[PRELIMINARY COPY]
OPPENHEIMER TRINITY GROWTH FUND
Two World Trade Center, 34th Floor, New York, New York 10048-0203
1-800-525-7048
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 30, 2001
To the Shareholders of Oppenheimer Trinity Growth Fund:
Notice is hereby given that a Special Meeting of the Shareholders of Oppenheimer Trinity Growth Fund
("Trinity Growth Fund"), a registered investment management company, will be held at 6803 South
Tucson Way, Englewood, CO 80112 at 1:00 P.M., Mountain time, on August 30, 2001, or any adjournments
thereof (the "Meeting"), for the following purposes:
1. To approve an Agreement and Plan of Reorganization between Oppenheimer Trinity Growth Fund
("Trinity Growth Fund") and Oppenheimer Large Cap Growth Fund ("Large Cap Growth Fund"), and the
transactions contemplated thereby, including (a) the transfer of all the assets of Trinity Growth
Fund to Large Cap Growth Fund in exchange for Class A, Class B, Class C, Class N and Class Y shares
of Large Cap Growth Fund, (b) the distribution of these shares of Large Cap Growth Fund to the
corresponding Class A, Class B, Class C, Class N and Class Y shareholders of Trinity Growth Fund in
complete liquidation of Trinity Growth Fund and (c) the cancellation of the outstanding shares of
Trinity Growth Fund (all of the foregoing being referred to as the "Proposal").
2. To act upon such other matters as may properly come before the Meeting.
Shareholders of record at the close of business on June 13, 2001 are entitled to notice of, and to
vote at, the Meeting. The Proposal is more fully discussed in the Proxy Statement and Prospectus.
Please read it carefully before telling us, through your proxy or in person, how you wish your shares
to be voted. The Board of Trustees of Trinity Growth Fund recommends a vote in favor of the
Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
July 13, 2001
[341]
Shareholders who do not expect to attend the Meeting are requested to indicate voting instructions on the
enclosed proxy and to date, sign and return it in the accompanying postage-paid envelope. To avoid
unnecessary duplicate mailings, we ask your cooperation in promptly mailing your proxy no matter how large
or small your holdings may be.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus/Proxy Statement. Any representation to the
contrary is a criminal offense.
[PRELIMINARY COPY]
COMBINED PROSPECTUS AND PROXY STATEMENT
DATED JULY 13, 2001
Acquisition of the Assets of OPPENHEIMER TRINITY GROWTH FUND
By and in exchange for Class A, Class B, Class C, Class N and Class Y shares of
OPPENHEIMER LARGE CAP GROWTH FUND
This combined Prospectus and Proxy Statement solicits proxies from the shareholders of Oppenheimer
Trinity Growth Fund ("Trinity Growth Fund") to be voted at a Special Meeting of Shareholders (the "Meeting") to
approve the Agreement and Plan of Reorganization (the "Reorganization Agreement") and the transactions
contemplated thereby (the "Reorganization") between Trinity Growth Fund and Oppenheimer Large Cap Growth Fund
("Large Cap Growth Fund"). This combined Prospectus/Proxy Statement constitutes the Prospectus of Large Cap
Growth Fund and the Proxy Statement of Trinity Growth Fund filed on Form N-14 with the Securities and Exchange
Commission ("SEC"). If shareholders vote to approve the Reorganization Agreement and the Reorganization, the net
assets of Trinity Growth Fund will be acquired by and in exchange for shares of Large Cap Growth Fund. The
Meeting will be held at the offices of OppenheimerFunds, Inc. at 6803 South Tucson Way, Englewood, CO 80112 on
August 30, 2001 at 1:00 P.M. Mountain time. The Board of Trustees of Trinity Growth Fund is soliciting these
proxies on behalf of Trinity Growth Fund. This Prospectus/Proxy Statement will first be sent to shareholders on
or about July 13, 2001.
If the shareholders vote to approve the Reorganization Agreement, you will receive Class A shares of
Large Cap Growth Fund equal in value to the value as of the Valuation Date of your Class A shares of Trinity
Growth Fund; Class B shares of Large Cap Growth Fund equal in value to the value as of the Valuation Date of your
Class B shares of Trinity Growth Fund; Class C shares of Large Cap Growth Fund equal in value to the value as of
the Valuation Date of your Class C shares of Trinity Growth Fund; Class N shares of Large Cap Growth Fund equal
in value to the value as of the Valuation Date of your Class N shares of Trinity Growth Fund; and Class Y shares
of Large Cap Growth Fund equal in value to the value as of the Valuation Date of your Class Y shares of Trinity
Growth Fund. Trinity Growth Fund will then be liquidated and de-registered under the Investment Company Act of
1940.
Large Cap Growth Fund's investment objective is to seek capital appreciation. Large Cap Growth Fund
invests mainly in common stocks of U.S. companies the portfolio managers has selected from among those included
in the Russell 1000(R)Growth Index. The Russell 1000(R)Growth Index consists of common stocks that are believed to
have a greater-than-average growth orientation. The Index is a subset of the Russell 1000(R)Index, an index of
large-cap U.S. companies. The Fund currently considers a "large cap" issuer to be one having a market
capitalization of at least $12 billion, but that number can change as relative market values of stocks
fluctuate.
This Prospectus/Proxy Statement gives information about Class A, Class B, Class C, Class N and Class Y
shares of Large Cap Growth Fund that you should know before investing. You should retain it for future
reference. A Statement of Additional Information relating to the Reorganization described in this Proxy Statement
and Prospectus, dated July 13, 2001, (the "Proxy Statement of Additional Information") has been filed with the
Securities and Exchange Commission ("SEC") as part of the Registration Statement on Form N-14 (the "Registration
Statement") and is incorporated herein by reference. You may receive a copy by written request to the Transfer
Agent or by calling toll-free as detailed above. The Proxy Statement of Additional Information includes the
following documents: (i) Annual Report and Semi-Annual Reports as of July 31, 2000 and January 31, 2001,
respectively, of Large Cap Growth Fund; (ii) Annual Report and Semi-Annual Reports, as of July 31, 2000 and
January 31, 2001, respectively, of Trinity Growth Fund; (iii) the Large Cap Growth Fund Statement of Additional
Information; and (iv) Trinity Growth Fund Statement of Additional Information.
The Prospectus of Large Cap Growth Fund dated January 30, 2001, as supplemented March 1, 2001, is
attached to and considered a part of this Prospectus/Proxy Statement and is intended to provide you with
information about Large Cap Growth Fund.
The following documents have been filed with the SEC and are available without charge upon written
request to OppenheimerFunds Services (the "Transfer Agent") or by calling the toll-free number shown above: (i) a
Prospectus for Trinity Growth Fund, dated January 22, 2001, as supplemented March 1, 2001; (ii) a Statement of
Additional Information for Trinity Growth Fund, dated January 22, 2001, as revised March 1, 2001; and (iii) a
Statement of Additional Information for Large Cap Growth Fund, dated January 30, 2001, as revised March 1, 2001.
Mutual fund shares are not deposits or obligations of any bank, and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other U.S. government agency. Mutual fund shares involve investment risks
including the possible loss of principal.
This Proxy Statement and Prospectus is dated July 13, 2001.
TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT
Page
Synopsis
What am I being asked to vote on?......................................................... 6
What are the general tax consequences of the Reorganization?........................ 7
Comparisons of Some Important Features
How do the investment objectives and policies of the Funds compare?............... 7
Who manages the Funds?..................................................................... 8
What are the fees and expenses of each Fund and those expected after the
Reorganization?............................................................................. 8
Where can I find more financial information about the Funds?......................... 13
How have the Funds performed?............................................................. 14
What are other Key Features of the Funds?................................................. 19
Investment Management and Fees...................................................19
Transfer Agency and Custody Services.............................................20
Distribution Services...................................................................20
Purchases, Redemptions, Exchanges and other Shareholder Services.......... 21
Dividends and Distributions.......................................................... 21
What are the Principal Risks of an Investment in Large Cap Growth Fund?........... 21
Reasons for the Reorganization
Information about the Reorganization
How will the Reorganization be carried out?................................................ 23
Who will pay the Expenses of the Reorganization?........................................ 24
What are the Tax Consequences of the Reorganization?.................................. 24
What should I know about Class A, Class B, Class C, Class N and Class Y shares of
Large Cap Growth Fund?.................................................................. 25
What are the capitalizations of the Funds and what might the capitalizations be after the
Reorganization?.............................................................................. 25
Comparison of Investment Objectives and Policies
Are there any significant differences between the investment objectives and strategies of
the Funds?..................................................................................... 27
What are the main risks associated with investment in the Funds?..................... 27
How do the investment policies of the Funds compare?.................................. . 27
What are the fundamental investment restrictions of the Funds?........................ 29
How do the Account Features and Shareholder Services for the Funds Compare?.... 30
Investment Management............................................................ 31
Distribution.............................................................................. 31
Purchases and Redemptions.......................................................... 32
Shareholder Services.................................................................. 33
Dividends and Distributions......................................................... 33
Voting Information
How many votes are necessary to approve the Reorganization Agreement?........... 33
How do I ensure my vote is accurately recorded?......................................... 34
Can I revoke my proxy?..................................................................... 34
What other matters will be voted upon at the Meeting?................................. 34
Who is entitled to vote?...................................................................... 34
What other solicitations will be made?.................................................... 35
Are there any appraisal rights?............................................................. 35
Information about Large Cap Growth Fund
Information about Trinity Growth Fund
Principal Shareholders
Exhibit A - Agreement and Plan of Reorganization by and between Oppenheimer Trinity Growth Fund, and Oppenheimer
Large Cap Growth Fund
Enclosures:
Prospectus of Oppenheimer Large Cap Growth Fund, dated January 30, 2001, as supplemented
March 1, 2001.
SYNOPSIS
This is only a summary and is qualified in its entirety by the more detailed information contained in or
incorporated by reference in this Prospectus and Proxy Statement and by the Reorganization Agreement which is
attached as Exhibit A. Shareholders should carefully review this Prospectus and Proxy Statement and the
Reorganization Agreement in their entirety and, in particular, the current Prospectus of Large Cap Growth Fund
which accompanies this Prospectus and Proxy Statement and is incorporated herein by reference.
Shareholders of Trinity Growth Fund holding certificates representing their shares will not be required
to surrender their certificates in connection with the reorganization. However, former Class A shareholders of
Trinity Growth Fund whose shares are represented by outstanding share certificates will not be allowed to redeem
or exchange class shares of Large Cap Growth Fund they receive in the Reorganization until the certificates for
the exchanged Trinity Growth Fund have been returned to the Transfer Agent.
What am I being asked to vote on?
Your Fund's investment manager, OppenheimerFunds, Inc. (the "Manager"), proposed to the Board of Trustees a
reorganization of your Fund, Trinity Growth Fund, with and into Oppenheimer Large Cap Growth Fund so that
shareholders of Trinity Growth Fund may become shareholders of a substantially larger fund advised by the same
investment advisor with generally historically comparable performance, and investment objectives, policies, and
strategies very similar to those of their current Fund. In addition, portfolio management of the surviving Large
Cap Growth Fund will be the same one that manages Trinity Growth Fund. The Board also considered the fact that
the surviving fund has the potential for lower overall operating expenses. In addition, the Board considered
that both Funds have Class A, Class B, Class C, Class N and Class Y shares offered under identical sales charge
arrangements. The Board also considered that the Reorganization would be a tax-free reorganization, and there
would be no sales charge imposed in effecting the Reorganization. In addition, due to the relatively moderate
costs of the reorganization, the Boards of both Funds concluded that neither Fund would experience dilution as a
result of the Reorganization.
A reorganization of Trinity Growth Fund with and into Large Cap Growth Fund is recommended by the
Manager based on the fact that both Funds have very similar investment policies, practices and objectives, and
both are managed by Trinity Investment Management Corporation personnel.
At a meeting held on April 12, 2001, the Board of Trustees of Trinity Growth Fund approved a
reorganization transaction that will, if approved by shareholders, result in the transfer of the net assets of
Trinity Growth Fund to Large Cap Growth Fund, in exchange for an equal value of shares of Large Cap Growth Fund.
The shares of Large Cap Growth Fund will then be distributed to Trinity Growth Fund shareholders and Trinity
Growth Fund will be liquidated. As a result of the Reorganization, you will cease to be a shareholder of Trinity
Growth Fund and will become a shareholder of Large Cap Growth Fund. This exchange will occur on the Closing Date
of the Reorganization.
Approval of the Reorganization means you will receive Class A shares of Large Cap Growth Fund equal in
value to the value as of the Valuation Date of your Class A shares of Trinity Growth Fund; Class B shares of
Large Cap Growth Fund equal in value to the value as of the Valuation Date of your Class B shares of Trinity
Growth Fund; Class C shares of Large Cap Growth Fund equal in value to the value as of the Valuation Date of your
Class C shares of Trinity Growth Fund; Class N shares of Large Cap Growth Fund equal in value to the value as of
the Valuation Date of your Class N shares of Trinity Growth Fund; and Class Y shares of Large Cap Growth Fund
equal in value as of the Valuation Date of your Class Y shares of Trinity Growth Fund. The shares you receive
will be issued at net asset value without a sales charge or the payment of a contingent deferred sales charge
("CDSC") although if your shares of Trinity Growth Fund are subject to a CDSC, your Large Cap Growth Fund shares
will continue to be subject to the same CDSC applicable to your shares.
For the reasons set forth in the "Reasons for the Reorganization" section, the Board of Trinity Growth
Fund has determined that the Reorganization is in the best interests of the shareholders of Trinity Growth Fund.
The Board concluded that no dilution in value would result to shareholders of Trinity Growth Fund as a result of
the Reorganization.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
What are the general tax consequences of the Reorganization?
It is expected that shareholders of Trinity Growth Fund who are U.S. citizens will not recognize any
gain or loss for federal income tax purposes, as a result of the exchange of their shares for shares of Large Cap
Growth Fund. You should, however, consult your tax advisor regarding the effect, if any, of the Reorganization
in light of your individual circumstances. You should also consult your tax advisor about state and local tax
consequences. For further information about the tax consequences of the Reorganization, please see the
"Information About the Reorganization--What are the Tax Consequences of the Reorganization?"
COMPARISONS OF SOME IMPORTANT FEATURES
How do the investment objectives and policies of the Funds compare?
Trinity Growth Fund and Large Cap Growth Fund have the same investment objective. As a fundamental
investment policy, both Funds' investment objective is to seek capital appreciation.
In seeking their investment objectives, Trinity Growth Fund and Large Cap Growth Fund utilize a similar
investing strategy. Both Funds invest primarily in large cap U.S. issuers, and both are managed by Trinity
Investment Management Corporation personnel using Trinity's quantitative models.
Please refer to the Annual and Semi-Annual Reports of both Funds for a complete listing of the
investments for each Fund.
Who Manages the Funds?
The day-to-day management of the business and affairs of each Fund is the responsibility of the
Manager. Trinity Growth Fund is an open-end diversified investment management company with an unlimited number
of authorized shares of beneficiall interest organized as a Massachusetts business trust on May 6, 1999. It
commenced operations on September 1, 1999. Trinity Growth Fund is governed by a Board of Trustees, which is
responsible for protecting the interests of shareholders under Massachusetts law. Trinity Growth Fund is located
at Two World Trade Center, New York, New York 10048-0203.
Large Cap Growth Fund is an open-end, diversified investment management company with an unlimited number
of authorized shares of beneficial interest organized as a Massachusetts business trust on January 14, 1998 under
the name "Oppenheimer Institutional Growth Fund." On April 27, 1998, the name was changed to Oppenheimer Large
Cap Growth Fund. It commenced operation on December 17, 1998. Large Cap Growth Fund is governed by a Board of
Trustees, which is responsible for protecting the interests of shareholders under Massachusetts law. Large Cap
Growth Fund is located at Two World Trade Center, New York, New York 10048-0203.
The Manager, located at Two World Trade Center, New York, New York 10048-0203, acts as investment
advisor to both Funds. The three members of the portfolio management team for Trinity Growth Fund, Blake Gall,
Miguel de Braganca and Daniel Burke, are employees of Trinity Investment Management Corporation, the fund's
Sub-Advisor. They have been the portfolio managers for the Fund since the Fund's commencement of operations on
September 1, 1999.
The portfolio manager for Large Cap Growth is Patrick Bisbey, a Managing Director and Manager of Trading
and Portfolio Operations of Trinity Investment Management Corporation, a wholly-owned subsidiary of the Manager's
immediate parent, Oppenheimer Acquisition Corp. Mr. Bisbey was co-portfolio manager from September 14, 1999
through January 1, 2001, and became the Fund's Portfolio Manager on January 1, 2001.
Additional information about the Funds and the Manager is set forth below in "Comparison of Investment
Objectives and Policies."
What are the Fees and Expenses of each Fund and those expected after the Reorganization?
Trinity Growth Fund and Large Cap Growth Fund each pay a variety of expenses directly for management of
their assets, administration and distribution of their shares and other services. Those expenses are subtracted
from each Fund's assets to calculate the fund's net asset values per share. Shareholders pay these expenses
indirectly. Shareholders pay other expenses directly, such as sales charges.
The following tables are provided to help you understand and compare the fees and expenses of investing in shares
of Trinity Growth Fund with the fees and expenses of investing in shares of Large Cap Growth Fund. The pro forma
expenses of the surviving Large Cap Growth Fund show what the fees and expenses are expected to be after giving
effect to the Reorganization. All amounts shown are a percentage of net assets of each class of shares of the
Funds.
PRO FORMA FEE TABLE
For the 12 month period ended 3/31/01
-------------------------------------------------------------------------------------------
Pro Forma Surviving Large Cap Growth Fund Class A shares
Trinity Growth
Class A shares Fund Large Cap Growth Fund Class A Shares
- ------------------------------ -------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- --------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- --------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) on
purchases (as a 5.75% 5.75% 5.75%
% of offering price)
- ---------------------------------- --------------------------------------------------------------------------------------------
- ---------------------------------- --------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower of
the original offering price or None1 None1 None1
redemption proceeds)
---------------------------- ----------------------------- -----------------------------
- --------------------------- -------------------------- -------------------------- ----------------------------------------
Annual Fund Operating
Expenses (as a percentage
of average daily net
assets)
- --------------------------- -------------------------- -------------------------- ----------------------------------------
- --------------------------- ----------------------------------------------------------------------------------------------
Management Fees 0.75% 0.75% 0.75%
- --------------------------- -------------------------- -------------------------- ----------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Distribution and/or Service
(12b-1) Fees 0.14% 0.20% 0.25%
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------- ----------------------------------------------------------------------------------------------
Other Expenses4 0.72% 0.62% 0.56%
----------------------------- ----------------------------- ----------------------------
----------------------------- ----------------------------- ----------------------------
Total Fund Operating 1.61% 1.57% 1.56%
Expenses
- --------------------------- ----------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Pro Forma Surviving Large
Trinity Growth Fund Class Large Cap Growth Fund Cap Growth Fund Class B
B shares Class B Shares shares
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower 5%2 5%2 5%2
of the original offering
price or redemption proceeds)
- --------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Management Fees 0.75% 0.75% 0.75%
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Distribution and/or Service
(12b-1) Fees 1.00% 1.00% 1.00%
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Other Expenses4 0.72% 0.62% 0.56%
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
Total Fund Operating Expenses 2.47% 2.37% 2.20%
- --------------------------------- ----------------------------- ----------------------------- ----------------------------
- --------------------------------- ----------------------------- --------------------------- -----------------------------
Pro Forma Surviving Large
Trinity Growth Fund Large Cap Growth Fund Cap Growth Fund
Class C Shares Class C Shares Class C Shares
- --------------------------------- ----------------------------- --------------------------- -----------------------------
- -------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower 1%3 1%3 5%2
of the original offering
price or redemption proceeds)
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- -------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------- ---------------------------------------------------------------------------------------------
Management Fees 0.75% 0.75% 0.75%
- --------------------------- ---------------------------------------------------------------------------------------------
- --------------------------- ---------------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 1.00% 1.00% 1.00%
- --------------------------- ---------------------------------------------------------------------------------------------
- --------------------------- ---------------------------------------------------------------------------------------------
Other Expenses4 0.72% 0.62% 0.56%
- --------------------------- ---------------------------------------------------------------------------------------------
- --------------------------- ---------------------------------------------------------------------------------------------
Total Fund Operating 2.47% 2.37% 2.20%
Expenses
- --------------------------- ---------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Pro Forma Surviving Large
Trinity Growth Fund Class N Large Cap Growth Fund Class Cap Growth Fund Class N
shares N Shares shares
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- -------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower 1%5 1%5 1%5
of the original offering
price or redemption proceeds)
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- -------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Management Fees 0.75% 0.75% 0.75%
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Distribution and/or Service
(12b-1) Fees 0.50% 0.50% 0.50%
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Other Expenses4 0.72% 0.62% 0.56%
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Total Fund Operating Expenses 1.97% 1.87% 1.81%
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
Pro Forma Surviving Large
Trinity Growth Fund Large Cap Growth Fund Class Cap Growth Fund Class Y
Class Y Shares Y Shares Shares
- --------------------------------- ----------------------------- ----------------------------- ---------------------------
- -------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower None None None
of the original offering
price or redemption proceeds)
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- -------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Management Fees 0.75% 0.75% 0.75%
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Distribution and/or Service
(12b-1) Fees N/A N/A N/A
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Other Expenses4 0.72% 0.62% 0.56%
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Total Fund Operating Expenses 1.47% 1.37% 1.31%
- --------------------------------- ----------------------------- ---------------------------- ----------------------------
Note: Expenses may vary in future years.
1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000
for retirement plan accounts) of Class A shares. See "How to Buy Shares" in each Fund's Prospectus.
2. Applies to redemptions within the first year after purchase. The contingent deferred sales charge declines
to 1% in the sixth year and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
Other Expenses include transfer agent fees and custodial, accounting and legal expenses.
5. Applies to shares redeemed within 18 months of retirement plan's first purchase of Class N shares.
The 12b-1 fees for Class A shares of both Trinity Growth Fund and Large Cap Growth Fund are service plan
fees which are a maximum of 0.25% of average annual net assets of Class A shares. The 12b-1 fees for Class B,
Class C and Class N shares of both Funds are Distribution and Service Plan fees which include a service fee of
0.25% of average annual net assets, and an asset-based sales charge for Class B and Class C shares of 0.75% and
an asset-based sales charge of 0.25% for Class N shares of the average net assets.
Examples
These examples below are intended to help you compare the cost of investing in each Fund and the
proposed surviving Large Cap Growth Fund. These examples assume an annual return for each class of 5%, the
operating expenses described above and reinvestment of your dividends and distributions.
Your actual costs may be higher or lower because expenses will vary over time. For each $10,000
investment, you would pay the following projected expenses if you sold your shares after the number of years
shown.
12 Months Ended 3/31/01
Trinity Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $729 $1,054 $1,401 $2,376
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $750 $1,070 $1,516 $2,399
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $350 $770 $1,316 $2,806
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $300 $618 $1,062 $2,296
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $1,036 $1,323 $1,630 $2,499
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Trinity Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are not redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $729 $1,054 $1,401 $2,376
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $250 $770 $1,316 $2,399
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $250 $770 $1,316 $2,806
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $200 $618 $1,062 $2,296
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $150 $465 $803 $1,757
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Large Cap Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $726 $1,042 $1,381 $2,335
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $740 $1,039 $1,465 $2,325
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $340 $739 $1,265 $2,706
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $290 $588 $1,011 $2,190
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $139 $434 $750 $1,646
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Large Cap Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are not redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $726 $1,042 $1,381 $2,335
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $240 $739 $1,265 $2,325
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $240 $739 $1,265 $2,706
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $190 $588 $1,011 $2,190
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $139 $434 $750 $1,646
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Pro Forma Surviving Large Cap Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $725 $1,039 $1,376 $2,325
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $734 $1,021 $1,435 $2,286
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $334 $721 $1,235 $2,646
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $284 $569 $980 $2,127
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $1,021 $1,278 $1,554 $2,337
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Pro Forma Surviving Large Cap Growth Fund
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
If shares are not redeemed: 1 year 3 years 5 years 10 years1
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class A $725 $1,039 $1,376 $2,325
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class B $234 $721 $1,235 $2,286
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class C $234 $721 $1,235 $2,646
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class N $184 $569 $980 $2,127
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Class Y $133 $415 $718 $1,579
- -------------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B or Class C
contingent deferred sales charge. In the second example, the Class A expenses include the sales charge, but
Class B and Class C expenses do not include the contingent deferred sales charges.
1 Class B expenses for years 7 through 10 are based on Class A expenses, since Class B shares automatically
convert to Class A after 6 years.
Where can I find more financial information about the Funds?
Performance information for both Large Cap Growth Fund and Trinity Growth Fund is set forth in each
Fund's Prospectus under the section "The Fund's Past Performance." Large Cap Growth Fund's Prospectus accompanies
this Prospectus/Proxy Statement and is incorporated by reference.
The financial statements of Large Cap Growth Fund and additional information with respect to its
performance during its fiscal year ended July 31, 2000 (and the six month semi-annual period ended January 31,
2001), including a discussion of factors that materially affected its performance and relevant market conditions,
is set forth in Large Cap Growth Fund's Annual and Semi-Annual Reports dated as of July 31, 2000 and January 31,
2001, respectively, that are included in the Proxy Statement of Additional Information and incorporated herein by
reference. These documents are available upon request. See section entitled "Information About Large Cap Growth
Fund."
The financial statements of Trinity Growth Fund and additional information with respect to the Fund's
performance during its fiscal year ended July 31, 2000 (and the six month semi-annual period ended January 31,
2001), including a discussion of factors that materially affected its performance and relevant market conditions,
is set forth in Trinity Growth Fund's Annual and Semi-Annual Reports dated as of July 31, 2000 and January 31,
2001, respectively, that are included in the Proxy Statement of Additional Information and incorporated herein by
reference. These documents are available upon request. See section entitled "Information About Trinity Growth
Fund."
Pro forma financial statements for the twelve month period ended January 31, 2001 reflecting Large Cap
Growth Fund after the Reorganization are included in the Proxy Statement of Additional Information and
incorporated herein by reference.
How have the Funds performed?
Past performance information for each Fund is set forth in its respective Prospectus: (i) a bar chart
detailing annual total returns of Class A shares of each Fund as of December 31st for each of the full calendar
years since each Fund's inception; and (ii) a table detailing how the average annual total returns of Large Cap
Growth Fund's Class A, Class B, Class C and Class Y shares compare to those of the Russell 1000 Growth Index,
which is an index of large cap U.S. companies with a greater-than-average growth orientation, and to the Standard
and Poor's 500 Index, an unmanaged index of U.S. equity securities; and how Trinity Growth Fund's Class A, Class B,
Class C, and Class Y average annual total returns compare to those of the S and P 500/BARRA Growth Index, a subset
of the S and P 500 Index. Past performance is no guarantee of how a fund will perform in the future. Class N
shares of both Funds were not publicly offered prior to March 1, 2001, and thus no performance for Class N shares
is shown in the Annual and Semi-Annual Reports or in this Prospectus/Proxy Statement.
Average annual total returns for the Funds for the period ended December 31, 2000, are as follows:
[See appendix to prospectus/proxy statement for data in bar chart showing annual total returns for Oppenheimer
Trinity Growth Fund.]
Sales charges are not included in the calculations of return in this bar chart, and if those charges were
included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return for Oppenheimer Trinity Growth Fund (not annualized)
for a calendar quarter was 15.06% (4th Q'99) and the lowest return (not annualized) for a calendar quarter was
- -19.29% (4th Q'00).
[See appendix to prospectus/proxy statement for data in bar chart showing annual total returns for Oppenheimer
Large Cap Growth Fund.]
Sales charges are not included in the calculations of return in this bar chart, and if those charges were
included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return for Oppenheimer Large Cap Growth Fund (not
annualized) for a calendar quarter was 20.49% (4Q'99) and the lowest return (not annualized) for a calendar
quarter was -22.44% (4Q'00).
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Past 1-year Life of Class
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class A (inception 9/1/99) -27.66% -14.43%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
S and P 500/BARRA Growth Index (from 8/31/99) -22.08% -6.28%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class B (inception 9/1/99) -27.80% -13.99%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class C (inception 9/17/99) -24.69% -11.32%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class Y (inception 9/1/99) -23.20% -10.38%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Past 1-year SandPs500a-4.89%(fromnd
12/31/98)omc12/31/98)
12/17/98)
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class B (inception 3/1/99) -27.11% -0.58%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class C (inception 3/1/99) -23.92% 1.76%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class Y (inception 12/17/98) -22.25% 5.12%
- -------------------------------------------------------------------- ------------------------ ------------------------
Average annual total returns for the Funds for the period ended March 31, 2001 are as follows:
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Past 1-year Life of Class
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class A (inception 9/1/99) -42.77% -21.79
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
S and P 500/BARRA Growth Index (from 8/31/99) -38.19% -16.09
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class B (inception 9/1/99) -42.82% -21.57
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class C (inception 9/1/99) -40.36% -19.52
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Trinity Growth Fund Class Y (inception 9/1/99) -39.16% -18.67
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Past 1-year Life of Class
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class A (inception 12/17/98) -46.78% -8.49%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Russell 1000 Growth Index (from 12/31/98) -42.72% -8.59%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
S and P 500 Index (from 12/31/98) -21.67% -1.35%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class B (inception 3/1/99) -46.57% -10.66%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class C (inception 3/1/99) -44.51% -9.47%
- -------------------------------------------------------------------- ------------------------ ------------------------
- -------------------------------------------------------------------- ------------------------ ------------------------
Large Cap Growth Fund Class Y (inception 12/17/98) -43.23% -5.66%
- -------------------------------------------------------------------- ------------------------ ------------------------
The Funds' average annual total returns include change in share price and reinvestment of dividends and capital
gains distributions in a hypothetical investment for the periods shown. An explanation of the different
performance calculations is set forth in each Fund's prospectus and Statement of Additional Information. Each
Fund's average annual total return includes the applicable sales charge: for Class A, the current maximum initial
sales charge is 5.75%; for Class B, the contingent deferred sales charges is 5% (1-year) and 4% (life-of-class);
and for Class C, the 1% contingent deferred sales charge for the 1-year period. Because Class N shares were not
offered for sale prior to March 1, 2001, no performance information is included in the tables above. There is no
sales charge on Class Y shares. The S and P 500/BARRA Growth Index is shown from August 31, 1999 to compare
against the longest-lived class of shares of Trinity Growth Fund, those of Trinity Growth Fund Class A shares.
The Russell 1000 Growth Index and the S and P 500 Index are shown from December 31, 1998 to compare against the
longest-lived class of shares of Large Cap Growth Fund, those of Large Cap Growth Fund Class A shares. No index
performance considers the effects of transaction costs and capital gains.
The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares
of Large Cap Growth Fund held until the end of each calendar year. For each class, performance is measured from
inception of the class: from December 17, 1998 for Class A and Class Y shares, and from March 1, 1999 for Class B
and Class C shares. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A
shares, the applicable contingent deferred sales charge on Class B and Class C shares, and reinvestment of all
dividends and capital gain distributions. Large Cap Growth Fund's performance is compared to the performance of
the Russell 1000(R)Growth Index, which is an index of large-cap U.S. companies with a greater-than-average growth
orientation, and to the Standard and Poor's 500 Index, an unmanaged index of U.S. equity securities. Index
performance reflects the reinvestment of dividends but does not consider the effect of capital gains or
transaction costs, and none of the data in the graphs that follow shows the effect of taxes. While index
comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's
investments are not limited to the investments in the Index.
Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Large Cap Growth Fund (Class A) and Russell 1000 Growth Index and S and P 500 Index.
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Date Value of Investment in Fund SandP 500 Index Russell 1000 Growth Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
12/17/98 9,425 10,000 10,000
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/99 10,650 10,418 10,587
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/99 10,405 10,905 10,649
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/99 11,244 10,887 10,694
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/99 11,564 11,203 11,444
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/00 12,640 11,495 12,691
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/00 14,054 12,008 13,586
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/00 13,901 11,863 13,301
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/00 12,612 11,884 12,512
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/01 10,801 11,392 11,043
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/31/01 8,162 9,698 8,171
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Average Annual Total Return of Class A Shares of Large Cap Growth Fund
1-Year -46.78%, Life -8.49% at 3/31/011
Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments
Oppenheimer Large Cap Growth Fund (Class B), Russell 1000(R)Growth Index and S and P 500 Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Date Value of Investment in Fund SandP 500 Index Russell 1000 Growth Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/01/99 10,000 10,000 10,000
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/99 10,525 10,803 10,540
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/99 11,345 10,786 10,584
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/99 11,641 11,099 11,326
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/00 12,702 11,388 12,561
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/00 14,095 11,896 13,446
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/00 13,920 11,753 13,164
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/00 12,595 11,773 12,383
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/01 10,771 11,285 10,930
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/31/01 7,906 9,608 8,087
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Average Annual Total Return of Class B Shares of Large Cap Growth Fund at 3/31/012
1 Year -46.57%, Life -10.66%
Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Large Cap Growth Fund (Class C), Russell 1000(R)Growth Index and S and P 500 Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Date Value of Investment in Fund SandP 500 Index Russell 1000 Growth Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/01/99 10,000 10,000 10,000
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/99 10,525 10,803 10,540
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/99 11,345 10,786 10,584
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/99 11,651 11,099 11,326
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/00 12,711 11,388 12,561
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/00 14,094 11,896 13,446
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/00 13,920 11,753 13,164
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/00 12,605 11,773 12,383
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/01 10,770 11,285 10,930
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/31/01 8,127 9,608 8,087
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Average Annual Total Return of Class C Shares of Large Cap Growth Fund at 3/31/012
1 Year -44.51%, Life -9.47 %
Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Large Cap Growth Fund (Class Y), Russell 1000(R)Growth Index and S and P 500 Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Date Value of Investment In Fund SandP 500 Index Russell 1000 Growth Index
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
12/17/98 10,000 10,000 10,000
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/99 11,300 10,418 10,587
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/99 11,050 10,905 10,649
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/99 11,950 10,887 10,694
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/99 12,310 11,203 11,444
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/00 13,472 11,495 12,691
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
04/30/00 14,992 12,008 13,586
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
07/31/00 14,850 11,863 13,301
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
10/31/00 13,492 11,884 12,512
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
01/31/01 11,571 11,392 11,043
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
03/31/01 8,752 9,698 8,171
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
Average Annual Total Return of Class Y Shares of Large Cap Growth Fund at 3/31/01
1 Year -43.23%, Life -5.66 %
The performance for Class N Shares is not shown because Class N Shares commenced operations after December 31,
2000.
Total returns and the ending account values in the graphs show change in share
value and include reinvestment of all dividends and capital gains distributions.
The performance information for the Russell 1000 Growth Index and S and P 500 Index in the graphs begins on
12/31/98 for each class of shares.
Past performance is not predictive of future performance. Graphs are not drawn
to the same scale.
_________________________________
1The average annual total returns are shown net of the applicable 5.75%
maximum initial sales charge.
2Class B shares of the Fund were first publicly offered on 3/1/99. The average annual total returns are shown net
of the applicable 5% (1-year) and 4% (life of class) contingent deferred sales charges. The ending account value
in the graph is net of the applicable 4% contingent deferred sales charge.
What are other Key Features of the Funds?
The description of certain key features of the Funds below is supplemented by each Fund's Prospectus and
Statement of Additional Information, which are incorporated by reference.
Investment Management and Fees - The Manager manages the assets of both Funds and makes their respective
investment decisions. Both Funds obtain investment management services from the Manager according to the terms of
management agreements that are identical.
- ------------------------------------------------------------ ---------------------------------------------------------
Trinity Growth Fund Large Cap Growth Fund
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
0.75% of the first $200 million 0.75% of the first $200 million
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
0.72% of the next $200 million 0.72% of the next $200 million
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
0.69% of the next $200 million 0.69% of the next $200 million
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
0.66% of the next $200 million 0.66% of the next $200 million
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
0.60% in excess of $ 800 million 0.60% in excess of $800 million
- ------------------------------------------------------------ ---------------------------------------------------------
Based on average annual net assets of the respective Fund.
The management fee for Trinity Growth Fund for the twelve months ended March 31, 2001 was 0.75% of the
average annual net assets for each class of shares. The management fee for Large Cap Growth Fund for the twelve
months ended March 31, 2001 was 0.75% of the average annual net assets for each class of shares. The 12b-1
distribution plans for both Funds are substantially similar. However, the other expenses the Funds incur,
including transfer agent fees and custodial, accounting and legal expenses, have differed, with Large Cap Growth
Fund's "Other Expenses" being less than those of Trinity Growth Fund because Large Cap Growth Fund is the
significantly larger fund.
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
Management Fee Distribution Other Expenses Total Annual
and/or 12b-1 Fees Operating Expense
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
Trinity Growth Fund 0.75% 0.14%1 0.72% 1.61%
Class A shares
(12 months ended
3/31/01)
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
Large Cap Growth Fund 0.75% 0.20%1 0.62% 1.57%
Class A Shares
(12 months ended
3/31/01)
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
Pro Forma - Combined 0.75% 0.25% 0.56% 1.56%
at 3/31/01
- ------------------------- ---------------------- ------------------------ --------------------- ----------------------
"Other Expenses" include transfer agent fees and custodial, accounting and legal expenses the Funds pay. This
chart is for illustrative purposes only.
1. Class A shares 12b-1 fee is not full 25 basis points due to monies invested by OppenheimerFunds, Inc.
The net assets under management for Large Cap Growth Fund on January 31, 2001 were
$26,903,235 million as compared to $8,532,085 million for Trinity Growth Fund. Effective upon the Closing of the
Reorganization, the management fee rate for Large Cap Growth Fund is expected to be 0.75% of average annual net
assets based on combined assets of the Funds as of March 31, 2001. Additionally, the "Other Expenses" of the
surviving Fund are expected to be less than the "Other Expenses" of either Trinity Growth Fund or Large Cap
Growth Fund.
For a detailed description of each Fund's investment management agreement, see the section below
entitled "Comparison of Investment Objectives and Policies - How do the Account Features and Shareholder Services
for the Funds Compare?"
Transfer Agency and Custody Services - Both Funds receive shareholder accounting and other clerical
services from OppenheimerFunds Services in its capacity as transfer agent and dividend paying agent. It acts on a
fixed fee basis for both Funds. The terms of the transfer agency agreement for both Funds are substantially
similar .
The Bank of New York, located at One Wall Street, New York, New York 10015, acts as custodian of the
securities and other assets of both Funds.
Distribution Services - OppenheimerFunds Distributor, Inc. (the "Distributor") acts as the principal
underwriter in a continuous public offering of shares of both Funds, but is not obligated to sell a specific
number of shares. Both Funds have adopted a Service Plan and Agreement under Rule 12b-1 of the Investment Company
Act for their Class A shares. The Service Plan provides for the reimbursement to OppenheimerFunds Distributor,
Inc. (the "Distributor"), for a portion of its costs incurred in connection with the personal service and
maintenance of accounts that hold Class A shares of the respective Funds. Under the Class A Service Plans,
payment is made quarterly at an annual rate that may not exceed 0.25% of the average annual net assets of Class A
shares of the respective Funds. The Distributor currently uses all of those fees to compensate dealers, brokers,
banks and other financial institutions quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares of the respective Funds.
Both Funds have adopted Distribution and Service Plans and Agreements under Rule 12b-1 of the Investment
Company Act for Class B, Class C and Class N shares. These plans compensate the Distributor for its services and
costs in connection with the distribution of Class B, Class C and Class N shares and the personal service and
maintenance of shareholder accounts. Under each Class B and Class C Plan, the Funds pay the Distributor a service
fee at an annual rate of 0.25% of average annual net assets and an asset-based sales charge at an annual rate of
0.75% of average annual net assets. Under each Class N Plan the Funds pay the Distributor a service fee at an
annual rate of 0.25% of average annual net assets and an asset-based sales charge at an annual rate of 0.25% of
average annual net assets. All fee amounts are computed on the average annual net assets of the class determined
as of the close of each regular business day of each Fund. The Distributor uses all of the service fees to
compensate dealers for providing personal services and maintenance of accounts of their customers that hold
shares of the Funds. The Class B and Class N asset-based sales charge is retained by the Distributor. After the
first year, the Class C asset-based sales charge is paid to the broker-dealer as an ongoing concession for shares
that have been outstanding for a year or more. The terms of the Funds' respective Distribution and Service Plans
are substantially similar.
For a detailed description of each Fund's distribution-related services, see the section below titled
"Comparison of Investment Objectives and Policies - How do the Account Features and Shareholder Services for the
Funds Compare?"
Purchases, Redemptions, Exchanges and other Shareholder Services - Both Funds have the same requirements
and restrictions in connection with purchases, redemptions and exchanges. In addition, each Fund also offers the
same types of shareholder services. More detailed information regarding purchases, redemptions, exchanges and
shareholder services can be found below in the section below titled "Comparison of Investment Objectives and
Policies - How do the Account Features and Shareholder Services for the Funds Compare?"
Dividends and Distributions - Both Funds declare dividends separately for each class of shares from net
investment income annually and pay those dividends to shareholders in December on a date selected by the Board of
each Fund.
For a detailed description of each Fund's policy on dividends and distributions, see the section
entitled "Comparison of Investment Objectives and Policies - How do the Account Features and Shareholder Services
for the Funds Compare?"
What are the Principal Risks of an Investment in Large Cap Growth Fund?
As with most investments, investments in Large Cap Growth Fund and Trinity Growth Fund involve risks.
There can be no guarantee against loss resulting from an investment in either Fund, nor can there be any
assurance that either Fund will achieve its investment objective. The risks associated with an investment in
each Fund are similar. Because both Funds invest primarily in stocks of U.S. companies, the value of each Fund's
portfolio will be affected by changes in the U.S. stock markets. The prices of individual stocks do not all move
in the same direction uniformly at the same time. A particular company's stock price can be affected by a poor
earnings report, loss of major customers, major litigation against the company, or changes in government
regulations affecting the company or its industry.
For more information about the risks of the Funds, see "What are the Risk Factors Associated with
Investments in the Funds?" under the heading "Comparison of Investment Objectives and Policies."
REASONS FOR THE REORGANIZATION
At a meeting of the Board of Trustees of Trinity Growth Fund held April 12, 2001, the Board considered
whether to approve the proposed Reorganization and reviewed and discussed with the Manager and independent legal
counsel the materials provided by the Manager relevant to the proposed Reorganization. Included in the materials
was information with respect to the
Funds' respective investment objectives and policies, management fees, distribution fees and other operating
expenses, historical performance and asset size.
The Board reviewed information demonstrating that Trinity Growth Fund is a relatively smaller fund with
approximately $8,532,085 million in net assets as of January 31, 2001. The Board anticipates that Trinity Growth
Fund's assets will not increase substantially in size in the near future. In comparison, Large Cap Growth Fund
had approximately $26,903,235 million in net assets as of January 31, 2001. After the Reorganization, the
shareholders of Trinity Growth Fund would become shareholders of a larger fund that is anticipated to have lower
overall operating expenses than Trinity Growth Fund. Economies of scale may benefit shareholders of Trinity
Growth Fund.
The Board considered the fact that both Funds have the same investment objective of seeking capital
appreciation Additionally, the Board considered that both Funds invest a substantial portion of their assets in
common stocks of U.S. companies.
The Board noted that Large Cap Growth Fund's management fee is currently the same as that of Trinity
Growth Fund. The Board also considered that Large Cap Growth Fund's performance has been similar to that of
Trinity Growth Fund.
The Board considered that if the reorganization is approved, Large Cap Growth Fund would change its name
to "Oppenheimer Trinity Growth Fund," and would benchmark itself to the SandP 500/BARRA Growth Index consistent
with Trinity Investment Management's quantitative methodology. The Board considered the Manager's representation
that the end result of the reorganization will be a larger, style-specific fund in Lipper's Large Cap Growth Fund
category that will better fit the Trinity quantitative investment process already used by the Trinity personnel
who manage Large Cap Growth Fund.
The Board also considered that the procedures for purchases, exchanges and redemptions of shares of both
Funds are identical and that both Funds offer the same investor services and options.
The Board also considered the terms and conditions of the Reorganization, including that there would be
no sales charge imposed in effecting the Reorganization and that the Reorganization is expected to be a tax-free
reorganization. The Board concluded that Trinity Growth Fund's participation in the transaction is in the best
interests of the Fund and that the Reorganization would not result in a dilution of the interests of existing
shareholders of Trinity Growth Fund.
After consideration of the above factors, and such other factors and information as the Board of Trinity
Growth Fund deemed relevant, the Board, including the Trustees who are not "interested persons" (as defined in
the Investment Company Act) of either Trinity Growth Fund or the Manager (the "Independent Trustees"),
unanimously approved the Reorganization and the Reorganization Agreement and voted to recommend its approval to
the shareholders of Trinity Growth Fund.
The Board of Large Cap Growth Fund also determined that the Reorganization was in the best interests of
Large Cap Growth Fund and its shareholders and that no dilution would result to those shareholders. Large Cap
Growth Fund shareholders do not vote on the Reorganization. The Board of Large Cap Growth Fund, including the
Independent Trustees, unanimously approved the Reorganization and the Reorganization Agreement.
For the reasons discussed above, the Board, on behalf of Trinity Growth Fund, recommends that you vote
FOR the Reorganization Agreement. If shareholders of Trinity Growth Fund do not approve the Reorganization
Agreement, the Reorganization will not take place.
INFORMATION ABOUT THE REORGANIZATION
This is only a summary of the Reorganization Agreement. You should read the actual form of Reorganization
Agreement. It is attached as Exhibit A.
How Will the Reorganization be Carried Out?
If the shareholders of Trinity Growth Fund approve the Reorganization Agreement, the Reorganization will
take place after various conditions are satisfied by Trinity Growth Fund and Large Cap Growth Fund, including
delivery of certain documents. The closing date is presently scheduled for July 30, 2001 and the Valuation Date
is presently scheduled for July 27, 2001.
If shareholders of Trinity Growth Fund approve the Reorganization Agreement, Trinity Growth Fund will
deliver to Large Cap Growth Fund substantially all of its assets on the closing date. In exchange, shareholders
of Trinity Growth Fund will receive Class A, Class B, Class C Class N and Class Y Large Cap Growth Fund shares
that have a value equal to the dollar value of the assets delivered by Trinity Growth Fund to Large Cap Growth
Fund. Trinity Growth Fund will then be liquidated and its outstanding shares will be cancelled. The stock
transfer books of Trinity Growth Fund will be permanently closed at the close of business on the Valuation Date.
Only redemption requests received by the Transfer Agent in proper form on or before the close of business on the
Valuation Date will be fulfilled by Trinity Growth Fund. Redemption requests received after that time will be
considered requests to redeem shares of Large Cap Growth Fund.
Shareholders of Trinity Growth Fund who vote their Class A, Class B, Class C, Class N and Class Y shares
in favor of the Reorganization will be electing in effect to redeem their shares of Trinity Growth Fund at net
asset value on the Valuation Date, after Trinity Growth Fund subtracts a cash reserve, and reinvest the proceeds
in Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund at net asset value. The cash
reserve is that amount retained by Trinity Growth Fund which is deemed sufficient in the discretion of the Board
for the payment of the Fund's outstanding debts and expenses of liquidation. Large Cap Growth Fund is not
assuming any debts of Trinity Growth Fund except debts for unsettled securities transactions and outstanding
dividend and redemption checks. Trinity Growth Fund will recognize capital gain or loss on any sales of portfolio
securities made prior to the Reorganization.
Under the Reorganization Agreement, within one year after the Closing Date, Trinity Growth Fund shall:
(a) either pay or make provision for all of its debts and taxes; and (b) either (i) transfer any remaining amount
of the cash reserve to Large Cap Growth Fund, if such remaining amount is not material (as defined below) or (ii)
distribute such remaining amount to the shareholders of Trinity Growth Fund who were shareholders on the
Valuation Date. The remaining amount shall be deemed to be material if the amount to be distributed, after
deducting the estimated expenses of the distribution, equals or exceeds one cent per share of the number of
Trinity Growth Fund shares outstanding on the Valuation Date. If the cash reserve is insufficient to satisfy any
of Trinity Growth Fund's liabilities, the Manager will assume responsibility for any such unsatisfied liability.
Within one year after the Closing Date, Trinity Growth Fund will complete its liquidation.
Under the Reorganization Agreement, either Trinity Growth Fund or Large Cap Growth Fund may abandon and
terminate the Reorganization Agreement for any reason and there shall be no liability for damages or other
recourse available to the other Fund, provided, however, that in the event that one of the Funds terminates this
Agreement without reasonable cause, it shall, upon demand, reimburse the other Fund for all expenses, including
reasonable out-of-pocket expenses and fees incurred in connection with this Agreement.
To the extent permitted by law, the Funds may agree to amend the Reorganization Agreement without
shareholder approval. They may also agree to terminate and abandon the Reorganization at any time before or, to
the extent permitted by law, after the approval of shareholders of Trinity Growth Fund.
Who Will Pay the Expenses of the Reorganization?
The Funds will bear the cost of their respective tax opinions. Any documents such as existing
prospectuses or annual reports that are included in the proxy mailing or at a shareholder's request will be a
cost of the Fund issuing the document. Any other out-of-pocket expenses associated with the Reorganization will
be paid by the Funds in the amounts incurred by each.
What are the Tax Consequences of the Reorganization?
The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes
under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended. Based on certain assumptions and
representations received from Trinity Growth Fund and Large Cap Growth Fund, it is expected to be the opinion of
KPMG LLP, tax advisor to Trinity Growth Fund, that shareholders of Trinity Growth Fund will not recognize any
gain or loss for federal income tax purposes as a result of the exchange of their shares for shares of Large Cap
Growth Fund, and that shareholders of Large Cap Growth Fund will not recognize any gain or loss upon receipt of
Trinity Growth Fund's assets. If this type of tax opinion is not forthcoming, the Fund may still choose to go
forward with the merger, pending shareholder approval. In addition, neither Fund is expected to recognize a gain
or loss as a result of the Reorganization.
Immediately prior to the Valuation Date, Trinity Growth Fund will pay a dividend(s) which will have the
effect of distributing to Trinity Growth Fund's shareholders all of Trinity Growth Fund's net investment company
taxable income for taxable years ending on or prior to the Closing Date (computed without regard to any deduction
for dividends paid) and all of its net capital gains, if any, realized in taxable years ending on or prior to the
Closing Date (after reduction for any available capital loss carry-forward). Such dividends will be included in
the taxable income of Trinity Growth Fund's shareholders as ordinary income and capital gain, respectively.
You will continue to be responsible for tracking the purchase cost and holding period of your shares and
should consult your tax advisor regarding the effect, if any, of the Reorganization in light of your individual
circumstances. You should also consult your tax advisor as to state and local and other tax consequences, if any,
of the Reorganization because this discussion only relates to federal income tax consequences.
What should I know about Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund?
The rights of shareholders of both Funds are substantially the same. Class A, Class B, Class C, Class N
and/or Class Y shares of Large Cap Growth Fund will be distributed to shareholders of Class A, Class B, Class C,
Class N and/or Class Y shares of Trinity Growth Fund, respectively, in connection with the Reorganization. Each
share will be fully paid and nonassessable when issued will have no preemptive or conversion rights and will be
transferable on the books of Large Cap Growth Fund. Each Fund's Declaration of Trust contains an express
disclaimer of shareholder or Trustee liability for the Fund's obligations, and provides for indemnification and
reimbursement of expenses out of its property for any shareholder held personally liable for its obligations.
Neither Fund permits cumulative voting. The shares of Large Cap Growth Fund will be recorded electronically in
each shareholder's account. Large Cap Growth Fund will then send a confirmation to each shareholder.
Shareholders of Trinity Growth Fund holding certificates representing their shares will not be required to
surrender their certificates in connection with the reorganization. However, former Class A shareholders of
Trinity Growth Fund whose shares are represented by outstanding share certificates will not be allowed to redeem
or exchange class shares of Large Cap Growth Fund they receive in the Reorganization until the certificates for
the exchanged Trinity Growth Fund have been returned to the Transfer Agent.
Like Trinity Growth Fund, Large Cap Growth Fund does not routinely hold annual shareholder meetings.
What are the capitalizations of the Funds and what might the capitalization be after the Reorganization?
The following table sets forth the capitalization (unaudited) of Trinity Growth Fund and Large Cap
Growth Fund and indicates the pro forma combined capitalization as of January 31, 2001 as if the Reorganization
had occurred on that date.
Net Asset
Shares Value
Net Assets Outstanding Per Share
Trinity Growth Fund
Class A $4,410,602 482,092 $9.15
Class B $2,991,011 330,682 $9.04
Class C $1,129,554 124,966 $9.04
Class Y $ 918 100 $9.18
TOTAL $8,532,085 937,840
Large Cap Growth Fund
Class A $14,211,441 1,361,216 $10.44
Class B $10,537,648 1,026,377 $10.27
Class C $ 2,153,091 209,613 $10.27
Class Y $ 1,055 100 $10.55
TOTAL $26,903,235 331,039,888
Large Cap Growth Fund
(Pro Forma Surviving Fund)
Class A $18,622,043 1,783,687 $10.44
Class B $13,528,659 1,317,615 $10.27
Class C $ 3,282,645 319,599 $10.27
Class Y $ 1,973 187 $10.55
TOTAL $35,435,320 344,288,451
*Reflects the issuance of 422,471.46 Class A shares, 291,237.68 Class B shares, 109,985.78 Class C shares, and
87.01 Class Y shares of Large Cap Growth Fund in a tax-free exchange for the net assets of Trinity Growth Fund,
aggregating $8,532,085.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
This section describes key investment policies of Trinity Growth Fund and Large Cap Growth Fund, and
certain noteworthy differences between the investment objectives and policies of the two Funds. For a complete
description of Large Cap Growth Fund's investment policies and risks, please review its prospectus dated January
30, 2001, as supplemented March 1, 2001, which is attached to this Prospectus/Proxy Statement as Exhibit A.
Are there any significant differences between the investment objectives and strategies of the Funds?
In considering whether to approve the Reorganization, shareholders of Trinity Growth Fund should
consider the differences in investment objectives, policies and risks of the Funds. Further information about
Large Cap Growth Fund is set forth in its Prospectus, which accompanies this Prospectus/Proxy Statement and is
incorporated herein by reference. Additional information about both Funds is set forth in their Statements of
Additional Information, Annual Reports and Semi-Annual Reports, which may be obtained upon request to the
Transfer Agent. See "Information about Trinity Growth Fund" and "Information about Large Cap Growth Fund."
Trinity Growth Fund and Large Cap Growth Fund have the same investment objectives. Both Funds'
investment objective is to seek capital appreciation. Both Funds invest primarily in large cap U.S. issuers. If
the reorganization is approved, Large Cap Growth Fund would change its name to "Oppenheimer Trinity Growth Fund,"
and would change its benchmark from the Russell 1000(R)Growth Index to the SandP 500/BARRA Growth Index, consistent
with Trinity Investment Management's quantitative methodology. The end result of the reorganization will be a
larger, style-specific fund in Lipper's large cap growth fund category that will better fit the Trinity
quantitative investment process already used by the Trinity personnel who manage Large Cap Growth Fund.
What are the Risk Factors Associated with an investment in the Funds?
Like all investments, an investment in both of the Funds involves risk. There is no assurance that
either Fund will meet its investment objective. The achievement of the Funds' goals depends upon market
conditions, generally, and on the portfolio manager's analytical and portfolio management skills. The risks
described below collectively form the risk profiles of the
Funds, and can affect the value of the Funds' investments, investment performance and prices per share. There is
also the risk that poor securities selection by the Manager will cause the Fund to underperform other funds
having a similar objective. These risks mean that you can lose money by investing in either Fund. When you
redeem your shares, they may be worth more or less than what you paid for them.
How Do the Investment Policies of the Funds Compare?
Both Funds invest primarily in common stocks of large cap U.S. issuers, and both are managed by Trinity
Investment Management Corporation personnel using Trinity's quantitative models. Trinity Growth Fund purchases
only securities that are included in the SandP 500/BARRA Growth Index. Although Large Cap Growth Fund invests
primarily in common stocks of large cap U.S. issuers, it may currently invest up to 10% of its total assets in
foreign securities. If the Reorganization is approved, Large Cap Growth Fund anticipates that its limit its
stock purchases to those issuers included in the SandP 500/BARRA Growth Index consistent with Trinity Investment
Management's quantitative model, and would no longer make investments in foreign securities.
Other Equity Securities. While Large Cap Growth Fund emphasizes investments in common stocks, it can also buy
preferred stocks and securities convertible into common stock. The Manager considers some convertible
securities to be "equity equivalents" because of the conversion feature and in that case their rating has
less impact on the Manager's investment decision than in the case of other debt securities. Trinity
Growth Fund, in contrast, only purchases common stocks included in the SandP 500/BARRA Growth Index. If the
Reorganization is approved, Large Cap Growth Fund anticipates it would no longer invest in preferred
stocks or securities convertible into common stock.
Foreign Securities. Large Cap Growth Fund can currently invest up to 10% of its total assets in foreign
securities. Large Cap Growth Fund can buy foreign equity securities as well as foreign debt securities,
primarily for liquidity or defensive purposes. It can buy debt securities issued by foreign companies or
by foreign governments and their agencies. While foreign securities offer special investment
opportunities, they also have special risks.
The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Additional risks of foreign securities
include higher transaction and operating costs for the Fund; foreign issuers are not subject to the same
accounting and disclosure requirements that apply to U.S. companies; and lack of uniform accounting,
auditing and financial reporting standards in foreign countries comparable to those applicable to domestic
issuers. If the Reorganization is approved, Large Cap Growth Fund anticipates it would no longer purchase
foreign securities.
Derivatives. To seek income or for hedging purposes, Large Cap Growth Fund can also currently invest in a
variety of derivative investments that pay interest that depends on the change in value of an underlying
asset, interest rate or index. Examples include interest rate swaps, structured notes, options, futures
contracts, mortgage-related securities and other hedging instruments. A risk of derivatives is that, if
the issuer of the derivative investment does not pay the amount due, Large Cap Growth Fund can lose money
on its investments. Also, the underlying security or investment on which the derivative is based, and the
derivative itself, may not perform the way the Manager expected it to perform. If that happens, Large Cap
Growth Fund will get less income than expected or it share prices could decline. Some derivatives may be
illiquid, making it difficult to sell them at an acceptable price. Trinity Growth Fund does not invest in
derivative securities. If the Reorganization is approved, Large Cap Growth Fund anticipates it would no
longer purchase derivatives.
Hedging. Large Cap Growth Fund can buy and sell futures contracts, put and call options, and enter into
interest rate swap agreements. These are all referred to as "hedging instruments." Large Cap Growth Fund
does not use hedging instruments to a substantial degree and is not required to use them in seeking its
objective. In addition, Large Cap Growth Fund does not use hedging for speculative purposes and it has
limits on its use of hedging instruments. Special risks of using hedging instruments are described in
Large Cap Growth Fund's prospectus that accompanies this Prospectus/Proxy Statement. Trinity Growth Fund
does not use hedging instruments. If the Reorganization is approved, Large Cap Growth Fund anticipates it
will no longer invest in hedging instruments.
Temporary Defensive Investments. In times of adverse or unstable market, economic or political conditions, both
Funds can invest up to 100% of its assets in temporary defensive investments. Generally they would be
high-quality, short-term money market instruments, such as a U.S. government securities, highly rated
commercial paper, short-term corporate debt obligations, bank deposits or repurchase agreements. To the
extent either Fund invests defensively in these securities, it might not achieve its investment objective
of capital appreciation.
Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. Neither
Large Cap Growth nor Trinity Growth Fund will invest more than 10% (the Board can increase that limit to
15%) of its net assets in illiquid securities. A restricted security is one that has a contractual
restriction on its resale or which cannot be sold publicly until it is registered under the Securities Act
of 1933. The Manager monitors holdings of illiquid securities on an ongoing basis to determine whether to
sell any holdings to maintain adequate liquidity. Certain restricted securities that are eligible for
resale to qualified institutional buyers may not be subject to that limit, however, there may be a limited
market of qualified institutional buyers.
What are the fundamental investment restrictions of the Funds?
Both Trinity Growth Fund and Large Cap Growth Fund have certain additional investment restrictions that,
together with their investment objectives, are fundamental policies, changeable only by shareholder approval.
Generally, these investment restrictions are similar between the Funds and are discussed below.
o Neither Fund can invest 25% or more of their total assets in any industry. Obligations of the U.S.
government, its agencies and instrumentalities are not considered to be part of an "industry" for the
purposes of this policy. Large Cap Growth Fund will not invest 25% or more of its total assets in
government securities of any one foreign company or in debt and equity securities issued by companies
organized under the laws of any one foreign country.
o Neither Fund can buy or sell real estate. However, they can purchase readily-marketable securities of
companies holding real estate or interests in real estate.
o The Funds cannot underwrite securities of other companies. A permitted exception is in case a Fund is
deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own
portfolio.
o Neither Fund can issue "senior securities," but this does not prohibit certain investment activities for
which assets of the Funds are designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples of those activities include borrowing money,
reverse repurchase agreements, delayed-delivery and when-issued arrangements for portfolio securities
transactions, and contracts to buy or sell derivatives, hedging instruments, options or futures.
o Neither Fund can invest in physical commodities or physical commodity contracts. However, it may buy and
sell hedging instruments permitted by any of its other investment policies.
o Neither Fund can buy securities issued or guaranteed by any one issuer if more than 5% of its total
assets would be invested in securities of that issuer or if it would then own more than 10% of that issuer's
voting securities. That restriction applies to 75% of the Fund's total assets. The limit does not apply to
securities issued by the U.S. government or any of its agencies or instrumentalities. This means that both
Funds are presently a "diversified" investment company under the 1940 Act.
o Trinity Growth Fund cannot borrow money except from banks in amounts not in excess of 5% of its assets
as a temporary measure to meet redemptions. Large Cap Growth Fund, as a matter of non-fundamental policy,
may borrow from banks on an unsecured basis to invest the borrowed funds in portfolio securities (a
speculative technique known as "leverage"), provided that the value of the Fund's assets, less its
liabilities other than borrowings, is equal to at least 300% of all borrowings, including the proposed
borrowing (also known as "300% asset coverage").
o Neither Fund can make loans. However, they can invest in debt securities that the Fund's investment
policies and restrictions permit it to purchase. The Funds may also lend their portfolio securities and
enter into repurchase agreements.
o Neither Fund can mortgage, pledge or otherwise hypothecate any of its assets. However, this does not
prohibit the Fund from escrow arrangements contemplated by the put and call activities of the Fund or other
collateral or margin arrangements in connection with any of the hedging instruments permitted by any of its
other policies.
o Neither Fund cannot invest in companies for the purpose of acquiring control or management of them.
How do the Account Features and Shareholder Services for the Funds Compare?
Investment Management- Pursuant to each investment advisory agreement, the Manager acts as the
investment advisor for both Funds. For Trinity Growth Fund, the Manager has retained Trinity Investment
Management, the Sub-Advisor, to provide day-to-day portfolio management for Trinity Growth Fund. The
sub-advisory fee is paid by the Manager out of its management fee. The investment advisory agreements state that
the Manager will provide administrative services for the Funds, including compilation and maintenance of records,
preparation and filing of reports required by the SEC, reports to shareholders, and composition of proxy
statements and registration statements required by Federal and state securities laws. Further, the Sub-Advisor
has agreed to furnish the Funds with office space, facilities and equipment and arrange for its employees to
serve as officers of the Funds. The administrative services to be provided by the Manager under the investment
advisory agreement will be at its own expense.
Expenses not expressly assumed by the Manager under each Fund's advisory agreement or by the Distributor
under the General Distributor's Agreement are paid by the Funds. The investment advisory agreements list
examples of expenses paid by the Funds, the major categories of which relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses, custodian and transfer agent expenses, share
issuance costs, certain printing and registration costs and non-recurring expenses, including litigation costs.
Both investment advisory agreements generally provide that in the absence of willful misfeasance, bad
faith, gross negligence in the performance of its duties or reckless disregard of its obligations and duties
under the investment advisory agreement, the Manager is not liable for any loss sustained by reason of good faith
errors or omissions in connection with any matters to which the agreement(s) relate. The agreements permit the
Manager to act as investment advisor for any other person, firm or corporation. Pursuant to each agreement, the
Manager is permitted to use the name "Oppenheimer" in connection with other investment companies for which it may
act as investment advisor or general distributor. If the Manager shall no longer act as investment advisor to
the Funds, the Manager may withdraw the right of the Funds to use the name "Oppenheimer" as part of their names.
The Manager is controlled by Oppenheimer Acquisition Corp., a holding company owned in part by senior
officers of the Manager and ultimately controlled by Massachusetts Mutual Life Insurance Company, a mutual life
insurance company that also advises pension plans and investment companies. The Manager has been an investment
advisor since January 1960. The Manager (including subsidiaries and an affiliate) managed more than $120 billion
in assets as of March 31, 2001, including more than 65 funds with more than 5 million shareholder accounts. The
Manager is located at Two World Trade Center, 34th Floor, New York, New York 10048-0203. OppenheimerFunds
Services, a division of the Manager, acts as transfer and shareholder servicing agent on an at-cost basis for
both Trinity Growth Fund and Large Cap Growth Fund and for certain other open-end funds managed by the Manager
and its affiliates.
Distribution - Pursuant to General Distributor's Agreements, the Distributor acts as principal
underwriter in a continuous public offering of shares of Trinity Growth Fund and Large Cap Growth Fund, but is
not obligated to sell a specific number of shares. Expenses normally attributable to sales, including
advertising and the cost of printing and mailing prospectuses other than those furnished to existing
shareholders, are borne by the Distributor, except for those for which the Distributor is paid under each Fund's
Rule 12b-1 Distribution and Service Plan described below.
Both Funds have adopted a Service Plan and Agreement under Rule 12b-1 of the Investment Company Act for
their Class A shares. The Service Plan provides for the reimbursement to the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of accounts that hold Class A shares.
Under the plan, payment is made quarterly at an annual rate that may not exceed 0.25% of the average annual net
assets of Class A shares of the Funds. The Distributor currently uses all of those fees to compensate dealers,
brokers, banks and other financial institutions quarterly for expenses they incur in providing personal service
and maintenance of accounts of their customers that hold Class A shares.
Both Funds have adopted Distribution and Service Plans under Rule 12b-1 of the 1940 Act for their Class
B, Class C and Class N shares. The Funds' Plans compensate the Distributor for its services in distributing
Class B, Class C and Class N shares and servicing accounts. Under both Funds' Plans, the Funds pay the
Distributor an asset-based sales charge at an annual rate of 0.75% of Class B and Class C assets, and an annual
asset-based sales charge of 0.25% on Class N shares. The Distributor also receives a service fee 0.25% of
average annual net assets under each plan. All fee amounts are computed on the average annual net assets of the
class determined as of the close of each regular business day of each Fund. The Distributor uses all of the
service fees to compensate broker-dealers for providing personal services and maintenance of accounts of their
customers that hold shares of the Funds. The Class B and Class N asset-based sales charges are retained by the
Distributor. After the first year, the Class C asset-based sales charges are paid to broker-dealers who hold or
whose clients hold Class C shares as an ongoing concession for shares that have been outstanding for a year or
more.
Purchases and Redemptions - Both Funds are part of the OppenheimerFunds family of mutual funds. The
procedures for purchases, exchanges and redemptions of shares of the Funds are identical. Shares of either Fund
may be exchanged for shares of the same class of other Oppenheimer funds offering such shares. Exchange
privileges are subject to amendment or termination at any time.
Both Funds have the same initial and subsequent minimum investment amounts for the purchase of shares.
These amounts are $1,000 and $25, respectively. Both Funds have a maximum initial sales charge of 5.75% on Class
A shares for purchases of less than $25,000. The sales charge of 5.75% is reduced for purchases of Class A
shares of $25,000 or more. Investors who purchase $1 million or more of Class A shares pay no initial sales
charge but may have to pay a contingent deferred sales charge of up to 1% if the shares are sold within 18
calendar months from the end of the calendar month during which they were purchased. Class B shares of the Funds
are sold without a front-end sales charge but may be subject to a contingent deferred sales charge ("CDSC") upon
redemption depending on the length of time the shares are held. The CDSC begins at 5% for shares redeemed in the
first year and declines to 1% in the sixth year and is eliminated after that. Class C shares may be purchased
without an initial sales charge, but if redeemed within 12 months of buying them, a CDSC of 1% may be deducted.
Class N shares are, purchased without an initial sales charge, but if redeemed within 18 months of the retirement
plan's first purchase of N shares, a CDSC of 1% may be deducted.
Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund received in the
Reorganization will be issued at net asset value, without a sales charge and no CDSC will be imposed on any
Trinity Growth Fund shares exchanged for Large Cap Growth Fund shares as a result of the Reorganization.
However, any CDSC that applies to Trinity Growth Fund shares as of the date of the exchange will carry over to
Large Cap Growth Fund shares received in the Reorganization.
Shareholder Services--Both Funds also offer the following privileges: (i) Right of Accumulation, (ii)
Letter of Intent, (iii) reinvestment of dividends and distributions at net asset value, (iv) net asset value
purchases by certain individuals and entities, (v) Asset Builder (automatic investment) Plans, (vi) Automatic
Withdrawal and Exchange Plans for shareholders who own shares of the Funds valued at $5,000 or more, (vii)
AccountLink and PhoneLink arrangements, (viii) exchanges of shares for shares of the same class of certain other
funds at net asset value, and (ix) telephone and Internet redemption and exchange privileges. All of such
services and privileges are subject to amendment or termination at any time and are subject to the terms of the
Funds' respective prospectuses.
Dividends and Distributions - Both Funds intend to declare dividends separately for each class of shares
from net investment income on an annual basis and to pay those dividends to shareholders in December on a date
selected by the Board of Trustees of each Fund. Dividends and the distributions paid on Class A, Class B, Class
C, Class N or Class Y shares may vary over time, depending on market conditions, the composition of the Funds'
portfolios, and expenses borne by the particular class of shares. Dividends paid on Class A shares will
generally be higher than those paid on Class B, Class C, Class N or Class Y shares, which normally have higher
expenses than Class A. The Funds have no fixed dividend rates and there can be no guarantee that either Fund
will pay any dividends or distributions.
Either Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in December of each year. The Funds may make
supplemental distributions of dividends and capital gains following the end of their fiscal years.
VOTING INFORMATION
How many votes are necessary to approve the Reorganization Agreement?
The affirmative vote of the holders of a majority of the total number of shares of Trinity Growth Fund
outstanding and entitled to vote is necessary to approve the Reorganization Agreement and the transactions
contemplated thereby. Each shareholder will be entitled to one vote for each full share, and a fractional vote
for each fractional share of Trinity Growth Fund held on the Record Date. If sufficient votes to approve the
proposal are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitation
of proxies. The holders of a majority of shares entitled to vote at the Meeting and present in person or by
proxy (whether or not sufficient to constitute a quorum) may adjourn the Meeting to permit further solicitation
of proxies.
How do I ensure my vote is accurately recorded?
You can vote in either of two ways:
o By mail, with the enclosed proxy card.
o In person at the Meeting.
A proxy card is, in essence, a ballot. If you simply sign and date the proxy but give no voting
instructions, your shares will be voted in favor of the Reorganization Agreement. Shareholders may also be able
to vote by telephone to the extent permitted by state law.
Can I revoke my proxy?
Yes. You may revoke your proxy at any time before it is voted by (i) writing to the Secretary of
Trinity Growth Fund at Two World Trade Center, 34th Floor, New York, New York 10048 (if received in time to be
acted upon); (ii) attending the Meeting and voting in person; or (iii) signing and returning a later-dated proxy
(if returned and received in time to be voted).
What other matters will be voted upon at the Meeting?
The Board of Trustees of Trinity Growth Fund does not intend to bring any matters before the Meeting
other than those described in this proxy. It is not aware of any other matters to be brought before the Meeting
by others. If any other matters legally come before the Meeting, the proxy ballots confer discretionary
authority with respect to such matters, and it is the intention of the persons named to vote proxies to vote in
accordance with their judgment in such matters.
Who is entitled to vote?
Shareholders of record of Trinity Growth Fund at the close of business on June 13, 2001 (the "record
date") will be entitled to vote at the Meeting. On May 25, 2001, there were 1,021,726.514 outstanding shares of
Trinity Growth Fund, consisting of 527,644.720 Class A shares, 349,001.685 Class B shares, 144,855.885 Class C
shares, 124.224 Class N shares and 100 Class Y shares. On May 25, 2001 there were 2,614,223.640 outstanding
shares of Large Cap Growth Fund, consisting of 1,356,917.366 Class A shares, 1,018,764.856 Class B shares,
238,330.567 Class C shares, 110.742 Class N shares and 100.109 Class Y shares. Under relevant state law and
Trinity Growth Fund's charter documents, proxies representing abstentions and broker non-votes will be included
for purposes of determining whether a quorum is present at the Meeting, but will be treated as votes not cast
and, therefore, will not be counted for purposes of determining whether the matters and proposals and motions to
be voted upon at the Meeting have been approved. For purposes of the Meeting, a majority of shares outstanding
and entitled to vote, present in person or represented by proxy, constitutes a quorum. Large Cap Growth Fund
shareholders do not vote on the Reorganization.
What other solicitations will be made?
Trinity Growth Fund will request broker-dealer firms, custodians, nominees and fiduciaries to forward
proxy material to the beneficial owners of the shares of record, and may reimburse them for their reasonable
expenses incurred in connection with such proxy solicitation. In addition to solicitations by mail, officers of
Trinity Growth Fund or officers and employees of OppenheimerFunds Services, without extra pay, may conduct
additional solicitations personally or by telephone or telegraph. Any expenses so incurred will be borne by
OppenheimerFunds Services. Proxies may also be solicited by a proxy solicitation firm hired at Trinity Growth
Fund's expense. If a proxy solicitation firm is hired, it is anticipated that the cost of engaging a proxy
solicitation firm would not exceed $32,000, plus the additional costs which would be incurred in connection with
contacting those shareholders who have not voted, in the event of a need for resolicitation of votes.
Shares owned of record by broker-dealers for the benefit of their customers ("street account shares")
will be voted by the broker-dealer based on instructions received from its customers. If no instructions are
received, and the broker-dealer does not have discretionary power to vote such street account shares under
applicable stock exchange rules, the shares represented thereby will be considered to be present at the Meeting
for purposes of only determining the quorum ("broker non-votes"). Because of the need to obtain a majority vote
for the Reorganization proposal to pass, broker non-votes will have the same effect as a vote "against" the
Proposal.
Are there appraisal rights?
No. Under the 1940 Act, shareholders do not have rights of appraisal as a result of the
Reorganization. Although appraisal rights are unavailable, you have the right to redeem your shares at net asset
value until the closing date for the Reorganization. After the closing date, you may redeem your new Large Cap
Growth Fund shares or exchange them into shares of certain other funds in the OppenheimerFunds family of mutual
funds, subject to the terms of the prospectuses of both funds.
INFORMATION ABOUT LARGE CAP GROWTH FUND
Information about Large Cap Growth Fund is included in Large Cap Growth Fund's Prospectus, which is
attached to and considered a part of this Proxy Statement and Prospectus. Additional information about Large Cap
Growth Fund is included the Fund's Statement of Additional Information dated January 30, 2001, as revised March
1, 2001, its Annual Report and Semi-Annual Reports dated July 31, 2000 and January 31, 2001, respectively, which
have been filed with the SEC and are incorporated herein by reference. You may request a free copy of these
materials and other information by calling 1.800.525.7048 or by writing to Large Cap Growth Fund at
OppenheimerFunds Services, P.O. Box 5270, Denver, CO 80217. Large Cap Growth Fund also files proxy materials,
reports and other information with the SEC in accordance with the informational requirements of the Securities
and Exchange Act of 1934 and the 1940 Act. These materials can be inspected and copied at: the SEC's Public
Reference Room in Washington, D.C. (Phone: 1.202.942.8090) or the EDGAR database on the SEC's Internet website
at http://www.sec.gov. Copies may be obtained upon payment of a duplicating fee by electronic request at the
SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's Public Reference Section, Washington, D.C.
20549-0102.
INFORMATION ABOUT TRINITY GROWTH FUND
Information about Trinity Growth Fund is included in the current Trinity Growth Fund Prospectus. This
document has been filed with the SEC and is incorporated by reference herein. Additional information about
Trinity Growth Fund is also included in the Fund's Statement of Additional Information dated January 22, 2001, as
revised March 1, 2001, Annual Report dated July 31, 2000 and Semi-Annual Report dated January 31, 2001, which
have been filed with the SEC and are incorporated by reference herein. You may request free copies of these or
other documents relating to Trinity Growth Fund by calling 1.800.525.7048 or by writing to OppenheimerFunds
Services, P.O. Box 5270, Denver, CO 80217. Reports and other information filed by Trinity Growth Fund can be
inspected and copied at: the SEC's Public Reference Room in Washington, D.C. (Phone: 1.202.942.8090) or the
EDGAR database on the SEC's Internet web-site at http://www.sec.gov. Copies may be obtained upon payment of a
duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's
Public Reference Section, Washington, D.C. 20549-0102.
PRINCIPAL SHAREHOLDERS
As of the Record Date, the officers and Trustees of Trinity Growth Fund, as a group, owned less than 1% of the
outstanding voting shares of Trinity Growth Fund and Large Cap Growth Fund. As of May 25, 2001, the only persons
who owned of record or was known by the Trinity Growth Fund to own beneficially 5% or more of any class of the
Fund's outstanding shares were as follows:
Robert E. Zincke and Janet Zincke JT TEN WROS NOT TC, 26 S. Windsail Pl. The Woodlands, Texas 77381-3330, which
owned 28,613.355 Class A shares (representing approximately 5.42% of the Fund's then outstanding Class A shares).
Archer Cleaners and Shirt Laundry Inc., 625 N. York St. Muskogee, Oklahoma 74403-3856, which owned 27,596.944 Class
C shares (representing approximately 19.05% of the Fund's then outstanding Class C shares); Pension Inc TTEE
Nueske Hillcrest Farm Meats Profit SHAR PL and TR UA DTD 1-1-92, 136 N. Maple Ave. Green Bay Wisconsin 54303-2748,
which owned 12,555.066 Class C shares (representing approximately 8.67% of the Fund's then outstanding Class C
shares); and Salvatore Spataro TR UA May 1, 2000 Frank Spataro IRREV TRUST, 308 Banbury Rd. North Massapequa New
York 11758-2701, which owned 9,676.878 Class C shares (representing approximately 6.68% of the Fund's then
outstanding Class C shares).
OppenheimerFunds, Inc. c/o VP Financial Analysis, 6803 S. Tucson Way Englewood Colorado 80112-3924, which owned
124.224 Class N shares (representing 100% of the Fund's then outstanding Class N shares).
OppenheimerFunds, Inc. c/o VP Financial Analysis, 6803 S. Tucson Way Englewood Colorado 80112-3924, which owned
100.00 Class Y shares (representing 100% of the Fund's then outstanding Class Y shares).
To the knowledge of Large Cap Growth Fund, as of the Record Date, no person owned (beneficially or of
record) 5% or more of the outstanding shares of Large Cap Growth Fund except for:
Steve Cardin TR KBR Systems 401(K) Plan U/A 11-29-95, 9457 S 670 W Sandy Utah 84070-6696, which owned 15,783.642
Class C shares (representing approximately 6.62% of the Fund's the outstanding Class C shares).
OppenheimerFunds, Inc. c/o VP Financial Analysis, 6803 S. Tucson Way Englewood Colorado 80112-3924, which owned
110.742 Class N shares (representing 100% of the Fund's then outstanding Class N shares).
OppenheimerFunds, Inc. c/o VP Financial Analysis, 6803 S. Tucson Way Englewood Colorado 80112-3924, which owned
100.00 Class Y shares (representing 99.90% of the Fund's then outstanding Class Y shares).
By Order of the Board of Trustees
Andrew J. Donohue, Secretary
July 13, 2001
EXHIBITS TO THE COMBINED PROXY
STATEMENT AND PROSPECTUS
Exhibit
A Agreement and Plan of Reorganization between Oppenheimer Trinity Growth Fund and Oppenheimer Large Cap
Growth Fund
B Prospectus performance information for Oppenheimer Trinity Growth Fund and Oppenheimer Large Cap Growth
Fund
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of April 12, 2001 by and between
Oppenheimer Trinity Growth Fund ("Trinity Growth Fund"), a Massachusetts business trust and Oppenheimer Large
Cap Growth Fund ("Large Cap Growth Fund"), a Massachusetts business trust.
W I T N E S S E T H:
WHEREAS, the parties are each open-end investment companies of the management type; and
WHEREAS, the parties hereto desire to provide for the reorganization pursuant to Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"), of Trinity Growth Fund through the acquisition by
Large Cap Growth Fund of substantially all of the assets of Trinity Growth Fund in exchange for the voting
shares of beneficial interest ("shares") of Class A, Class B, Class C, Class N and Class Y shares of Large Cap
Growth Fund and the assumption by Large Cap Growth Fund of certain liabilities of Trinity Growth Fund, which
Class A, Class B and Class C shares of Large Cap Growth Fund are to be distributed by Trinity Growth Fund pro
rata to its shareholders in complete liquidation of Trinity Growth Fund and complete cancellation of its shares;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as
follows:
1. The parties hereto hereby adopt this Agreement and Plan of Reorganization (the "Agreement")
pursuant to Section 368(a)(1) of the Code as follows: The reorganization will be comprised of the acquisition
by Large Cap Growth Fund of substantially all of the assets of Trinity Growth Fund in exchange for Class A,
Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund and the assumption by Large Cap Growth
Fund of certain liabilities of Trinity Growth Fund, followed by the distribution of such Class A, Class B, Class
C, Class N and Class Y shares of Large Cap Growth Fund to the Class A, Class B, Class C, Class N and Class Y
shareholders of Trinity Growth Fund in exchange for their Class A, Class B, Class C, Class N and Class Y shares
of Trinity Growth Fund, all upon and subject to the terms of the Agreement hereinafter set forth.
The share transfer books of Trinity Growth Fund will be permanently closed at the close of
business on the Valuation Date (as hereinafter defined) and only redemption requests received in proper form on
or prior to the close of business on the Valuation Date shall be fulfilled by Trinity Growth Fund; redemption
requests received by Trinity Growth Fund after that date shall be treated as requests for the redemption of the
shares of Large Cap Growth Fund to be distributed to the shareholder in question as provided in Section 5
hereof.
2. On the Closing Date (as hereinafter defined), all of the assets of Trinity Growth Fund on that date,
excluding a cash reserve (the "cash reserve") to be retained by Trinity Growth Fund sufficient in its discretion
for the payment of the expenses of Trinity Growth Fund's dissolution and its liabilities, but not in excess of
the amount contemplated by Section 10E, shall be delivered as provided in Section 8 to Large Cap Growth Fund, in
exchange for and against delivery to Trinity Growth Fund on the Closing Date of a number of Class A, Class B and
Class C shares of Large Cap Growth Fund, having an aggregate net asset value equal to the value of the assets of
Trinity Growth Fund so transferred and delivered.
3. The net asset value of Class A, Class B and Class C shares of Large Cap Growth Fund and the value of
the assets of Trinity Growth Fund to be transferred shall in each case be determined as of the close of business
of The New York Stock Exchange on the Valuation Date. The computation of the net asset value of the Class A,
Class B and Class C shares of Large Cap Growth Fund and the Class A, Class B and Class C shares of Trinity Growth
Fund shall be done in the manner used by Large Cap Growth Fund and Trinity Growth Fund, respectively, in the
computation of such net asset value per share as set forth in their respective prospectuses. The methods used by
Large Cap Growth Fund in such computation shall be applied to the valuation of the assets of Trinity Growth Fund
to be transferred to Large Cap Growth Fund.
Trinity Growth Fund shall declare and pay, immediately prior to the Valuation Date, a dividend or
dividends which, together with all previous such dividends, shall have the effect of distributing to Trinity
Growth Fund's shareholders all of Trinity Growth Fund's investment company taxable income for taxable years
ending on or prior to the Closing Date (computed without regard to any dividends paid) and all of its net capital
gain, if any, realized in taxable years ending on or prior to the Closing Date (after reduction for any capital
loss carry-forward).
4. The closing (the "Closing") shall be at the offices of OppenheimerFunds, Inc. (the "Agent"), 6803 S
Tucson Way, Englewood, CO 80112, New York time on July 30, 2001 or at such other time or place as the parties may
designate or as provided below (the "Closing Date"). The business day preceding the Closing Date is herein
referred to as the "Valuation Date."
In the event that on the Valuation Date either party has, pursuant to the Investment Company Act of
1940, as amended (the "Act"), or any rule, regulation or order thereunder, suspended the redemption of its shares
or postponed payment therefore, the Closing Date shall be postponed until the first business day after the date
when both parties have ceased such suspension or postponement; provided, however, that if such suspension shall
continue for a period of 60 days beyond the Valuation Date, then the other party to the Agreement shall be
permitted to terminate the Agreement without liability to either party for such termination.
5. In conjunction with the Closing, Trinity Growth Fund shall distribute on a pro rata basis to the
shareholders of Trinity Growth Fund as of the Valuation Date Class A, Class B, Class C, Class N and Class Y
shares of Large Cap Growth Fund received by Trinity Growth Fund on the Closing Date in exchange for the assets of
Trinity Growth Fund in complete liquidation of Trinity Growth Fund; for the purpose of the distribution by
Trinity Growth Fund of Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund to Trinity
Growth Fund's shareholders, Large Cap Growth Fund will promptly cause its transfer agent to: (a) credit an
appropriate number of Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund on the books
of Large Cap Growth Fund to each Class A, Class B, Class C, Class N and Class Y shareholder of Trinity Growth
Fund in accordance with a list (the "Shareholder List") of Trinity Growth Fund shareholders received from Trinity
Growth Fund; and (b) confirm an appropriate number of Class A, Class B, Class C, Class N and Class Y shares of
Large Cap Growth Fund to each Class A, Class B, Class C, Class N and Class Y shareholder of Trinity Growth Fund;
certificates for Class A shares of Large Cap Growth Fund will be issued upon written request of a former
shareholder of Trinity Growth Fund but only for whole shares, with fractional shares credited to the name of the
shareholder on the books of Large Cap Growth Fund and only after any share certificates for Trinity Growth Fund
are returned to the transfer agent.
The Shareholder List shall indicate, as of the close of business on the Valuation Date, the name and
address of each shareholder of Trinity Growth Fund, indicating his or her share balance. Trinity Growth Fund
agrees to supply the Shareholder List to Large Cap Growth Fund not later than the Closing Date. Shareholders of
Trinity Growth Fund holding certificates representing their shares shall not be required to surrender their
certificates to anyone in connection with the reorganization. After the Closing Date, however, it will be
necessary for such shareholders to surrender their certificates in order to redeem, transfer or pledge the shares
of Large Cap Growth Fund which they received.
6. Within one year after the Closing Date, Trinity Growth Fund shall (a) either pay or make provision
for payment of all of its liabilities and taxes, and (b) either (i) transfer any remaining amount of the cash
reserve to Large Cap Growth Fund, if such remaining amount (as reduced by the estimated cost of distributing it
to shareholders) is not material (as defined below) or (ii) distribute such remaining amount to the shareholders
of Trinity Growth Fund on the Valuation Date. Such remaining amount shall be deemed to be material if the amount
to be distributed, after deduction of the estimated expenses of the distribution, equals or exceeds one cent per
share of Trinity Growth Fund outstanding on the Valuation Date.
7. Prior to the Closing Date, there shall be coordination between the parties as to their respective
portfolios so that, after the Closing, Large Cap Growth Fund will be in compliance with all of its investment
policies and restrictions. At the Closing, Trinity Growth Fund shall deliver to Large Cap Growth Fund two copies
of a list setting forth the securities then owned by Trinity Growth Fund. Promptly after the Closing, Trinity
Growth Fund shall provide Large Cap Growth Fund a list setting forth the respective federal income tax bases
thereof.
8. Portfolio securities or written evidence acceptable to Large Cap Growth Fund of record ownership
thereof by The Depository Trust Company or through the Federal Reserve Book Entry System or any other depository
approved by Trinity Growth Fund pursuant to Rule 17f-4 and Rule 17f-5 under the Act shall be endorsed and
delivered, or transferred by appropriate transfer or assignment documents, by Trinity Growth Fund on the Closing
Date to Large Cap Growth Fund, or at its direction, to its custodian bank, in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the custom of brokers and shall be
accompanied by all necessary state transfer stamps, if any. The cash delivered shall be in the form of certified
or bank cashiers' checks or by bank wire or intra-bank transfer payable to the order of Large Cap Growth Fund for
the account of Large Cap Growth Fund. Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth
Fund representing the number of Class A, Class B, Class C, Class N and Class Y shares of Large Cap Growth Fund
being delivered against the assets of Trinity Growth Fund, registered in the name of Trinity Growth Fund, shall
be transferred to Trinity Growth Fund on the Closing Date. Such shares shall thereupon be assigned by Trinity
Growth Fund to its shareholders so that the shares of Large Cap Growth Fund may be distributed as provided in
Section 5.
If, at the Closing Date, Trinity Growth Fund is unable to make delivery under this Section 8 to Large Cap
Growth Fund of any of its portfolio securities or cash for the reason that any of such securities purchased by
Trinity Growth Fund, or the cash proceeds of a sale of portfolio securities, prior to the Closing Date have not
yet been delivered to it or Trinity Growth Fund's custodian, then the delivery requirements of this Section 8
with respect to said undelivered securities or cash will be waived and Trinity Growth Fund will deliver to Large
Cap Growth Fund by or on the Closing Date with respect to said undelivered securities or cash executed copies of
an agreement or agreements of assignment in a form reasonably satisfactory to Large Cap Growth Fund, together
with such other documents, including a due bill or due bills and brokers' confirmation slips as may reasonably be
required by Large Cap Growth Fund.
9. Large Cap Growth Fund shall not assume the liabilities (except for portfolio securities purchased
which have not settled and for shareholder redemption and dividend checks outstanding) of Trinity Growth Fund,
but Trinity Growth Fund will, nevertheless, use its best efforts to discharge all known liabilities, so far as
may be possible, prior to the Closing Date. The cost of printing and mailing the proxies and proxy statements
will be borne by Trinity Growth Fund. Trinity Growth Fund and Large Cap Growth Fund will bear the cost of their
respective tax opinion. Any documents such as existing prospectuses or annual reports that are included in that
mailing will be a cost of the Fund issuing the document. Any other out-of-pocket expenses of Large Cap Growth
Fund and Trinity Growth Fund associated with this reorganization, including legal, accounting and transfer agent
expenses, will be borne by Trinity Growth Fund and Large Cap Growth Fund, respectively, in the amounts so
incurred by each.
10. The obligations of Large Cap Growth Fund hereunder shall be subject to the following conditions:
A. The Board of Trustees of Trinity Growth Fund shall have authorized the execution of the Agreement,
and the shareholders of Trinity Growth Fund shall have approved the Agreement and the transactions contemplated
hereby, and Trinity Growth Fund shall have furnished to Large Cap Growth Fund copies of resolutions to that
effect certified by the Secretary or the Assistant Secretary of Trinity Growth Fund; such shareholder approval
shall have been by the affirmative vote required by the Massachusetts Law and its charter documents at a meeting
for which proxies have been solicited by the Proxy Statement and Prospectus (as hereinafter defined).
B. Large Cap Growth Fund shall have received an opinion dated as of the Closing Date from counsel to
Trinity Growth Fund, to the effect that (i) Trinity Growth Fund is a business trust duly organized, validly
existing and in good standing under the laws of the State of Massachusetts with full corporate powers to carry on
its business as then being conducted and to enter into and perform the Agreement; and (ii) that all action
necessary to make the Agreement, according to its terms, valid, binding and enforceable on Trinity Growth Fund
and to authorize effectively the transactions contemplated by the Agreement have been taken by Trinity Growth
Fund. Massachusetts counsel may be relied upon for this opinion.
C. The representations and warranties of Trinity Growth Fund contained herein shall be true and correct
at and as of the Closing Date, and Large Cap Growth Fund shall have been furnished with a certificate of the
President, or a Vice President, or the Secretary or the Assistant Secretary or the Treasurer of Trinity Growth
Fund, dated as of the Closing Date, to that effect.
D. On the Closing Date, Trinity Growth Fund shall have furnished to Large Cap Growth
Fund a certificate of the Treasurer or Assistant Treasurer of Trinity Growth Fund as to the amount of the capital
loss carry-over and net unrealized appreciation or depreciation, if any, with respect to Trinity Growth Fund as
of the Closing Date.
E. The cash reserve shall not exceed 10% of the value of the net assets, nor 30% in value
of the gross assets, of Trinity Growth Fund at the close of business on the Valuation Date.
F. A Registration Statement on Form N-14 filed by Large Cap Growth Fund under the
Securities Act of 1933, as amended (the "1933 Act"), containing a preliminary form of the Proxy Statement and
Prospectus, shall have become effective under the 1933 Act.
G. On the Closing Date, Large Cap Growth Fund shall have received a letter of Andrew J.
Donohue or other senior executive officer of OppenheimerFunds, Inc. acceptable to Large Cap Growth Fund, stating
that nothing has come to his or her attention which in his or her judgment would indicate that as of the Closing
Date there were any material, actual or contingent liabilities of Trinity Growth Fund arising out of litigation
brought against Trinity Growth Fund or claims asserted against it, or pending or to the best of his or her
knowledge threatened claims or litigation not reflected in or apparent from the most recent audited financial
statements and footnotes thereto of Trinity Growth Fund delivered to Large Cap Growth Fund. Such letter may also
include such additional statements relating to the scope of the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable under the circumstances.
H. Large Cap Growth Fund shall have received an opinion, dated as of the Closing Date, of KPMG LLP, to the
same effect as the opinion contemplated by Section 11.E. of the Agreement.
I. Large Cap Growth Fund shall have received at the Closing all of the assets of Trinity
Growth Fund to be conveyed hereunder, which assets shall be free and clear of all liens, encumbrances, security
interests, restrictions and limitations whatsoever.
The obligations of Trinity Growth Fund hereunder shall be subject to the following
conditions:
A. The Board of Trustees of Large Cap Growth Fund shall have authorized the execution of the Agreement,
and the transactions contemplated thereby, and Large Cap Growth Fund shall have furnished to Trinity Growth Fund
copies of resolutions to that effect certified by the Secretary or the Assistant Secretary of Large Cap Growth
Fund.
B. Trinity Growth Fund's shareholders shall have approved the Agreement and the transactions
contemplated hereby, by an affirmative vote required by the Massachusetts Law and its charter documents and
Trinity Growth Fund shall have furnished Large Cap Growth Fund copies of resolutions to that effect certified by
the Secretary or an Assistant Secretary of Trinity Growth Fund.
C. Trinity Growth Fund shall have received an opinion dated as of the Closing Date from counsel to Large
Cap Growth Fund, to the effect that (i) Large Cap Growth Fund is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of Massachusetts with full powers to carry on
its business as then being conducted and to enter into and perform the Agreement; (ii) all actions necessary to
make the Agreement, according to its terms, valid, binding and enforceable upon Large Cap Growth Fund and to
authorize effectively the transactions contemplated by the Agreement have been taken by Large Cap Growth Fund,
and (iii) the shares of Large Cap Growth Fund to be issued hereunder are duly authorized and when issued will be
validly issued, fully-paid and non-assessable, except as set forth under "Shareholder and Trustee Liability" in
Large Cap Growth Fund's Statement of Additional Information. Massachusetts counsel may be relied upon for this
opinion.
D. The representations and warranties of Large Cap Growth Fund contained herein shall be true and
correct at and as of the Closing Date, and Trinity Growth Fund shall have been furnished with a certificate of
the President, a Vice President or the Secretary or the Assistant Secretary or the Treasurer of the Trust to that
effect dated as of the Closing Date.
E. Trinity Growth Fund shall have received an opinion of KPMG LLP to the effect that the federal tax
consequences of the transaction, if carried out in the manner outlined in the Agreement and in accordance with
(i) Trinity Growth Fund's representation that there is no plan or intention by any Trinity Growth Fund
shareholder who owns 5% or more of Trinity Growth Fund's outstanding shares, and, to Trinity Growth Fund's best
knowledge, there is no plan or intention on the part of the remaining Trinity Growth Fund shareholders, to
redeem, sell, exchange or otherwise dispose of a number of Large Cap Growth Fund shares received in the
transaction that would reduce Trinity Growth Fund shareholders' ownership of Large Cap Growth Fund shares to a
number of shares having a value, as of the Closing Date, of less than 50% of the value of all of the formerly
outstanding Trinity Growth Fund shares as of the same date, and (ii) the representation by each of Trinity Growth
Fund and Large Cap Growth Fund that, as of the Closing Date, Trinity Growth Fund and Large Cap Growth Fund will
qualify as regulated investment companies or will meet the diversification test of Section 368(a)(2)(F)(ii) of
the Code, will be as follows:
1. The transactions contemplated by the Agreement will qualify as a tax-free "reorganization" within the
meaning of Section 368(a)(1) of the Code, and under the regulations promulgated thereunder.
2. Trinity Growth Fund and Large Cap Growth Fund will each qualify as a "party to a reorganization"
within the meaning of Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the shareholders of Trinity Growth Fund upon the distribution
of Class A, Class B and Class C shares of beneficial interest in Large Cap Growth Fund to the shareholders of
Trinity Growth Fund pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be recognized by Trinity Growth Fund by reason
of the transfer of substantially all its assets in exchange for Class A, Class B and Class C shares of Large Cap
Growth Fund.
5. Under Section 1032 of the Code no gain or loss will be recognized by Large Cap Growth Fund by reason
of the transfer of substantially all of Trinity Growth Fund's assets in exchange for Class A, Class B and Class C
shares of Large Cap Growth Fund and Large Cap Growth Fund's assumption of certain liabilities of Trinity Growth
Fund.
6. The shareholders of Trinity Growth Fund will have the same tax basis and holding period for the Class
A, Class B and Class C shares of beneficial interest in Large Cap Growth Fund that they receive as they had for
Trinity Growth Fund shares that they previously held, pursuant to Section 358(a) and 1223(1), respectively, of
the Code.
7. The securities transferred by Trinity Growth Fund to Large Cap Growth Fund will have the same tax
basis and holding period in the hands of Large Cap Growth Fund as they had for Trinity Growth Fund, pursuant to
Section 362(b) and 1223(1), respectively, of the Code.
F. The cash reserve shall not exceed 10% of the value of the net assets, nor 30% in value of the gross
assets, of Trinity Growth Fund at the close of business on the Valuation Date.
G. A Registration Statement on Form N-14 filed by Large Cap Growth Fund under the 1933 Act, containing a
preliminary form of the Proxy Statement and Prospectus, shall have become effective under the 1933 Act.
H. On the Closing Date, Trinity Growth Fund shall have received a letter of Andrew J. Donohue or other
senior executive officer of OppenheimerFunds, Inc. acceptable to Trinity Growth Fund, stating that nothing has
come to his or her attention which in his or her judgment would indicate that as of the Closing Date there were
any material, actual or contingent liabilities of Large Cap Growth Fund arising out of litigation brought against
Large Cap Growth Fund or claims asserted against it, or pending or, to the best of his or her knowledge,
threatened claims or litigation not reflected in or apparent by the most recent audited financial statements and
footnotes thereto of Large Cap Growth Fund delivered to Trinity Growth Fund. Such letter may also include such
additional statements relating to the scope of the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable under the circumstances.
I. Trinity Growth Fund shall acknowledge receipt of the Class A, Class B and Class C shares of Large Cap
Growth Fund.
12. Trinity Growth Fund hereby represents and warrants that:
A. The audited financial statements of Trinity Growth Fund as of July 31, 2000 and unaudited financial
statements as of January 31, 2001 heretofore furnished to Large Cap Growth Fund, present fairly the financial
position, results of operations, and changes in net assets of Trinity Growth Fund as of that date, in conformity
with generally accepted accounting principles applied on a basis consistent with the preceding year; and that
from January 31, 2001 through the date hereof there have not been, and through the Closing Date there will not
be, any material adverse change in the business or financial condition of Trinity Growth Fund, it being agreed
that a decrease in the size of Trinity Growth Fund due to a diminution in the value of its portfolio and/or
redemption of its shares shall not be considered a material adverse change;
B. Contingent upon approval of the Agreement and the transactions contemplated thereby by Trinity Growth
Fund's shareholders, Trinity Growth Fund has authority to transfer all of the assets of Trinity Growth Fund to be
conveyed hereunder free and clear of all liens, encumbrances, security interests, restrictions and limitations
whatsoever;
C. The Prospectus, as amended and supplemented, contained in Trinity Growth Fund's Registration Statement
under the 1933 Act, as amended, is true, correct and complete, conforms to the requirements of the 1933 Act and
does not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Registration Statement, as amended, was,
as of the date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading;
D. There is no material contingent liability of Trinity Growth Fund and no material claim and no
material legal, administrative or other proceedings pending or, to the knowledge of Trinity Growth Fund,
threatened against Trinity Growth Fund, not reflected in such Prospectus;
E. Except for the Agreement, there are no material contracts outstanding to which Trinity Growth Fund is
a party other than those ordinary in the conduct of its business;
F. Trinity Growth Fund is a Massachusetts business trust duly organized, validly existing and in good
standing under the laws of the State of Massachusetts; and has all necessary and material Federal and state
authorizations to own all of its assets and to carry on its business as now being conducted; and Trinity Growth
Fund that is duly registered under the Act and such registration has not been rescinded or revoked and is in full
force and effect;
G. All Federal and other tax returns and reports of Trinity Growth Fund required by law to be filed have
been filed, and all federal and other taxes shown due on said returns and reports have been paid or provision
shall have been made for the payment thereof and to the best of the knowledge of Trinity Growth Fund no such
return is currently under audit and no assessment has been asserted with respect to such returns and to the
extent such tax returns with respect to the taxable year of Trinity Growth Fund ended July 31, 2000 have not been
filed, such returns will be filed when required and the amount of tax shown as due thereon shall be paid when
due; and
H. Trinity Growth Fund has elected that Trinity Growth Fund be treated as a regulated investment company
and, for each fiscal year of its operations, Trinity Growth Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company and Trinity Growth Fund intends to meet
such requirements with respect to its current taxable year.
13. Large Cap Growth Fund hereby represents and warrants that:
A. The audited financial statements of Large Cap Growth Fund as of July 31, 2000 and unaudited financial
statements as of January 31, 2001 heretofore furnished to Trinity Growth Fund, present fairly the financial
position, results of operations, and changes in net assets of Large Cap Growth Fund, as of that date, in
conformity with generally accepted accounting principles applied on a basis consistent with the preceding year;
and that from January 31, 2001 through the date hereof there have not been, and through the Closing Date there
will not be, any material adverse changes in the business or financial condition of Large Cap Growth Fund, it
being understood that a decrease in the size of Large Cap Growth Fund due to a diminution in the value of its
portfolio and/or redemption of its shares shall not be considered a material or adverse change;
B. The Prospectus, as amended and supplemented, contained in Large Cap Growth Fund's Registration Statement
under the 1933 Act, is true, correct and complete, conforms to the requirements of the 1933 Act and does not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Registration Statement, as amended, was, as of the
date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading;
C. Except for this Agreement, there is no material contingent liability of Large Cap Growth Fund and no
material claim and no material legal, administrative or other proceedings pending or, to the knowledge of Large
Cap Growth Fund, threatened against Large Cap Growth Fund, not reflected in such Prospectus;
D. There are no material contracts outstanding to which Large Cap Growth Fund is a party other than
those ordinary in the conduct of its business;
E. Large Cap Growth Fund is a business trust duly organized, validly existing and in good standing under
the laws of the Commonwealth of Massachusetts; Large Cap Growth Fund has all necessary and material Federal and
state authorizations to own all its properties and assets and to carry on its business as now being conducted;
the Class A, Class B and Class C shares of Large Cap Growth Fund which it issues to Trinity Growth Fund pursuant
to the Agreement will be duly authorized, validly issued, fully-paid and non-assessable, except as set forth
under "Shareholder and Trustee Liability" in Large Cap Growth Fund's Statement of Additional Information, will
conform to the description thereof contained in Large Cap Growth Fund's Registration Statement and will be duly
registered under the 1933 Act and in the states where registration is required; and Large Cap Growth Fund is duly
registered under the Act and such registration has not been revoked or rescinded and is in full force and effect;
F. All federal and other tax returns and reports of Large Cap Growth Fund required by law to be filed
have been filed, and all federal and other taxes shown due on said returns and reports have been paid or
provision shall have been made for the payment thereof and to the best of the knowledge of Large Cap Growth Fund,
no such return is currently under audit and no assessment has been asserted with respect to such returns and to
the extent such tax returns with respect to the taxable year of Large Cap Growth Fund ended July 31, 2000 have
not been filed, such returns will be filed when required and the amount of tax shown as due thereon shall be paid
when due;
G. Large Cap Growth Fund has elected to be treated as a regulated investment company and, for each
fiscal year of its operations, Large Cap Growth Fund has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company and Large Cap Growth Fund intends to meet such
requirements with respect to its current taxable year;
H. Large Cap Growth Fund has no plan or intention (i) to dispose of any of the assets transferred by
Trinity Growth Fund, other than in the ordinary course of business, or (ii) to redeem or reacquire any of the
Class A, Class B, Class C, Class N and Class Y shares issued by it in the reorganization other than pursuant to
valid requests of shareholders; and
I. After consummation of the transactions contemplated by the Agreement, Large Cap Growth Fund intends
to operate its business in a substantially unchanged manner.
14. Each party hereby represents to the other that no broker or finder has been employed by it with
respect to the Agreement or the transactions contemplated hereby. Each party also represents and warrants to the
other that the information concerning it in the Proxy Statement and Prospectus will not as of its date contain
any untrue statement of a material fact or omit to state a fact necessary to make the statements concerning it
therein not misleading and that the financial statements concerning it will present the information shown fairly
in accordance with generally accepted accounting principles applied on a basis consistent with the preceding
year. Each party also represents and warrants to the other that the Agreement is valid, binding and enforceable
in accordance with its terms and that the execution, delivery and performance of the Agreement will not result in
any violation of, or be in conflict with, any provision of any charter, by-laws, contract, agreement, judgment,
decree or order to which it is subject or to which it is a party. Large Cap Growth Fund hereby represents to and
covenants with Trinity Growth Fund that, if the reorganization becomes effective, Large Cap Growth Fund will
treat each shareholder of Trinity Growth Fund who received any of Large Cap Growth Fund's shares as a result of
the reorganization as having made the minimum initial purchase of shares of Large Cap Growth Fund received by
such shareholder for the purpose of making additional investments in shares of Large Cap Growth Fund, regardless
of the value of the shares of Large Cap Growth Fund received.
15. Large Cap Growth Fund agrees that it will prepare and file a Registration Statement on Form N-14
under the 1933 Act which shall contain a preliminary form of proxy statement and prospectus contemplated by Rule
145 under the 1933 Act. The final form of such proxy statement and prospectus is referred to in the Agreement as
the "Proxy Statement and Prospectus." Each party agrees that it will use its best efforts to have such
Registration Statement declared effective and to supply such information concerning itself for inclusion in the
Proxy Statement and Prospectus as may be necessary or desirable in this connection. Trinity Growth Fund
covenants and agrees to liquidate and dissolve as soon as practicable to the extent required under the laws of
the State of Massachusetts, and, upon Closing, to cause the cancellation of its outstanding shares.
16. The obligations of the parties shall be subject to the right of either party to abandon and
terminate the Agreement for any reason and there shall be no liability for damages or other recourse available to
a party not so terminating this Agreement, provided, however, that in the event that a party shall terminate this
Agreement without reasonable cause, the party so terminating shall, upon demand, reimburse the party not so
terminating for all expenses, including reasonable out-of-pocket expenses and fees incurred in connection with
this Agreement.
17. The Agreement may be executed in several counterparts, each of which shall be deemed an original, but
all taken together shall constitute one Agreement. The rights and obligations of each party pursuant to the
Agreement shall not be assignable.
18. All prior or contemporaneous agreements and representations are merged into the Agreement, which
constitutes the entire contract between the parties hereto. No amendment or modification hereof shall be of any
force and effect unless in writing and signed by the parties and no party shall be deemed to have waived any
provision herein for its benefit unless it executes a written acknowledgment of such waiver.
19. Large Cap Growth Fund understands that the obligations of Trinity Growth Fund under the Agreement are
not binding upon any Trustee or shareholder of Trinity Growth Fund personally, but bind only Trinity Growth Fund
and Trinity Growth Fund's property.
20. Trinity Growth Fund understands that the obligations of Large Cap Growth Fund under the Agreement are
not binding upon any trustee or shareholder of Large Cap Growth Fund personally, but bind only Large Cap Growth
Fund and Large Cap Growth Fund's property. Trinity Growth Fund represents that it has notice of the provisions
of the Declaration of Trust of Large Cap Growth Fund disclaiming shareholder and trustee liability for acts or
obligations of Large Cap Growth Fund.
IN WITNESS WHEREOF, each of the parties has caused the Agreement to be executed and attested by its officers
thereunto duly authorized on the date first set forth above.
OPPENHEIMER TRINITY GROWTH FUND
By: /s/ Andrew J. Donohue
Andrew J. Donohue
Secretary
OPPENHEIMER LARGE CAP GROWTH FUND
By: /s/ Andrew J. Donohue
Andrew J. Donohue
Secretary
Part B
STATEMENT OF ADDITIONAL INFORMATION
TO PROSPECTUS/PROXY STATEMENT
Acquisition of the Assets of the
OPPENHEIMER TRINITY GROWTH FUND
By and in exchange for Shares of the
OPPENHEIMER LARGE CAP GROWTH FUND
This Statement of Additional Information to this Prospectus/Proxy Statement (the "SAI") relates
specifically to the proposed delivery of substantially all of the assets of Oppenheimer Trinity Growth Fund
("Trinity Growth Fund") for shares of Oppenheimer Large Cap Growth Fund ("Large Cap Growth Fund").
This SAI consists of this Cover Page and the following documents: (i) Annual and Semi-Annual Reports
dated July 31, 2000 and January 31, 2001, respectively, of Trinity Growth Fund; (ii) the Annual and Semi-Annual
Reports dated July 31, 2000 and January 31, 2001, respectively of Large Cap Growth Fund; (iii) the Prospectus of
Trinity Growth Fund dated January 22, 2001 as revised March 1, 2001; (iv) the Statement of Additional Information
of Trinity Growth Fund dated January 22, 2001 as revised March 1, 2001; (iv) the Statement of Additional
Information of Large Cap Growth Fund dated January 30, 2001 as revised March 1, 2001; and (v) the pro forma
financial statements for the 12 month period ended January 31, 2001.
This SAI is not a Prospectus; you should read this SAI in conjunction with the Prospectus/Proxy
Statement dated June _____, 2001, relating to the above-referenced transaction. You can request a copy of the
Prospectus/Proxy Statement by calling 1.800.525.7048 or by writing OppenheimerFunds Services at P.O. Box 5270,
Denver, Colorado 80217. The date of this SAI is June ______, 2001.
Oppenheimer Large Cap Growth Fund Inactive
Filed: 14 Jun 01, 12:00am