Oppenheimer Series Fund, Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqRXMRF8RIr03FyApNby/cXuAKPYbG//It9sKi63atqhaFU9kEXP2Txczfv/okMk gUumORL0LSgntbjUvTekgQ== 0000356865-02-000031.txt : 20020806 0000356865-02-000031.hdr.sgml : 20020806 20020802181856 ACCESSION NUMBER: 0000356865-02-000031 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020802 FILED AS OF DATE: 20020805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER SERIES FUND INC CENTRAL INDEX KEY: 0000356865 IRS NUMBER: 061052841 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03346 FILM NUMBER: 02718936 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123230200 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL LIQUID ACCOUNT INC DATE OF NAME CHANGE: 19851106 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL INVESTMENT ACCOUNTS INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 body.htm SCHED. 14A, BALLOTS, NOTICE OF MTG., PROXY STMT Oppenheimer Series Fund, Inc.

SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

OPPENHEIMER SERIES FUND, INC.

(Name of Registrant as Specified in its Charter)

Philip T. Masterson

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)
or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.: Schedule 14A

(3) Filing Party: Philip T. Masterson

(4) Date Filed: August 2, 2002

SeriesInce_Sched14A-Def_0702.doc

PROXY CARD OPPENHEIMER SERIES FUND, INC. on behalf of its series,
- ---------------------------------------------------------------------------------------------------------------------------

PROXY CARD
- ----------
OPPENEHIMER DISCIPLINED ALLOCATION FUND
----------------------------------------

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 24, 2002

The undersigned, revoking prior proxies, hereby appoints Robert Zack, Brian Wixted, Katherine Feld, Denis
Molleur, 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 Disciplined Allocation Fund (the "Fund"), a series of Oppenheimer Series
Fund, Inc. (the "Company"), to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, on September 24,
2002, at 1:00 P.M. Mountain time, or at any adjournment thereof, upon the proposals described in the Notice of
Meeting and accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Company's Board of Directors, and all proposals (set forth on the
reverse side of this proxy card) have been proposed by the Board of Directors. When properly executed, this
proxy will be voted as indicated on the reverse side or "FOR" a 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.

VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999

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

Signature of joint owner, if any

Date
---------

PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]

1. To elect a Board of Directors:

01 Leon Levy 02 Donald W. Spiro 03 John V. Murphy
04 Robert G. Galli 05 Phillip A. Griffiths 06 Benjamin Lipstein
07 Elizabeth B. Moynihan 08 Kenneth A. Randall 09 Edward V. Regan
10 Russell S. Reynolds, Jr. 11 Clayton K. Yeutter

If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and
write the nominee's number on the line provided below. Your shares will be voted for the remaining
nominee(s).

2. To approve the elimination or amendment of certain fundamental investment policies of the Fund:
A. Purchasing Restricted or Illiquid Securities
B. Purchasing Securities on Margin and Making Short Sales
C. Investing in a Company for the Purpose of Exercising Control
D. Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate
E. Entering into Reverse Repurchase Agreements
F. Investing in Securities of Foreign Issuers
G. Industry Concentration
H. Investing in Other Investment Companies
I. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof
J. Borrowing
Pledging, Mortgaging and Hypothecating of Assets
L. Lending
M. Diversification

FOR AGAINST FOR ALL
ALL ALL EXCEPT

[ ] [ ] [ ] 1.

FOR AGAINST ABSTAIN

[ ] [ ] [ ] 2. A
[ ] [ ] [ ] 2. B
[ ] [ ] [ ] 2. C
[ ] [ ] [ ] 2. D
[ ] [ ] [ ] 2. E
[ ] [ ] [ ] 2. F
[ ] [ ] [ ] 2. G
[ ] [ ] [ ] 2. H
[ ] [ ] [ ] 2. I
[ ] [ ] [ ] 2. J
[ ] [ ] [ ] 2. K
[ ] [ ] [ ] 2. L
[ ] [ ] [ ] 2. M

PROXY CARD OPPENHEIMER SERIES FUND, INC. on behalf of its series,
- ---------------------------------------------------------------------------------------------------------------------------

PROXY CARD
- ----------
OPPENHEIMER VALUE FUND
----------------------

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 24, 2002

The undersigned, revoking prior proxies, hereby appoints Robert Zack, Brian Wixted, Katherine Feld, Denis
Molleur, 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 Value Fund (the "Fund"), a series of Oppenheimer Series Fund, Inc. (the
"Company"), to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, on September 24, 2002, at 1:00 P.M.
Mountain time, or at any adjournment thereof, upon the proposals described in the Notice of Meeting and
accompanying Proxy Statement, which have been received by the undersigned.

VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999

Signature

Signature of joint owner, if any

Date
---------

PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]

1. To elect a Board of Directors:

2. To approve the elimination or amendment of certain fundamental investment policies of the Fund:
N. Purchasing Restricted or Illiquid Securities
O. Purchasing Securities on Margin and Making Short Sales
P. Investing in a Company for the Purpose of Exercising Control
Q. Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate
R. Entering into Reverse Repurchase Agreements
S. Investing in Securities of Foreign Issuers
T. Industry Concentration
U. Investing in Other Investment Companies
V. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof
W. Borrowing
Pledging, Mortgaging and Hypothecating of Assets
Y. Lending
Z. Diversification

FOR AGAINST FOR ALL
ALL ALL EXCEPT

[ ] [ ] [ ] 1.

FOR AGAINST ABSTAIN

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

6803 South Tucson Way, Englewood, CO 80112

Notice Of Special Meeting Of Shareholders To Be Held

September 24, 2002

To the Shareholders of Oppenheimer Disciplined Allocation Fund and Oppenheimer Value Fund:

Notice is hereby given that a Special Meeting of the Shareholders (the "Meeting") of Oppenheimer Disciplined
Allocation Fund and Oppenheimer Value Fund (individually a "Fund", and collectively the "Funds"), each a series
of Oppenheimer Series Fund, Inc. (the "Company") will be held at 6803 South Tucson Way, Englewood, Colorado,
80112, at 1:00 P.M. Mountain time, on September 24, 2002.

During the Meeting, shareholders of the Funds will vote on the following proposals and sub-proposals:

1. To elect a Board of Directors;

2. To approve the elimination or amendment of certain fundamental investment policies of the Funds; and

3. To transact such other business as may properly come before the meeting, or any adjournments thereof.

Shareholders of record at the close of business on July 1, 2002 are entitled to vote at the meeting. The
proposals and sub-proposals are more fully discussed in the attached Proxy Statement. Please read it carefully
before telling us, through your proxy or in person, how you wish your shares to be voted. The Company's Board of
Directors recommends a vote to elect each of the nominees as Director and in favor of each proposal. WE URGE YOU
TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Directors,

Robert G. Zack, Secretary
August 6, 2002

PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
205/375

ii
i
TABLE OF CONTENTS

Page

Questions and Answers ii

Proxy Statement
1

Proposal 1: To Elect a Board of Directors

Introduction to Proposal 2

Proposal 2: To approve the elimination or amendment of certain fundamental
16
investment policies of the Funds

Information About the Funds

Further Information About Voting and the Meeting

Other Matters 40

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Board of Directors of Oppenheimer Series Fund, Inc. (the "Company"), on behalf of its series, Oppenheimer Disciplined
Allocation Fund and Oppenheimer Value Fund (each a "Fund" and collectively the "Funds"), has
asked that you vote on several matters at the Special Meeting of Shareholders to be held on
September 24, 2002.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on July 1, 2002 are entitled to vote at the Meeting or
any adjournment of the Meeting. Shareholders are entitled to cast one vote per share (and a
fractional vote for a fractional share) with respect to each matter presented at the Meeting.
Shareholders of both Funds will vote together on the election of Directors, and separately on
the remaining proposals. It is expected that the Notice of Meeting, Proxy Ballot and Proxy
Statement will be mailed to shareholders of record on or about August 6, 2002.

Q. On What Matters Am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Directors; and

2. To approve the elimination or amendment of certain fundamental investment policies of the Funds.

Q. How do the Directors Recommend that I Vote?

A. The Directors recommend that you vote:

1. FOR election of all nominees for Director; and

2. FOR the elimination or amendment of each fundamental investment policy proposed to be eliminated or
amended, as the case may be.

Q. What are the Reasons for the Proposed Changes to Some of the Funds' Fundamental Investment Policies?

A. Some of the Funds' current policies reflect regulations that no longer apply to the Funds. In other
cases, the policies are more stringent than current regulations require. The Funds' Directors
and the Funds' investment manager, OppenheimerFunds, Inc., believe that the proposed changes to
the Funds' investment policies will benefit shareholders by allowing the Funds more flexibility
to adapt to future changes in the investment environment and increasing the Funds' ability to
take advantage of investment opportunities.
Q. How Can I Vote?

A. You can vote in three (3) different ways:

o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)
o By telephone (please see the insert for instructions)

Voting by telephone is convenient and can help reduce each Fund's expenses. Whichever
---------- ------------------------------------
method you choose, please take the time to read the full text of the proxy statement before
you vote.

Please be advised that the deadline for voting by telephone is 3:00 p.m. Eastern time ("ET") on
the last business day before the Meeting.

Q. How Will My Vote Be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior to the Meeting, or any
adjournment thereof, will be voted as specified. If you specify a vote for any of the
proposals, your proxy will be voted as indicated. If you sign and date the proxy ballot, but do
not specify a vote for one or more of the proposals, your shares will be voted in favor of the
Directors' recommendations. Telephonic votes will be recorded according to the telephone
voting procedures described in the "Further Information About Voting and the Meeting" section
of the Proxy Statement.

Q. How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding a written revocation or a
later-dated proxy ballot that is received at or prior to the Meeting, or any adjournment
thereof, or by attending the Meeting, or any adjournment thereof, and voting in person if you
are a record owner. Please be advised that the deadline for revoking your proxy by telephone
is 3:00 p.m. (ET) on the last business day before the Meeting.

Q. How Can I Get More Information About the Funds?

Copies of each Fund's annual report, dated October 31, 2001, and each Fund's semi-annual report,
dated April 30, 2002, have previously been mailed to Shareholders. If you would like to have
copies of either of the Fund's most recent annual or semi-annual reports sent to you free of
charge, please call us toll-free at 1.800.708.7780, write to the Fund at OppenheimerFunds
Services, P.O. Box 5270, Denver, Colorado 80217-5270 or visit the Oppenheimer funds website at
www.oppenheimerfunds.com.

Q. Whom Do I Call If I Have Questions?

A. Please call us at 1.800.708.7780 with any questions.

The proxy statement is designed to furnish shareholders with the information necessary to vote on the matters presented
at the Meeting. If you have any questions, please call us at 1.800.708.7780.

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

PROXY STATEMENT

Special Meeting of Shareholders
To Be Held September 24, 2002

This statement is furnished to the shareholders of Oppenheimer Disciplined Allocation Fund and Oppenheimer Value Fund
(the "Funds"), each a series of Oppenheimer Series Fund, Inc. (the "Company"), in connection with the
solicitation by the Company's Board of Directors of proxies to be used at a special meeting of shareholders (the
"Meeting"). The Meeting is to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at 1:00 P.M. Mountain
time, on September 24, 2002, or any adjournment thereof. It is expected that the mailing of this Proxy Statement
will be made on or about August 6, 2002.

SUMMARY OF PROPOSALS

- ------- ------------------------------------------------------------------------ -----------------------------------
Proposal Shareholders Authorized to Vote
on the Proposals
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
1. To Elect a Board of Directors Shareholders of Both Funds Voting
Together
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
2. To Approve the Elimination or Amendment of Certain Fundamental
Investment Policies of Each Fund
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
A. Purchasing Restricted or Illiquid Securities Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
B. Purchasing Securities on Margin and Making Short Sales Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------

C. Investing in a Company for the Purpose of Exercising Control Shareholders of Each Fund Voting
Separately

- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
D. Investing in Oil, Gas or Other Mineral Exploration or Development Shareholders of Each Fund Voting
Programs, Commodities and Real Estate Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
E. Entering into Reverse Repurchase Agreements Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
F. Investing in Securities of Foreign Issuers Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
G. Industry Concentration Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
H. Investing in Other Investment Companies Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
I. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
J. Borrowing Shareholders of Each Fund Voting
Separately
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------

K. Pledging, Mortgaging or Hypothecating of Assets Shareholders of Each Fund Voting
Separately

PROPOSAL 1: ELECTION OF DIRECTORS

Each Fund is a series of the Company, which is governed by a Board of Directors. Therefore, the Funds
are both governed by the same Board of Directors.

At the Meeting, eleven (11) Directors are to be elected. If elected, the Directors will serve
indefinite terms until a special shareholder meeting is called for the purpose of voting for Directors and/or
until their successors are properly elected and qualified. The persons named as attorneys-in-fact in the
enclosed proxy have advised the Funds that, unless a proxy ballot instructs them to withhold authority to vote
for all listed nominees or any individual nominee, all validly executed proxies will be voted for the election of
all of the nominees named below.

As a Maryland corporation, the Company is not required, and does not intend, to hold annual shareholder
meetings for the purpose of electing Directors. As a result, if elected, the Directors will hold office until
the next meeting of shareholders called for the purpose of electing Directors and/or until their successors are
duly elected and shall have qualified. If a nominee should be unable to accept election, serve his or her term
or resign, the Board of Directors may, in its discretion, select another person to fill the vacant position.

Although the Company will not normally hold annual meetings of its shareholders, it may hold shareholder
meetings from time to time on important matters, and shareholders have the right to call a meeting to remove a
Director or to take other action described in the Company's Articles of Incorporation. Also, if at any time, less
than a majority of the directors holding office has been elected by the shareholders, the Directors then in
office will promptly call a shareholders' meeting for the purpose of electing Directors.

Each of the nominees currently serves as a Director of the Company. Each of the nominees has consented
to be named as such in this proxy statement and to serve as Director if elected. Each of the Directors serves as
trustee or director of other funds in the Oppenheimer family of funds. These other Oppenheimer funds are
referred to as "Board I Funds" in this proxy statement.

Except for Mr. Murphy, each of the Directors is an independent director of the Company ("Independent
Director"). Mr. Murphy is an "interested director" (as that term is defined in the Investment Company Act of
1940, referred to in this Proxy Statement as the "1940 Act") of the Company, because he is affiliated with
OppenheimerFunds, Inc. (the "Manager"). Mr. Murphy is affiliated with the Manager by virtue of his positions as
an officer and director of the Manager, and as a shareholder of its parent company. He was elected as a Director
of the Company with the understanding that in the event he ceases to be the chief executive officer of the
Manager, he will resign as a director of the Company and the other Board I Funds for which he is a trustee or
director.

Mr. Reynolds has reported he has a controlling interest in The Directorship Search Group, Inc. ("The
Directorship Search Group"), a director and executive recruiting firm that provided consulting services to
Massachusetts Mutual Life Insurance Company (which controls the Manager) for fees aggregating $75,000 from July
1, 1999 through December 31, 2001, an amount representing less than 5% of the annual revenues of The Directorship
Search Group, Inc. Mr. Reynolds estimates that The Directorship Search Group will bill Massachusetts Mutual Life
Insurance Company $150,000 for services to be provided during the calendar year 2002

The Independent Directors have unanimously (except for Mr. Reynolds, who abstained) determined that the
consulting arrangements between The Directorship Search Group and Massachusetts Mutual Life Insurance Company
were not material business or professional relationships that would compromise Mr. Reynolds' status as an
Independent Director. Nonetheless, to assure certainty as to determinations of the Board and the Independent
Directors as to matters upon which the 1940 Act or the rules thereunder require approval by a majority of
Independent Directors, Mr. Reynolds will not be counted for purposes of determining whether a quorum of
Independent Directors was present or whether a majority of Independent Directors approved the matter.

Messrs. Galli and Spiro have had no material business or professional relationship with the Manager or
its affiliates within the past two fiscal years. However, within the past five years and before becoming
Independent Directors they had been officers of the Manager and owned shares of its parent company. In 1997, Mr.
Galli sold his remaining shares of the Manager's parent company for a cash payment of approximately $7,851,200.
In 1997, Mr. Spiro sold shares of the Manager's parent company for a cash payment of approximately $9,814,000.
In 1999, Mr. Spiro sold his remaining shares of the Manager's parent company for a cash payment of approximately
$9,399,000.

The Company's Directors and officers, their positions with the Funds and length of service in such
positions as well as their principal occupations and business affiliations during the past five years are listed
below. All information is as of May 3, 2002, except as otherwise indicated.

Nominees for Independent Director

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

Name, Address,1 Age, Principal Occupation(s) During Past 5 Years / Dollar Range of Aggregate
Dollar Range
Shares of Shares
Beneficially Beneficially
Owned in the Owned in the
Position(s) Held with Other Trusteeships/Directorships Held by following Board I Funds
Funds and Length of Nominee / Number of Portfolios in Fund Complex Oppenheimer Overseen by
Service2 Overseen by Nominee funds: Nominee

Disciplined Value
Allocation
Fund Fund

Robert G. Galli, A director or trustee of other Oppenheimer $0 $0 Over $100,000
Director since 1996 funds. Formerly Vice Chairman of the Manager
Age: 68 (October 1995 - December 1997). Oversees 41
portfolios in the OppenheimerFunds complex.

Phillip A. Griffiths, The Director of the Institute for Advanced $0 $0 Over $100,000
Director since 1999 Study, Princeton, N.J. (since 1991), director
Age: 63 of GSI Lumonics (since 2001) and a member of
the National Academy of Sciences (since 1979);
formerly (in descending chronological order) a
director of Bankers Trust Corporation, Provost
and Professor of Mathematics at Duke
University, a director of Research Triangle
Institute, Raleigh, N.C., and a Professor of
Mathematics at Harvard University. Oversees 31
portfolios in the OppenheimerFunds complex.

- ----------------------------------------------------------------------------------------------------------------------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Benjamin Lipstein, Professor Emeritus of Marketing, Stern Graduate School of $0 $0 Over $100,000
Director since 1996 Business Administration, New York University. Oversees 31
Age: 78 portfolios in the OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Elizabeth B. Author and architectural historian; a trustee of the $0 $0 $50,001 -
Moynihan, Director Freer Gallery of Art and Arthur M. Sackler Gallery
since 1996 (Smithsonian Institute), Trustees Council of the National
Age: 72 Building Museum; a member of the Trustees Council, $100,000
Preservation League of New York State. Oversees 31
portfolios in the OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility $0 $0 Over $100,000
Director since 1996 holding company) and Prime Retail, Inc. (real estate
Age: 74 investment trust); formerly a director of Dominion
Energy, Inc. (electric power and oil & gas producer),
President and Chief Executive Officer of The Conference
Board, Inc. (international economic and business
research) and a director of Lumbermens Mutual Casualty
Company, American Motorists Insurance Company and
American Manufacturers Mutual Insurance Company. Oversees
31 portfolios in the OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
- ----------------------------------------------------------------------------------------------------------------------------

Edward V. Regan, President, Baruch College, CUNY; a director of $1- $10,000 $1- $10,000 $50,001 -
Director since 1996 RBAsset (real estate manager); a director of
Age: 71 OffitBank; formerly Trustee, Financial
Accounting Foundation (FASB and GASB), Senior
Fellow of Jerome Levy Economics Institute,
Bard College, Chairman of Municipal Assistance $
Corporation for the City of New York, New York
State Comptroller and Trustee of New York 100,000
State and Local Retirement Fund. Oversees 31
portfolios in the OppenheimerFunds complex.

- ----------------------------------------------------------------------------------------------------------------------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Russell S. Chairman of The Directorship Search Group, Inc. $0 $0 $50,001 -
Reynolds, Jr., (corporate governance consulting and executive
Director since 1996 recruiting) (since 1993); a life trustee of International
Age: 70 House (non-profit educational organization), and a $100,000
trustee of the Greenwich Historical Society (since 1996).
Oversees 31 portfolios in the OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Donald W. Spiro, Chairman Emeritus (since January 1991) of the Manager.
Vice Chairman of Formerly he held the following positions: Chairman
the Board of (November 1987 - January 1991) and a director (January
Directors, 1969 - August 1999) of the Manager; President and
Director since 1996 Director of OppenheimerFunds Distributor, Inc., a $0 $0 Over $100,000
Age: 76 subsidiary of the Manager and the Fund's Distributor
(July 1978 - January 1992). Oversees 31 portfolios in the
OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------
Clayton K. Yeutter, Of Counsel, Hogan & Hartson (a law firm) (since 1993). $0 $0 $50,001 -
Director since 1996 Other directorships: Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Oversees 31 portfolios in $100,000
the OppenheimerFunds complex.
- --------------------- ----------------------------------------------------------- -------------- ---------- --------------

Nominee for Interested Director

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

Name, Address,1 Principal Occupation(s) During Past 5 Years / Dollar Range Aggregate
Dollar Range of
of Shares Shares
Beneficially Beneficially
Owned in the Owned in the
Age, Position(s) Other Trusteeships/Directorships Held by following Board I Funds
Held with Funds and Nominee / Number of Portfolios in Fund Complex Oppenheimer Overseen by
Length of Service2 Overseen by Nominee funds: Nominee

Disciplined Value Fund
Allocation
Fund

$0 $10,001 Over $100,000
- $50,000

John V. Murphy, Chairman, Chief Executive Officer and director
President and (since June 30, 2001) and President (since
Director, September 2000) of the Manager; President and a
Director since director or trustee of other Oppenheimer funds;
October 2001Age: 52 President and a director (since July 2001) of
Oppenheimer Acquisition Corp., the Manager's
parent holding company, and of Oppenheimer
Partnership Holdings, Inc. (since July 2001), a
holding company subsidiary of the Manager;
Chairman and a director (since July 2001) of
Shareholder Services, Inc. and of Shareholder
Financial Services, Inc., transfer agent
subsidiaries of the Manager; President (since
November 1, 2001) and a director (since July
2001) of Oppenheimer Real Asset Management,
Inc., an investment advisor subsidiary of the
Manager; President and a director (since July
2001) of OppenheimerFunds Legacy Program, a
charitable trust program established by the
Manager; a director (since November 2001) of
Trinity Investment Management Corp. and Tremont
Advisers, Inc., investment advisory affiliates
of the Manager, and of OFI Institutional Asset
Management, Inc. (since November 2001), an
investment advisory subsidiary of the Manager,
and of HarbourView Asset Management Corporation
and OFI Private Investments, Inc. (since July
2001), investment advisor subsidiaries of the
Manager; formerly President and trustee (from
November 1999 to November 2001) of MML Series
Investment Fund and MassMutual Institutional
Funds, open-end investment companies; Chief
Operating Officer (September 2000-July 2001) of
the Manager; Executive Vice President of
Massachusetts Mutual Life Insurance Company
(from February 1997 to August 2000); a director
(from 1999 to 2000) of C.M. Life Insurance
Company; President, Chief Executive Officer and
a director (from 1999 to 2000) of MML Bay State
Life Insurance Company; Executive Vice
President, director and Chief Operating Officer
(from 1995 to 1997) of David L. Babson &
Company, Inc., an investment advisor; Senior
Vice President and director (from 1995 to 1997)
of Potomac Babson Inc., an investment advisor
subsidiary of David L. Babson & Company, Inc.;
Senior Vice President (from 1995-1997) and
director (from 1995 to 1999) of DBL Acquisition
Corporation, a holding company for investment
advisers; a director (from 1989-1998) of
Emerald Isle Bancorp and Hibernia Savings Bank,
wholly-owned subsidiary of Emerald Isle
Bancorp. Oversees 63 portfolios in the
OppenheimerFunds complex.

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

A. General Information Regarding the Board of Directors.

The Company is governed by a Board of Directors, which is responsible for protecting the interests of
the shareholders of the Funds. The Directors meet periodically throughout the year to oversee the activities of
the Funds, review their performance and review the actions of the Manager, which is responsible for each Fund's
day-to-day operations. Six regular meetings of the Directors were held during the fiscal year ended October 31,
2001. Each of the incumbent Directors was present for at least 75% of the aggregate number of Board of Directors
meetings and committees on which that Director served that were held during the period.

B. Committees of the Board of Directors.

The Board of Directors has appointed standing Audit, Study and Proxy Committees comprised of Independent
Directors only.

The members of the Audit Committee are Kenneth Randall (Chairman), Benjamin Lipstein and Edward Regan.
The Audit Committee held four meetings during each Fund's fiscal year ended October 31, 2001. The Audit
Committee furnishes the Board with recommendations regarding the selection of the Funds' independent auditors.
Other functions of the Audit Committee include, but are not limited to: (i) reviewing the scope and results of
audits and the audit fees charged; (ii) reviewing reports from each Fund's independent auditor regarding internal
accounting procedures and controls; and (iii) establishing a separate line of communication between the Funds'
independent auditors and the Independent Directors.

The members of the Study Committee are Benjamin Lipstein (Chairman), Robert Galli and Elizabeth
Moynihan. The Study Committee held six meetings during each Fund's fiscal year ended October 31, 2001. Among
other functions, the Study Committee evaluates and reports to the Board on each Fund's contractual arrangements,
including the investment advisory and distribution agreements, transfer and shareholder service agreements and
custodian agreements as well as the policies and procedures adopted by each Fund to comply with the 1940 Act and
other applicable law.

The members of the Proxy Committee are Edward Regan (Chairman), Russell Reynolds and Clayton Yeutter.
The Proxy Committee held one meeting during the fiscal year ended October 31, 2001. The Proxy Committee provides
the Board with recommendations for proxy voting and monitors proxy voting by the Funds.

Based on the Audit Committee's recommendation, the Funds' Board of Directors, including a majority of
the Independent Directors, at a meeting held October 12, 2001, selected KPMG LLP ("KPMG") as auditors of each
Fund for the fiscal year beginning November 1, 2001. KPMG also serves as auditors for certain other funds for
which the Manager acts as investment advisor.

1. Audit Fees.

During each Fund's fiscal year ended October 31, 2001, KPMG performed audit services for each Fund
including the audit of each Fund's financial statements, review of each Fund's annual report and registration
statement amendment, consultation on financial accounting and reporting matters and meetings with the Board of
Directors.

The aggregate fees billed by KPMG for professional services rendered for the audit of each Fund's annual
financial statements for its fiscal year ended October 31, 2001 was $15,000 for each Fund.

2. All Other Fees.

There were no fees billed by KPMG for services rendered to each Fund other than the services described
above under "Audit Fees" for the fiscal year ended October 31, 2001. Additionally, there were no fees billed by
KPMG to the Manager or subsidiaries of the Manager for non-audit services rendered to the Manager or its
subsidiaries for the fiscal year ended October 31, 2001.

Representatives of KPMG are not expected to be present at the Meeting but will be available should any
matter arise requiring their presence.

C. Additional Information Regarding Directors.

Each Fund's Independent Directors are paid a retainer plus a fixed fee for attending each meeting of the
Board of Directors and are reimbursed for expenses incurred in connection with attending such meetings. Each
Board I Fund for which they serve as a director or trustee pays a share of those expenses.

Neither the officers of the Funds nor any Interested Director receives any salary or fee from the Funds.
The Independent Directors of the Funds received the compensation shown below from each Fund with respect to each
Fund's fiscal year ended October 31, 2001.

The compensation from all of the Board I Funds (including the Funds) represents compensation received as a
director, trustee or member of a committee of the boards of those funds during the calendar year 2001.
Compensation from the Funds is paid for services in the positions listed below their names.

- ----------------------------- ---------------------------------------- ----------------- --------------- ------------------
Name of Director and Other Aggregate Compensation Retirement Number of Total
Benefits
Accrued as Part Funds which Compensation
Fund of Oppenheimer Nominee From All
Position(s) (as Value Fund Oversees as Funds Overseen
applicable) from the following Oppenheimer Funds: Expenses1 of 12/31/01 by Nominee2
- ----------------------------- ---------------------------------------- ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Disciplined Value Fund1
Allocation Fund1
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Leon Levy $643 $1,229 $240 31 $173,700
Chairman
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Robert G. Galli3 $266 $669 $67 41 $202,886
Study Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Phillip Griffiths4 $266 $331 $18 30 $54,889
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Benjamin Lipstein $555 $855 $0 31 $150,152
Study Committee Chairman,
Audit Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Elizabeth B. Moynihan $391 $753 $151 31 $105,760
Study Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Kenneth A. Randall $359 $671 $119 31 $97,012
Audit Committee Chairman
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Edward V. Regan $237 $840 $293 31 $95,960
Proxy Committee Chairman,
Audit Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Russell S. Reynolds, Jr. $355 $492 $83 31 $71,792
Proxy Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Donald Spiro $391 $386 $21 31 $64,080
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
Clayton K. Yeutter5 $203 $627 $218 31 $71,792
Proxy Committee Member
- ----------------------------- --------------------- ------------------ ----------------- --------------- ------------------
1. For the fiscal year ended October 31, 2001. Aggregate compensation includes fees, deferred
compensation, if any, and retirement plan benefits accrued for a Director. For Oppenheimer Disciplined
Allocation Fund, no retirement benefit expenses were allocated to the Fund for fiscal year ended October 31,
2001.
2. For the 2001 calendar year.
3. Total compensation for the 2001 calendar year includes compensation received for serving as a
trustee/director of 10 other Oppenheimer funds in addition to the Board I Funds.
4. Aggregate compensation includes $266 for Oppenheimer Disciplined Allocation Fund and $313 for
Oppenheimer Value Fund deferred under Deferred Compensation Plan described below.
5. Aggregate compensation includes $51 for Oppenheimer Disciplined Allocation Fund and $102 for Oppenheimer
Value Fund deferred under Deferred Compensation Plan described below.

Each Fund has adopted a retirement plan that provides for payments to retired Directors. Payments are up
to 80% of the average compensation paid during a Director's five years of service in which the highest
compensation was received. A Director must serve as director or trustee for any of the Board I funds for at least
15 years to be eligible for the maximum payment. Each Director's retirement benefits will depend on the amount of
compensation received by the Director for service in future fiscal years as well as the Director's length of
service. The Funds cannot estimate the number of years of credited service that will be used to determine those
benefits at this time. Therefore, the amount of the retirement benefits cannot be determined at this time.

The Board of Directors has adopted a Deferred Compensation Plan for Independent Directors that enables
them to elect to defer receipt of all or a portion of the annual fees they are entitled to receive from the
Funds. Under the plan, the compensation deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds selected by the Director. The amount paid to
the Director under the plan will be determined based upon the performance of the selected funds.

Deferral of Directors' fees under the plan will not materially affect either Fund's assets, liabilities
or net income per share. The plan will not obligate either Fund to retain the services of any Director or to pay
any particular level of compensation to any Director. Pursuant to an order issued by the Securities and Exchange
Commission, both Funds may invest in the funds selected by the Director under the plan.

D. Information Regarding Officers.

Information is given below about the executive officers who are not Directors or nominees for Director
of the Fund, including their business experience during the past five years. Messrs. Murphy, Zack, Wixted,
Molleur, Bartlett, Leavy and Manioudakis and Mses. Feld and Ives, respectively, hold the same offices with one or
more of the other funds in the OppenheimerFunds complex. In light of Mr. Murphy's nomination as a director, his
biographical information is provided above.

- --------------------------------------------- ------------------------------------------------------------------------
Name, Address,1 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Funds and Length of Service2
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Bruce Bartlett, Vice President and Senior Vice President (since January 1999) of the Manager; an officer
Portfolio Manager of Oppenheimer and portfolio manager of other Oppenheimer funds, prior to joining the
Disciplined Allocation Fund (since November Manager in April, 1995, he was a Vice President and Senior Portfolio
2000) Manager at First of America Investment Corp. (September 1986 - April
Age: 51 1995). An officer of 6 portfolios in the OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Christopher Leavy, Vice President and Senior Vice President (since September 2000) of the Manager; prior to
Portfolio Manager of Oppenheimer joining the Manager in September 2000, he was a portfolio manager of
Disciplined Allocation Fund and Oppenheimer Morgan Stanley Dean Witter Investment Management (from 1997) prior to
Value Fund (since November 2000) which he was a portfolio manager and equity analyst of Crestar Asset
Age: 30 Management (from 1995). An officer of 4 portfolios in the
OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Angelo Manioudakis, Vice President and Senior Vice President of the Manager (since April 2002); an officer
Portfolio Manager of Oppenheimer Disciplined and portfolio manager of other Oppenheimer funds; formerly Executive
Allocation Fund (since April 2002) Director and portfolio manager for Miller, Anderson & Sherrerd, a
Age: 35 division of Morgan Stanley Investment Management (August 1993-March
2002). An officer of 9 portfolios in the OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer, Principal Financial and Treasurer (since March 1999) of HarbourView Asset Management
Accounting Officer (since April 1999) Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
Age: 42 Management Corporation, Shareholder Financial Services, Inc.,
Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc.
(since March 2000), OppenheimerFunds International Ltd. And
Oppenheimer Millennium Funds plc (since May 2000), offshore fund
management subsidiaries of the Manager, and OFI Institutional Asset
Management, Inc. (since November 2000); Treasurer and Chief Financial
Officer (since May 2000) of Oppenheimer Trust Company, a trust company
subsidiary of the Manager; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program
(since April 2000); formerly Principal and Chief Operating Officer,
Bankers Trust Company-Mutual Fund Services Division (March 1995-March
1999). An officer of 89 portfolios in the OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Robert G. Zack, Secretary (since November Senior Vice President (since May 1985) and General Counsel (since
1, 2001) February 2002) of the Manager; General Counsel and a director (since
Age: 53 November 2001) of OppenheimerFunds Distributor, Inc.; Senior Vice
President and General Counsel (since November 2001) of HarbourView
Asset Management Corporation; Vice President and a director (since
November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice
President, General Counsel and a director (since November 2001) of
Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI
Private Investments, Inc., Oppenheimer Trust Company and OFI
Institutional Asset Management, Inc.; General Counsel (since November
2001) of Centennial Asset Management Corporation; a director (since
November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant
Secretary and a director (since November 2001) of OppenheimerFunds
International Ltd.; Vice President (since November 2001) of
OppenheimerFunds Legacy Program; Secretary (since November 2001) of
Oppenheimer Acquisition Corp.; formerly Acting General Counsel
(November 2001-February 2002) and Associate General Counsel (May
1981-October 2001) of the Manager; Assistant Secretary of Shareholder
Services, Inc. (May 1985-November 2001), Shareholder Financial
Services, Inc. (November 1989-November 2001); OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (October
1997-November 2001). An officer of 89 portfolios in the
OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary (since November 1, 2001) formerly a Vice President and Associate Counsel of the Manager
Age: 44 (September 1995-July 1999). An officer of 82 portfolios in the
OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of the Manager;
Assistant Secretary (since November 1, 2001) Vice President (since June 1990) of OppenheimerFunds Distributor,
Age: 43 Inc.; Director, Vice President and Secretary (since June 1999) of
Centennial Asset Management Corporation; Vice President (since 1997)
of Oppenheimer Real Asset Management, Inc.; formerly Vice President
and Associate Counsel of the Manager (June 1990-July 1999). An officer
of 85 portfolios in the OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary Vice President and Assistant Counsel (since June 1998) of the Manager;
(since November 1, 2001) Vice President (since 1999) of OppenheimerFunds Distributor, Inc.;
Age: 36 Vice President and Assistant Secretary (since 1999) of Shareholder
Services, Inc.; Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder Financial Services,
Inc.; formerly Assistant Vice President and Assistant Counsel of the
Manager (August 1997-June 1998); Assistant Counsel of the Manager
(August 1994-August 1997). An officer of 85 portfolios in the
OppenheimerFunds complex.
- --------------------------------------------- ------------------------------------------------------------------------

All officers serve at the pleasure of the Board.

As of July 1, 2002, the Directors, nominees for Director and officers, individually and as a group,
beneficially owned less than 1% of the outstanding Class A shares and no Class B, Class C or Class N shares of
Oppenheimer Disciplined Allocation Fund. As of July 1, 2002, the Directors, nominees for Director and officers,
individually and as a group, beneficially owned less than 1% of the outstanding Class A shares and no Class B,
Class C, Class N or Class Y shares of Oppenheimer Value Fund. The foregoing statement does not reflect ownership
of shares of the Funds held of record by an employee benefit plan for employees of the Manager, other than the
shares beneficially owned under the plan by the officers of the Funds listed above. In addition, each Independent
Director, and his or her family members, do not own securities of either the Manager or OppenheimerFunds
Distributor, Inc. (the "Distributor" of the Board I Funds) or any person directly or indirectly controlling,
controlled by or under common control with the Manager or Distributor.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS DIRECTOR

Introduction to Proposal 2

A. What is the Historical Background of the Funds' Current Investment Policies?

The Funds operate in accordance with their investment objectives, policies and restrictions, which are
described in their respective prospectus and statement of additional information (together, the "prospectus").
The Funds' policies generally are classified as either "fundamental" or "non-fundamental." Fundamental policies
can be changed only by a shareholder vote. Non-fundamental policies may be changed by the Directors without
shareholder approval, although significant changes would be described in amendments to each Fund's prospectus.

The 1940 Act requires that certain policies be classified as fundamental. Proposal 2 is intended to
modernize each Fund's policies as well as standardize their respective policies by reclassifying fundamental
policies that are not required to be fundamental as non-fundamental or by eliminating them entirely. The
proposals are designed to provide each Fund with maximum flexibility to pursue its investment objective and
respond to an ever-changing investment environment. However, neither Fund has any current intention of
significantly changing its actual investment strategies even if shareholders approve the proposed changes.

Subsequent to the Funds being established, certain regulatory requirements applicable to registered
open-end investment companies (referred to as "mutual funds" in this Proxy Statement) changed. For example,
certain restrictions previously imposed by state regulations were preempted by the National Securities Markets
Improvement Act of 1996 ("NSMIA"), and are no longer applicable to mutual funds. As a result, the Funds
currently are subject to several fundamental investment policies that are either more restrictive than required
under current regulations or no longer required at all.

With the passage of time, the development of new industry practices and changes in regulatory standards,
several of the Funds' fundamental policies are considered by the Directors and the Manager to be unnecessary or
unwarranted. The standardized policies proposed below would satisfy current federal regulatory requirements and
are written to provide the Funds with flexibility to respond to future legal, regulatory, market and industry
developments. The proposed standardized changes will not affect either Fund's investment objective.

B. Why does the Board of Directors Recommend the Proposed Changes?

The Directors believe standardizing and reducing the total number of investment policies that can be
changed only by a shareholder vote will assist the Funds and the Manager in maintaining compliance with the
various investment restrictions to which the Funds are subject, and will help minimize the costs and delays
associated with holding future shareholder meetings to revise fundamental investment policies that become
outdated or inappropriate. The Directors also believe that the Manager's ability to manage each Fund's assets in
a changing investment environment will be enhanced, and that investment management opportunities will be
increased by the proposed changes.

Although the Directors believe the proposed changes in fundamental investment policies will provide the
Funds greater flexibility to respond to future investment opportunities, the Directors do not anticipate that the
changes, either individually or together, will result in a material change in the level of risk associated with
an investment in either Fund. In addition, the Directors do not anticipate that the proposed changes will
materially affect the manner in which the Funds are managed. In the future, if the Directors determine to change
materially the manner in which the Funds are managed, each Fund's prospectus would be amended to reflect such a
change.

The recommended changes are specified below. Shareholders are requested to vote on each sub-proposal in
Proposal 2 separately. If approved, the effective date of the sub-proposals will be delayed until each Fund's
prospectus can be updated to reflect the changes. If any sub-proposal in Proposal 2 is not approved, the
fundamental investment policy or policies covered in that sub-proposal will remain unchanged.

All of the sub-proposals below apply to both Funds, as the Funds have the following policies in common.

PROPOSAL 2: TO APPROVE THE ELIMINATION OR AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS

A. Purchasing Restricted or Illiquid Securities.

Both Funds are currently subject to a fundamental investment policy concerning the purchase of
restricted or illiquid securities, including repurchase agreements maturing in more than seven (7) days. It is
proposed that each Fund's current fundamental policy be eliminated and replaced by a non-fundamental policy that
can be changed by the Directors in the future without shareholder approval. The Funds' current and proposed
investment policies are set forth below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot invest more than 10% in the aggregate The Fund cannot invest more than 10% of its net
of the value of its total assets in repurchase assets in illiquid or restricted securities
agreements maturing in more than seven days, time (including repurchase agreements maturing beyond
deposits maturing in more than two days, portfolio seven (7) days).
securities that do not have readily available market
quotations and all other illiquid assets.

The existing policy is not required to be a fundamental policy under the 1940 Act, and the Directors recommend
that each Fund's current fundamental policy be replaced with the proposed non-fundamental policy in order to
provide each Fund with maximum flexibility consistent with current regulatory requirements. The staff of the SEC
currently takes the position that a non-money market fund, such as the Funds, is required to limit its
investments in illiquid assets (including repurchase agreements maturing beyond seven (7) days) to 15% of net
assets. The purpose of limiting a fund's investments in illiquid securities is to ensure that the fund is able
to satisfy redemption requests in accordance with its obligations under the 1940 Act.

A repurchase agreement involves the purchase of a security concurrently with an agreement to resell the
same security at a later date. Repurchase agreements are considered loans under the 1940 Act, and must be
collateralized by the underlying security. The Funds' repurchase agreements require that at all times while the
repurchase agreement is in effect, the value of the collateral must equal or exceed the repurchase price in order
to fully collateralize the counterparty's repayment obligation. Nonetheless, if the counterparty fails to pay
the resale price on the delivery date, the Funds may incur costs in disposing of the collateral and may
experience losses if there is any delay in their ability to dispose of the collateral.

The Funds' investments in repurchase agreements having maturities beyond seven days would still be
limited to 10% of the respective net assets of the Funds. If shareholders approve elimination of each Fund's
fundamental policy regarding repurchase agreements, the Funds would continue to require that ownership and
control of the underlying securities be transferred to the Funds consistent with applicable law.

Time deposits are non-negotiable deposits in a bank for a specified period of time. They may be subject
to early withdrawal penalties. Time deposits that are subject to early withdrawal penalties are already subject
to each Fund's limits on illiquid investments as stated above. However, the proposed non-fundamental policy
would no longer treat time deposits that mature in more than two days as illiquid. Instead, time deposits that
mature in more than seven days would be subject to the Funds' respective policies limiting investments in
illiquid securities.

The proposed non-fundamental policy is more conservative than current regulatory requirements as it
limits illiquid investments to 10% of each Fund's net assets as opposed to 15% of net assets. The proposed
non-fundamental policy is intended to conform each Fund's policy in this area to one that is consistent with that
of other Oppenheimer funds. The Directors believe that standardized policies will assist the Funds and the
Manager in maintaining compliance with the various investment restrictions to which the Funds are subject. The
recommended change is not expected to increase the risk of an investment in either Fund.

B. Purchasing Securities on Margin and Making Short Sales.

Both Funds are currently subject to a fundamental investment policy prohibiting them from purchasing
securities on margin and engaging in short sales. The existing policy is not required to be a fundamental
investment policy under the 1940 Act. It is proposed that this current fundamental policy prohibiting purchases
of securities on margin and engaging in short sales be eliminated. The Funds' current fundamental investment
policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot purchase any securities on margin or make short sales of securities or
maintain a short position. However, the Fund can obtain such short- term credits as
may be necessary for the clearance of purchases and sales of portfolio securities. The
deposit or payment by the Fund of initial or maintenance margin in connection with
futures contracts or related options transactions is not considered to be the purchase
of a security on margin.

Margin purchases involve the purchase of securities with borrowed money, and the 1940 Act imposes certain
restrictions on borrowing as discussed in detail below under sub-proposals 2.J. and 2.K. ("Borrowing" and
"Pledging, Mortgaging or Hypothecating Assets," respectively). "Margin" is the cash or securities that the
borrower places with a broker as collateral against the loan. Although each Fund's current fundamental
investment policy prohibits purchasing securities on margin, the 1940 Act permits the Funds to obtain such
short-term credits as may be necessary for the clearance of transactions. In addition, SEC staff interpretations
permit mutual funds to make margin payments in connection with the purchase and sale of futures contracts and
options on futures contracts.

In a short sale, an investor sells a borrowed security with a corresponding obligation to the lender to
return the identical security. In an investment technique known as a short sale "against-the-box," an investor
sells short while owning the same securities in the same amount, or having the right to obtain equivalent
securities. The investor could have the right to obtain equivalent securities, for example, through ownership of
options or convertible securities.

A short sale is a form of leverage. Leverage exists when a fund has the right to a return on an
investment that exceeds the amount the fund contributed to the investment. The use of leverage exposes
shareholders and their investments in a fund to a greater risk of loss. For example, engaging in short sales may
cause the value of a fund's shares to be more volatile than if the fund did not engage in short selling. In
addition, in a short sale, there is a risk that the investor may have to buy the security later at a price higher
than the sales price and incur a loss as a result.

As a result of NSMIA, the state restrictions regarding margin purchases and short sales no longer apply
to the Funds. The Directors recommend that shareholders eliminate this fundamental investment policy in order to
conform each Fund's policy with that of other Oppenheimer funds. Elimination of this fundamental investment
policy is unlikely to affect management of the Funds, and is not expected to materially increase the risk of an
investment in either Fund.

The Funds would continue to be prohibited from purchasing securities on margin. However, consistent
with the 1940 Act and their current policies, the Funds would continue to be able to obtain such short-term
credits as may be necessary for clearance of transactions and to make margin payments in connection with the
purchase and sale of futures contracts and options on futures contracts.

Although the Funds would be permitted to sell securities short if shareholders approve this
sub-proposal, the Funds would have to segregate liquid assets to cover their obligation under any short sale. If
the Directors and Manager believed that it was in the best interests of either Fund to engage in short sales to a
significant degree, that Fund's prospectus would have to be updated to reflect such a change in policy. Among
other things, the prospectus would be updated to describe in detail the risks associated with short sales, which
are outlined above.

C. Investing in a Company for the Purpose of Exercising Control

Both Funds are currently subject to a fundamental investment policy prohibiting them from investing in
portfolio companies for the purpose of exercising control. It is proposed that the current fundamental
investment policy be eliminated. Although the Funds have no intention of investing for the purpose of exercising
control of a company, the Directors believe that the existing policy is unnecessary and may reduce possible
investment opportunities as well as undermine the ability of the Funds to realize the full value of portfolio
investments under certain circumstances. The Funds' current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot, by itself or together with any other fund, portfolio or portfolios, make
investments for the purpose of exercising control over, or management of, any issuer.

Elimination of this fundamental investment policy is not expected to have a significant impact on either Fund's
investment practices or management, because the Funds have no intention of investing in companies for the purpose
of obtaining or exercising management or control. This policy was originally adopted to address then existing
state requirements in connection with the registration of shares of the Funds for sale in a particular state or
states. As a result of NSMIA, the state restriction no longer applies to the Funds.

In addition, the existing policy may unnecessarily restrict the investment flexibility of the Funds
because the Funds might be considered to be investing for control if they purchase a large percentage of the
securities of a single issuer. The existing policy also may undermine each Fund's ability to realize the full
value of portfolio investments under certain circumstances. For example, if an issuer in which one of the Funds
has invested subsequently seeks to reorganize under the protection of the bankruptcy laws, it may be in the
Fund's best interest to be represented on the creditors' committee appointed during the bankruptcy proceedings.
The existing policy may prevent the Funds from securing representation on such a creditors' committee.

The Directors therefore recommend that shareholders approve elimination of this fundamental investment
policy in order to increase each Fund's flexibility when choosing investments and investment strategies in the
future. As noted above, elimination of this fundamental policy is unlikely to affect management of the Funds, and
is not expected to materially increase the risk of an investment in either Fund.

D. Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate.

Both Funds are currently subject to a fundamental investment policy prohibiting them from investing in
interests in oil, gas or other mineral-related programs or leases, commodities and real estate. It is proposed
that the current fundamental policies regarding real estate and commodities be amended, and the current
fundamental policy regarding investment in oil, gas and other mineral or development programs be eliminated. The
Funds' current and proposed fundamental restrictions are set forth below.

Current Fundamental Policy Proposed Fundamental Policy on Commodities
-------------------------- ------------------------------------------
The Fund cannot purchase or sell interests in oil, The Fund cannot invest in physical commodities or
gas or other mineral exploration or development commodities contracts. However, the Fund can invest
programs, commodities, commodity contracts or real in hedging instruments permitted by any of its other
estate. However, the Fund can purchase securities of investment policies, and can buy or sell options,
issuers that invest or deal an any of the above futures, securities or other instruments backed by,
interests and can invest for hedging purposes in or the investment return from which is linked to,
futures contracts on securities, financial changes in the price of physical commodities,
instruments and indices, and foreign currency, as commodity contracts or currencies.
are approved for trading on a registered exchange.
Proposed Fundamental Policy on Real Estate
------------------------------------------
The Fund cannot invest in real estate or in
interests in real estate. However, the Fund can
purchase securities of issuers holding real estate
or interests in real estate (including securities of
real estate investment trusts) if permitted by its
other investment policies.

The 1940 Act requires a mutual fund to have fundamental investment policies governing investments in real estate
and commodities and fundamental policies addressing such investments would be retained under the sub-proposal.
Amendment of these fundamental policies is unlikely to affect management of either Fund, and the Directors
believe that the proposed fundamental policies on investing in real estate and commodities will provide the Funds
with the maximum flexibility consistent with the current legal requirements.

The limitation on investing in oil, gas or other mineral exploration or development programs was
originally adopted to address then existing state requirements in connection with the registration of shares of
the Funds for sale in a particular state or states. As a result of NSMIA, this state restriction no longer
applies to the Funds. The Directors recommend that shareholders eliminate this fundamental investment policy in
order to conform the Funds' policies in this area with that of other Oppenheimer funds. In addition, the
Directors believe that its elimination could increase each Fund's flexibility when choosing investments in the
future.

Although the Funds would be permitted to invest in interests in oil, gas or other mineral exploration or
development programs if shareholders approve this sub-proposal, the Funds currently have no intention of
investing in such interests. If the Directors and Manager believed that it was in the best interests of either
Fund to invest in oil, gas or other mineral exploration or development programs to a significant degree, that
Fund's prospectus would have to be updated to reflect such a change in policy. Among other things, the
prospectuses would be updated to describe in detail the risks associated with investments in interests in oil,
gas, or other mineral exploration or development programs, which may have limited liquidity so that the Funds
could have difficulty selling them at an acceptable price when they want to sell them.

In addition, the values of interests in oil, gas, or other mineral exploration or development programs
may be more volatile than other investments. Nonetheless, as previously noted, neither Fund currently has an
intention of investing in such interests if shareholders approve this sub-proposal.

E. Entering into Reverse Repurchase Agreements.

Both Funds are currently subject to a fundamental investment policy prohibiting them from entering into
reverse repurchase agreements in excess of 1/3 of the value of their total assets. It is proposed that the
current fundamental policy be eliminated. The Funds' current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot allow its current obligations under reverse repurchase agreements, together
with borrowings, to exceed 1/3 of the value of its total assets (less all its liabilities
other than the obligations under borrowings and such agreements).

A reverse repurchase agreement involves the sale of a security concurrently with an agreement to repurchase the
same security at a later date. A reverse repurchase agreement is considered a borrowing under the 1940 Act,
involving the leveraging of a fund's assets.

As discussed in detail below under sub-proposal 2.J. ("Borrowing"), the 1940 Act imposes certain
restrictions on the borrowing activities of mutual funds. The restrictions on borrowing are designed to protect
shareholders and their investment in a fund by limiting a fund's ability to leverage its assets, which exposes
shareholders and their investments in a fund to a greater risk of loss. For example, investing in reverse
repurchase agreements may cause the value of a fund's shares to be more volatile than a fund that does not invest
in reverse repurchase agreements. Nonetheless, in order to cover its obligation under a reverse repurchase
agreement and limit the effects of leverage, a fund must segregate liquid assets to cover its obligation to
repurchase the subject securities.

Neither Fund's policy regarding reverse repurchase agreements is required to be a fundamental policy
under the 1940 Act, and the Directors propose that each Fund's current fundamental policy be eliminated in order
to provide the Funds with maximum flexibility consistent with the current legal requirements. Although
elimination of this policy may subject the Fund's assets to increased risk related to leverage, each Fund's
ability to invest in reverse repurchase agreements would continue to be subject to the Funds' respective
limitations on borrowing, as discussed in detail below under sub-proposal 2.J. ("Borrowing").

F. Investing in Securities of Foreign Issuers.

Both Funds are currently subject to a fundamental investment policy limiting their investment in
securities of foreign issuers. It is proposed that the current fundamental policy be eliminated. The Funds'
current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot invest in securities of foreign issuers if at the time of acquisition more
than 10% of its total assets, taken at market value at the time of the investment, would be
invested in such securities. However, up to 25% of the total assets of the Fund may be
invested in the aggregate in such securities that are (i) issued, assumed or guaranteed by
foreign governments, or political subdivisions or instrumentalities thereof, (ii) assumed
or guaranteed by domestic issuers (including Eurodollar securities), or (iii) issued,
assumed or guaranteed by foreign issuers having a class of securities listed for trading on
The New York Stock Exchange.

Currently, both Funds focus their investments in companies organized or headquartered in the United States.
However, investing in securities issued by foreign companies may offer potential benefits not available from
investing solely in securities issued by U.S. companies. They include the opportunity to invest in foreign
companies that appear to offer growth potential, or in foreign countries with economic policies or business
cycles different from those of the U.S., or to reduce fluctuations in portfolio value by taking advantage of
foreign stock markets that do not move in a manner parallel to U.S. markets.

Investments in foreign securities also present special risks and considerations not typically associated
with investments in domestic securities. These additional risks include reduction of income by foreign taxes;
fluctuation in value of foreign investments due to changes in currency rates or currency control regulations;
lack of public information about foreign issuers; lack of uniform accounting, auditing and financial reporting
standards in foreign countries comparable to those applicable to domestic issuers; greater volatility and less
liquidity on foreign markets than in the U.S.; less governmental regulation of foreign issuers, stock exchanges
and brokers than in the U.S.; greater difficulties in commencing lawsuits; higher brokerage commission rates than
in the U.S. and increased risks of delays in settlement of portfolio transactions or loss of certificates for
portfolio securities; possibilities in some countries of expropriation, nationalization, confiscatory taxation,
political, financial or social instability or adverse diplomatic developments.

Emerging and developing markets abroad may also offer special opportunities for investing but have
greater risks than more developed foreign markets, such as those in Europe, Canada, Australia, New Zealand and
Japan. Additionally, debt obligations of foreign governments and entities may or may not be supported by the full
faith and credit of the foreign government.

Neither Fund's current policy is required to be a fundamental policy under the 1940 Act, and the
Directors propose that each Fund's current fundamental policy be eliminated in order to provide the Funds with
maximum flexibility consistent with the current legal requirements. The Directors believe that eliminating this
policy will not affect management of either Fund, as neither Fund currently intends to change its level of
foreign investment.

G. Industry Concentration.

Both Funds currently have a fundamental investment policy prohibiting them from "concentrating" their
investments, that is, investing "more than 25%" of their total assets in any one industry, excluding securities
issued or guaranteed by the United States government or its agencies and instrumentalities. Consistent with the
SEC staff's interpretation of "concentration" under the 1940 Act, the Funds interpret this policy to apply to
"25% or more" of their respective total assets rather than "more than 25%." The Directors propose that the Funds'
respective industry concentration policies remain fundamental, but be amended to state that they apply to "25% or
more" of each Fund's total assets and to clarify that the policies do not apply to investments in securities
issued by other mutual funds. The Directors believe that amending this policy as proposed will not affect
management of either Fund. The Funds' current and proposed policies are stated below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest more than 25% of the value of its The Fund cannot invest 25% or more of its
total assets in the securities of issuers in any single total assets in any one industry. That limit
industry. However, this limitation shall not apply to the does not apply to securities issued or
purchase of obligations issued or guaranteed by the U.S. guaranteed by the U.S. government or its
government, its agencies or instrumentalities. For the agencies and instrumentalities or securities
purpose of this restriction, each utility that provides a issued by investment companies.
separate service (for example, gas, gas transmission,
electric or telephone) shall be considered to be a
separate industry. This test shall be applied on a pro
forma basis using the market value of all assets
immediately prior to making any investment.

The purpose of this proposal is to clarify each Fund's fundamental policy on industry concentration and to
conform their policy in this area to one that is consistent with that of other Oppenheimer funds. The Directors
believe that standardized policies will assist the Funds and the Manager in maintaining compliance with the
various investment policies to which the Oppenheimer funds are subject. In addition, if shareholders approve
this proposal, the Funds would be permitted to enter into a fund-of-funds arrangement as discussed in detail
below under Sub-proposal 2.H. ("Investing in Other Investment Companies"), including the risks associated with a
fund-of-funds arrangement.

H. Investing in Other Investment Companies.

Both Funds are currently subject to a fundamental investment policy limiting their investment in
securities of other investment companies. It is proposed that each Fund's current fundamental policy be
eliminated and replaced with a revised non-fundamental policy that can be changed in the future without
shareholder approval. The Funds' current and proposed investment policies are set forth below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot purchase securities of other The Fund cannot invest in securities of other
investment companies, except in connection with a investment companies, except to the extent
merger, consolidation, acquisition or reorganization. permitted under the 1940 Act, the rules or
It can also purchase in the open market securities of regulations thereunder or any exemption
closed-end investment companies if no underwriter or therefrom, as such statute, rules or regulations
dealer's commission or profit, other than the may be amended or interpreted from time to time.
customary broker's commission is involved and only if
immediately thereafter not more than 10% of the Fund's
total assets, taken at market value, would be invested
in such securities.

The existing policy is not required to be fundamental under the 1940 Act. The purpose of this proposal is to
provide the Funds with the maximum flexibility permitted by law to pursue their investment objectives.

The ability of the Funds to invest in other mutual funds is restricted by Section 12(d)(1) of the 1940
Act. NSMIA amended Section 12 to permit mutual funds to enter into so-called fund-of-funds or master/feeder
arrangements with other mutual funds in a fund complex, and granted the SEC broad powers to provide exemptive
relief for these purposes. The Funds are parties to an exemptive order from the SEC permitting them to enter into
fund-of-funds arrangements with other affiliated funds. Elimination of this fundamental investment policy is
necessary to permit the Funds to take advantage of the exemptive relief. However, the Funds do not currently
anticipate participating in a fund-of-funds arrangement. Although they may do so in the future if shareholders
approve this proposal, each Fund's prospectus would have to be updated to reflect such a change in policy.

An investment in another mutual fund may result in the duplication of expenses. Should the Directors
determine in the future that either Fund's participation in a fund-of-funds arrangement is in the best interests
of the Fund, the Directors would consider and take steps to mitigate the potential for duplication of fees in
determining whether either Fund's participation in such an arrangement is suitable for the Fund and its
shareholders.

I. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof.

Both Funds are currently subject to a fundamental investment policy concerning their ability to engage
in certain hedging transactions. It is proposed that the current fundamental policy be eliminated. The Funds'
current investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot write, purchase or sell puts, calls or combinations thereof, except that it
can write covered call options.

Currently, each Fund can write covered calls on securities, futures and stock indices, and can buy and sell
certain kinds of futures contracts and forward contracts, which are referred to as "hedging instruments." The
Funds are not required to use hedging instruments to seek their objectives, and they do not use hedging
instruments for speculative purposes.

If the Funds are permitted to trade options, particularly on sector indices, they may be better able to
hedge industry sector risks within their portfolios. When a mutual fund writes a put, it receives a premium. That
premium represents a profit, as long as the price of the underlying instrument remains equal to or above the
exercise price of the put. The fund also assumes the obligation during the option period to buy the underlying
instrument from the buyer of the put at the exercise price. If a put written by a fund expires, the fund realizes
a gain in the amount of the premium less the transaction costs incurred. However, if the underlying investment
declines in value below the exercise price, the Fund may be required to purchase the underlying investment at a
disadvantageous price. If the Funds are permitted to write puts, the put must be covered by segregated liquid
assets.

Options trading involves the payment of premiums and has special tax effects on the Funds. There are
also special risks in particular hedging strategies. For example, if a covered call written by the Funds is
exercised on an investment that has increased in value, the Funds will be required to sell the investment at the
call price and will not be able to realize any profit if the investment has increased in value above the call
price.

Neither Fund's existing policy is required to be a fundamental policy under the 1940 Act, and the
Directors believe that elimination of this policy could increase the Funds' flexibility when choosing investments
in the future without materially affecting the risk of an investment in either Fund. Neither Fund currently uses
hedging instruments to a significant degree, and even if shareholders approve this sub-proposal, neither Fund
currently anticipates investing in hedging instruments to a significant degree.

J. Borrowing.

The 1940 Act imposes certain restrictions on the borrowing activities of mutual funds. A fund's
borrowing policy must be a fundamental investment policy.

The restrictions on borrowing are designed to protect mutual fund shareholders and their investments in
a fund by limiting a fund's ability to leverage its assets. Leverage exists when a fund has the right to a return
on an investment that exceeds the amount the fund contributed to the investment. Borrowing money to make an
investment is an example of how a fund may leverage its assets.

A mutual fund may borrow money to meet redemptions in order to avoid forced, unplanned sales of
portfolio securities. This technique allows a fund greater flexibility to buy and sell portfolio securities for
investment or tax considerations rather than for cash flow considerations. Some mutual funds also borrow for
investment purposes. Neither Fund currently borrows for investment purposes.

There are risks associated with borrowing. Borrowing exposes shareholders and their investments in a
fund to a greater risk of loss. For example, borrowing may cause the value of a fund's shares to be more
volatile than if the fund did not borrow. In addition, to the extent a fund borrows, it will pay interest on the
money that it borrows, and that interest expense will raise the overall expenses of the fund and reduce its
returns. The interest payable on the borrowed amount may be more (or less) than the return the fund receives
from the securities purchased with the borrowed amount.

Both Funds are currently subject to a fundamental investment policy concerning borrowing that is more
restrictive than required by the 1940 Act. The Directors propose that each Fund's policy on borrowing be amended
to permit the Funds to borrow as permitted under the 1940 Act. As amended, each Fund's policy on borrowing would
remain a fundamental policy changeable only by the vote of a majority of the outstanding voting securities of the
Funds as defined in the 1940 Act.

The Funds' current and proposed fundamental investment policies are set forth below. The current policy
on borrowing requires the Funds to borrow only from banks for temporary purposes, and limits the Funds' borrowing
to 10% of its assets. Each Fund's current policy also prohibits each Fund from borrowing for investment or
leverage purposes. Nonetheless, neither Fund proposes to borrow for investment purposes if shareholders approve
this sub-proposal.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot borrow amounts in excess of 10% of its The Fund may not borrow money, except to the
total assets, taken at market value at the time of the extent permitted under the 1940 Act, the rules
borrowing. It can borrow only from banks as a temporary or regulations thereunder or any exemption
measure for extraordinary or emergency purposes. It therefrom that is applicable to the Fund, as
cannot make investments in portfolio securities while such statute, rules or regulations may be
such outstanding borrowings exceed 5% of its total assets. amended or interpreted from time to time.

Currently, under the 1940 Act, a mutual fund may borrow only from banks and the maximum amount it may borrow is
up to one-third of its total assets (including the amount borrowed). A fund may borrow up to 5% of its total
assets for temporary purposes from any person. Under the 1940 Act, there is a rebuttable presumption that a loan
is temporary if it is repaid within 60 days and not extended or renewed. If shareholders approve this
sub-proposal, each Fund's current fundamental policy will be replaced by the proposed fundamental policy and each
Fund's prospectus will be updated to describe the current restrictions regarding borrowing under the 1940 Act,
the rules and regulations thereunder and any exemptions applicable to the Funds.

If this sub-proposal and the lending proposal described below in sub-proposal 2.L. ("Lending") are
approved by shareholders, and the Funds were to seek and obtain the necessary regulatory relief, it would be
possible for the Funds to borrow from and lend to other Oppenheimer funds whose policies permit such activity and
that have obtained the necessary regulatory relief as well. If all of the pre-conditions noted in the preceding
sentence were satisfied and the Directors were to determine that it was in either Fund's best interest to borrow
from or lend to other Oppenheimer funds, that Fund's prospectus would be updated to reflect such a practice.

K. Pledging, Mortgaging or Hypothecating of Assets.

Both Funds are currently subject to a fundamental investment policy concerning the pledging, mortgaging
or hypothecating of their respective assets. It is proposed that this current fundamental investment policy be
eliminated.

Current Fundamental Policy
--------------------------

No assets of the Fund may be pledged, mortgaged or hypothecated except to secure a
borrowing, and in that case no more 10% of the Fund's total assets may be pledged,
mortgaged or hypothecated.

The existing policy concerning pledging, mortgaging or hypothecating of assets is not required to be fundamental
under the 1940 Act, and the Directors believe that the Funds should be provided with the maximum flexibility
permitted by law to pursue their investment objectives. The Directors recommend that the policy regarding
pledging, mortgaging or hypothecating be eliminated so that the Funds may enter into collateral arrangements in
connection with their borrowing requirements consistent with their other investment policies, including their
policies regarding borrowing and issuing senior securities. The risks associated with borrowing are discussed in
detail under sub-proposal 2.J. ("Borrowing").

L. Lending.

Under the 1940 Act, a fund's policy regarding lending must be fundamental. It is proposed that the
Funds' current fundamental policy be replaced by a revised fundamental policy that permits the Funds to engage in
lending to the extent their lending is consistent with the 1940 Act, the rules thereunder or any exemption from
the 1940 Act that is applicable to the Funds.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot make loans. However, the Fund may lend The Fund cannot make loans, except to the
portfolio securities in accordance with the Fund's extent permitted under the 1940 Act, the rules
investment policies up to 33 1/3% of the Fund's total or regulations thereunder or any exemption
assets taken at market value. The Fund can also enter into therefrom that is applicable to the Fund, as
repurchase agreements, and purchase all or a portion of an such statute, rules or regulations may be
issue of publicly distributed debt securities, bank loan amended or interpreted from time to time.
participation interests, bank certificates of deposit,
bankers' acceptances, debentures or other securities,
whether or not the purchase is made upon the original
issuance of the securities.

Currently, the 1940 Act permits (a) lending of securities, (b) purchasing debt instruments or similar evidences
of indebtedness, and (c) investing in repurchase agreements. If shareholders approve this sub-proposal, each
Fund's current fundamental policy will be replaced by the proposed fundamental policy and each Fund's prospectus
will be updated to reflect the 1940 Act's current restrictions regarding lending.

Currently, the Funds are not permitted to make loans, except that they can lend portfolio securities up
to 33 1/3% of their total assets, enter into repurchase agreements and invest in debt investments. If
shareholders approve the proposed change in each Fund's policy, the Directors do not anticipate that it will
affect the management of the Funds. The Funds currently do not anticipate making loans, which are subject to the
risk that the borrower may fail to pay interest due under the terms of the loan or repay the principal amount
loaned.

Although neither Fund currently anticipates engaging in securities lending even though permitted to do
so, there are additional risks in connection with securities lending. The Funds might experience a delay in
receiving additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower
defaults.

If this sub-proposal and the borrowing proposal described above in Sub-proposal 2.J. ("Borrowing") are
approved by shareholders, and the Funds were to seek and obtain the necessary regulatory relief, it would be
possible for the Funds to lend to and borrow from other Oppenheimer funds whose policies permit such activity and
that have obtained the necessary regulatory relief as well. If all of the pre-conditions noted in the preceding
sentence were satisfied and the Directors were to determine that it was in either Fund's best interest to lend to
or borrow from other Oppenheimer funds, that Fund's prospectus would be updated to reflect such a practice.

M. Diversification.

Under the 1940 Act, a fund's policy regarding diversification may not be changed without shareholder
approval. Currently, with respect to 100% of their respective total assets, neither Fund can invest more than 5%
of its total assets in the securities of any one issuer, or more than 15% of its total assets in the obligations
of any one bank. Additionally, neither Fund may purchase more than 10% of the principal amount of the outstanding
debt securities of an issuer, or 10% of the outstanding voting securities of an issuer. Neither Fund's
restriction applies to securities issued by the U.S. government or any of its agencies or instrumentalities. The
Directors propose that each Fund's policy with respect to diversification be amended to apply to 75% of their
respective total assets only, and clarify that the policy does not apply to securities of other investment
companies.

Although the proposed change would not affect either Fund's status as a "diversified" fund, the proposed
policy could subject an investment in the Funds to greater risk as the Funds would be able to invest a greater
percentage of their respective assets in the securities of a single issuer. Nonetheless, approval of this
sub-proposal is not expected to materially affect management of the Funds. In addition, the proposed change
would be consistent with the requirements of the 1940 Act and would promote the standardization of fundamental
investment policies among the funds in the OppenheimerFunds complex.

As amended, the policy on diversification for each Fund would remain a fundamental policy changeable by
the vote of a majority of the outstanding voting securities as defined in the 1940 Act. The Funds' current and
proposed fundamental investment policies are set forth below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest more than 5% of its total The Fund cannot buy securities or other
assets (taken at market value at the time of each instruments issued or guaranteed by any one issuer
investment) in the securities (other than securities if more than 5% of its total assets would be
of the U.S. government or its agencies) of any one invested in securities or other instruments of
issuer or invest more than 15% of its total assets in that issuer or if it would then own more than 10%
the obligations of any one bank. This restriction of that issuer's voting securities. This
applies to repurchase agreements with any one bank or limitation applies to 75% of the Fund's total
dealer. Additionally, the Fund cannot purchase more assets. The limit does not apply to securities
than either 10% of the principal amount of the issued or guaranteed by the U.S. government or any
outstanding debt securities of an issuer, or 10% of of its agencies or instrumentalities or securities
the outstanding voting securities of an issuer. This of other investment companies.
restriction shall not apply to securities issued or
guaranteed by the U.S. government or its agencies,
bank money market instruments or bank repurchase
agreements.

The proposed policy also would permit the Funds to enter into a fund-of-funds arrangement as previously
discussed above under sub-proposal 2.H. ("Investing in Other Investment Companies"), including the risks
associated with a fund-of-funds arrangement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE

INFORMATION ABOUT THE FUNDS

Fund Information. As of the close of business on July 1, 2002, Oppenheimer Disciplined Allocation Fund had
9,796,859.854 shares outstanding, consisting of 8,422,766.373 Class A, 1,089,071.029 Class B, 240,821.897 Class C
and 44,200.555 Class N, and Oppenheimer Value Fund had 14,260,804.357 shares outstanding, consisting of
9,851,196.192 Class A, 3,431,390.605 Class B, 874,629.781 Class C, 36,369.963 Class N and 67,217.816 Class Y
shares. Each share of each Fund has voting rights as stated in this Proxy Statement and is entitled to one vote
for each share (and a fractional vote for a fractional share).

Beneficial Owners. Occasionally, the number of shares of each Fund held in "street name" accounts of various
securities dealers for the benefit of their clients as well as the number of shares held by other shareholders of
record may exceed 5% of the total shares outstanding. As of July 1, 2002, the only persons who owned of record or
were known by the Funds to beneficially own 5% or more of any class of each Fund's outstanding shares were:

Oppenheimer Disciplined Allocation Fund
---------------------------------------

RPSS TR Country Hills Health Care Inc., 401K Plan, Attn: Sandi Steers, 1580 Broadway, El Cajon, CA
92021-5124, which owned 2,491.140 Class N shares (5.63% of the Class N shares then outstanding).

RPSS TR Industry Bancshares, Inc., 401K Plan Attn: Bonnie Schulz, PO Box 66, Industry, TX
78944-0066 which owned 5,741.846 Class N shares (12.99% of the Class N shares then outstanding).

Lyn H. Hammond TR, Pelham Family Practice 401K, 25 CreekView Ct., Greenville, SC 29615-4800 which
owned 2,378.454 Class N shares (5.38% of the Class N shares then outstanding).

Penson Financial Services, Inc., FBO 186012521, 1700 Pacific Avenue, Suite 1400, Dallas TX 75201,
which owned 14,325.614 Class N shares (32.41% of the Class N shares then outstanding).

Penson Financial Services, Inc., FBO 186012601, 1700 Pacific Avenue, Suite 1400, Dallas TX 75201,
which owned 14,545.665 Class N shares (32.90% of the Class N shares then outstanding).

Oppenheimer Value Fund
----------------------

RPSS TR Gussco Manufacturing, Inc., 401K Plan, Attn: Robert Sharp, 5112 2nd Ave., Brooklyn, NY
11232-4309, which owned 6,807.970 Class N shares (18.71% of the Class N shares then outstanding).

RPSS TR Unified Staffing & Assoc. Inc., 401K Plan, Attn: Ronald Bilnoski, 1400 Woodloch Forest Dr.,
Suite 200, The Woodlands, TX 77380-1179, which owned 14,227.580 Class N shares (39.11% of the Class
N shares then outstanding).

RPSS TR Industry Bancshares Inc, 401K Plan Attn: Bonnie Schulz, PO Box 66, Industry, TX 78944-0066,
which owned 2,270.589 Class N shares (6.24% of the Class N shares then outstanding).

RPSS TR IRA FBO Donald Sinclair, 1816 N. Fremont Street, Chicago, IL 60614-5005, who owned
1,854.217 Class N shares (5.09% of the Class N shares then outstanding).

Persumma Financial Services Mass Mutual Financial Group, for benefit of participants in underlying
retirement plans, 1295 State St. #N328, Springfield, MA 01111-0001, which owned 67,160.245 Class Y
shares (99.91% of the Class Y shares then outstanding).
The Manager, the Distributor and the Transfer Agent. Subject to the authority of the Board of Directors, the
Manager is responsible for the day-to-day management of each Fund's business pursuant to its investment advisory
agreement with the Funds. The Distributor, a wholly owned subsidiary of the Manager, is the general distributor
of the Funds' shares. OppenheimerFunds Services, a division of the Manager, located at 6803 South Tucson Way,
Englewood, CO 80112, serves as the transfer and shareholder servicing agent (the "Transfer Agent") for the Funds,
for which it was paid $296,066 by Oppenheimer Disciplined Allocation Fund and $631,640 by Oppenheimer Value Fund
during their fiscal years ended October 31, 2001.

The Manager (including affiliates and subsidiaries) managed assets of more than $125 billion at June 30, 2002,
including more than 65 funds having more than seven million shareholder accounts. The Manager is a wholly owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are located at 498 Seventh Avenue, New
York, New York 10018. MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired
the Manager on October 22, 1990. As indicated below, the common stock of OAC is owned by (i) certain officers
and/or directors of the Manager, (ii) MassMutual and (iii) another investor. No institution or person holds 5% or
more of OAC's outstanding common stock except MassMutual. MassMutual has engaged in the life insurance business
since 1851.

The common stock of OAC is divided into three classes. At December 31, 2001, MassMutual held (i) all of the
21,600,000 shares of Class A voting stock, (ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801
shares of Class C non-voting stock. This collectively represented 95.35% of the outstanding common stock and
96.46% of the voting power of OAC as of that date. Certain officers and/or directors of the Manager held (i)
884,810 shares of the Class B voting stock, representing 1.52% of the outstanding common stock and 2.49% of the
voting power, (ii) 537,090 shares of Class C non-voting stock, and (iii) options acquired without cash payment
which, when they become exercisable, allow the holders to purchase up to 8,395,700 shares of Class C non-voting
stock. That group includes persons who serve as officers of the Funds and John V. Murphy, who serves as a
Director of both Funds.

Holders of OAC Class B and Class C common stock may sell their shares and vested options to OAC or MassMutual at
a formula price (based on, among other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise purchase options on all outstanding shares of both such classes of common stock
and vested options at the same formula price. There were no transactions by a person who serves as a Director of
either Fund during the period June 30, 2000 to June 30, 2002.

The names and principal occupations of the executive officers and directors of the Manager are as follows: John
Murphy, Chairman, President, Chief Executive Officer and a director; O. Leonard Darling, Vice Chairman, Executive
Vice President, Chief Investment Officer and a director; George Batejan, Executive Vice President and Chief
Information Officer; Robert G. Zack, Senior Vice President and General Counsel; Craig Dinsell, James Ruff and
Andrew Ruotolo, Executive Vice Presidents; Brian W. Wixted, Senior Vice President and Treasurer; and Charles
Albers, Victor Babin, Bruce Bartlett, Robert A. Densen, Ronald H. Fielding, P. Lyman Foster, Robert B. Grill,
Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, Chris Leavy, Angelo
Manioudakis, Charles McKenzie, Andrew J. Mika, David Negri, David Robertson, Richard Rubinstein, David Schulz,
Arthur Steinmetz, John Stoma, Jerry A. Webman, William L. Wilby, Donna Winn, Kenneth Winston, Carol Wolf, Kurt
Wolfgruber and Arthur J. Zimmer, Senior Vice Presidents. These officers are located at one of the three offices
of the Manager: 498 Seventh Avenue, New York, NY 10018; 6803 South Tucson Way, Englewood, CO 80112; and 350
Linden Oaks, Rochester, NY 14625-2807.

Custodian. The Bank of New York, One Wall Street, New York, New York 10015, acts as custodian of each Fund's
securities and other assets.

Reports to Shareholders and Financial Statements. The respective Annual Reports to Shareholders of the Funds,
including financial statements of each Fund for its fiscal year ended October 31, 2001, have previously been sent
to shareholders. The Semi-Annual Report to Shareholders of each Fund as of April 30, 2002 also has previously
been sent to shareholders. Upon request, shareholders may obtain without charge a copy of the Annual and
Semi-Annual Reports by writing either Fund at the address above, or calling the Funds at 1.800.708.7780 or
visiting the Manager's website at www.oppenheimerfunds.com. The Funds' transfer agent will provide a copy of the
reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Funds mail only one copy of each prospectus and
annual and semi-annual report to shareholders having the same last name and address on their 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 1.800.708.7780. You may also notify the Transfer Agent in writing. Individual copies of
prospectuses and reports will be sent to you within 30 days after the Transfer Agent receives your request to
stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the proxy ballot, notice of meeting, and
this Proxy Statement will be paid proportionately by each Fund. All other costs incurred with the solicitation
of proxies, including any additional solicitation by letter, telephone or otherwise, will be paid by the Fund
incurring the additional expense. In addition to solicitations by mail, officers of the Funds or officers and
employees of the Transfer Agent, without extra compensation, may conduct additional solicitations personally or
by telephone.

Proxies also may be solicited by a proxy solicitation firm hired at each Fund's expense to assist in the
solicitation of proxies. Currently, if either Fund determines to retain the services of a proxy solicitation
firm, the Funds anticipate retaining Alamo Direct Mail Services, Inc. Any proxy solicitation firm engaged by the
Funds, 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.

If either Fund does engage a proxy solicitation firm, as the Meeting date approaches, certain shareholders may
receive telephone calls from a representative of the solicitation firm 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 the Funds. Proxies that are obtained telephonically will be recorded in accordance with the
procedures set forth below. 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, the last four digits of the shareholder's social security or employer
identification number, 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 in the mail. 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 proposals listed on the proxy ballot, and
ask for the shareholder's instructions on such proposals. 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.

It is anticipated the cost of engaging a proxy solicitation firm would not exceed $15,000 for either Fund plus
----
the additional out-of-pocket costs, that may be substantial, incurred in connection with contacting those
shareholders that have not voted. Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the execution of proxies. For those services, they
will be reimbursed by the Funds for their expenses.

If the shareholder wishes to participate in the Meeting, but does not wish to give his or her proxy
telephonically, the shareholder may still submit the proxy ballot originally sent with the Proxy Statement in the
postage paid envelope provided or attend in person if a record owner. Should shareholders require additional
information regarding the proxy ballot or a replacement proxy ballot, they may contact us toll-free at
1.800.708.7780. Any proxy given by a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."

Please take a few moments to complete your proxy ballot promptly. You may provide your completed proxy ballot
via facsimile, telephonically or by mailing the proxy ballot in the postage paid envelope provided. You also may
cast your vote by attending the Meeting in person if you are a record owner.

Telephone Voting. The Funds have arranged to have votes recorded by telephone. Shareholders must enter a unique
control number found on their respective proxy ballots before providing voting instructions by telephone. After
a shareholder provides his or her voting instructions, those instructions are read back to the shareholder and
the shareholder must confirm his or her voting instructions before disconnecting 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.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the benefit of its 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 may (if permitted by applicable stock exchange rules) vote, as
record holder of such shares, for the election of Directors and on the Proposals in the same proportion as that
broker-dealer votes street account shares for which it has received voting instructions in time to be voted.
Beneficial owners of street account shares cannot vote in person at the meeting. Only record owners may vote in
person at the meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker indicates that the broker does not
have discretionary authority to vote the shares on that matter. Abstentions and broker non-votes will have the
same effect as a vote against the proposal.

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 have been
timely received.

Quorum. A majority of the shares outstanding and entitled to vote, present in person or represented by proxy,
constitutes a quorum at the Meeting. Shares over which broker-dealers have discretionary voting power, shares
that represent broker non-votes and shares whose proxies reflect an abstention on any item are all counted as
shares present and entitled to vote for purposes of determining whether the required quorum of shares exists.

Required Vote. Persons nominated as Directors must receive a plurality of the votes cast, which means that the
eleven (11) nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as
long as the votes FOR a nominee exceed the votes AGAINST that nominee. Shareholders of both Funds vote together
regarding the election of Directors. Shareholders of each Fund vote separately with respect to each sub-proposal
under Proposal 2.

Approval of each of the sub-proposals under Proposal 2 requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of each Fund voting in the aggregate and not by
class. As defined in the 1940 Act, the vote of a majority of the outstanding shares means the vote of (1) 67% or
more of a Fund's outstanding shares present at a meeting, if the holders of more than 50% of the outstanding
shares of each Fund are present or represented by proxy; or (2) more than 50% of a Fund's outstanding shares,
whichever is less.

How are votes counted? 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. You may direct the proxy holders to vote your shares on a
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. Alternatively, you may simply sign, date and return your proxy ballot
with no specific instructions as to the proposals. If you properly execute and return a proxy ballot but fail to
indicate how the votes should be cast, the proxy ballot will be voted in favor of the election of each of the
nominees named in this Proxy Statement for Director and in favor of each Proposal.

Shares of each Fund may be held by certain institutional investors for the benefit of their clients. If the
institutional investor does not timely receive voting instructions from its clients with respect to such Shares,
the institutional investor may be authorized to vote such Shares, as well as Shares the institutional investor
itself owns, in the same proportion as Shares for which voting instructions from clients are 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 forwarding to the Fund a later-dated
proxy, or (3) attending the Meeting and casting your votes in person if you are a record owner. Granted proxies
typically will be voted at the final meeting, but may be voted at an adjourned meeting if appropriate. Please be
advised that the deadline for revoking your proxy by telephone is 3:00 p.m. (ET) on the last business day before
the Meeting.

Shareholder Proposals. The Company is not required and does not intend to hold shareholder meetings on a regular
basis. Special meetings of shareholders may be called from time to time by either the Company or the shareholders
(for certain matters and under special conditions described in the Statement 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 each 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 the Company of any such proposal. Under those rules, a proposal must
have been submitted a reasonable time before the Company began to print and mail this Proxy Statement in order to
be included in this Proxy Statement. A proposal submitted for inclusion in the Company's proxy material for the
next special meeting after the meeting to which this Proxy Statement relates must be received by the Company a
reasonable time before the Company 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
Company began to mail this Proxy Statement. The fact that the Company receives a proposal from a qualified
shareholder in a timely manner does not ensure its inclusion in the proxy material because there are other
requirements under the proxy rules for such inclusion.

OTHER MATTERS

The Directors do not intend to bring any matters before the Meeting other than Proposals 1 and 2 and the
Directors and the Manager are not aware of any other matters to be brought before the Meeting by others. Because
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 as 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.

In the event a quorum is not present or sufficient votes in favor of one or more Proposals set forth in
the Notice of Meeting of Shareholders 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 shareholders. A vote may be taken on one or more of the proposals in this proxy statement
prior to any such adjournment if a quorum is present, sufficient votes for its approval have been received and it
is otherwise appropriate.

By Order of the Board of Directors,

Robert G. Zack, Secretary
August 6, 2002

- --------

1 The address of each nominee is 6803 S. Tucson Way, Englewood, CO 80112-3924.
2 If elected, each Director will serve for an indefinite term, until his or her resignation, death or removal.
1 The address of Mr. Murphy is 498 Seventh Avenue, New York, NY 10018.
2 If elected, Mr. Murphy will serve for an indefinite term, until his resignation, death or removal.
1 The address of each Officer is 498 Seventh Avenue, New York, NY 10018 except for Mr. Wixted and Ms. Ives, whose
address is 6803 S. Tucson Way, Englewood, CO 80112-3924.

2 Each Officer serves for an annual term or until his or her resignation, death or removal.

EX-99 3 shareholderltr.htm SHAREHOLDER LETTER OPPEHHEIMER SERIES FUND, INC.

John V. Murphy
Chairman, President and OppenheimerFunds Logo
Chief Executive Officer OppenheimerFunds, Inc.
498 Seventh Avenue
New York, NY 10018
WWW.OPPENHEIMERFUNDS.COM
------------------------

August 6, 2002

Dear Shareholder,

We have scheduled a shareholders' meeting on September 24, 2002 for you to decide upon some important proposals for
Oppenheimer Disciplined Allocation Fund and Oppenheimer Value Fund, each a series of Oppenheimer Series Fund, Inc.
Your ballot card and a detailed statement of the issues are enclosed with this letter.

Your Board of Directors believes the matters being proposed for approval are in the best interests of the Fund and
its shareholders and recommends a vote "for" the election of all nominees for Director and "for" each proposal.
Regardless of the number of shares you own, it is important that your shares be represented and voted. So we urge
you to consider these issues carefully and make your vote count.

How do you vote?

To cast your vote, simply mark, sign and date the enclosed proxy ballot and return it in the postage-paid envelope
today. You also may vote by telephone by following the instructions on the proxy ballot. Using a touch-tone
telephone to cast your vote saves you time and helps reduces expense of the Funds. If you vote by phone, you do not
need to mail the proxy ballot.

Remember, it can be expensive for the Funds--and ultimately for you as a shareholder--to remail ballots if not enough
responses are received to conduct the meeting. If your vote is not received before the scheduled meeting, you may
receive a telephone call reminding you to vote.

What are the issues?

o Election of Directors. You are being asked to consider and elect eleven Directors. You will find detailed
information on the Directors in the enclosed proxy statement.

o Approval of the Elimination or Amendment of Certain Fundamental Investment Policies. Your approval is
requested to eliminate or amend certain fundamental investment policies of the Funds.

Please read the enclosed proxy statement for complete details on these proposals. Of course, if you have any
questions, please contact your financial advisor, or call us at 1.800.708.7780. As always, we appreciate your
confidence in OppenheimerFunds and look forward to serving you for many years to come.

Sincerely,
John V. Murphy signature

Enclosures
XP0205.003.0802

EX-99 4 qanda.htm PROXY QUESTION AND ANSWER Oppenheimer Series Fund, Inc.

FOR INTERNAL USE ONLY IN RESPONSE TO SHAREHOLDER INQUIRIES
- ----------------------------------------------------------

Oppenheimer Disciplined Allocation Fund and Value Fund Proxy Script
Mailing Date: August 6, 2002
Meeting Date: September 24, 2002
Mail Quantity: 34,000
- -----------------------------------------------------------------------------------------------------------------------

Q. Who is eligible to vote?
If you owned shares of either of the Funds on July 1, 2002, then you are entitled to vote.

Q. How does the Board of Directors recommend that I vote?
The Board of Directors recommends that the fund's shareholders approve all of the proposals by voting "FOR"each
proposal.

Q. What are the proposals?
Proposal 1: Election of Directors - At the Meeting, eleven (11) Directors are to be elected.
- ---------------------------------

Proposal 2: To Approve the Elimination or Amendment of Certain Fundamental Investment Policies of the Fund
- ----------------------------------------------------------------------------------------------------------

Q. Why is it necessary to eliminate or change fundamental investment policies?
The policies proposed to be eliminated or changed are either more restrictive than required under current law or are
no longer required at all. The changes proposed would result in your fund having a list of investment restrictions
that are standardized with those of the other Oppenheimer funds. The changes are unlikely to affect the day-to-day
management of your fund.

Q. Which fundamental investment restrictions will be amended or eliminated?
Proposal 2A: Purchasing Restricted or Illiquid securities - The Funds' current policies are not required to be
- ----------------------------------------------------------
fundamental. The proposed policy is more conservative than current regulatory requirements. The Directors recommend
that the current policy be eliminated and replaced with a non-fundamental policy. Please see the proxy statement for
a more detailed discussion of this proposal.

Proposal 2B Purchasing Securities on Margin and Making Short Sales - Currently, both Funds cannot purchase
- ------------------------------------------------------------------
securities, or other instruments on margin, nor can they make short sales. The policy was originally adopted to
comply with state regulations that no longer apply. Elimination of this policy is unlikely to affect management of
the Funds as the Funds would continue to be prohibited from purchasing securities on margin, except to obtain such
short-term credits as may be necessary for clearance of transactions. Although the Funds would be permitted to sell
securities short if shareholders approved this sub-proposal, the Funds would have to segregate liquid assets to cover
their obligation under any short-sale. Please see the proxy statement for a more detailed discussion of this
proposal.

Proposal 2C: Investing in a Company for the Purpose of Acquiring Control - Currently, the Fund cannot make
- ------------------------------------------------------------------------
investments for the purpose of exercising control of management. The policy was originally adopted to comply with
state requirements that no longer apply. Elimination of this fundamental policy is unlikely to affect management of
the Funds, as neither Fund intends to invest for control of a company. Please see the proxy statement for a more
detailed discussion of this proposal.

Proposal 2D: Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate
- --------------------------------------------------------------------------------------------------------------------
- - Currently, the Fund cannot invest in interests in oil, gas or other mineral exploration or development programs,
commodities or real estate. The policy with respect to oil, gas and mineral development programs was originally
adopted to comply with state regulations that no longer apply. Elimination of that policy is unlikely to affect
management of the Fund. The Funds will continue to have fundamental policies regarding commodities and real estate.
Please see the proxy statement for a more detailed discussion of this proposal.

Proposal 2E: Entering into Reverse Repurchase Agreements - A reverse repurchase agreement involves the sale of a
- ---------------------------------------------------------
security concurrently with an agreement to repurchase the same security at a later date. A reverse repurchase
agreement is considered a borrowing act. Neither Fund's policy regarding reverse repurchase agreements is required
to be a fundamental policy under the 1940 Act. The Directors propose that each Fund's current fundamental policy be
eliminated in order to allow the funds greater flexibility consistent with current legal requirements. The Funds'
reinvestment in repurchase agreements would continue to be subject to the Funds' policy regarding borrowing.

Proposal 2F: Investing in Securities of Foreign Issuers - Both Funds are currently subject to a fundamental
- --------------------------------------------------------------
investment policy limiting their investment in securities of foreign issuers. It is proposed that this policy be
eliminated. Currently both Funds focus their investments in companies organized or headquartered in the United
States. However investing in securities issued by foreign companies may offer potential benefits not available from
investing in solely in securities issued by U.S companies. Investing in foreign securities also has certain risks.
Nonetheless, elimination of this fundamental policy is not expected to affect how either Fund is managed. Please see
the proxy statement for a more detailed discussion of this proposal.

Proposal 2G: Industry Concentration - Currently, and under the Proposed Policy, neither Fund can invest more than 25%
- -----------------------------------
of its total assets in a single industry. Proposed Amended Policy: That limit does not apply to securities issued
or guaranteed by the US government or its agencies and instrumentalities or securities issued by other investment
companies of an industry. Amendment of this policy is unlikely to affect management of the Funds. Please see the
proxy statement for a more detailed discussion of this proposal.

Proposal 2H: Investing in Other investment Companies - Currently, the Funds cannot invest more than 5% of total
- ----------------------------------------------------
assets in securities of other investment companies, except if they are acquired as part of a merger, consolidation or
other acquisition. This policy is not required to be a fundamental policy under the 1940 Act, and its elimination is
unlikely to change the management of the Funds. Please see the proxy statement for a more detailed discussion of
this proposal.

Proposal 2I: Writing, Purchasing or Selling Puts Calls or Combination Thereof - Both Funds are currently subject to a
- -----------------------------------------------------------------------------
fundamental investment policy concerning their ability to engage in certain hedging transactions. It is proposed
that the current policy be eliminated as this policy is not required to be a fundamental policy under the 1940 Act,
and the Directors believe that elimination of this policy could increase each Fund's flexibility when choosing
investments without materially affecting the risk of an investment in either Fund. Neither fund currently
anticipates investing in hedging instruments to a significant degree regardless of whether this policy is eliminated.
Please see the proxy statement for a more detailed discussion of this proposal.

Proposal 2J: Borrowing - The Fund is currently subject to a more restrictive borrowing policy than is required by the
- ----------------------
1940 Act. The Directors recommend that the current policy be amended to permit the Fund to borrow as permitted by the
1940 Act. Please see the proxy statement for a more detailed discussion of this proposal.

Proposal 2K: Pledging, Mortgaging, or Hypothecating Assets - Both Funds are currently subject to a fundamental
- ----------------------------------------------------------
investment policy concerning the pledging, mortgaging or hypothecating Fund investment assets. This policy is not
required to be a fundamental policy under the 1940 Act, and the Directors recommend removing this policy so that each
Fund may pursue its investment objective with greater flexibility, consistent with the 1940 Act. Please see the
proxy statement for a more detailed discussion of this proposal.

Proposal 2L: Lending - The Fund is currently subjected to a more restrictive lending than is required by the 1940
- --------------------
Act. The Directors recommend that the current policy be amended to permit the Fund to make loans as permitted by the
1940 Act. Please see the proxy statement for a more detailed discussion of this proposal.

Proposal 2M: Diversification - With respect to 100% of their total assets, the Funds cannot buy securities issued or
- -----------------------------
guaranteed by any one issuer (except the US Government or any of its agencies or instrumentalities), if more than 5%
of the Fund's total assets would be invested in the securities of that issuer, of if the Funds would own more than
10% of that issuer's voting shares. It is proposed that this policy change so that it is only applied to 75% of the
Fund's total assets, and this limit will not apply to securities issued or guaranteed by the US Government or any of
its agencies or instrumentalities or securities of other investment companies. This change would be consistent with
the requirements of the 1940 Act and would promote the standardization of fundamental investment policies among the
funds in the OppenheimerFunds complex. The Trustees believe that amending the Funds' diversification policy as
proposed would increase the Fund's investment opportunities without materially increasing the risk. Please see the
proxy statement for a more detailed discussion of this proposal.

EX-99 5 televoting.htm PROXY TELEPHONE VOTING INSTRUCTIONS Oppenheimer Series Fund, Inc.

1.800.597.7836

Vote your OppenheimerFunds proxy over the phone
Voting your proxy is important.  And now OppenheimerFunds
Has made it easy. Vote at your convenience, 24 hours a day,
And save postage costs, ultimately reducing fund expenses.
Read your Proxy Card carefully.  To exercise your proxy,
Just follow these three simple steps:

1.       Call the toll free number: 1.800.597.7836.

2.       Enter the 14-digit Control Number, located on your Proxy Card.

3.       Follow the voice instructions.

If you vote by phone please do not mail your Proxy Card.

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