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LoneStar 529 Plan ® As of 3/19/12 Age Based Portfolios Age Based and Static Portfolios1,2 Asset Class U.S. Equity Non-U.S. Equity Fixed Income Underlying Investments Oppenheimer Capital Appreciation Fund Oppenheimer Value Fund Oppenheimer Main Street Select Fund® Oppenheimer Main Street Small- & Mid-Cap Fund® Thornburg International Value Fund TIAA-CREF International Equity Index Fund3 Dreyfus Bond Market Index Fund3,4 Dreyfus Inflation Adjusted Securities Fund3 Oppenheimer Institutional Money Market Fund6 Money Market Total Equity Total Fixed Income Total Money Market Total Plan Fees for Class A7 Total Plan Fees for Class B7,8 Total Plan Fees for Class C7 Age Based 0–6 Years Portfolio Age Based 7–9 Years Portfolio 17.0% 17.0 13.0 13.0 25.0 5.0 10.0 0.0 0.0 90.0% 10.0 0.0 1.30% 2.05% 2.05% 14.5% 14.5 9.0 9.0 23.0 0.0 20.0 10.0 0.0 70.0% 30.0 0.0 1.27% 2.02% 2.02% Static Portfolios Age Based 10–11 Age Based 12–14 Age Based 15–17 Years Portfolio Years Portfolio Years Portfolio Target Investment Allocations 13.0% 9.5% 13.0 9.5 7.0 9.0 7.0 5.0 20.0 17.0 0.0 0.0 25.0 30.0 15.0 20.0 0.0 0.0 60.0% 50.0% 40.0 50.0 0.0 0.0 1.25% 1.23% 2.00% 1.98% 2.00% 1.98% Age Based 18 Years and Over Portfolio 6.0% 6.0 5.0 3.0 10.0 0.0 30.0 25.0 15.0 30.0% 55.0 15.0 1.13% 1.88% 1.88% 2.0% 2.0 2.0 1.0 3.0 0.0 30.0 25.0 35.0 10.0% 55.0 35.0 1.00% 1.75% 1.75% 100% Equity Portfolio Balanced Portfolio Target Investment Allocations 20.5% 13.0% 20.5 13.0 13.0 7.0 13.0 7.0 25.0 20.0 8.0 0.0 0.0 25.0 0.0 15.0 0.0 0.0 100.0% 60.0% 0.0 40.0 0.0 0.0 1.31% 1.25% 2.06% 2.00% 2.06% 2.00% Static Portfolios Individual Fund Portfolios 1,2 Asset Class U.S. Equity Non-U.S. Equity Fixed Income Money Market Underlying Investments Oppenheimer Capital Appreciation Fund Oppenheimer Value Fund Oppenheimer Main Street Select Fund® TIAA-CREF S&P 500 Index Fund3 TIAA-CREF Social Choice Equity Fund Oppenheimer Main Street Small- & Mid-Cap Fund® Oppenheimer International Diversified Fund5 Dreyfus Bond Market Index Fund3,4 Dreyfus Inflation Adjusted Securities Fund3 Oppenheimer Institutional Money Market Fund6 Dreyfus Treasury Prime Cash Management6 Total Equity Total Fixed Income Total Money Market Total Plan Fees for Class A7 Total Plan Fees for Class B7,8 Total Plan Fees for Class C7 Capital Appreciation Portfolio 100.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0% 0.0 0.0 1.28% 2.03% 2.03% Value Portfolio 0.0% 100.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0% 0.0 0.0 1.16% 1.91% 1.91% Main Street Select Portfolio 0.0% 0.0 100.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0% 0.0 0.0 1.43% 2.18% 2.18% Large Cap Core Index Portfolio 0.0% 0.0 0.0 100.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0% 0.0 0.0 0.96% 1.71% 1.71% Main Street International Socially Responsible Small- & Mid- Diversified Portfolio Cap Portfolio Portfolio Target Investment Allocations 0.0% 0.0% 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0 0.0 0.0 0.0 100.0 0.0 0.0 0.0 100.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0% 100.0% 100.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.85% 1.39% 1.63% 1.60% 2.14% 2.38% 1.60% 2.14% 2.38% Each underlying investment has its own risks. For example, the prices of small-cap stocks are generally more volatile than large company stocks. There are special risks inherent to international investing, including currency, political, social and economic risks. Investments in growth stocks may be more volatile than other securities. With value investing, if the marketplace does not recognize that a security is undervalued, the expected price increase may not occur. Fixed income investing entails credit and interest rate risks. When interest rates rise, bond prices generally fall, and the underlying investment’s or account’s value can fall. Diversification does not guarantee a profit or protect against loss. Derivative instruments, securities whose values depend on the performance of an underlying security or asset, may entail potentially higher volatility and risk of loss compared to traditional stock or bond investments. Fixed Income Portfolio 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 100.0 0.0 0.0 0.0 0.0% 100.0 0.0 1.23% 1.98% 1.98% Inflation Protected Bond Portfolio 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0 0.0 0.0 0.0% 100.0 0.0 0.52% 0.52% 0.52% Money Market Portfolio9 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0 0.0 0.0% 0.0 100.0 0.48% 0.48% 0.48% U.S. Government Money Market Portfolio9 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0 0.0% 0.0 100.0 0.52% 0.52% 0.52% LoneStar 529 Plan® Please refer to the most recent Plan Description and Savings Trust Agreement, as amended and supplemented. 1. Each Portfolio invests in the institutional (Y) share class of the applicable Underlying Investment, except Portfolios that invest in the L share class of Oppenheimer Institutional Money Market Fund, the Basic share class of the Dreyfus Bond Market Index Fund, the institutional (I) share class of the TIAA-CREF International Equity Index Fund, TIAA-CREF S&P 500 Index Fund, TIAA-CREF Social Choice Equity Fund, the Thornburg International Value Fund, Dreyfus Inflation Adjusted Securities Fund and Dreyfus Treasury Prime Cash Management. 2. For Portfolios that invest in more than one Underlying Investment, based on a weighted average of each Underlying Investment’s expense ratio, in accordance with the Portfolio’s target asset allocation as of January 11, 2012; and for Portfolios that invest in one Underlying Investment, based on the expense ratio for the Underlying Investment as of January 11, 2012. Underlying Investment expenses include Investment advisory fees, which may be paid to the Program Manager, its affiliates, The Dreyfus Corporation, TIAA-CREF or Thornburg Investment Management, Inc., administrative and other expenses. 3. Portfolios that invest in the Dreyfus Bond Market Index Fund and Dreyfus Inflation Adjusted Securities Fund are charged an additional administrative fee of 0.30% and 0.27%, respectively, on the portion of the Portfolio that invests in these funds. Portfolios that invest in TIAA-CREF S&P 500 Index Fund and TIAA-CREF International Equity Index Fund are charged an additional administrative services fee of 0.32% and 0.31%, respectively, on the portion of the Portfolio that invests in these funds. 4. The manager of the Dreyfus Bond Market Index Fund has agreed to reduce its fees in an amount equal to the Fund’s allocable portion of the fees and expenses of the non-interested Board members and their counsel. Without this expense limitation arrangement, the Fixed Income Portfolio’s “Weighted Average Expense Ratio of Underlying Funds” and “Total Plan Fees” would have been 0.46% and 1.02%, respectively. Without this expense limitation arrangement, the impact to the other Portfolios would be less than 0.01%. 5. The transfer agent of Oppenheimer International Diversified Fund has voluntarily agreed to limit its fees to 0.35% of average annual net assets per fiscal year. Without this expense limitation arrangement, the International Diversified Portfolio’s “Weighted Average Expense Ratio of Underlying Funds” and “Total Plan Fees” would have been 1.09% and 1.65%, respectively. 6. An investment in the Fund is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 7. Total Plan Fees are subject to change at any time and are assessed against assets over the course of the year and do not include sales charges. As stated in the current Plan Description, total plan fees for the portfolios ranged from 0.48% to 2.38% with a maximum sales charge of 5.75% and are subject to change. 8. Beginning September 10, 2010, the Plan will no longer accept Contributions from Account Owners who have not already established an Account invested in Class B Units. Beginning on or after November 23, 2010, Class B Units will no longer be offered by the Plan. Any Contributions for Class B Units received by the Program Manager after September 10, 2010, for new investors, and on or after November 29, 2010, for any Class B Unit investors, will automatically be directed to Class A Units. Account Owners are permitted to remain invested in Class B Units until such time as Class B Units convert to Class A Units as described in the Plan Description. 9. For administrative and recordkeeping purposes, the Money Market Portfolio and the U.S Government Money Market Portfolios have three Unit classes. Each unit class has the same fee structure. The Plan Manager and the Board have agreed to voluntarily waive the Program Management Fee and the Administrative Fee, respectively (but, in neither case, not below zero) and/or reimburse expenses to the extent necessary to assist the Portfolios in attempting to maintain at least a 0.00% return. There is no guarantee that the Portfolios will maintain this return. This undertaking may be amended or withdrawn at any time. LoneStar 529 Plan® Comments or complaints may be forwarded to the Prepaid Higher Education Tuition Program, Office of the Comptroller of Public Accounts, P.O. Box 13407, Austin, Texas 78711-3407, or by calling 1.512.936.2064. This material is provided for general and educational purposes only, and is not intended to provide legal, tax or investment advice, or for use to avoid penalties that may be imposed under U.S. federal tax laws. Contact your attorney or other advisor regarding your specific legal, investment or tax situation. The LoneStar 529 Plan® is established and maintained by the Texas Prepaid Higher Education Tuition Board and distributed by OppenheimerFunds Distributor, Inc. OFI Private Investments Inc., a subsidiary of OppenheimerFunds, Inc., is the plan manager and administrator of the Plan. Some states offer favorable tax treatment to their residents only if they invest in the state’s own plan. Investors should consider before investing whether their or their designated beneficiary’s home state offers any state tax or other benefits that are only available for investments in such state’s qualified tuition program and should consult their tax advisor. Interests in the Plan are not deposits or other obligations of any depository institution. No part of an account, the principal invested, nor any investment return is insured or guaranteed by the FDIC, the state of Texas, the Texas Prepaid Higher Education Tuition Board, any other state or federal governmental agency or OFI Private Investments Inc. or its affiliates. An account might not make money and could lose money (including the principal invested) if money is invested in the Plan. Interests in the Plan have not been registered with the U.S. Securities and Exchange Commission or with any state. Before investing in the Plan, investors should carefully consider the investment objectives, risks, administrative fees, service and other charges and expenses associated with municipal fund securities. The Plan Description and Savings Trust Agreement contain this and other information about the Plan, and may be obtained by visiting www.lonestar529.com or by calling 1.800.445.GRAD (4723), option #4. Investors should read these documents carefully before investing. Information about the Plan’s Underlying Investments Account Owners do not invest in, and do not have ownership or other rights relating to, the underlying investments. The Plan’s underlying investments are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested. The Plan Description contains summary information regarding the underlying investments’ objectives, risks, charges and expenses and details on how to obtain more information about the Plan’s underlying investments. “LoneStar 529 Plan” is a registered service mark of the Texas Prepaid Higher Education Tuition Board. All rights reserved. The LoneStar 529 Plan® is distributed by OppenheimerFunds Distributor, Inc. Member FINRA, SIPC Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008 © 2012 OppenheimerFunds Distributor, Inc. All rights reserved. LS0000.020.0112 March 16, 2012 Susan Combs Texas Comptroller of Public Accounts qwer