or to
institutional investors not subject to tax. The past investment performance of either Fund, before and after
taxes, is not necessarily an indication of how either Fund will perform in the future.

Annual Total Returns for Enterprise Fund (Class A) as of 12/31 each year

[Graphic bar chart]

- ----------------------------------------------------------- ---------------------------------------------------------
                   Calendar Year Ended:                                   Oppenheimer Enterprise Fund
                                                                              Annual Total Returns
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/97                                                    18.75%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/98                                                    34.81%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/99                                                   105.75%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/00                                                   -40.60%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/01                                                   -36.28%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/02                                                   -37.33%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/03                                                    34.02%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/04                                                    12.99%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/05                                                    8.78%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/06                                                    4.45%
- ----------------------------------------------------------- ---------------------------------------------------------


Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges
and taxes were included, the returns may be less than those shown.

For the period from January 1, 2007 through June 30, 2007, the cumulative return (not annualized before taxes for
Class A shares was 8.72%. During the period shown in the bar chart, the highest return (not annualized) before
taxes for a calendar quarter was 55.70% (4th Qtr `99) and the lowest return (not annualized) before taxes for a
calendar quarter was -32.16% (4th Qtr `00).

Annual Total Returns for Capital Appreciation Fund (Class A) as of 12/31 each year

[Graphic bar chart]

- ----------------------------------------------------------- ---------------------------------------------------------
                   Calendar Year Ended:                                   Oppenheimer Enterprise Fund
                                                                              Annual Total Returns
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/97                                                    18.75%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/98                                                    34.81%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/99                                                   105.75%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/00                                                   -40.60%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/01                                                   -36.28%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/02                                                   -37.33%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/03                                                    34.02%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/04                                                    12.99%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/05                                                    8.78%
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
                         12/31/06                                                    4.45%
- ----------------------------------------------------------- ---------------------------------------------------------


Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges
and taxes were included, the returns may be less than those shown.

For the period from January 1, 2007 through June 30, 2007, the cumulative return (not annualized before
taxes for Class A shares was 9.21%. During the period shown in the bar chart, the highest return (not
annualized) before taxes for a calendar quarter was 28.86% (4th Qtr `99) and the lowest return (not
annualized) before taxes for a calendar quarter was 19.89% (3rd Qtr `01).

- --------------------------------------------- ---------------------- ---------------------------- --------------------------

Enterprise Fund

- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Average Annual Total Returns                         1 Year                    5 Years                    10 Years
                                                                                                    (or life of class, if
for the periods ended December 31, 2006                                                                     less)
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class A Shares (inception 11/7/95)
  Return Before Taxes                                -1.56%                     0.32%                       2.39%
  Return After Taxes on Distributions                -1.56%                     0.32%                       1.58%
  Return  After Taxes on  Distributions  and
  Sale of Fund Shares                                -1.01%                     0.27%                       1.73%
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class B Shares (inception 11/7/95)                   -1.37%                     0.36%                       2.54%
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class C Shares (inception 11/7/95)                    2.63%                     0.75%                       2.24%
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class N Shares (inception 3/1/01)                     3.23%                     1.26%                      -3.07%
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class Y Shares (inception 4/1/99)                     4.95%                     1.92%                      -3.42%
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
S&P 500(R)Index (reflects no deduction for            15.78%                     6.19%                       8.42%
fees, expenses or taxes)                                                                                  4.10%(1)
                                                                                                          2.89%(2)
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Russell 3000 Growth Index (reflects no                9.46%                     3.02%                       5.34%
deduction for fees, expenses or taxes)                                                                    0.79%(1)
                                                                                                          -1.13%(2)
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
(1)  From 2/28/01.
(2)  From 3/31/99.




- --------------------------------------------- ----------------------- -------------------------- --------------------------
Capital Appreciation Fund
- --------------------------------------------- ----------------------- -------------------------- --------------------------
- --------------------------------------------- ----------------------- -------------------------- --------------------------
                                                                               5 Years                   10 Years
Average Annual Total Returns                          1 Year            (or life of class, if      (or life of class, if
for the periods ended December 31, 2006                                         less)                      less)
- --------------------------------------------- ----------------------- -------------------------- --------------------------
- --------------------------------------------- ----------------------- -------------------------- --------------------------
Class A Shares (inception 1/22/81)
  Return Before Taxes                                 1.33%                     1.51%                      7.54%
  Return After Taxes on Distributions                 1.33%                     1.47%                      6.39%
  Return After Taxes on Distributions and
  Sale of Fund Shares                                 0.86%                     1.27%                      6.00%
- --------------------------------------------- ----------------------- -------------------------- --------------------------
Class B Shares (inception 11/1/95)                    1.63%                     1.50%                      7.67%
- --------------------------------------------- ----------------------- -------------------------- --------------------------
Class C Shares (inception 12/1/93)                    5.69%                     1.94%                      7.34%
- --------------------------------------------- ----------------------- -------------------------- --------------------------
- --------------------------------------------- ----------------------- -------------------------- --------------------------
Class N Shares (inception 3/1/01)                     6.14%                     2.40%                      0.40%
- --------------------------------------------- ----------------------- -------------------------- --------------------------
- --------------------------------------------- ----------------------- -------------------------- --------------------------
Class Y Shares (inception 11/3/97)                    7.93%                     3.12%                      6.44%
- --------------------------------------------- ----------------------- -------------------------- --------------------------
- --------------------------------------------- ----------------------- -------------------------- --------------------------
S&P 500(R)Index                                                                                             8.42%
(reflects no deduction for fees, expenses             15.78%                    6.19%                    4.10%(1)
or taxes)                                                                                                6.57%(2)
- --------------------------------------------- ----------------------- -------------------------- --------------------------
1.       From 02/28/01.
2.       From 10/31/97.

For each Fund,  the average  annual  total  returns  include  applicable  sales  charges:  for Class A, the current
maximum  initial sales charge of 5.75%;  for Class B, the  contingent  deferred  sales charge of 5% (1-year) and 2%
(5-years);  and for Class C and Class N, the 1% contingent  deferred sales charge for the 1-year  period.  There is
no sales charge for Class Y shares.  Because  Class B shares  convert to Class A shares 72 months  after  purchase,
Class B  "life-of-class"  performance  does not  include  any  contingent  deferred  sales  charge and uses Class A
performance for the period after  conversion.  The returns  measure the  performance of a hypothetical  account and
assume that all dividends and capital gains distributions have been reinvested in additional shares.

The  performance  of  Enterprise  Fund's Class A shares is compared to the S&P 500(R)Index,  an  unmanaged  index of
equity  securities,  and the Russell 3000 Growth Index,  a multi-cap  index that measures the broad growth  market.
The indices'  performance  includes  reinvestment of income but does not reflect  transaction costs, fees, expenses
or taxes. The Fund's investments vary from those in the indices.

The  performance  of Capital  Appreciation  Fund's  Class A shares is compared to the S&P 500(R)Index,  an unmanaged
index of equity  securities  that is a measure of the  general  domestic  stock  market.  The  index's  performance
includes  reinvestment  of income but does not reflect  transaction  costs,  fees,  expenses  or taxes.  The Fund's
investments vary from those in the index.

Management's Discussion of Capital Appreciation Fund's Performance

         A discussion of the performance of Capital Appreciation Fund taken from its annual report dated August
31, 2006 is set forth in Exhibit C.

HOW DO THE ACCOUNT FEATURES AND SHAREHOLDER SERVICES FOR THE FUNDS COMPARE?

Purchases, Redemptions and Exchanges

         The procedures for purchases, redemptions and exchanges of shares of the Funds are substantially the
same. Shares of either Fund may be exchanged for shares of the same class of certain other Oppenheimer funds
offering such shares. Exchange privileges are subject to amendment or termination at any time.

         Both Funds have the same initial and subsequent minimum investment amounts for the purchase of shares.
These amounts are $1,000 and $50, respectively. Both Funds have a maximum initial sales charge of 5.75% on Class
A shares for purchases of less than $25,000. The sales charge of 5.75% is reduced for purchases of Class A shares
of $25,000 or more. Investors who purchase $1 million or more of Class A shares pay no initial sales charge but
may have to pay a contingent deferred sales charge of up to 1% if the shares are sold within 18 calendar months
from the beginning of the calendar month during which they were purchased. Class B shares of the Funds are sold
without a front-end sales charge but may be subject to a contingent deferred sales charge ("CDSC") upon
redemption depending on the length of time the shares are held. The CDSC begins at 5% for shares redeemed in the
first year and declines to 1% in the sixth year and is eliminated after that. Class C shares may be purchased
without an initial sales charge, but if redeemed within 12 months of buying them, a CDSC of 1% may be deducted.
Class N shares are purchased without an initial sales charge, but if redeemed within 18 months of the retirement
plan's first purchase of N shares, a CDSC of 1% may be deducted.

         Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund received in the
Reorganization will be issued at net asset value, without a sales charge and no CDSC will be imposed on
Enterprise Fund shares exchanged for Capital Appreciation Fund shares as a result of the Reorganization. However,
any CDSC that applies to Enterprise Fund shares as of the date of the exchange will carry over to Capital
Appreciation Fund shares received in the Reorganization.

Dividends and Distributions

         Both Funds intend to declare dividends separately for each class of shares from net investment income on
an annual basis and pay them annually. Dividends and distributions paid to Class A and Class Y shares will
generally be higher than dividends for Class B, Class C and Class N shares, which normally have higher expenses
than Class A and Class Y shares. The Funds have no fixed dividend rate and cannot guarantee that they will pay
any dividends or distributions.

         Either Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains each year. Each Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal year.  However, there can be no
assurance that either Fund will pay any capital gains distributions in a particular year.

Other Shareholder Services



         Both Funds also offer the following privileges: (i) the ability to reduce your sales charge on purchases
of Class A shares through rights of accumulation or letters of intent, (ii) reinvestment of dividends and
distributions at net asset value, (iii) net asset value purchases by certain individuals and entities, (iv) Asset
Builder (automatic investment) Plans, (v) Automatic Withdrawal and Exchange Plans for shareholders who own shares
of the Funds valued at $5,000 or more, (vi) AccountLink and PhoneLink arrangements, (vii) exchanges of shares for
shares of the same class of certain other funds at net asset value, (viii) telephone and Internet redemption and
exchange privileges and (ix) wire redemptions of fund shares (for a fee). All of such services and privileges are
subject to amendment or termination at any time and are subject to the terms of the Funds' respective
prospectuses.  For additional information, please see the section in the current Prospectus of Capital
Appreciation Fund titled "ABOUT YOUR ACCOUNT," enclosed with this combined proxy statements and prospectus.

         Special Account Features. When your shares of Enterprise Fund are exchanged for shares of Capital
Appreciation Fund, any special account features (such as an Asset Builder Plan or Automatic Withdrawal Plan)
selected for your Enterprise Fund account will be continued for your new Capital Appreciation Fund account, if
those features are available for Capital Appreciation Fund, unless you instruct the Transfer Agent otherwise.  If
you currently own shares in both Funds, and have selected special account features for each Fund (such as an
Automatic Withdrawal Plan for both Funds) and the accounts have identical account attributes (e.g., account
holder's name, address, appropriate bank accounts), the special account feature options you selected for your
Enterprise Fund account will be applied to the special account features selected for your Capital Appreciation
Fund account, unless you instruct the Transfer Agent otherwise.




                           HOW DO THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS DIFFER?



         The Funds' Overall Risk. Like all investments, an investment in either Fund involves risk.  The risks
associated with an investment in each Fund are substantially similar.    There is no assurance that either Fund
will meet its investment objective.  The achievement of the Funds' goals depends upon market conditions,
generally, and on the portfolio manager's analytical and portfolio management skills. The risks described below
collectively form the risk profiles of the Funds, and can affect the value of the Funds' investments, investment
performance and prices per share.  There is also the risk that poor securities selection by the Manager will
cause a Fund to underperform other funds having a similar objective.  These risks mean that you can lose money by
investing in either Fund. When you redeem your shares, they may be worth more or less than what you paid for
them.


The allocation of each Fund's portfolio among different investments will vary over time based upon the Manager's
evaluation of economic and market trends. In the OppenheimerFunds spectrum, both Enterprise Fund and Capital
Appreciation Fund are considered aggressive growth funds, designed for investors willing to assume greater risks.
Capital Appreciation Fund is generally more aggressive than funds that invest in both stocks and bonds or in
investment grade debt securities, but may be less volatile than small-cap and emerging markets stock funds.
For both Enterprise Fund and Capital Appreciation Fund, the Manager tries to reduce risks by carefully
researching securities before they are purchased. The Funds attempt to reduce their exposure to market risks by
diversifying its investments, that is, by not holding a substantial amount of stock of any one company and by not
investing too great a percentage of the Fund's assets in any one company. Also, the Funds do not concentrate 25%
or more of their assets in investments in any one industry.
Risks of Investing in Stocks.  Both Funds invest in stocks and, therefore the value of the  Funds' portfolios
will be affected by changes in the stock markets.  Stocks fluctuate in price and their short-term volatility at
times may be great. This market risk will affect each Fund's net asset values per share, which will fluctuate as
the values of the Funds' portfolio securities change.
A variety of factors can affect the price of a particular stock and the prices of individual stocks do not all
move in the same direction uniformly or at the same time. Different stock markets may also behave differently
from each other.  Other factors can affect a particular stock's price, such as poor earnings reports by the
issuer, loss of major customers, major litigation against the issuer, or changes in government regulations
affecting the issuer or its industry.
Securities in the Funds ' portfolios may not increase as much as the market as a whole. Some securities may not
be actively traded, and therefore, may not be readily bought or sold. Although at times each Fund's investments
may appreciate in value rapidly, investors should not expect that most of a Fund's investments will appreciate
rapidly. The Manager may increase the relative emphasis of a Fund's investments in a particular industry from
time to time. Stocks of issuers in a particular industry may be affected by changes in economic conditions,
government regulations, availability of basic resources or supplies, or other events that affect that industry
more than others. To the extent that either of the Funds increases the relative emphasis of its investments in a
particular industry, its share values may fluctuate in response to events affecting that industry.
Risks of Foreign Investing.  Both Funds may invest in foreign securities which have additional risks.  Enterprise
Fund has no limit on the amount of its assets that can be invested in foreign securities.  Capital Appreciation
fund does not expect to have more than 35% of its total assets invested in foreign securities, although it has
the ability to invest without limit.  Capital Appreciation Fund can buy foreign debt securities primarily for
liquidity or defensive purposes.
While foreign securities may offer special investment opportunities, there are also special risks.  The change in
value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of
securities denominated in that foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements applicable to U.S. companies. The value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in
settlement of transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors. Securities in underdeveloped countries may be more difficult to sell and their
prices may be more volatile. These risks could cause the prices of foreign stocks to fall and could therefore
depress either Fund's share prices.
Additionally, if a Fund invests a significant amount of its assets in foreign securities, it may be exposed to
"time-zone arbitrage" attempts by investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the foreign securities market on which a
foreign security is traded and before the close of the New York Stock Exchange (the "NYSE") that day, when the
Fund's net asset value is calculated. If such time-zone arbitrage were successful, it might dilute the interests
of other shareholders. However, each Fund's use of "fair value pricing" to adjust the closing market prices of
foreign securities under certain circumstances, to reflect what the Manager and the Board believe to be their
fair value, may help deter those activities.
Risks of Growth Stocks.  For both the Enterprise and Capital Appreciation Funds, growth stocks are selected for
the Fund's portfolio because each Fund's Manager believes the price of the stock will increase over time. Growth
stocks may at times be favored by the market and at other times may be out of favor.  Stocks of growth companies,
particularly newer companies, may offer opportunities for greater capital appreciation but may be more volatile
than stocks of larger, more established companies.  These stocks may also have greater risk of price volatility
if the company's earnings growth or stock price fails to increase as expected.
Some growth companies, including newer companies, tends to retain a large part of their earnings for research,
development or investment in capital assets. Therefore, they do not emphasize paying dividends, and may not pay
any dividends for some time. Other stocks are considered "growth" stocks because the company is experiencing
growth in earnings or income.
Investments By "Funds of Funds."  Class Y shares of Capital Appreciation Fund are offered as an investment to
certain other Oppenheimer funds that act as "funds of funds."  Those funds of funds may invest significant
portions of their assets in shares of the Fund. From time to time, those investments may also represent a
significant portion of the Fund's outstanding shares or of its outstanding Class Y shares. Those funds of funds
typically use asset allocation strategies under which they may increase or reduce the amount of their investment
in the Fund frequently, and may do so on a daily basis during volatile market conditions. If the size of those
purchases and redemptions of the Fund's shares by the funds of funds were significant relative to the size of the
Fund's assets, the Fund could be required to purchase or sell portfolio securities, increasing its transaction
costs and possibly reducing its performance for all share classes.
Industry Focus.  At times, Enterprise Fund might increase the relative emphasis of its investments in a
particular industry or group of industries. Stocks of issuers in a particular industry might be affected by
changes in economic conditions or by changes in government regulations, availability of basic resources or
supplies, or other events that affect that industry more than others. To the extent that the Fund increases the
relative emphasis on investments in a particular industry, its share values may fluctuate to a greater degree in
response to events affecting that industry.
Portfolio Turnover. A change in the securities held by a Fund is known as "portfolio turnover." Each Fund can
engage in active and frequent trading to try to achieve its objective. Although both Funds may have a portfolio
turnover rate in excess of 100% annually, Capital Appreciation Fund's turnover rate has been less than 100%
annually over the last five fiscal years. Increased portfolio turnover creates higher brokerage and transaction
costs for a Fund (and may reduce performance). If a Fund realizes capital gains when it sells its portfolio
investments, it must generally pay those gains out to shareholders, increasing their taxable distributions. The
following portfolio turnover rates are for both Funds over each Fund's last five fiscal years:

- ----------------------------------------- -------------- --------------- -------------- --------------- --------------

                                              2006            2005           2004            2003           2002
- ----------------------------------------- -------------- --------------- -------------- --------------- --------------
- ----------------------------------------- -------------- --------------- -------------- --------------- --------------

Enterprise Fund                                43%            59%            123%            103%           150%
- ----------------------------------------- -------------- --------------- -------------- --------------- --------------
- ----------------------------------------- -------------- --------------- -------------- --------------- --------------

Capital Appreciation Fund                      83%            38%             45%            42%             28%
- ----------------------------------------- -------------- --------------- -------------- --------------- --------------

The risks described above collectively form the expected overall risk profile, respectively, of each Fund and can
affect the value of a Fund's investments, its investment performance and its prices per share. Particular
investments and investment strategies also have risks. These risks mean that you can lose money by investing in
either Fund. When you redeem your shares, they may be worth more or less than what you paid for them. There is no
assurance that either Fund will achieve its investment objective.
Other Investment Strategies
To seek its objective, each Fund may also use the investment techniques and strategies described below.  The
Funds might not always use all of the different types of techniques and investments described below.  These
techniques have risks, although some are designed to help reduce overall investment or market risks.
Other Equity Securities. While each Fund emphasizes investments in common stocks, both Funds can also buy
preferred stocks and securities convertible into common stock.  These securities can be issued by domestic or
foreign companies. The Manager considers some convertible securities to be "equity equivalents" because of the
conversion feature and in that case their credit rating has less impact on the investment decision than in the
case of other debt securities.
Convertible securities are rated by nationally recognized statistical rating organizations such as Moody's
Investors Service or are given comparable ratings by the Manager. "Investment grade" securities are debt
securities in the four highest ratings categories of ratings organizations or unrated securities assigned a
comparable rating by the Manager. Lower- grade securities may be subject to greater market fluctuations and risks
of loss of income and principal and have less liquidity than investments in investment-grade securities. Debt
securities are subject to credit risk (the risk that the issuer will not make timely payments of interest and
principal) and interest rate risk (the risk that the value of the security will fall if interest rates rise).
Illiquid and Restricted Securities. Capital Appreciation Fund will not invest more than 10% of its net assets in
illiquid or restricted securities.  The Board can increase that limit to 15%.  Enterprise Fund will not invest
more than 15%.  Investments may be illiquid because they do not have an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable price. Restricted securities may have terms
that limit their resale to other investors or may require registration under applicable securities laws before
they may be sold publicly.
Certain restricted securities held by a fund that are eligible for resale to qualified institutional purchasers
may not be subject to that Fund's respective investment limit.  The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to maintain adequate liquidity.
Derivative Investments. Both Funds can invest in a number of different kinds of "derivative" investments. In
general terms, a derivative investment is an investment contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index. In the broadest sense, options, futures contracts, and
other hedging instruments each Fund might use may be considered "derivative" investments. Derivatives may
increase the volatility of the Fund's share prices or cause investment losses.
In addition to using derivatives for hedging, Capital Appreciation Fund might use other derivative investments
because they offer the potential for increased value. The Fund currently does not use derivatives to a
significant degree and is not required to use them in seeking its objective.
Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, a Fund can lose
money on the investment. The underlying security or investment on which a derivative is based, and the derivative
itself, may not perform the way the Manager expected it to. As a result of these risks a Fund could realize less
principal or income from the investment than expected or its hedge might be unsuccessful. As a result, a Fund's
share prices could fall. Certain derivative investments held by a Fund might be illiquid.
Hedging.  Both Funds can buy and sell certain kinds of futures contracts, put and call options, and forward
contracts for "hedging" purposes.  Neither Fund intends to use these instruments extensively and is not required
to do so to seek its objective or for speculative purposes. It has limits on the extent of its use of hedging and
the types of hedging instruments that it can use.
Some of these strategies could be used to hedge a Fund's portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, could tend to increase a Funds' exposure to the securities
market.
There are also special risks in particular hedging strategies. Options trading involves the payment of premiums,
can increase portfolio turnover, and can have special tax effects on a Fund. If the Manager used a hedging
instrument at the wrong time or judged market conditions incorrectly, the strategy could reduce a Fund's return.
A Fund could also experience losses if the prices of its futures and options positions were not correlated with
its other investments or if it could not close out a position because of an illiquid market.
Loans of Portfolio Securities.  Capital Appreciation Fund may make loans of its portfolio securities, in each
case with a value not to exceed 25% of its net assets, in accordance with Securities Lending Guidelines adopted
by the Board.  Capital Appreciation Fund has entered into a securities lending agreement with JP Morgan Chase for
that purpose. Enterprise Fund currently does not participate in that securities lending agreement.
Under the JPMorgan Chase agreement, Capital Appreciation Fund's portfolio securities may be loaned to brokers,
dealers and financial institutions, provided that such loans comply with the collateralization and other
requirements of the securities lending agreement, the Securities Lending Guidelines and applicable government
regulations.  JP Morgan Chase has agreed to bear the risk that a borrower may default on its obligation to return
loaned securities.  However, the Fund will be responsible for risks associated with the investment of cash
collateral, including the risk of a default by the issuer of a security in which cash collateral has been
invested. If that occurs, the Fund may incur additional costs in seeking to obtain the collateral or may lose the
amount of the collateral investment. The Fund may also lose money if the value of the cash collateral decreases.
Investments in Oppenheimer Institutional Money Market Fund. Both Funds can invest their free cash balances in the
Class E shares of Oppenheimer Institutional Money Market Fund, to seek current income while preserving liquidity.
The Oppenheimer Institutional Money Market Fund is a registered open-end management investment company, regulated
as a money market fund under the Investment Company Act of 1940. It invests in a variety of short-term,
high-quality, dollar-denominated money market instruments issued by the U.S. government, domestic and foreign
corporations and financial institutions, and other entities. As a shareholder, a Fund will be subject to its
proportional share of the Oppenheimer Institutional Money Market Fund's Class E expenses, including its advisory
fee.  However, the Manager will waive a portion of a Fund's advisory fee to the extent of the Fund's share of the
advisory fee paid by the Oppenheimer Institutional Money Market Fund.
Temporary Defensive and Interim Investments. In times of unstable or adverse market, economic or political
conditions, each Fund can invest up to 100% of its assets in temporary investments that may be inconsistent with
the Fund's principal investment strategies. Generally they would be cash equivalents (such as commercial paper),
money market instruments, short-term debt securities, U.S. government securities, or repurchase agreements. The
Fund could also hold these types of securities pending the investment of proceeds from the sale of Fund shares or
portfolio securities or to meet anticipated redemptions of Fund shares. To the extent the Fund invests
defensively in these securities, it might not achieve its investment objective of capital appreciation.
Investing in Special Situations. At times the Enterprise Fund might use aggressive investment techniques, seeking
to benefit from what the portfolio manager perceives to be special situations. These may be mergers,
reorganizations or other unusual events expected to affect a particular issuer. However, there is a risk that the
change or event might not occur, which could have a negative impact on the price of the security. The Fund's
investment might not produce the expected gains or could incur a loss for the portfolio. Capital Appreciation
Fund has no such express provision for investing in special situations.


                                       INFORMATION ABOUT THE REORGANIZATION

         This is only a  summary  of the  Reorganization  Agreement.  You  should  read the form of  Reorganization
Agreement, which is attached as Exhibit A.

How will the Reorganization be carried out?

         If the shareholders of Enterprise Fund approve the Reorganization Agreement, the Reorganization will
take place after various conditions are satisfied by Enterprise Fund and Capital Appreciation Fund, including
delivery of certain documents. The Closing Date is presently scheduled for on or about December 7, 2007 and the
"Valuation Date" (which is the business day preceding the Closing Date of the Reorganization) is presently
scheduled for on or about December 6, 2007.

         If the shareholders of Enterprise Fund vote to approve the Reorganization Agreement, substantially all
of the assets of Enterprise Fund will be transferred to Capital Appreciation Fund in exchange for shares of
Capital Appreciation Fund, and you will receive Class A, Class B, Class C, Class N or Class Y shares of Capital
Appreciation Fund equal in value to the value as of the Valuation Date of your shares of Enterprise Fund.
Enterprise Fund will then be liquidated and its outstanding shares will be cancelled. The stock transfer books of
Enterprise Fund will be permanently closed at the close of business on the Valuation Date.

         Shareholders of Enterprise Fund who vote their Class A, Class B, Class C, Class N and Class Y shares in
favor of the Reorganization will be electing in effect to redeem their shares of Enterprise Fund at net asset
value on the Valuation Date, after Enterprise Fund subtracts a cash reserve ("Cash Reserve"), and reinvest the
proceeds in Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund at net asset
value. The Cash Reserve is an amount retained by Enterprise Fund for the payment of Enterprise Fund's outstanding
debts, taxes and expenses of liquidation following the Reorganization.  Capital Appreciation Fund is not assuming
any debts of Enterprise Fund except debts for unsettled securities transactions and outstanding dividend and
redemption checks. Any debts paid out of the Cash Reserve will be those debts, taxes or expenses of liquidation
incurred by Enterprise Fund on or before the Closing Date. Enterprise Fund will recognize capital gains or losses
on any sales of portfolio securities made prior to the Reorganization. The sales of portfolio securities
contemplated in the Reorganization are anticipated to be in the ordinary course of business of Enterprise Fund's
activities.  Following the Reorganization, Enterprise Fund shall take all necessary steps to complete its
liquidation and affect a complete dissolution of the Fund.

         Under the Reorganization Agreement, either Enterprise Fund or Capital Appreciation Fund may abandon and
terminate the Reorganization Agreement for any reason and there shall be no liability for damages or other
recourse available to the other Fund, provided, however, that in the event that one of the Funds terminates the
Reorganization Agreement without reasonable cause, it shall, upon demand, reimburse the other Fund for all
expenses, including reasonable out-of-pocket expenses and fees incurred in connection with the Reorganization
Agreement.

         To the extent permitted by law, the Funds may agree to amend the Reorganization Agreement without
shareholder approval. They may also agree to terminate and abandon the Reorganization at any time before or, to
the extent permitted by law, after the approval of shareholders of Enterprise Fund.

Who will pay the expenses of the Reorganization?


Each Fund will be  responsible  for its  respective  out-of-pocket  expenses  associated  with the  Reorganization,
including  outside legal and accounting fees, and shareholder  communication  costs. OFI has estimated total merger
related costs to be  approximately  $79,500 for Enterprise Fund and $20,000 for Capital  Appreciation  Fund. Due to
the relatively  moderate cost of the  Reorganization,  OFI does not anticipate  that either Fund will  experience a
dilution as a result of the proposed Reorganization.


What are the tax consequences of the Reorganization?

         The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes
under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended. Based on certain assumptions and
representations received from Enterprise Fund and Capital Appreciation Fund, it is expected to be the opinion of
Mayer, Brown, Rowe & Maw LLP ("tax opinion") that; (i) shareholders of Enterprise Fund should not recognize any
gain or loss for federal income tax purposes as a result of the exchange of their shares for shares of Capital
Appreciation Fund; (ii) shareholders of Capital Appreciation Fund should not recognize any gain or loss upon
receipt of Enterprise Fund's assets (iii) and the holding period of Capital Appreciation Fund shares received in
that exchange should include the period that Enterprise Fund shares were held (provided such shares were held as
a capital asset on the Closing Date).  In addition, neither Fund is expected to recognize a gain or loss as a
direct result of the Reorganization.  Please see the Agreement and Plan of Reorganization for more details.

         If the tax opinion is not received by the Closing Date, the Fund may still pursue the Reorganization,
pending re-solicitation of shareholders and shareholder approval which would delay the reorganization by several
months. Although not likely, in the event the tax opinion is not received, Reorganization may not qualify as a
tax-free reorganization.

         Prior to the Valuation Date, Enterprise Fund may pay a dividend which will have the effect of
distributing to Enterprise Fund's shareholders all of Enterprise Fund's investment company taxable income, if
any, for taxable years ending on or prior to the Closing Date (computed without regard to any deduction for
dividends paid) and all of its net capital gains, if any, realized in taxable years ending on or prior to the
Closing Date (after reduction for any available capital loss carry-forward). As of Enterprise Fund's fiscal year
ended August 31, 2006, the Fund had $344,610,823 of net capital loss carry-forward available to offset any
realized capital gains and thereby reduce the capital gains distributions. Any such dividends will be included in
the taxable income of Enterprise Fund's shareholders as ordinary income and capital gain, respectively.

         You will continue to be responsible for tracking the purchase cost and holding period of your shares and
should consult your tax adviser regarding the effect, if any, of the Reorganization in light of your individual
circumstances. You should also consult your tax adviser as to state and local and other tax consequences, if any,
of the Reorganization because this discussion only relates to anticipated federal income tax consequences.



                                          REASONS FOR THE REORGANIZATION

Board Considerations

         At a meeting of the Boards of Trustees of Enterprise Fund and Capital Appreciation Fund held May 17,
2007, the Board considered whether to approve the proposed Reorganization on behalf of each Fund and reviewed and
discussed with the Manager and the Boards' independent legal counsel the proposed Reorganization.  Information
with respect to, among other things, each Fund's respective investment objective and policies, management fees,
distribution fees and other operating expenses, historical performance and asset size also was considered by the
Board.

The Board received information that demonstrated that from 2000 to 2006 the assets of Enterprise Fund decreased
significantly from over $1 billion to approximately $220 million.  The Board also considered that the Manager
does not believe that the assets of the Fund will increase significantly from any sales efforts given the Fund's
poor long-term performance. The Board also considered that there are other similar funds in the market place with
significantly better performance records.

The Board also considered the relative small size of Enterprise Fund and the Manager's view that
the corresponding management fee for Enterprise Fund is high because the Fund has not reached many of its
management breakpoints.  The Board considered the Manager's expectation that by merging Enterprise Fund into
Capital Appreciation Fund, shareholders of Enterprise Fund would benefit from significantly reduced fees and
expenses.



         The Board considered that the procedures for purchases and exchanges of shares of both Funds are
substantially similar and that both Funds offer the same investor services and options.

         The Board also  considered the terms and conditions of the  Reorganization,  including that there would be
no sales charge imposed in effecting the  Reorganization  and that the  Reorganization is expected to be a tax-free
reorganization.  The Board  concluded that  Enterprise  Fund's  participation  in the  transaction  was in the best
interests  of  Enterprise  Fund and that the  Reorganization  would not result in a dilution  of the  interests  of
existing shareholders of Enterprise Fund.

         After consideration of the above factors, other considerations, and such information as the Board of
Enterprise Fund deemed relevant, the Board, including the Trustees who are not "interested persons" (as defined in
the Investment Company Act) of Capital Appreciation Fund, Enterprise Fund or the Manager (the "Independent
Trustees"), unanimously approved the Reorganization and the Reorganization Agreement and voted to recommend its
approval by the shareholders of Enterprise Fund.

         The Board also determined that the Reorganization was in the best interests of Capital Appreciation Fund
and its shareholders and that no dilution would result to those shareholders.  Capital Appreciation Fund
shareholders do not vote on the Reorganization.  The Board on behalf of Capital Appreciation Fund, including the
Independent Trustees, unanimously approved the Reorganization and the Reorganization Agreement.

         Neither Fund's Board members are required to attend the meeting nor do they plan to attend the meeting.

         For the reasons discussed above, the Board, on behalf of Enterprise Fund, recommends that you vote FOR
the Reorganization Agreement. If shareholders of Enterprise Fund do not approve the Reorganization Agreement, the
Reorganization will not take place.

What should I know about Class A, Class B, Class C, Class N and Class Y Shares of Capital Appreciation Fund?

         Upon consummation of the Reorganization, Class A, Class B, Class C, Class N, and Class Y shares of
Capital Appreciation Fund will be distributed to shareholders of Class A, Class B, Class C, Class N and Class Y
shares of Enterprise Fund, respectively, in connection with the Reorganization. The shares of Capital
Appreciation Fund will be recorded electronically in each shareholder's account. Capital Appreciation Fund will
then send a confirmation to each shareholder. Shareholders of Enterprise Fund holding certificates representing
their shares will not be required to surrender their certificates in connection with the Reorganization. However,
former shareholders of Enterprise Fund whose shares are represented by outstanding share certificates will not be
allowed to redeem or exchange shares of Capital Appreciation Fund they receive in the Reorganization until the
exchanged Enterprise Fund certificates have been returned to the Transfer Agent.

         The rights of shareholders of both Funds are substantially the same as are their governing documents.
Each share will be fully paid and non-assessable when issued. Capital Appreciation Fund's Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability for the Fund's obligations, and provides for
indemnification of any loss and expenses out of its property for any shareholder held personally liable for its
obligations. Neither Fund permits cumulative voting.

WHAT ARE THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS?

         Both Enterprise Fund and Capital Appreciation Fund have certain additional fundamental investment
restrictions that can only be changed with shareholder approval. Generally, these investment restrictions are
similar between the Funds.  Please see the Statements of Additional Information for each Fund for descriptions of
those investment restrictions, which are incorporated by reference into the Statement of Additional Information
dated September 21, 2007 related to this Reorganization.

OTHER COMPARISONS BETWEEN THE FUNDS

         The description of certain other key features of the Funds is set forth below.  More detailed
information is available in each Fund's Prospectus and Statement of Additional Information, which are
incorporated by reference.

Management of the Funds

         Each Fund is governed by the same Board of Trustees, which is responsible for protecting the interests
of each Fund's shareholders under Massachusetts law and other applicable laws.  For a listing of the Capital
Appreciation Fund's Board of Trustees and biographical information, please refer to the Statement of Additional
Information to this Prospectus and Proxy Statement, which is incorporated by reference into the Statement of
Additional Information dated September 21, 2007 related to this Reorganization.

Investment Management and Fees

         The day-to-day management of the business and affairs of each Fund is the responsibility of the
Manager.  Pursuant to each Fund's investment advisory agreement, the Manager acts as the investment adviser for
both Funds, manages the assets of both Funds and makes each Fund's investment decisions.  The Manager employs the
Funds' portfolio managers. Enterprise Fund's portfolio is managed by Alan Gilston, who is primarily responsible
for the day-to-day management of the Fund's investments.  Capital Appreciation fund's portfolio is managed by
Marc L. Baylin, CFA, who is primarily responsible for the day-to-day management of the Fund's investments.

         Both Funds obtain investment management services from the Manager according to the terms of management
agreements that are substantially similar. The advisory agreements require the Manager, at its expense, to
provide each Fund with adequate office space, facilities and equipment. The agreements also require the Manager
to provide and supervise the activities of all administrative and clerical personnel required to provide
effective administration for the Funds. Those responsibilities include the compilation and maintenance of records
with respect to their operations, the preparation and filing of specified reports, and composition of proxy
materials and registration statements for continuous public sale of shares of the Funds.

         Each Fund pays expenses not expressly assumed by the Manager under the advisory agreement. The advisory
agreements list examples of expenses paid by each Fund. The major categories relate to interest, taxes, brokerage
commissions, fees to Independent Trustees, legal and audit expenses, custodian bank and transfer agent expenses,
share issuance costs, certain printing and registration costs, and non-recurring expenses, including litigation
costs.

         Both investment advisory agreements generally provide that in the absence of willful misfeasance, bad
faith, gross negligence in the performance of its duties or reckless disregard of its obligations and duties
under the investment advisory agreement, the Manager is not liable for any loss sustained by reason of good faith
errors or omissions in connection with any matters to which the agreement(s) relate.

         The Manager is controlled by Oppenheimer Acquisition Corp., a holding company owned in part by senior
officers of the Manager and ultimately controlled by Massachusetts Mutual Life Insurance Company, a mutual life
insurance company that also advises pension plans and investment companies. The Manager has been an investment
adviser since January 1960. The Manager (including subsidiaries and an affiliate) managed more than $250 billion
in assets as of June 30, 2007, including other Oppenheimer funds with more than 6 million shareholder accounts.
The Manager is located at 225 Liberty Street, 11th Floor, New York, New York 10281-1008.


         Fee and Expense Comparison (Class A Shares).  Capital Appreciation Fund offers a significantly more
favorable advisory fee and overall expense ratio than Enterprise Fund due to its size.

         The table below shows the current contractual management fee schedule for each of the Funds.  As shown
in the table, the effective management fee for Capital Appreciation Fund is 0.57%, versus 0.75% for Enterprise
Fund. Additionally, the management fees for Capital Appreciation Fund are significantly lower than the management
fees for Enterprise Fund both on a contractual basis as well.  Capital Appreciation Fund's fee schedule would be
the fee schedule for the combined Funds upon successful completion of the Reorganization.


         ------------------------------------------ -------------------------------------------
                      Enterprise Fund                       Capital Appreciation Fund
         ------------------------------------------ -------------------------------------------
         -------------------- --------------------- ------------------- -----------------------
            Assets (in $              Fee              Assets (in $              Fee
             millions of                               millions of
         average annual net                           average annual
               assets)                                 net assets)
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
              Up to 200              0.75%              Up to 200               0.75%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
              200 - 400              0.72%              200 - 400               0.72%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
              400 - 600              0.69%              400 - 600               0.69%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
              600 - 800              0.66%              600 - 800               0.66%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
             800 - 1,500             0.60%             800 - 1,500              0.60%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
             Over 1,500              0.58%             1,500-2,500              0.58%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
                                                       2,500-4,500              0.56%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
                                                       4,500-6,500              0.54%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
                                                       6,500-8,500              0.52%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
                                                       8,500-11,000             0.50%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
                                                       Over 11,000              0.48%
         -------------------- --------------------- ------------------- -----------------------
         -------------------- --------------------- ------------------- -----------------------
          Effective Fee (as                         Effective Fee (as
             of 6/30/07)             0.75%             of 6/30/07)              0.57%
         -------------------- --------------------- ------------------- -----------------------

Distribution Services

         OppenheimerFunds Distributor, Inc. (the "Distributor") acts as the principal underwriter in a continuous
public offering of shares of the Funds, but is not obligated to sell a specific number of shares.  Both Funds
have adopted Service Plans for Class A shares.  The plans reimburse the Distributor for a portion of its costs
incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual
rate of up to 0.25% of the average annual net assets of Class A shares of each Fund. The Distributor currently
uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing
personal service and maintenance of accounts of their customers that hold Class A shares.

Both Funds have adopted Distribution and Service Plans for Class B, Class C and Class N shares to pay the
Distributor for its services and costs in distributing Class B, Class C and Class N shares and servicing
accounts. Under each Fund's plan, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on
Class B and Class C shares and 0.25% on Class N shares. The Distributor also receives a service fee of 0.25% per
year under the Class B, Class C and Class N plans.

The asset-based sales charge and service fees increase Class B and Class C expenses by 1.0% and increase Class N
expenses by 0.50% of the net assets per year of the respective class. Because these fees are paid out of each
Fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost
you more than other types of sales charges.

The Distributor uses the service fees to compensate dealers for providing personal services for accounts that
hold Class B, Class C or Class N shares. The Distributor normally pays the 0.25% service fees to dealers in
advance for the first year after the shares are sold by the dealer. After the shares have been held for a year,
the Distributor pays the service fees to dealers periodically.

The Manager and the Distributor, in their discretion, also may pay dealers or other financial intermediaries and
service providers for distribution and/or shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits derived from the advisory fees the
Manager receives from a Fund. These cash payments, which may be substantial, are paid to many firms having
business relationships with the Manager and Distributor. These payments are in addition to any distribution fees,
servicing fees, or transfer agency fees paid directly or indirectly by the Fund to these financial intermediaries
and any commissions the Distributor pays to these firms out of the sales charges paid by investors. These
payments by the Manager or Distributor from their own resources are not reflected in the Fee Tables contained in
the Prospectus and Proxy Statement because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell shares of the Funds to their clients, or provide
shareholder services to the Funds, or both, and receive compensation for doing so. Your securities dealer or
financial adviser, for example, is a financial intermediary, and there are other types of financial
intermediaries that receive payments relating to the sale or servicing of the Fund's shares. In addition to
dealers, the financial intermediaries that may receive payments include sponsors of fund "supermarkets," sponsors
of fee-based advisory or wrap fee programs, sponsors of college and retirement savings programs, banks and trust
companies offering products that hold Fund shares, and insurance companies that offer variable annuity or
variable life insurance products.

       In general, these payments to financial intermediaries can be categorized as "distribution-related" or
"servicing" payments. Payments for distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made on the basis of the sales of shares
attributable to that dealer, the average net assets of a Fund and other Oppenheimer funds attributable to the
accounts of that dealer and its clients, negotiated lump sum payments for distribution services provided, or
sales support fees. In some circumstances, revenue sharing payments may create an incentive for a dealer or
financial intermediary or its representatives to recommend or offer shares of a Fund or other Oppenheimer funds
to its customers. These payments also may give an intermediary an incentive to cooperate with the Distributor's
marketing efforts. A revenue sharing payment may, for example, qualify a Fund for preferred status with the
intermediary receiving the payment or provide representatives of the Distributor with access to representatives
of the intermediary's sales force, in some cases on a preferential basis over funds of competitors. Additionally,
as firm support, the Manager or Distributor may reimburse expenses related to educational seminars and "due
diligence" or training meetings (to the extent permitted by applicable laws or the rules of the NASD) designed to
increase sales representatives' awareness about Oppenheimer funds, including travel and lodging expenditures.
However, the Manager does not consider a financial intermediary's sale of shares of the Funds or other
Oppenheimer funds when selecting brokers or dealers to effect portfolio transactions for the funds.

       Various factors are used to determine whether to make revenue sharing payments. Possible considerations
include, without limitation, the types of services provided by the intermediary, sales of Fund shares, the
redemption rates on accounts of clients of the intermediary or overall asset levels of Oppenheimer funds held for
or by clients of the intermediary, the willingness of the intermediary to allow the Distributor to provide
educational and training support for the intermediary's sales personnel relating to the Oppenheimer funds, the
availability of the Oppenheimer funds on the intermediary's sales system, as well as the overall quality of the
services provided by the intermediary and the Manager or Distributor's relationship with the intermediary. The
Manager and Distributor have adopted guidelines for assessing and implementing each prospective revenue sharing
arrangement. To the extent that financial intermediaries receiving distribution-related payments from the Manager
or Distributor sell more shares of the Oppenheimer funds or retain more shares of the funds in their client
accounts, the Manager and Distributor benefit from the incremental management and other fees they receive with
respect to those assets.

       Payments may also be made by the Manager, the Distributor or the Transfer Agent to financial
intermediaries to compensate or reimburse them for administrative or other client services provided such as
sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or
sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to the distribution of Fund shares
through the intermediary. Firms that may receive servicing fees include retirement plan administrators, qualified
tuition program sponsors, banks and trust companies, and others. These fees may be used by the service provider
to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as
retirement plans.

         Each Fund's Statement of Additional Information contains more information about revenue sharing and
service payments made by the Manager or the Distributor. Your dealer may charge you fees or commissions in
addition to those disclosed in this combined prospectus and proxy statement.

Transfer Agency and Custody Services

         Both Funds receive shareholder accounting and other clerical services from OppenheimerFunds Services, a
division of the Manager, in its capacity as transfer agent and dividend paying agent. It acts on an annual
per-account fee basis for both Funds. The terms of the transfer agency agreement for both Funds, and of a
voluntary undertaking to limit transfer agent fees (to 0.35% of average daily net assets per fiscal year for each
class of both Funds) are substantially similar.  JP Morgan Chase Bank, located at 4 Chase Metro Tech Center,
Brooklyn, NY 11245, acts as custodian of Capital Appreciation Fund.  Brown Brothers Harriman & Co., located at 40
Water Street, Boston, MA  02109-3661 acts as custodian of Enterprise Fund.  Prior to May 11, 2007, Citibank, N.A.
served as the custodian for Enterprise Fund.

Shareholder Rights

         Both Funds are Massachusetts business trusts. The Funds are not required to, and do not, hold annual
meetings of shareholders and have no current intention to hold such meetings, except as required by the
Investment Company Act.

         Under the Investment Company Act, the Funds are required to hold a shareholder meeting if, among other
reasons, the numbers of Trustees elected by shareholders is less than a majority of the total number of Trustees,
or if they seek to change a fundamental investment policy. The Trustees of Capital Appreciation Fund 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. If the Trustees receive a request from at least 10 shareholders 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. The shareholders making the request must have been shareholders for at
least six months and must hold shares of the Fund valued at $25,000 or more or constituting at least 1% of the
Fund's outstanding shares. The Trustees may also take other action as permitted by the Investment Company Act.

                                                VOTING INFORMATION

How do I vote?

         Please take a few moments to complete your proxy ballot promptly. You may vote your shares by completing
and signing the enclosed proxy ballot(s) and mailing the proxy ballot(s) in the postage paid envelope provided.
You also may vote your shares by telephone or via the internet by following the instructions on the attached
proxy ballot(s) and accompanying materials.  You may cast your vote by attending the Meeting in person if you are
a record owner.

         If you need assistance, have any questions regarding the Proposal or need a replacement proxy ballot,
you may contact us toll-free at 1-800-225-5677 (1-800-CALL-OPP).  Any proxy given by a shareholder, whether in
writing, by telephone or via the internet, is revocable as described below under the paragraph titled "Revoking a
Proxy".

         If you simply sign and date the proxy but give no voting instructions, your shares will be voted in
favor of the Reorganization Agreement.

o        Telephone Voting.  Please have the proxy ballot available and call the number on the enclosed materials
         and follow the instructions.  After you provide your voting instructions, those instructions will be
         read back to you and you must confirm your voting instructions before ending the telephone call.  The
         voting procedures used in connection with telephone voting are designed to reasonably authenticate the
         identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance
         with their instructions and to confirm that their instructions have been properly recorded.

         As the Meeting date approaches, certain shareholders may receive telephone calls from a representative
         of the solicitation firm (if applicable) if their vote has not yet been received.  Authorization to
         permit the solicitation firm to execute proxies may be obtained by telephonic instructions from
         shareholders of Enterprise Fund.  Proxies that are obtained telephonically will be recorded in
         accordance with the procedures discussed herein.  These procedures have been designed to reasonably
         ensure that the identity of the shareholder providing voting instructions is accurately determined and
         that the voting instructions of the shareholder are accurately recorded.

         In all cases where a telephonic proxy is solicited, the solicitation firm representative is required to
         ask for each shareholder's full name, address, title (if the shareholder is authorized to act on behalf
         of an entity, such as a corporation) and to confirm that the shareholder has received the Proxy
         Statement and ballot.  If the information solicited agrees with the information provided to the
         solicitation firm, the solicitation firm representative has the responsibility to explain the process,
         read the proposal listed on the proxy ballot, and ask for the shareholder's instructions on such
         proposal.  The solicitation firm representative, although he or she is permitted to answer questions
         about the process, is not permitted to recommend to the shareholder how to vote.  The solicitation firm
         representative may read any recommendation set forth in the Proxy Statement.  The solicitation firm
         representative will record the shareholder's instructions.  Within 72 hours, the shareholder will be
         sent a confirmation of his or her vote asking the shareholder to call the solicitation firm immediately
         if his or her instructions are not correctly reflected in the confirmation.  For additional information,
         see also the section below titled "Solicitation of Proxies".

o        Internet Voting. You also may vote over the Internet by following the instructions in the enclosed
         materials.  You will be prompted to enter the control number on the enclosed proxy ballot. Follow the
         instructions on the screen, using your proxy ballot as a guide.

Who is entitled to vote and how are votes counted?

         Shareholders of record of Enterprise Fund at the close of business on July 10, 2007 (the "Record Date")
will be entitled to vote at the Meeting. On July 10, 2007, there were 14,706,880.047 outstanding shares of
Enterprise Fund, consisting of 7,287,571.529 Class A shares, 2,142,219.036 Class B shares, 1,252,495.932 Class C
shares, 3,327,479.345 Class N shares and 697,114.205 Class Y shares.  Each shareholder will be entitled to one
vote for each full share, and a fractional vote for each fractional share of Enterprise Fund held on the Record
Date.

         The individuals named as proxies on the proxy ballots (or their substitutes) will vote according to your
directions if your proxy ballot is received and properly executed, or in accordance with the instructions you
provide if you vote by telephone, internet or mail.  You may direct the proxy holders to vote your shares on the
proposal by checking the appropriate box "FOR" or "AGAINST", or instruct them not to vote those shares on the
proposal by checking the "ABSTAIN" box.

Quorum and Required Vote

The presence in person or by proxy of a majority of Enterprise Fund's shares outstanding and entitled to vote
constitutes a quorum. Shares whose proxies reflect an abstention on the proposal are counted as shares present
and entitled to vote for purposes of determining whether the required quorum of shares exists for the Proposal.
However, because of the need to obtain a vote of a majority of the shares outstanding and entitled to vote,
abstentions will have the same effect as a vote "against" the Proposal.  In the absence of a quorum, the
shareholders present or represented by proxy and entitled to vote thereat have the power to adjourn the meeting
from time to time but no longer than six months from the date of the meeting without further notice.

         The affirmative vote of the holders of a majority (as that term is defined in the Investment Company Act
of 1940) of Enterprise Fund's shares outstanding and entitled to vote constitutes a quorum of the shares of
Enterprise Fund outstanding and entitled to vote is necessary to approve the Reorganization Agreement and the
transactions contemplated thereby. Under the Investment Company Act, such a "majority" vote is defined as the
vote of the holders of the lesser of 67% or more of the shares present or represented by proxy at a shareholder
meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or more
than 50% of the outstanding shares. Capital Appreciation Fund shareholders do not vote on the Reorganization.

         In absence of a quorum or if a quorum is present but sufficient votes to approve the Proposal are not
received by the date of the Meeting, the persons named in the enclosed proxy (or their substitutes) may propose
and approve one or more adjournments of the Meeting to permit further solicitation of proxies.  All such
adjournments will require the affirmative vote of a majority of the shares present in person or by proxy at the
session of the Meeting to be adjourned.  The persons named as proxies on the proxy ballots (or their substitutes)
will vote the Shares present in person or by proxy (including broker non-votes and abstentions) in favor of such
an adjournment if they determine additional solicitation is warranted and in the interests of the Fund's
shareholders.

Solicitation of Proxies

         Broker-dealer firms, banks, custodians, nominees and other fiduciaries may be required to forward
soliciting material to the beneficial owners of the shares of record on behalf of Enterprise Fund and to obtain
authorization for the execution of proxies.  For those services, they will be reimbursed by the Enterprise Fund
for their reasonable expenses incurred in connection with the proxy solicitation to the extent the Fund would
have directly borne those expenses.

         In addition to solicitations by mail, solicitations may be conducted by telephone or email including by
a proxy solicitation firm hired at Enterprise Fund's expense. It is expected that a proxy solicitation firm will
be hired.  It is estimated that the cost to Enterprise Fund of engaging a proxy solicitation firm would not
exceed $34,200 plus any additional costs which would be incurred in connection with contacting those shareholders
who have not voted, in the event of a need for re-solicitation of votes.  These costs are included in the
estimated total merger related costs discussed earlier. Currently, if the Manager determines to retain the
services of a proxy solicitation firm on behalf of the Fund, the Manager anticipates retaining The Altman Group,
Inc.  Any proxy solicitation firm engaged by the Fund, among other things, will be: (i) required to maintain the
confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder
information to any third party; and (iii) required to comply with applicable telemarketing laws.

o        Voting By Broker-Dealers.  Shares owned of record by broker-dealers (or record owners) for the benefit
         of their customers ("street account shares") will be voted by the broker-dealer based on instructions
         received from its customers. If no instructions are received, the broker-dealer does not have
         discretionary power ("broker non-vote") to vote such street account shares on the Proposal under
         applicable stock exchange rules.  Broker non-votes will not be counted as present nor entitled to vote
         for purposes of determining a quorum nor will they be counted as votes "for" or "against" the Proposal.
         Beneficial owners of street account shares cannot vote at the meeting.  Only record owners may vote at
         the meeting.

o        Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.  Shares held in
         OppenheimerFunds-sponsored retirement accounts for which votes are not received as of the last business
         day before the Meeting Date, will be voted by the trustee for such accounts in the same proportion as
         Shares for which voting instructions from the Fund's other shareholders have been timely received.

Revoking a Proxy

         You may revoke a previously granted proxy at any time before it is exercised by: (1) delivering a
written notice to the Fund expressly revoking your proxy, (2) signing and sending to the Fund a later-dated
proxy, (3) telephone or internet or (4) attending the Meeting and casting your votes in person if you are a
record owner. Please be advised that the deadline for revoking your proxy by telephone or the internet is 3:00
p.m., Eastern Time, on the last business day before the Meeting.

What other matters will be voted upon at the Meeting?

         The Board of Trustees of Enterprise Fund does not intend to bring any matters before the Meeting other
than those described in this Prospectus and Proxy Statement. Neither the Board nor the Manager is aware of any
other matters to be brought before the Meeting by others. Matters not known at the time of the solicitation may
come before the Meeting.  The proxy as solicited confers discretionary authority with respect to such matters
that might properly come before the Meeting, including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in
accordance with their judgment on such matters.

o        Shareholder Proposals.  The Funds are not required and do not intend to hold shareholder meetings on a
         regular basis.  Special meetings of shareholders may be called from time to time by either a Fund or the
         shareholders (for certain matters and under special conditions described in the Funds' Statements of
         Additional Information).  Under the proxy rules of the SEC, shareholder proposals that meet certain
         conditions may be included in a fund's proxy statement for a particular meeting.  Those rules currently
         require that for future meetings, the shareholder must be a record or beneficial owner of Fund shares
         either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the Fund's
         securities to be voted, at the time the proposal is submitted and for one year prior thereto, and must
         continue to own such shares through the date on which the meeting is held.  Another requirement relates
         to the timely receipt by a Fund of any such proposal. Under those rules, a proposal must have been
         submitted a reasonable time before the Fund began to print and mail this Proxy Statement in order to be
         included in this Proxy Statement.  A proposal submitted for inclusion in a Fund's proxy material for the
         next special meeting after the meeting to which this Proxy Statement relates must be received by the
         Fund a reasonable time before the Fund begins to print and mail the proxy materials for that meeting.
         Notice of shareholder proposals to be presented at the Meeting must have been received within a
         reasonable time before the Fund began to mail this Proxy Statement.  The fact that the Fund receives a
         proposal from a qualified shareholder in a timely manner does not ensure its inclusion in the proxy
         materials because there are other requirements under the proxy rules for such inclusion.

o        Shareholder Communications to the Board.  Shareholders who desire to communicate generally with the
         Board should address their correspondence to the Board of Trustees of the applicable Fund and may submit
         their correspondence by mail to the Fund at 6803 South Tucson Way, Centennial, CO 80112, attention
         Secretary of the Fund; and if the correspondence is intended for a particular Trustee, the shareholder
         should so indicate.

                                           ADDITIONAL INFORMATION ABOUT THE FUNDS

         Both Funds also file proxy materials, proxy voting reports and other information with the SEC in
accordance with the informational requirements of the Securities and Exchange Act of 1934 and the Investment
Company Act. These materials can be inspected and copied at: the SEC's Public Reference Room in Washington, D.C.
(Phone: 1.202.551.8090) or the EDGAR database on the SEC's website at www.sec.gov. Copies may be obtained upon
payment of a duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing
to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

Householding of Reports to Shareholders and Other Funds' Documents

         To avoid sending duplicate copies of materials to households, the Funds mail only one copy of each
report to shareholders having the same last name and address on the Funds' records.  The consolidation of these
mailings, called householding, benefits the Funds through reduced mailing expenses.  If you want to receive
multiple copies of these materials or request householding in the future, you may call the transfer agent at
1.800.647.7374.  You may also notify the transfer agent in writing at 6803 South Tucson Way, Centennial, Colorado
80112.  Individual copies of prospectuses and reports will be sent to you within 30 days after the transfer agent
receives your request to stop householding.

Principal Shareholders

         As of July 10, 2007, the officers and Directors of Enterprise Fund as a group, and of Capital
Appreciation Fund as a group, owned less than 1% of the outstanding voting shares of any class of their
respective Fund. As of July 10, 2007, the only persons who owned of record or were known by Enterprise Fund or
Capital Appreciation Fund to own beneficially 5% or more of any class of the outstanding shares of that
respective Fund are listed in Exhibit B.







[PG NUMBER]

                                          EXHIBITS TO THE COMBINED PROXY
                                             STATEMENT AND PROSPECTUS

Exhibits

A.       Agreement and Plan of Reorganization between Oppenheimer Enterprise Fund and Oppenheimer Capital
         Appreciation Fund

B.       Principal Shareholders

C.       Management's Discussion of Capital Appreciation Fund's Performance










[PG NUMBER]

                                                     A-11
                                                        A-1
                                                                                                          EXHIBIT A

                                       AGREEMENT AND PLAN OF REORGANIZATION

         AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of May 17, 2007 by and between
Oppenheimer Enterprise Fund ("Enterprise Fund"), a Massachusetts business trust and Oppenheimer Capital
Appreciation Fund ("Capital Appreciation Fund"), a Massachusetts business trust.

         WHEREAS, the parties are each open-end investment companies of the management type; and

         WHEREAS, the parties hereto desire to provide for the reorganization pursuant to Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"), of Enterprise Fund through the acquisition by Capital
Appreciation Fund of substantially all of the assets of Enterprise Fund in exchange for the voting shares of
beneficial interest ("shares") of Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation
Fund and the assumption by Capital Appreciation Fund of certain liabilities of Enterprise Fund, which Class A,
Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund are to be distributed by Enterprise
Fund pro rata to its shareholders in complete liquidation of Enterprise Fund and complete cancellation of its
shares;

         NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as
follows:

     1.           The parties hereto hereby adopt this Agreement and Plan of Reorganization (the "Agreement")
pursuant to Section 368(a)(1) of the Code as follows:  The reorganization will be comprised of the acquisition by
Capital Appreciation Fund of substantially all of the assets of Enterprise Fund in exchange for Class A, Class B,
Class C, Class N and Class Y shares of Capital Appreciation Fund and the assumption by Capital Appreciation Fund
of certain liabilities of Enterprise Fund, followed by the distribution of such Class A, Class B, Class C, Class
N and Class Y shares of Capital Appreciation Fund to the Class A, Class B, Class C, Class N and Class Y
shareholders of Enterprise Fund in exchange for their Class A, Class B, Class C, Class N and Class Y shares of
Enterprise Fund, all upon and subject to the terms of the Agreement hereinafter set forth.

         The share transfer books of Enterprise Fund will be permanently closed at the close of business on the
Valuation Date (as hereinafter defined) and only redemption requests received in proper form on or prior to the
close of business on the Valuation Date shall be fulfilled by Enterprise Fund; redemption requests received by
Enterprise Fund after that date shall be treated as requests for the redemption of the shares of Capital
Appreciation Fund to be distributed to the shareholder in question as provided in Section 5 hereof.

     2.  On the Closing Date (as hereinafter defined), all of the assets of Enterprise Fund on that date,
excluding a cash reserve (the "Cash Reserve") to be retained by Enterprise Fund sufficient in its discretion for
the payment of the expenses of Enterprise Fund's dissolution and its liabilities, but not in excess of the amount
contemplated by Section 10E, shall be delivered as provided in Section 8 to Capital Appreciation Fund, in
exchange for and against delivery to Enterprise Fund on the Closing Date of a number of Class A, Class B, Class
C, Class N and Class Y shares of Capital Appreciation Fund, having an aggregate net asset value equal to the
value of the assets of Enterprise Fund so transferred and delivered.

     3.  The net asset value of Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation
Fund and the value of the assets of Enterprise Fund to be transferred shall in each case be determined as of the
close of business of The New York Stock Exchange on the Valuation Date.  The computation of the net asset value
of the Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund and the Class A, Class
B, Class C, Class N and Class Y shares of Enterprise Fund shall be done in the manner used by Capital
Appreciation Fund and Enterprise Fund, respectively, in the computation of such net asset value per share as set
forth in their respective prospectuses.  The methods used by Capital Appreciation Fund in such computation shall
be applied to the valuation of the assets of Enterprise Fund to be transferred to Capital Appreciation Fund.

         Enterprise Fund may declare and pay, immediately prior to the Valuation Date, a dividend or dividends
which, together with all previous such dividends, shall have the effect of distributing to Enterprise Fund's
shareholders all of Enterprise Fund's investment company taxable income for taxable years ending on or prior to
the Closing Date (computed without regard to any dividends paid) and all of its net capital gain, if any,
realized in taxable years ending on or prior to the Closing Date (after reduction for any capital loss
carry-forward).

     4.  The closing (the "Closing") shall be at the offices of OppenheimerFunds, Inc. (the "Agent"), 6803 S.
Tucson Way, Centennial, CO 80112, on such time or such other place as the parties may designate or as provided
below (the "Closing Date").  The business day preceding the Closing Date is herein referred to as the "Valuation
Date."

         In the event that on the Valuation Date either party has, pursuant to the Investment Company Act of
1940, as amended (the "Act"), or any rule, regulation or order thereunder, suspended the redemption of its shares
or postponed payment therefore, the Closing Date shall be postponed until the first business day after the date
when both parties have ceased such suspension or postponement; provided, however, that if such suspension shall
continue for a period of 60 days beyond the Valuation Date, then the other party to the Agreement shall be
permitted to terminate the Agreement without liability to either party for such termination.

     5.           In conjunction with the Closing, Enterprise Fund shall distribute on a pro rata basis to the
shareholders of Enterprise Fund as of the Valuation Date Class A, Class B, Class C, Class N and Class Y shares of
Capital Appreciation Fund received by Enterprise Fund on the Closing Date in exchange for the assets of
Enterprise Fund in complete liquidation of Enterprise Fund.  For the purpose of the distribution by Enterprise
Fund of Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund to Enterprise Fund's
shareholders, Capital Appreciation Fund will promptly cause its transfer agent to: (a) credit an appropriate
number of Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund on the books of
Capital Appreciation Fund to each Class A, Class B, Class C, Class N and Class Y shareholder of Enterprise Fund
in accordance with a list (the "Shareholder List") of Enterprise Fund shareholders received from Enterprise Fund;
and (b) confirm an appropriate number of Class A, Class B, Class C, Class N and Class Y shares of Capital
Appreciation Fund to each Class A, Class B, Class C, Class N and Class Y shareholder of Enterprise Fund.

         The Shareholder List shall indicate, as of the close of business on the Valuation Date, the name and
address of each shareholder of Enterprise Fund, indicating his or her share balance.  Enterprise Fund agrees to
supply the Shareholder List to Capital Appreciation Fund not later than the Closing Date.  Shareholders of
Enterprise Fund holding certificates representing their shares shall not be required to surrender their
certificates to anyone in connection with the reorganization.  After the Closing Date, however, it will be
necessary for such shareholders to surrender their certificates in order to redeem, transfer or pledge the shares
of Capital Appreciation Fund which they received.

     6.  Within one year after the Closing Date, Enterprise Fund shall (a) either pay or make provision for
payment of all of its liabilities and taxes, and (b) either (i) transfer any remaining amount of the Cash Reserve
to Capital Appreciation Fund, if such remaining amount (as reduced by the estimated cost of distributing it to
shareholders) is not material (as defined below) or (ii) distribute such remaining amount to the shareholders of
Enterprise Fund on the Valuation Date.  Such remaining amount shall be deemed to be material if the amount to be
distributed, after deduction of the estimated expenses of the distribution, equals or exceeds one cent per share
of Enterprise Fund outstanding on the Valuation Date.

     7.           Prior to the Closing Date, Enterprise Fund's portfolio shall be analyzed to ensure that the
requisite percentage of Enterprise Fund's portfolio meets Capital Appreciation Fund's investment policies and
restrictions so that, after the Closing, Capital Appreciation Fund will be in compliance with all of its
investment policies and restrictions.  At the Closing, Enterprise Fund shall deliver to Capital Appreciation Fund
two copies of a list setting forth the securities then owned by Enterprise Fund.  Promptly after the Closing,
Enterprise Fund shall provide Capital Appreciation Fund a list setting forth the respective federal income tax
bases thereof.

     8.           Portfolio securities or written evidence acceptable to Capital Appreciation Fund of record
ownership thereof by The Depository Trust Company or through the Federal Reserve Book Entry System or any other
depository approved by Enterprise Fund pursuant to Rule 17f-4 and Rule 17f-5 under the Act shall be endorsed and
delivered, or transferred by appropriate transfer or assignment documents, by Enterprise Fund on the Closing Date
to Capital Appreciation Fund, or at its direction, to its custodian bank, in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the custom of brokers and shall be
accompanied by all necessary state transfer stamps, if any.  The cash delivered shall be in the form of certified
or bank cashiers' checks or by bank wire or intra-bank transfer payable to the order of Capital Appreciation Fund
for the account of Capital Appreciation Fund.  Class A, Class B, Class C, Class N and Class Y shares of Capital
Appreciation Fund representing the number of Class A, Class B, Class C, Class N and Class Y shares of Capital
Appreciation Fund being delivered against the assets of Enterprise Fund, registered in the name of Enterprise
Fund, shall be transferred to Enterprise Fund on the Closing Date.  Such shares shall thereupon be assigned by
Enterprise Fund to its shareholders so that the shares of Capital Appreciation Fund may be distributed as provided
in Section 5.

         If, at the Closing Date, Enterprise Fund is unable to make delivery under this Section 8 to Capital
Appreciation Fund of any of its portfolio securities or cash for the reason that any of such securities purchased
by Enterprise Fund, or the cash proceeds of a sale of portfolio securities, prior to the Closing Date have not
yet been delivered to it or Enterprise Fund's custodian, then the delivery requirements of this Section 8 with
respect to said undelivered securities or cash will be waived and Enterprise Fund will deliver to Capital
Appreciation Fund by or on the Closing Date with respect to said undelivered securities or cash executed copies
of an agreement or agreements of assignment in a form reasonably satisfactory to Capital Appreciation Fund,
together with such other documents, including a due bill or due bills and brokers' confirmation slips as may
reasonably be required by Capital Appreciation Fund.

     9.           Capital Appreciation Fund shall not assume the liabilities (except for portfolio securities
purchased which have not settled and for shareholder redemption and dividend checks outstanding) of Enterprise
Fund, but Enterprise Fund will, nevertheless, use its best efforts to discharge all known liabilities, so far as
may be possible, prior to the Closing Date.  The cost of printing and mailing the proxies and proxy statements
will be borne by Enterprise Fund.  Enterprise Fund and Capital Appreciation Fund will bear the cost of their
respective tax opinion. Any documents such as existing prospectuses or annual reports that are included in that
mailing will be a cost of the Fund issuing the document.  Any other out-of-pocket expenses of Capital
Appreciation Fund and Enterprise Fund associated with this reorganization, including legal, accounting and
transfer agent expenses, will be borne by Enterprise Fund and Capital Appreciation Fund, respectively, in the
amounts so incurred by each.

     10.          The obligations of Capital Appreciation Fund hereunder shall be subject to the following
conditions:

         A.       The Board of Trustees of Enterprise Fund shall have authorized the execution of the Agreement,
and the shareholders of Enterprise Fund shall have approved the Agreement and the transactions contemplated
hereby, and Enterprise Fund shall have furnished to Capital Appreciation Fund copies of resolutions to that
effect certified by the Secretary or the Assistant Secretary of Enterprise Fund; such shareholder approval shall
have been by the affirmative vote required by the Massachusetts Law and its charter documents at a meeting for
which proxies have been solicited by the Proxy Statement and Prospectus (as hereinafter defined).

         B.       Capital Appreciation Fund shall have received an opinion dated as of the Closing Date from
counsel to Enterprise Fund, to the effect that (i) Enterprise Fund is a business trust duly organized, validly
existing and in good standing under the laws of the State of Massachusetts with full corporate powers to carry on
its business as then being conducted and to enter into and perform the Agreement; and (ii) that all action
necessary to make the Agreement, according to its terms, valid, binding and enforceable on Enterprise Fund and to
authorize effectively the transactions contemplated by the Agreement have been taken by Enterprise Fund.
Massachusetts counsel may be relied upon for this opinion.

C.       The representations and warranties of Enterprise Fund contained herein shall be true and correct at and
as of the Closing Date, and Capital Appreciation Fund shall have been furnished with a certificate of the
President, or a Vice President, or the Secretary or the Assistant Secretary or the Treasurer or the Assistant
Treasurer of Enterprise Fund, dated as of the Closing Date, to that effect.

D.       On the Closing Date, Enterprise Fund shall have furnished to Capital Appreciation Fund a certificate of
the Treasurer or Assistant Treasurer of Enterprise Fund as to the amount of the capital loss carry-over and net
unrealized appreciation or depreciation, if any, with respect to Enterprise Fund as of the Closing Date.

         E.       The Cash Reserve shall not exceed 10% of the value of the net assets, nor 30% in value of the
gross assets, of Enterprise Fund at the close of business on the Valuation Date.

F.       A Registration Statement on Form N-14 filed by Capital Appreciation Fund under the Securities Act of
1933, as amended (the "1933 Act"), containing a preliminary form of the Proxy Statement and Prospectus, shall
have become effective under the 1933 Act.

         G.       On the Closing Date, Capital Appreciation Fund shall have received a letter from a senior
officer in the Legal Department of OppenheimerFunds, Inc. acceptable to Capital Appreciation Fund, stating that
nothing has come to his or her attention which in his or her judgment would indicate that as of the Closing Date
there were any material, actual or contingent liabilities of Enterprise Fund arising out of litigation brought
against Enterprise Fund or claims asserted against it, or pending or to the best of his or her knowledge
threatened claims or litigation not reflected in or apparent from the most recent audited financial statements
and footnotes thereto of Enterprise Fund delivered to Capital Appreciation Fund.  Such letter may also include
such additional statements relating to the scope of the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable under the circumstances.

         H.       Capital Appreciation Fund shall have received an opinion, dated as of the Closing Date, of
Mayer, Brown, Rowe and Maw, LLP, to the same effect as the opinion contemplated by Section 11.E. of the Agreement.

I.       Capital Appreciation Fund shall have received at the Closing all of the assets of Enterprise Fund to be
conveyed hereunder, which assets shall be free and clear of all liens, encumbrances, security interests,
restrictions and limitations whatsoever.

     11.          The obligations of Enterprise Fund hereunder shall be subject to the following conditions:

         A.       The Board of Trustees of Capital Appreciation Fund shall have authorized the execution of the
Agreement, and the transactions contemplated thereby, and Capital Appreciation Fund shall have furnished to
Enterprise Fund copies of resolutions to that effect certified by the Secretary or the Assistant Secretary of
Capital Appreciation Fund.

         B.       Enterprise Fund's shareholders shall have approved the Agreement and the transactions
contemplated hereby, by an affirmative vote required by the Massachusetts Law and its charter documents and
Enterprise Fund shall have furnished Capital Appreciation Fund copies of resolutions to that effect certified by
the Secretary or an Assistant Secretary of Enterprise Fund.

         C.       Enterprise Fund shall have received an opinion dated as of the Closing Date from counsel to
Capital Appreciation Fund, to the effect that (i) Capital Appreciation Fund is a business trust duly organized,
validly existing and in good standing under the laws of the Commonwealth of Massachusetts with full powers to
carry on its business as then being conducted and to enter into and perform the Agreement; (ii) all actions
necessary to make the Agreement, according to its terms, valid, binding and enforceable upon Capital Appreciation
Fund and to authorize effectively the transactions contemplated by the Agreement have been taken by Capital
Appreciation Fund, and (iii) the shares of Capital Appreciation Fund to be issued hereunder are duly authorized
and when issued will be validly issued, fully-paid and non-assessable, except as set forth under "Shareholder and
Trustee Liability" in Capital Appreciation Fund's Statement of Additional Information. Massachusetts counsel may
be relied upon for this opinion.

         D.       The representations and warranties of Capital Appreciation Fund contained herein shall be true
and correct at and as of the Closing Date, and Enterprise Fund shall have been furnished with a certificate of
the President, a Vice President or the Secretary or the Assistant Secretary or the Treasurer or the Assistant
Treasurer of the Trust to that effect dated as of the Closing Date.

         E.       Enterprise Fund shall have received and opinion of Mayer, Brown, Rowe & Maw, LLP to the effect
that federal tax consequences of the transaction, if carried out in the manner outlined in the Agreement and in
accordance with (i) Enterprise's representation that there is no plan or intention by any Enterprise Fund
shareholder who owns 5% or more of Enterprise Fund's outstanding shares, and, to Enterprise Fund's best
knowledge, there is no plan or intention on the part of the remaining Enterprise Fund shareholders, to redeem,
sell, exchange or otherwise dispose of a number of Capital Appreciation Fund shares received in the transaction
that would reduce Enterprise Fund shareholders' ownership of Capital Appreciation Fund shares to a number of
shares having a value, as of the Closing Date, of less than 50% of the value of all of the formerly outstanding
Enterprise Fund shares as of the same date, (ii) Enterprise Fund's representation that, as of the Closing Date,
Enterprise Fund should qualify as regulated investment companies and should meet the diversification test of
Section 368(a)(2)(F)(ii) of the Code, will be as follows:

a.       The transactions contemplated by the Agreement should qualify as a tax-free "reorganization" within the
meaning of Section 368(a)(1) of the Code, and under the regulations promulgated thereunder.

b.       Enterprise Fund and Capital Appreciation Fund should each qualify as a "party to a reorganization"
within the meaning of Section 368(b)(2) of the Code.

c.       No gain or loss should be recognized by the shareholders of Enterprise Fund upon the distribution of
Class A, Class B, Class C, Class N and Class Y shares of beneficial interest in Capital Appreciation Fund to the
shareholders of Enterprise Fund pursuant to Section 354 of the Code.

d.       Under Section 361(a) of the Code no gain or loss should be recognized by Enterprise Fund by reason of
the transfer of substantially all its assets in exchange for Class A, Class B, Class C, Class N and Class Y
shares of Capital Appreciation Fund.

e.       Under Section 1032 of the Code no gain or loss should be recognized by Capital Appreciation Fund by
reason of the transfer of substantially all of Enterprise Fund's assets in exchange for Class A, Class B, Class
C, Class N and Class Y shares of Capital Appreciation Fund and Capital Appreciation Fund's assumption of certain
liabilities of Enterprise Fund.

f.       The shareholders of Enterprise Fund should have the same tax basis and holding period for the Class A,
Class B, Class C, Class N and Class Y shares of beneficial interest in Capital Appreciation Fund that they
receive as they had for Enterprise Fund shares that they previously held, pursuant to Section 358(a) and 1223(1),
respectively, of the Code.

g.       The securities transferred by Enterprise Fund to Capital Appreciation Fund should have the same tax
basis and holding period in the hands of Capital Appreciation Fund as they had for Enterprise Fund, pursuant to
Section 362(b) and 1223(1), respectively, of the Code.

         F.   The Cash Reserve shall not exceed 10% of the value of the net assets, nor 30% in value of the gross
assets, of Enterprise Fund at the close of business on the Valuation Date.

         G.   A Registration Statement on Form N-14 filed by Capital Appreciation Fund under the 1933 Act,
containing a preliminary form of the Proxy Statement and Prospectus, shall have become effective under the 1933
Act.

         H.   On the Closing Date, Enterprise Fund shall have received a letter from a senior officer in the
Legal Department of OppenheimerFunds, Inc. acceptable to Enterprise Fund, stating that nothing has come to his or
her attention which in his or her judgment would indicate that as of the Closing Date there were any material,
actual or contingent liabilities of Capital Appreciation Fund arising out of litigation brought against Capital
Appreciation Fund or claims asserted against it, or pending or, to the best of his or her knowledge, threatened
claims or litigation not reflected in or apparent by the most recent audited financial statements and footnotes
thereto of Capital Appreciation Fund delivered to Enterprise Fund.  Such letter may also include such additional
statements relating to the scope of the review conducted by such person and his or her responsibilities and
liabilities as are not unreasonable under the circumstances.

I.       Enterprise Fund shall acknowledge receipt of the Class A, Class B, Class C, Class N and Class Y shares
of Capital Appreciation Fund.

     12.          Enterprise Fund hereby represents and warrants that:

A.       The unaudited financial statements of Enterprise Fund as of February 28, 2007 and audited financial
statements as of August 31, 2006 heretofore furnished to Capital Appreciation Fund, present fairly the financial
position, results of operations, and changes in net assets of Enterprise Fund as of that date, in conformity with
generally accepted accounting principles applied on a basis consistent with the preceding year; and that from
August 31, 2006 through the date hereof there have not been, and through the Closing Date there will not be, any
material adverse change in the business or financial condition of Enterprise Fund, it being agreed that a
decrease in the size of Enterprise Fund due to a diminution in the value of its portfolio and/or redemption of
its shares shall not be considered a material adverse change;

B.       Contingent upon approval of the Agreement and the transactions contemplated thereby by Enterprise Fund's
shareholders, Enterprise Fund has authority to transfer all of the assets of Enterprise Fund to be conveyed
hereunder free and clear of all liens, encumbrances, security interests, restrictions and limitations whatsoever;

C.       The Prospectus, as amended and supplemented, contained in Enterprise Fund's Registration Statement under
the 1933 Act, as amended, is true, correct and complete, conforms to the requirements of the 1933 Act and does
not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.  The Registration Statement, as amended, was,
as of the date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading;

D.       There is no material contingent liability of Enterprise Fund and no material claim and no material
legal, administrative or other proceedings pending or, to the knowledge of Enterprise Fund, threatened against
Enterprise Fund, not reflected in such Prospectus;

E.       Except for the Agreement, there are no material contracts outstanding to which Enterprise Fund is a
party other than those ordinary in the conduct of its business;

F.       Enterprise Fund is a Massachusetts business trust duly organized, validly existing and in good standing
under the laws of the State of Massachusetts; and has all necessary and material Federal and state authorizations
to own all of its assets and to carry on its business as now being conducted; and Enterprise Fund that is duly
registered under the Act and such registration has not been rescinded or revoked and is in full force and effect;

G.       All Federal and other tax returns and reports of Enterprise Fund required by law to be filed have been
filed, and all federal and other taxes shown due on said returns and reports have been paid or provision shall
have been made for the payment thereof and to the best of the knowledge of Enterprise Fund no such return is
currently under audit and no assessment has been asserted with respect to such returns; and

H.       Enterprise Fund has elected that Enterprise Fund be treated as a regulated investment company and, for
each fiscal year of its operations, Enterprise Fund has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company and Enterprise Fund intends to meet such
requirements with respect to its current taxable year.

13.      Capital Appreciation Fund hereby represents and warrants that:

A.       The audited financial statements of Capital Appreciation Fund as of August 31, 2006 and unaudited
financial statements as of February 28, 2007  heretofore furnished to Enterprise Fund, present fairly the
financial position, results of operations, and changes in net assets of Capital Appreciation Fund, as of that
date, in conformity with generally accepted accounting principles applied on a basis consistent with the
preceding year; and that from February 28, 2007  through the date hereof there have not been, and through the
Closing Date there will not be, any material adverse changes in the business or financial condition of Capital
Appreciation Fund, it being understood that a decrease in the size of Capital Appreciation Fund due to a
diminution in the value of its portfolio and/or redemption of its shares shall not be considered a material or
adverse change;

B.       The Prospectus, as amended and supplemented, contained in Capital Appreciation Fund's Registration
Statement under the 1933 Act, is true, correct and complete, conforms to the requirements of the 1933 Act and
does not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.  The Registration Statement, as amended, was,
as of the date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading;

C.       Except for this Agreement, there is no material contingent liability of Capital Appreciation Fund and no
material claim and no material legal, administrative or other proceedings pending or, to the knowledge of Capital
Appreciation Fund, threatened against Capital Appreciation Fund, not reflected in such Prospectus;

D.       There are no material contracts outstanding to which Capital Appreciation Fund is a party other than
those ordinary in the conduct of its business;

E.       Capital Appreciation Fund is a business trust duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts; Capital Appreciation Fund has all necessary and material
Federal and state authorizations to own all its properties and assets and to carry on its business as now being
conducted; the Class A, Class B, Class C, Class N and Class Y shares of Capital Appreciation Fund which it issues
to Enterprise Fund pursuant to the Agreement will be duly authorized, validly issued, fully-paid and
non-assessable, except as set forth under "Shareholder & Trustee Liability" in Capital Appreciation Fund's
Statement of Additional Information, will conform to the description thereof contained in Capital Appreciation
Fund's Registration Statement and will be duly registered under the 1933 Act and in the states where registration
is required; and Capital Appreciation Fund is duly registered under the Act and such registration has not been
revoked or rescinded and is in full force and effect;

F.       All federal and other tax returns and reports of Capital Appreciation Fund required by law to be filed
have been filed, and all federal and other taxes shown due on said returns and reports have been paid or
provision shall have been made for the payment thereof and to the best of the knowledge of Capital Appreciation
Fund, no such return is currently under audit and no assessment has been asserted with respect to such returns
and to the extent such tax returns with respect to the taxable year of Capital Appreciation Fund ended August 31,
2006 have not been filed, such returns will be filed when required and the amount of tax shown as due thereon
shall be paid when due;

         G.       Capital Appreciation Fund has elected to be treated as a regulated investment company and, for
each fiscal year of its operations, Capital Appreciation Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company and Capital Appreciation Fund intends to
meet such requirements with respect to its current taxable year;

         H.       Capital Appreciation Fund has no plan or intention (i) to dispose of any of the assets
transferred by Enterprise Fund, other than in the ordinary course of business, or (ii) to redeem or reacquire any
of the Class A, Class B, Class C, Class N and Class Y shares issued by it in the reorganization other than
pursuant to valid requests of shareholders; and

         I.   After consummation of the transactions contemplated by the Agreement, Capital Appreciation Fund
intends to operate its business in a substantially unchanged manner.

     14. Each party hereby represents to the other that no broker or finder has been employed by it with respect
to the Agreement or the transactions contemplated hereby. Each party also represents and warrants to the other
that the information concerning it in the Proxy Statement and Prospectus will not as of its date contain any
untrue statement of a material fact or omit to state a fact necessary to make the statements concerning it
therein not misleading and that the financial statements concerning it will present the information shown fairly
in accordance with generally accepted accounting principles applied on a basis consistent with the preceding
year.  Each party also represents and warrants to the other that the Agreement is valid, binding and enforceable
in accordance with its terms and that the execution, delivery and performance of the Agreement will not result in
any violation of, or be in conflict with, any provision of any charter, by-laws, contract, agreement, judgment,
decree or order to which it is subject or to which it is a party.  Capital Appreciation Fund hereby represents to
and covenants with Enterprise Fund that, if the reorganization becomes effective, Capital Appreciation Fund will
treat each shareholder of Enterprise Fund who received any of Capital Appreciation Fund's shares as a result of
the reorganization as having made the minimum initial purchase of shares of Capital Appreciation Fund received by
such shareholder for the purpose of making additional investments in shares of Capital Appreciation Fund,
regardless of the value of the shares of Capital Appreciation Fund received.

     15. Capital Appreciation Fund agrees that it will prepare and file a Registration Statement on Form N-14
under the 1933 Act which shall contain a preliminary form of proxy statement and prospectus contemplated by Rule
145 under the 1933 Act.  The final form of such proxy statement and prospectus is referred to in the Agreement as
the "Proxy Statement and Prospectus."  Each party agrees that it will use its best efforts to have such
Registration Statement declared effective and to supply such information concerning itself for inclusion in the
Proxy Statement and Prospectus as may be necessary or desirable in this connection.  Enterprise Fund covenants
and agrees to liquidate and dissolve under the laws of the State of Massachusetts, following the Closing, and,
upon Closing, to cause the cancellation of its outstanding shares.

     16.  The obligations of the parties shall be subject to the right of either party to abandon and terminate
the Agreement for any reason and there shall be no liability for damages or other recourse available to a party
not so terminating this Agreement, provided, however, that in the event that a party shall terminate this
Agreement without reasonable cause, the party so terminating shall, upon demand, reimburse the party not so
terminating for all expenses, including reasonable out-of-pocket expenses and fees incurred in connection with
this Agreement.

     17. The Agreement may be executed in several counterparts, each of which shall be deemed an original, but
all taken together shall constitute one Agreement.  The rights and obligations of each party pursuant to the
Agreement shall not be assignable.

     18. All prior or contemporaneous agreements and representations are merged into the Agreement, which
constitutes the entire contract between the parties hereto.  No amendment or modification hereof shall be of any
force and effect unless in writing and signed by the parties and no party shall be deemed to have waived any
provision herein for its benefit unless it executes a written acknowledgment of such waiver.

     19. Capital Appreciation Fund understands that the obligations of Enterprise Fund under the Agreement are
not binding upon any Trustee or shareholder of Enterprise Fund personally, but bind only Enterprise Fund and
Enterprise Fund's property. Capital Appreciation Fund represents that it has notice of the provisions of the
Declaration of Trust of Enterprise Fund disclaiming shareholder and trustee liability for acts or obligations of
Enterprise Fund.

     20. Enterprise Fund understands that the obligations of Capital Appreciation Fund under the Agreement are
not binding upon any trustee or shareholder of Capital Appreciation Fund personally, but bind only Capital
Appreciation Fund and Capital Appreciation Fund's property.  Enterprise Fund represents that it has notice of the
provisions of the Declaration of Trust of Capital Appreciation Fund disclaiming shareholder and trustee liability
for acts or obligations of Capital Appreciation Fund.

         IN WITNESS WHEREOF, each of the parties has caused the Agreement to be executed and attested by its
officers thereunto duly authorized on the date first set forth above.

                                            OPPENHEIMER ENTERPRISE FUND


                                            By:      ______________________
                                                     Robert G. Zack
                                                     Secretary


                                            OPPENHEIMER CAPITAL APPRECIATION FUND


                                            By:      ______________________
                                                     Robert G. Zack
                                                     Secretary








                                                        B-1
                                                                                                          EXHIBIT B

                                              PRINCIPAL SHAREHOLDERS

         Principal  Shareholders  of Enterprise  Fund. As of July 10, 2007, the only persons who owned of record or
were known by Enterprise Fund to own  beneficially 5% or more of any class of the outstanding  shares of Enterprise
Fund were:

         Citigroup  Global Markets,  Inc., 333 West 34th Street,  New York, NY 10001-2483,  which owned  85,500.688
         Class C shares (6.82% of the Class C shares then outstanding).

         UMB Bank NA Cust. AMFO & CO, FBO 320 Pooled,  Attn:  Employee  Benefits,  1010 Grand Blvd, Kansas City, MO
         64106-2202, which owned 2,953,192.399 Class N shares (88.75% of the Class N shares then outstanding).

         Taynik & Co, C/O  Investors  Bank & Trust,  FPG90,  P.O.  Box 9130,  Boston,  MA  02117-9130,  which owned
         339,987.859Class Y shares (48.77% of the Class Y shares then outstanding).

         Mass Mutual Life Insurance Co., Attn: N225, Separate Investment Account,  1295 State Street,  Springfield,
         MA 01111-0001, which owned 267,739.926 Class Y shares (38.40% of the Class Y shares then outstanding).

         MLPF&S for the Sole  Benefit  of its  Customers,  Attn:  Fund Admn,  4800 Deer Lake Drive  East,  Floor 3,
         Jacksonville,  FL  32246-6484,  which  owned  89,386.420  Class Y shares  (12.82%  of Class Y shares  then
         outstanding).


         Principal  Shareholders of Capital  Appreciation  Fund. As of July 10, 2007, the only persons who owned of
record or were known by Capital  Appreciation  Fund to own  beneficially 5% or more of any class of the outstanding
shares of Capital Appreciation Fund were:

         MLPF&S  for the Sole  Benefit  of its  Customers,  Attn.  Fund  Admin.,  4800 Deer  Lake Dr.  E.  Floor 3,
         Jacksonville,  FL 32246-6484,  which owned  8,317,603.919 Class A shares (7.64% of the Class A shares then
         outstanding).

         Great-West  Life & Annuity  Insurance  Company,  Attn.  Mutual Fund  Trading  2T2,  8515 E.  Orchard  Rd.,
         Greenwood Village,  CO 80111-5002,  which owned  7,063,388.490 Class A shares (6.49% of the Class A shares
         then outstanding).

         MLPF&S  FBO  Sole  Benefit  of its  Customers,  Attn.  Fund  Admin.,  4800  Deer  Lake  Dr.  E.  Floor  3,
         Jacksonville,  FL 32246-6484,  which owned 1,793,862.336 Class C shares (11.75% of the Class C shares then
         outstanding).

         MLPF&S  for the Sole  Benefit  of its  Customers,  Attn.  Fund  Admin.,  4800 Deer  Lake Dr.  E.  Floor 3,
         Jacksonville,  FL  32246-6484,  which owned  407,995.247  Class N shares (7.94% of the Class N shares then
         outstanding).

         UMB Bank NA Cust. AMFO & CO, FBO 320 Pooled,  Attn.  Employee Benefits,  1010 Grand Blvd., Kansas City, MO
         64106-2202, which owned 262,676.887 Class N shares (5.11% of the Class N shares then outstanding).

         Oppenheimer  Portfolio Series,  Active Allocation,  Attn. FPA Trade Settle (2-FA)., 6803 South Tucson Way,
         Centennial,  CO 80112-3924,  which owned  4,538,539.944  Class Y shares (23.16% of the Class Y shares then
         outstanding).

         MLPF&S  for the Sole  Benefit  of its  Customers,  Attn.  Fund  Admin.,  4800 Deer  Lake Dr.  E.  Floor 3,
         Jacksonville,  FL 32246-6484,  which owned 2,868,734.912 Class Y shares (14.63% of the Class Y shares then
         outstanding).

         Taynik & Co., C/O  Investors  Bank & Trust,  FPG90,  P.O. Box 9130,  Boston,  MA  02117-9130,  which owned
         1,921,799.494 Class Y shares (9.80% of the Class Y shares then outstanding).

         Oppenheimer  Portfolio Series,  Active Allocation Tact. Comp., Attn. FPA Trade Settle (2-FA).,  6803 South
         Tucson Way,  Centennial,  CO 80112-3924,  which owned  1,799,821.925  Class Y shares (9.18% of the Class Y
         shares then outstanding).

         Oppenheimer  Portfolio  Series Equity  Investor Fund,  Attn. FPA Trade Settle  (2-FA).,  6803 South Tucson
         Way,  Centennial,  CO 80112-3924,  which owned  1,782,916.083  Class Y shares (9.09% of the Class Y shares
         then outstanding).

         Oppenheimer  Portfolio Series,  Moderate Investor,  Attn. FPA Trade Settle (2-FA)., 6803 South Tucson Way,
         Centennial,  CO  80112-3924,  which owned  1,573,037.573  Class Y shares (8.02% of the Class Y shares then
         outstanding).

         Vanguard  Fiduciary Trust Co. TR, Vanguard  Fiduciary Trust Co, PO BOX 2600,  Valley Forge, PA 19482-2600,
         which owned 1,016,936.612 Class Y shares (5.18% of the Class Y shares then outstanding).







                                                                                                          EXHIBIT C

                             MANAGEMENT'S DISCUSSION OF CAPITAL APPRECIATION FUND'S PERFORMANCE

         The following discussion is included in Capital Appreciation Fund's annual report dated August 31, 2006,
the most recent annual report to shareholders (and therefore the most recent management's discussion of fund
performance) available. (Although not a part of the Management's Discussion of Fund Performance, more current
information on the Fund's performance is available in Capital Appreciation Fund's semi-annual report dated
February 28, 2007 which includes an interview with the Fund's portfolio manager regarding the Fund's performance
for the 6-month period ended February 28, 2007.)

         Management's Discussion of Fund's Performance (as of August 31, 2006)

          The Fund's Class A shares (without sales charge) underperformed its benchmark, the S&P 500 Index, which
returned 8.87% for the 12-month period ending August 31, 2006, but outperformed the Russell 1000 Growth Index,
which returned 3.68% over the same period, and significantly outperformed the Lipper Large Cap Growth Fund
category, which returned an average of 1.86%. Compared to its Large Cap Growth competitors, the Fund did quite
well, performing well above the group median. The Fund lagged the broad market in an investment climate that was
generally less favorable for growth companies than value companies. Individual stock performance was the primary
influence--both positive and negative--on the portfolio's returns. On a sector basis, our investments in the
technology and consumer discretionary areas were the largest detractors. The Fund's best-performing sectors
during the period were financials and consumer staples.

         Regardless of the broader market backdrop, the portfolio manager regularly follows a consistent
management strategy. The Manager's goal continued to be to conservatively manage a "core" large-cap growth
portfolio diversified across a wide variety of sectors. The portfolio management team members do no consider
themselves to be short-term investors The portfolio manager strives to own companies believed to have the
potential to meaningfully grow earnings faster than the broader market over a three- to five-year time horizon.
In particular, the portfolio manager looks for businesses with sustainable earnings, strong earnings growth and
sound capital management. The portfolio manager also pays close attention to company valuations to avoid paying
too much for growth opportunities. Although the investment approach is "bottom-up"--meaning that the portfolio
manager selects stocks based on their individual fundamentals-- also considered are broad-based secular trends
when deciding whether or not to make a purchase. In general, the portfolio manager buys into businesses that are
believed to be expanding as a share of the economy, rather than shrinking.

         Over the reporting period, the portfolio manager looked to "flatten" the portfolio, reducing some of the
Fund's previous concentrations in larger, more mature companies, while reinvesting the proceeds across a variety
of sectors in companies believed to offer more dynamic growth potential. Another significant theme was to reduce
the Fund's stake in "old" media and increase its weighting in new media companies--businesses that the portfolio
manager believes are changing the rules of advertising through the use of new technologies. For example, the
portfolio manager favored Google, Inc., and Yahoo!, Inc., two companies that have benefited from the Internet's
continued rapid growth. Spending on online advertising--a market category that barely existed five years ago--has
increased in recent years. The portfolio manager further believes this trend is still in its relatively early
stages, and that such companies may be well-positioned to take advantage of the worldwide move toward digital
media.

         In the energy sector, the portfolio manager reduced exposure to integrated energy companies while adding
to the Fund's weighting in energy services stocks. As oil prices remain at historically high levels, integrated
energy firms now have some of the strongest balance sheets in their history. In our view, this balance-sheet
strength is likely to translate into increased capital investment, which in turn could directly benefit service
companies such as Halliburton Co. and Schlumberger Ltd.--two names to which were added to the Fund's existing
holdings during the period.

         Two financial stocks--Goldman Sachs Group, Inc. (The) and Chicago Mercantile Exchange (The) (CME)--were
two of the Fund's strongest performers during the past year. Goldman Sachs was helped by rising merger and
acquisition activity as well as its profitable lending business to hedge funds. CME, the world's largest futures
exchange, continued to benefit from the enormous growth in the use of sophisticated strategies to hedge risk in a
volatile market environment. Also performing well were two non-U.S.-based consumer-oriented names--Reckitt
Benckiser plc, a household cleaning products company based in the United Kingdom, and Nestle SA, the well-known
food company located in Switzerland. Both stocks were beneficiaries of the uncertain market backdrop, which
increasingly has driven investors toward businesses whose performance tends to be relatively insensitive to a
slower economy.

         On the negative side, the Fund's biggest detractor was eBay, Inc. This leading online auction house fell
in response to increasing competition and slowing earnings growth. Despite its recent poor performance, the
portfolio manager remains optimistic about the company's prospects and maintain a large weighting in the stock.
Another underperformer was XM Satellite Radio Holdings, Inc., one of two major players in the burgeoning
satellite radio market. XM's shares fell on fears of increasing competition from rival Sirius as well as some
slowdown in subscriber growth. Also lagging was computer manufacturer and retailer Dell, Inc., which has been
hurt by rising competition, weaker-than-expected earnings and quality-control problems. The portfolio manager
concluded that these problems were serious enough to warrant selling our position in Dell. Also in technology,
software giant Microsoft Corp. saw its shares fall in response to competitive pressures as well as further delays
in Vista, the company's long-anticipated update to its Windows operating system.

         The fund's portfolio holdings, allocations and strategies are subject to change.

Comparing the Fund's Performance to the Market

         The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares
of Capital Appreciation held until August 31, 2006. In the case of Class A, Class B and Class C shares,
performance is measured over a ten-fiscal-year period. In the case of Class N shares, performance is measured
from inception of the Class on March 1, 2001, and in the case of Class Y shares, from the inception of the class
on November 3, 1997. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A
shares, the applicable contingent deferred sales charge on Class B, Class C, and Class N shares, and
reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

         The Fund's performance is compared to the performance of the S&P 500 Index, a broad-based index of
equity securities widely regarded as a general measure of the performance of the U.S. equity securities market.
Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and
none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of the
Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the
Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index.

[Insert Graph from Capital Appreciation Fund Annual Report]

CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

      Oppenheimer Capital Appreciation Fund (Class A)
      S&P 500 Index



[Insert Graph from Capital Appreciation Fund Annual Report]

CLASS B SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

      Oppenheimer Capital Appreciation Fund (Class B)
      S&P 500 Index



[Insert Graph from Capital Appreciation Fund Annual Report]

CLASS C SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

      Oppenheimer Capital Appreciation Fund (Class C)
      S&P 500 Index



[Insert Graph from Capital Appreciation Fund Annual Report]

CLASS N SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

      Oppenheimer Capital Appreciation Fund (Class N)
      S&P 500 Index


[Insert Graph from Capital Appreciation Fund Annual Report]

CLASS Y SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

      Oppenheimer Capital Appreciation Fund (Class Y)
      S&P 500 Index



[Insert Graph from Capital Appreciation Fund Annual Report]

            The performance data quoted represents past performance, which does not guarantee future results.
The investment return and principal value of an investment in the Fund will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.  Current performance may be lower or
higher than the performance quoted.  For performance data current to the most recent month end, visit us at
www.oppenheimerfunds.com, or call us at 1.800.525.7048.  Fund returns include changes in share price, reinvested
distributions, and the applicable sales charge:  for Class A shares, the current maximum initial sales charge of
5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C
and N shares, the contingent 1% deferred sales charge for the 1-year period.  There is no sales charge for Class
Y shares.  Because Class B shares convert to Class A shares 72 months after purchase, since-inception return for
Class B shares uses Class A performance for the period after conversion.


Total returns and the ending account values in the graphs include changes in share price and reinvestment of
dividends and capital gains distributions in a hypothetical investment for the periods shown.  The Fund's total
returns shown do not reflect the deduction of income taxes on an individual's investment.  Taxes may reduce your
actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your
shares.

The Fund's investment strategy and focus can change over time.  The mention of specific fund holdings does not
constitute a recommendation by OppenheimerFunds,  Inc.

Class A shares of the Fund were first publicly offered on 1/22/81. Unless otherwise noted, Class A returns
include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 11/1/95.  Class B returns include the applicable
contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares
72 months after purchase, the  10-year return for Class B uses Class A performance for the period after
conversion.  Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 12/1/93.  Class C returns include the contingent
deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based
sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through
retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for
the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 11/3/97. Class Y shares are offered only to certain
institutional investors under special agreements with the Distributor.

An explanation of the calculation of performance is in the Fund's Statement of Additional Information.










[PG NUMBER]



                                        STATEMENT OF ADDITIONAL INFORMATION
                                         TO PROSPECTUS AND PROXY STATEMENT
                                                        OF
                                       OPPENHEIMER CAPITAL APPRECIATION FUND

                                                      PART B

                                           Acquisition of the Assets of
                                            OPPENHEIMER ENTERPRISE FUND

                                         By and in exchange for Shares of
                                       OPPENHEIMER CAPITAL APPRECIATION FUND


         This Statement of Additional Information to this Prospectus and Proxy Statement (the "SAI") relates
specifically to the proposed delivery of substantially all of the assets of Oppenheimer Enterprise Fund
("Enterprise Fund") for Class A, Class B, Class C, Class N and Class Y shares of Oppenheimer Capital Appreciation
Fund ("Capital Appreciation Fund") (the "Reorganization").

         This SAI consists of this Cover Page and the following documents which are incorporated into this SAI by
reference: (i) the Statement of Additional Information of Enterprise Fund dated November 29, 2006, as
supplemented May 21, 2007 ; (ii) the Statement of Additional Information of Capital Appreciation Fund dated
October 26, 2006, as supplemented November 24, 2006 and December 15, 2006, which includes audited financial
statements of Capital Appreciation Fund for the 12-month period ended August 31, 2006; (iii) the semi-annual
report of Capital Appreciation Fund, which includes unaudtited financial statements for the 6-mont period ended
February 28, 2007; (iv) the annual report of Enterprise Fund which includes audited financial statements of
Enterprise Fund for the 12-month period ended August 31, 2006; (v) the semi-annual report of Enterprise Fund,
which includes unaudited financial statements for the 6-month period ended February 28, 2007.

         This SAI is not a Prospectus; you should read this SAI in conjunction with the combined Prospectus and
Proxy Statement dated September 21, 2007 relating to the Reorganization. You can request a copy of the Prospectus
and Proxy Statement by writing OppenheimerFunds Services at P.O. Box 5270, Denver, Colorado 80217, by visiting
the website at www.oppenheimerfunds.com or by calling toll-free 1.800.647.1963. The date of this SAI is September
21, 2007.

                                          PRO FORMA FINANCIAL STATEMENTS

         Pro forma financial statements demonstrating the effect of the Reorganization on Capital Appreciation
Fund are not necessary because the net asset value of Enterprise Fund does not exceed ten percent of the net
asset value of Capital Appreciation Fund as of July 31, 2007.









                                                                                                         PROXY CARD



                                            OPPENHEIMER ENTERPRISE FUND
                    PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 30, 2007

The  undersigned,  revoking prior proxies,  hereby appoints Brian Wixted,  Brian Szilagyi,  and Kathleen Ives, and
each of them,  as  attorneys-in-fact  and proxies of the  undersigned,  with full power of  substitution,  to vote
shares  held in the  name of the  undersigned  on the  record  date at the  Special  Meeting  of  Shareholders  of
Oppenheimer  Enterprise  Fund (the "Fund") to be held at 6803 South Tucson Way,  Centennial,  Colorado,  80112, on
November 30, 2007, at 1:00 P.M. Mountain Time, or at any adjournment  thereof,  upon the proposal described in the
Notice of Meeting and  accompanying  Combined  Prospectus  and Proxy  Statement,  which have been  received by the
undersigned.

This proxy is  solicited on behalf of the Fund's  Board of  Trustees,  and the proposal  (set forth on the reverse
side of this proxy card) has been proposed by the Board of Trustees.

When  properly  executed,  this proxy will be voted as  indicated  on the reverse  side or "FOR" the proposal if no
choice is indicated.  The proxy will be voted in accordance  with the proxy  holders' best judgment as to any other
matters that may arise at the Meeting.
                                                                          Note:  Please sign this proxy  exactly as
                                                                         your  name or names  appear  hereon.  Each
                                                                         joint  owner  should  sign.  Trustees  and
                                                                         other  fiduciaries   should  indicate  the
                                                                         capacity   in  which  they   sign.   If  a
                                                                         corporation,    partnership    or    other
                                                                         entity,  this signature  should be that of
                                                                         a duly  authorized  individual  who should
                                                                         state his or her title.


                                                              ______________________________________________
                                                                         Signature
                                                                         Date



                                                                         __________________________________________________________
                                                                         Signature (if held jointly)
                                                                         Date


                                                                         __________________________________________
                                                                         Title if a corporation, partnership or
                                                                         other entity


                                                   ? FOLD HERE ?

YOUR VOTE IS  IMPORTANT,  NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE  SUBMITTING  FOR YOUR  CONSIDERATION
IS  SIGNIFICANT  TO THE FUND AND TO YOU AS A FUND  SHAREHOLDER.  PLEASE  TAKE THE TIME TO READ THE PROXY  STATEMENT
AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED BELOW.


Three simple methods to vote your proxy:

                                                                                                     -----------------------
1.  Internet:         Log on to  www.myproxyonline.com.  Make  sure to have this  proxy  card        Control Number:
                      available  when  you  plan to vote  your  shares.  You  will  need  the
                      control  number  and check  digit  found in the box at the right at the
                      time you execute your vote.
2.  Touchtone         Simply  dial   toll-free   1-866-458-9856   and  follow  the  automated        Check Digit:
     Phone:           instructions.  Please  have this  proxy card  available  at the time of
                      the call.
3.  Mail:             Simply  sign,  date,  and  complete the reverse side of this proxy card
                      and return it in the postage paid envelope provided.
                                                                                                     -----------------------








TAGID: "TAG ID"
                                                                                                     CUSIP: "CUSIP"





                                                                                                         PROXY CARD

                                            OPPENHEIMER ENTERPRISE FUND
                    PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 30, 2007

THIS PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF  TRUSTEES,  AND THE PROPOSAL  BELOW HAS BEEN  PROPOSED BY
THE BOARD OF TRUSTEES.


      TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK.  Example: [ ]

      PROPOSAL:

1.    To  approve  an  Agreement  and  Plan  of  Reorganization   between  Oppenheimer   Enterprise  Fund
         ("Enterprise Fund") and Oppenheimer  Capital  Appreciation Fund ("Capital  Appreciation  Fund"),
         and the transactions contemplated thereby,  including: (a) the transfer of substantially all the
         assets of Enterprise Fund to Capital  Appreciation  Fund in exchange for Class A, Class B, Class
         C, Class N and Class Y shares of Capital  Appreciation  Fund; (b) the  distribution of shares of
         Capital  Appreciation Fund to the  corresponding  Class A, Class B, Class C, Class N and Class Y
         shareholders  of  Enterprise  Fund in  complete  liquidation  of  Enterprise  Fund;  and (c) the
         cancellation of the outstanding shares of Enterprise Fund.


..                                             FOR            AGAINST            ABSTAIN
                                               ?                ?                  ?

OPPENHEIMER CAPITAL APPRECIATION FUND

FORM N-14

PART C

OTHER INFORMATION

Item 15. - Indemnification

Reference is made to the provisions of Article Seventh of Registrant's Amended and Restated Declaration of Trust
filed as Exhibit 16(1) to this Registration Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act")
may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions
or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such issue.

Item 16. - Exhibits

(1) Amended and Restated Declaration of Trust dated November 22, 2002: Previously filed with Registrant's
Post-Effective Amendment No. 51, (10/23/06), and incorporated herein by reference.

(2) By-Laws as amended through 6/16/05: Previously filed with Registrant's Post-Effective Amendment No. 50,
12/23/05, and incorporated herein by reference.

(3) Not Applicable.

(4) Not Applicable.

(5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

(iii) Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 45, 10/28/02, and incorporated herein by reference.

(iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

(6) Amended and Restated Investment Advisory Agreement dated 1/1/06: Previously filed with Registrant's
Post-Effective Amendment No. 50, 12/23/05, and incorporated herein by reference.

(7) (i) General Distributor's Agreement dated 12/10/92: Previously filed with Registrant's Post-Effective
Amendment No. 27, 3/2/94, and incorporated herein by reference.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

(v) Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield
Fund (Reg. No. 2-62076), (10/26/01), and incorporated herein by reference.

(vi) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed
with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No.33-17850), (10/23/06), and incorporated herein by reference.

(8) (i) Amended and Restated Retirement Plan for Non-Interested Trustees or Directors dated 8/9/01:
Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), (10/25/01), and incorporated herein by reference.

(ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with
Post-Effective Amendment No. 26 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), (10/28/98), and incorporated by reference.

(9) (i) Global Custody Agreement dated August 16, 2002: Previously filed with the Registrant's
Post-Effective Amendment No. 51, (10/23/06), and incorporated herein by reference.

(ii) Amendment dated October 2, 2003 to the Global Custody Agreement dated August 16, 2002: Previously
filed with Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer Principal Protected Trust
II (Reg. 333-108093), (11/6/03), and incorporated herein by reference.

(10) (i) Amended and Restated Service Plan and Agreement for Class A shares dated October 26, 2005:
Previously filed with Registrant's Post-Effective Amendment No. 51, (10/23/06), and incorporated herein by
reference.

(ii) Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated October
26, 2005: Previously filed with Registrant's Post-Effective Amendment No. 51, (10/23/06), and incorporated
herein by reference.

(iii) Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated October
26, 2005: Previously filed with Registrant's Post-Effective Amendment No. 51, (10/23/06), and incorporated
herein by reference.

(iv) Amended and Restated Distribution and Service Plan and Agreement for Class N shares dated October
26, 2005: Previously filed with Registrant's Post-Effective Amendment No. 51, (10/23/06), and incorporated
herein by reference.

(v) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through 10/24/06: Previously
filed with Post-Effective Amendment No. 62 to the Registration Statement of Oppenheimer Capital Income Fund (Reg.
No. 2-33043), 11/21/06, and incorporated herein by reference.

(11) Opinion and Consent of Counsel: To be filed by Amendment.

(12) Tax Opinion: To be filed by Amendment.

(13) Not Applicable.

(14) (i) Consent of KPMG LLP for Oppenheimer Capital Appreciation Fund: Filed herewith.

(ii) Consent of KPMG LLP for Oppenheimer Enterprise Fund: Filed herewith.

(15) Not Applicable.

(16) (i) Power of Attorney for all Trustees/Directors dated October 11, 2006: Previously filed with the
Registrant's Post-Effective Amendment No. 51, (10/23/06), and incorporated herein by reference.

(ii) Power of Attorney for Brian W. Wixted dated October 11, 2006: Previously filed with the
Registrant's Post-Effective Amendment No. 51, 10/23/06, and incorporated herein by reference.

(17) Not Applicable.

Item 17. - Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered
through the use of a prospectus which is a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the
reoffering prospectus will contain the information called for by the applicable registration form for the
reofferings by persons who may be deemed underwriters, in addition to the information called for by the other
items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be
filed as a part of an amendment to the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be
deemed to be a new registration statement or the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of
the registrant, in the City of New York and State of New York, on the 6th day of August, 2007.

Oppenheimer Capital Appreciation Fund

By: /s/ John V. Murphy*
---------------------------------------------
John V. Murphy, President,
Principal Executive Officer & Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures Title Date

/s/ Brian F. Wruble* Chairman of the
Brian F. Wruble Board of Trustees September 10, 2007

/s/ John V. Murphy* President, Principal
John V. Murphy Executive Officer and Trustee September 10, 2007

/s/ Brian W. Wixted* Treasurer, Principal September 10, 2007
Brian W. Wixted Financial & Accounting Officer

/s/ Matthew P. Fink* Trustee September 10, 2007
Matthew P.Fink

/s/ Robert G. Galli* Trustee September 10, 2007
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee September 10, 2007
Phillip A. Griffiths

/s/ Mary F. Miller* Trustee September 10, 2007
Mary F. Miller

/s/ Joel W. Motley* Trustee September 10, 2007
Joel W. Motley

/s/ Russell S. Reynolds, Jr.* Trustee September 10, 2007
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler* Trustee September 10, 2007
Joseph M. Wikler

/s/ Peter I. Wold* Trustee September 10, 2007
Peter I. Wold

*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact

OPPENHEIMER CAPITAL APPRECIATION FUND

Registration No. 33-145170

EXHIBIT INDEX

Exhibit No. Description

(14) (i) Consent of KPMG LLP for Oppenheimer Capital Appreciation

(ii) Consent of KPMG LLP for Oppenheimer Enterprise Fund

EX-99.J 2 consentcapap.htm INDEPENDENT AUDITOR'S CONSENT OPPENHEIMER CAPITAL APPRECIAITON FUND

                             CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Trustees of
Oppenheimer Capital Appreciation Fund:

We consent to the incorporation by reference in this Registration Statement of Oppenheimer Capital Appreciation
Fund on Form N-14 of our report dated October 16, 2006, appearing in the Combined Prospectus and Proxy Statement
and in the Statement of Additional Information, which are part of such Registration Statement.




                                            KPMG LLP

Denver, Colorado
September 7, 2007

EX-99.J 3 consententerprise.htm INDEPENDENT AUDITOR'S CONSENT OPPENHEIMER CAPITAL APPRECIATION FUND

                            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Trustees of
Oppenheimer Enterprise Fund:

We consent to the incorporation by reference in this Registration Statement of Oppenheimer Enterprise Fund on
Form N-14 of our report dated October 16, 2006, appearing in the Combined Prospectus and Proxy Statement and in
the Statement of Additional Information, which are part of such Registration Statement.




                                            KPMG LLP

Denver, Colorado
September 7, 2007

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