Registration No. 333-05579
                                                    File No. 811-07657


                                                   UNITED STATES

                                        SECURITIES AND EXCHANGE COMMISSION

                                               WASHINGTON, DC 20549


                                                     FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        [X]

Pre-Effective Amendment No. __                                 [   ]

Post-Effective Amendment No. 10                                [X]

                                                      and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANYACT OF 1940     [X]
Amendment No. 11

                         OPPENHEIMER DEVELOPING MARKETS FUND


                        (Exact Name of Registrant as Specified in Charter)


                    6803 South Tucson Way, Centennial, Colorado 80112-3924



                        (Address of Principal Executive Offices) (Zip Code)

                                               (303) 768-3200
------------------------------------------------------------------------------
                       (Registrant's Telephone Number, including Area Code)

                                               Robert G. Zack, Esq.

                                              OppenheimerFunds, Inc.

   Two World Financial Center, 225 Liberty Street, New York, New York 10080

-------------------------------------------------------------------------------
                                      (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate box):

         [   ]    immediately upon filing pursuant to paragraph (b)
         [X]      on October 23, 2003 pursuant to paragraph (b)
         [   ]    60 days after filing pursuant to paragraph (a)(1)
         [   ]    on _______________ pursuant to paragraph (a)(1)
         [   ]    75 days after filing pursuant to paragraph (a)(2)
         [   ]    on _______________ pursuant to paragraph (a)(2) of Rule 485.


If appropriate, check the following box:

    [   ]    This  post-effective   amendment   designates  a  new
            effective  date  for  a  previously  filed post-effective amendment.





Oppenheimer
Developing Markets Fund



Prospectus dated October 23, 2003




Oppenheimer  Developing  Markets Fund is a mutual fund that  aggressively  seeks
long-term  capital  appreciation to make your investment grow. It invests mainly
in common stocks of issuers in emerging and  developing  markets  throughout the
world.

This Prospectus contains important  information about the Fund's objective,  its
investment   policies,   strategies  and  risks.  It  also  contains   important
information  about  how to buy and sell  shares  of the Fund and  other  account
features.  Please read this Prospectus  carefully  before you invest and keep it
for future reference about your account.




As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved the Fund's
securities nor has it determined that this Prospectus is
accurate or complete. It is a criminal offense to
represent otherwise.

                                             (OppenheimerFunds logo)






CONTENTS


                  ABOUT THE FUND


            The Fund's Investment Objective and Principal Investment Strategies


                  Main Risks of Investing in the Fund


                  The Fund's Past Performance


                  Fees and Expenses of the Fund

                  About the Fund's Investments

                  How the Fund is Managed


                  ABOUT YOUR ACCOUNT

                  How to Buy Shares
                  Class A Shares
                  Class B Shares
                  Class C Shares
                  Class N Shares

                  Special Investor Services
                  AccountLink
                  PhoneLink
                  OppenheimerFunds Internet Website
                  Retirement Plans

                  How to Sell Shares
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights







ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies


WHAT IS THE FUND'S INVESTMENT  OBJECTIVE?  The Fund  aggressively  seeks capital
appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks of
issuers in emerging and developing markets throughout the world.

o Under normal market  conditions,  the Fund will invest at least 80% of its net
assets plus borrowings for investment purposes,  in equity securities of issuers
whose principal activities are in at least three developing markets.

o The Fund can (but is not required to) invest up to 100% of its total assets in
foreign securities.

o The Fund  will  emphasize  investments  in  common  stocks  and  other  equity
securities.

o The Fund will emphasize  investments in growth companies,  which can be in any
market capitalization range.

HOW DOES  THE  PORTFOLIO  MANAGER  DECIDE  WHAT  SECURITIES  TO BUY OR SELL?  In
selecting  securities for the Fund, the Fund's portfolio manager looks primarily
for foreign companies in developing markets with high growth potential.  He uses
fundamental analysis of a company's financial statements,  management structure,
operations and product development,  and considers the special factors and risks
of the country in which the issuer operates. In seeking broad diversification of
the Fund's portfolio, the portfolio manager currently searches for:

o Companies of different  capitalization ranges with strong market positions and
the ability to take  advantage of barriers to entry in their  industry,  such as
high start-up costs

o Companies with management that has a proven record

o Companies with newer or established businesses that are entering into a growth
cycle

o Companies with the potential to withstand high market volatility

o Companies with strong  earnings  growth whose stock is selling at a reasonable
price.

     In applying  these and other  selection  criteria,  the  portfolio  manager
considers  the effect of  worldwide  trends on the  growth of  various  business
sectors,  and looks for companies that may benefit from four main global trends:
development of new  technologies,  corporate  restructuring,  the growth of mass
affluence and demographic changes. This strategy may change over time.


WHO IS THE FUND  DESIGNED  FOR? The Fund is designed  primarily  for  aggressive
investors  seeking capital growth over the long term.  Those investors should be
willing to assume the substantial  risks of short-term share price  fluctuations
and losses  that are  typical for an  aggressive  growth fund  focusing on stock
investments in developing and emerging  markets.  The Fund does not seek current
income and the income from its  investments  will likely be small,  so it is not
designed for investors needing income. Because of its focus on long-term growth,
the Fund may be appropriate for some portion of a retirement plan investment for
investors  with a high  risk  tolerance.  However,  the  Fund is not a  complete
investment program.


Main Risks of Investing in the Fund


All investments have risks to some degree. The Fund's investments are subject to
changes in their value from a number of factors,  described below. There is also
the  risk  that  poor  security  selection  by the  Fund's  investment  Manager,
OppenheimerFunds,  Inc., will cause the Fund to underperform  other funds having
similar objectives.

RISKS OF INVESTING IN STOCKS.  Stocks  fluctuate in price,  and their short-term
volatility at times may be great.  Because the Fund invests  primarily in stocks
of foreign growth companies,  the value of the Fund's portfolio will be affected
by changes in the  foreign  stock  markets and the  special  economic  and other
factors that might primarily affect the prices of markets in particular regions,
such as Asia,  Latin America,  and Eastern  Europe.  Market risk will affect the
Fund's net asset  value per share,  which  will  fluctuate  as the values of the
Fund's portfolio  securities  change. The prices of individual stocks do not all
move in the same  direction  uniformly  or at the  same  time.  Different  stock
markets may behave differently from each other.


     Other factors can affect a particular  stock's price, such as poor earnings
reports by the issuer,  loss of major customers,  major  litigation  against the
issuer,  or  changes  in  government  regulations  affecting  the  issuer or its
industry.

SPECIAL RISKS OF GROWTH STOCKS.  Stocks of growth  companies may provide greater
opportunities  for  capital  appreciation  but may be more  volatile  than other
stocks.  That  volatility  is likely to be even greater for growth  companies in
emerging markets.

     The Fund can buy  stocks  of  companies  in any  capitalization  range  and
focuses its  investments  on  securities  of companies  the Manager  thinks have
growth possibilities.  Newer small companies may offer greater opportunities for
capital  appreciation,  but they involve substantially greater risks of loss and
price  fluctuations.  Their  stocks  may be less  liquid  than  those of  larger
issuers. That means the Fund could have greater difficulty selling a security of
a  smaller  issuer at an  acceptable  price,  especially  in  periods  of market
volatility. That factor increases the potential for losses to the Fund. Also, it
may take a  substantial  period of time  before  the Fund  realizes a gain on an
investment in a small-cap company, if it realizes any gain at all.


RISKS  OF  FOREIGN  INVESTING.   While  foreign  securities  may  offer  special
investment opportunities, there are also special risks. The change in value of a
foreign  currency  against  the U.S.  dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Foreign issuers
are not subject to the same  accounting  and disclosure  requirements  that U.S.
companies are subject to. Securities  issued by a foreign  government may not be
supported by the "full faith and credit" of the government. The value of foreign
investments may be affected by exchange  control  regulations,  expropriation or
nationalization  of a company's assets,  foreign taxes,  delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S. or
abroad,  or other  political and economic  factors.  These risks could cause the
prices of foreign  stocks to fall and could  therefore  depress the Fund's share
prices.


Special  Risks of Emerging and  Developing  Markets.  Securities in emerging and
developing  market  countries may offer  special  investment  opportunities  but
investments in these  countries  present risks not found in more mature markets.
Securities may be more difficult to sell at an acceptable price and their prices
may be more volatile than  securities  of companies in more  developed  markets.
Settlements  of trades may be subject to greater delays so that the Fund may not
receive the proceeds of a sale of a security on a timely basis.

Emerging markets may have less developed trading markets and exchanges. Emerging
countries may have less developed  legal and accounting  systems and investments
may be subject to greater risks of government  restrictions  on withdrawing  the
sales proceeds of securities from the country. Economies of developing countries
may be more dependent on relatively few industries that may be highly vulnerable
to local and  global  changes.  Governments  may be more  unstable  and  present
greater risks of  nationalization or restrictions on foreign ownership of stocks
of local companies.  These  investments may be substantially  more volatile than
stocks of  issuers in the U.S.  and other  developed  countries  and may be very
speculative.

HOW RISKY IS THE FUND OVERALL?  The risks described above  collectively form the
overall  risk  profile  of the  Fund and can  affect  the  value  of the  Fund's
investments,  its  investment  performance  and its price per share.  Particular
investments and investment strategies also have risks. These risks mean that you
can lose money by investing in the Fund.  When you redeem your shares,  they may
be worth more or less than what you paid for them.  There is no  assurance  that
the Fund will achieve its investment objective.

     The Fund is an aggressive  investment  vehicle,  and in the short term, its
share prices can be expected to be  volatile.  The Fund  generally  does not use
income-oriented investments to help cushion the Fund's total return from changes
in stock prices.  The Fund is designed for investors  willing to assume  greater
risks in the hope of achieving long-term capital  appreciation.  It is likely to
be subject to greater fluctuations in its share prices than funds that emphasize
large  capitalization  domestic  stocks,  or funds that do not invest in foreign
securities or emerging market securities, or funds that focus on both stocks and
bonds.

An  investment  in the Fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


The Fund's Past Performance

The bar chart and table below show one measure of the risks of  investing in the
Fund, by showing changes in the Fund's performance (for its Class A shares) from
year to year for the full  calendar  years  since the  Fund's  inception  and by
showing how the average annual total returns of the Fund's  shares,  both before
and after taxes,  compare to those of a broad-based  market index. The after-tax
returns for the other classes of shares will vary.

     The after-tax  returns are shown for Class A shares only and are calculated
using the historical  highest  individual  federal  marginal income tax rates in
effect during the periods shown, and do not reflect the impact of state or local
taxes.  In  certain  cases,  the  figure  representing  "Return  After  Taxes on
Distributions  and Sale of Fund  Shares"  may be higher  that the  other  return
figures for the same period.  A higher  after-tax  return results when a capital
loss occurs upon  redemption and  translates  into an assumed tax deduction that
benefits the shareholder.  The after-tax returns are calculated based on certain
assumptions  mandated by regulation and your actual after-tax returns may differ
from those shown,  depending on your  individual  tax  situation.  The after-tax
returns set forth below are not relevant to investors who hold their fund shares
through   tax-deferred   arrangements  such  as  401(k)  plans  or  IRAs  or  to
institutional   investors  not  subject  to  tax.  The  Fund's  past  investment
performance, before and after taxes, is not necessarily an indication of how the
Fund will perform in the future.


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

[See appendix to prospectus for data in bar chart showing annual total returns]


Sales charges and taxes are not included in the  calculations  of return in this
bar chart, and if those charges and taxes were included, the returns may be less
than those shown.  For the period from 1/1/03  through  9/30/03,  the cumulative
return (not annualized)  before taxes for Class A shares was 34.97%.  During the
period shown in the bar chart, the highest return (not annualized)  before taxes
for a calendar  quarter  was 39.24%  (4th Qtr `99) and the  lowest  return  (not
annualized) before taxes for a calendar quarter was -23.18% (3rd Qtr `98).




Average Annual Total Returns    1 Year       5 Years              10 Years
for the periods ending                      (or life of         (or life of
December 31, 2002                           of class if     (or life of class if
                                            less)                   less)


Class A Shares (inception 11/18/96)

Return Before Taxes            -7.26%        4.02%                   5.78%
Return After Taxes
   on Distributions            -7.80%        3.31%                   4.85%
Return After Taxes
   on Distributions
 and Sales of Fund Shares      -4.42%        2.95%                   4.28%



Morgan Stanley Capital Int'l Emerging Mkts.

Free Index (reflects no
deduction for fees,            -7.97%        -6.67%                 -7.67%1
expenses or taxes)




Class B Shares
(inception 11/18/96)          -7.16%         4.14%                     6.02%



Class C Shares
(inception 11/18/96)          -3.28%         4.45%                     5.98%




Class N Shares
(inception 3/1/01)            -2.67%        -7.56%                     N/A


1.       From 11/30/96.

The Fund's average annual total returns include the applicable sales charge: for
Class A, the current  maximum  initial  sales charge of 5.75%;  for Class B, the
contingent  deferred sales charges of 5% (1-year),  2% (5-years) and 1% (life of
class); and for Class C and Class N, the 1% contingent deferred sales charge for
the 1-year  period.  Because Class B shares  convert to Class A shares 72 months
after  purchase,  Class B "life  of  class"  performance  does not  include  any
contingent  deferred sales charge and uses Class A performance  for period after
conversion.  The returns measure the  performance of a hypothetical  account and
assume that all dividends and capital gains  distributions  have been reinvested
in additional  shares.  The performance of the Fund's Class A shares is compared
to the Morgan Stanley  Capital  International  Emerging  Markets Free Index,  an
unmanaged index of equity  securities of issuers in 25 developing  markets.  The
index  performance  includes   reinvestment  of  income  but  does  not  reflect
transaction  costs,  fees,  expenses or taxes. The Fund's  investments vary from
those in the index.


Fees and Expenses of the Fund


The following  tables are provided to help you  understand the fees and expenses
you may pay if you buy and hold  shares of the Fund.  The Fund pays a variety of
expenses directly for management of its assets, administration,  distribution of
its shares and other  services.  Those expenses are  subtracted  from the Fund's
assets to  calculate  the Fund's net asset  values per share.  All  shareholders
therefore  pay  those  expenses  indirectly.  Shareholders  pay  other  expenses
directly,  such as sales  charges.  The  numbers  below are based on the  Fund's
expenses during its fiscal year ended August 31, 2003.


Shareholder Fees (charges paid directly from your investment):


                                                Class A           Class B            Class C           Class N
                                                  Shares            Shares            Shares             Shares
-------------------------------------------- ----------------- ----------------- ------------------ -----------------
-------------------------------------------- ----------------- ----------------- ------------------ -----------------

Maximum Sales Charge (Load) on purchases

(as % of offering price)                          5.75%              None              None               None
-------------------------------------------- ----------------- ----------------- ------------------ -----------------
-------------------------------------------- ----------------- ----------------- ------------------ -----------------

Maximum Deferred Sales Charge (Load) (as %
of the lower of the original offering             None1              5%2                1%3               1%4
price or redemption proceeds)

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

Redemption Fee (as a Percentage of total          2.00%             2.00%              2.00%             2.00%
redemption Proceeds)5

-------------------------------------------- ----------------- -----------------
------------------  -----------------  1. A contingent deferred sales charge may
apply to  redemptions of investments of $1 million or more ($500,000 for certain
retirement  plan  accounts)  of  Class A  shares.  See "How to Buy  Shares"  for
details.

2. Applies to redemptions in 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.


4.  Applies to shares  redeemed  within 18 months of a  retirement  plan's first
purchase of Class N shares.

5. The  redemption  fee applies to the proceeds of Fund shares that are redeemed
(either by selling or

exchanging another Oppenheimer fund) within 30 days of their purchase.  See "How
to Sell Shares" for more information on when the redemption fee will apply.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

--------------------------------------------- ----------------- ----------------- ----------------- -----------------
                                                  Class A           Class B           Class C        Class N Shares
                                                   Shares            Shares            Shares
--------------------------------------------- ----------------- ----------------- ----------------- -----------------
--------------------------------------------- ----------------- ----------------- ----------------- -----------------

Management Fees                                    0.97%             0.97%             0.97%             0.97%

--------------------------------------------- ----------------- ----------------- ----------------- -----------------
--------------------------------------------- ----------------- ----------------- ----------------- -----------------
Distribution and/or Service (12b-1) Fees           0.24%             1.00%             1.00%             0.50%
--------------------------------------------- ----------------- ----------------- ----------------- -----------------
--------------------------------------------- ----------------- ----------------- ----------------- -----------------

Other Expenses                                     0.60%             0.70%             0.60%             0.61%

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

Total Annual Operating Expenses                    1.81%             2.67%             2.57%             2.08%

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

Expenses may vary in future years. "Other expenses" include transfer agent fees,
custodial expenses,  and accounting and legal expenses the Fund pays. The "Other
Expenses" in the table are based on, among other things, the fees the Fund would
have  paid if the  transfer  agent had not  waived a portion  of its fee under a
voluntary  undertaking to the Fund to limit these fees to 0.35% of average daily
net assets per fiscal year for all classes.  That  undertaking may be amended or
withdrawn at any time. After the waiver,  the actual "Other Expenses" and "Total
Annual Operating Expenses" as percentages of average daily net assets were 0.55%
and  1.76% for  Class A  shares,  0.55% and 2.52% for Class B shares,  0.55% and
2.52% for Class C shares and 0.52% and 1.99% for Class N shares.


EXAMPLES.  The  following  examples are intended to help you compare the cost of
investing  in the Fund with the cost of investing  in other  mutual  funds.  The
examples assume that you invest $10,000 in a class of shares of the Fund for the
time periods indicated and reinvest your dividends and distributions.

     The first example  assumes that you redeem all of your shares at the end of
those  periods.  The second  example  assumes  that you keep your  shares.  Both
examples also assume that your investment has a 5% return each year and that the
class's  operating  expenses remain the same. Your actual costs may be higher or
lower because  expenses  will vary over time.  Based on these  assumptions  your
expenses would be as follows:

---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are redeemed:                   1 Year               3 Years             5 Years             10 Years
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class A Shares                             $748                $1,112               $1,499              $2,579
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class B Shares                             $770                $1,129               $1,615             $2,6041

---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                             $360                 $799                $1,365              $2,905
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class N Shares                             $311                 $652                $1,119              $2,410

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


---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are not redeemed:               1 Year               3 Years             5 Years             10 Years
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class A Shares                             $748                $1,112               $1,499              $2,579
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class B Shares                             $270                 $829                $1,415             $2,6041

---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                             $260                 $799                $1,365              $2,905
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class N Shares                             $211                 $652                $1,119              $2,410

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

In the first example,  expenses include the initial sales charge for Class A and
the applicable Class B, Class C or Class N contingent deferred sales charges. In
the second example,  the Class A expenses include the sales charge, but Class B,
Class C and Class N  expenses  do not  include  the  contingent  deferred  sales
charges.

1. Class B expenses for years 7 through 10 are based on Class A expenses because
Class B shares automatically convert to Class A shares 72 months after purchase.


About the Fund's Investments


THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The allocation of the Fund's
portfolio  among  different  investments  will  vary over  time  based  upon the
Manager's  evaluation of economic and market trends.  The Fund's portfolio might
not always include all of the different  types of investments  described in this
Prospectus.  The  Statement of  Additional  Information  contains  more detailed
information about the Fund's investment policies and risks.


     The  Manager  tries to reduce  risks by  carefully  researching  securities
before they are  purchased.  The Fund  attempts to reduce its exposure to market
risks by  diversifying  its  investments,  that is, by not holding a substantial
amount of stock of any one company and by not  investing  too great a percentage
of the Fund's assets in any one company. Also, the Fund does not concentrate 25%
or more of its assets in  investments in any one industry.  However,  changes in
the overall  market prices of securities  can occur at any time. The share price
of the Fund will change  daily based on changes in market  prices of  securities
and market conditions, and in response to other economic events.

     To  determine  if an  issuer's  principal  activities  are in a  developing
market,  the Manager considers a number of factors,  such as where the issuer is
organized,  the principal trading market for its securities,  the sources of its
revenues  and the  location  of its  assets.  Investments  in  Stocks  of Growth
Companies. The Manager looks for stocks of companies that have growth potential.
Growth  companies may be companies that are developing new products or services,
that have  relatively  favorable  prospects,  or that are expanding into new and
growing  markets.  Growth  companies  include  established  companies  that  are
entering a growth cycle, they can also include newer companies, whose securities
pose greater  risks of loss and can result in greater  volatility  in the Fund's
share prices.

Growth  companies may be providing new products or services that can enable them
to capture a dominant or important market position. They may have a special area
of  expertise or the  capability  to take  advantage  of changes in  demographic
factors in a more profitable way than larger, more established companies.

Newer  growth  companies  tend to  retain  a large  part of their  earnings  for
research,  development or investment in capital assets.  Therefore,  they do not
tend to emphasize paying dividends, and may not pay any dividends for some time.
They are  selected  for the Fund's  portfolio  because the Manager  believes the
price of the stock will increase over the long term.

o Cyclical Opportunities.  The Fund may seek to take advantage of changes in the
business  cycle by investing in companies that are sensitive to those changes if
the Manager believes they have growth potential.  For example,  when the economy
is expanding,  companies in the consumer  durables and technology  sectors might
benefit and present  long-term  growth  opportunities.  The Fund may try to take
tactical advantage of short-term market movements or events affecting particular
issuers or  industries.  If those  events do not occur,  the value of the Fund's
investment could decline.

o Industry and Regional  Focus.  At times,  the Fund might increase the relative
emphasis of its  investments in a particular  industry or group of industries or
in a particular region of the world.  Stocks of issuers in a particular industry
or region might be affected by changes in economic  conditions  or by changes in
government  regulations,  availability of basic resources or supplies,  or other
events that affect that  industry or region more than others.  If the Fund has a
greater emphasis on investments in a particular  industry or group of industries
or region,  its share values may fluctuate in response to events affecting those
industries or that region.

CAN THE FUND'S  INVESTMENT  OBJECTIVE AND POLICIES  CHANGE?  The Fund's Board of
Trustees can change  non-fundamental  investment  policies  without  shareholder
approval,  although  significant changes will be described in amendments to this
Prospectus.  Shareholders  will receive 60 days advance  notice of any change in
the 80% investment  requirement described under What Does The Fund Mainly Invest
In? Fundamental policies cannot be changed without the approval of a majority of
the Fund's  outstanding  voting  shares.  The Fund's  investment  objective is a
fundamental policy. Other investment  restrictions that are fundamental policies
are listed in the Statement of Additional  Information.  An investment policy is
not   fundamental   unless  this  Prospectus  or  the  Statement  of  Additional
Information says that it is.

OTHER INVESTMENT  STRATEGIES.  To seek its objective,  the Fund can also use the
investment  techniques and strategies described below. The Fund might not always
use all of them. These techniques have risks, although some are designed to help
reduce overall investment or market risks.

Other Equity  Securities.  While the Fund mainly buys common stocks, it can also
buy preferred  stocks and securities  convertible into common stock and can hold
rights and warrants.  The Manager  considers some  convertible  securities to be
"equity  equivalents"  because of the conversion  feature and in that case their
credit  rating has less impact on the  investment  decision  than in the case of
other debt securities.

Investing in Special Situations. At times the Fund can use aggressive investment
techniques,  seeking to benefit from what the portfolio  manager perceives to be
special  situations.  These include  mergers,  reorganizations  or other unusual
events expected to affect a particular issuer. However, there is a risk that the
expected  change or event  might not occur,  which  could cause the price of the
security to fall.

Investing  in  Small,  Unseasoned  Companies.  The Fund  can  invest  in  small,
unseasoned companies.  These are companies that have been in operation less than
three years,  including the  operations of any  predecessors.  These  securities
might have limited liquidity and their prices can be very volatile.

Domestic  Securities.  The Fund does not expect to hold  significant  amounts of
investments in U.S. issuers. However, it can hold common and preferred stocks of
U.S. companies as well as their debt securities.

Debt Securities. The Fund can invest up to 35% of its assets in debt securities.
This can include debt securities of foreign companies and governments, including
those in developing countries.  However, the Fund does not invest for income and
does not expect to invest  significant  amounts in debt securities,  unless they
are  convertible  securities  considered  to be  "equity  equivalents,"  or debt
securities purchased for temporary defensive or liquidity purposes.

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.  Restricted  securities may have terms
that limit their  resale to other  investors or may require  registration  under
applicable  securities laws before they may be sold publicly.  The Fund will not
invest  more than 15% of its net assets in illiquid  or  restricted  securities.
Certain  restricted  securities  that  are  eligible  for  resale  to  qualified
institutional  purchasers  are not subject to that limit.  The Manager  monitors
holdings of illiquid securities on an ongoing basis to determine whether to sell
any holdings to maintain adequate liquidity.

Derivative  Investments.  The Fund can invest in a number of different  kinds of
"derivative"  investments.  In general  terms,  a  derivative  investment  is an
investment  contract  whose value  depends on or is derived from the value of an
underlying  asset,  interest  rate or index.  In the  broadest  sense,  options,
futures  contracts,  and other  hedging  instruments  the Fund  might use may be
considered  "derivative"  investments.  The  Fund can use  derivatives  to hedge
investment risks or to seek increased  returns.  The Fund currently does not use
derivatives  to a significant  degree and is not required to use them in seeking
its objective.

Derivatives have risks. If the issuer of the derivative  investment does not pay
the  amount  due,  the Fund can lose  money on the  investment.  The  underlying
security  or  investment  on which a  derivative  is based,  and the  derivative
itself,  might not perform  the way the  Manager  expected it to. As a result of
these risks,  the Fund could lose money on its  investment or its hedge might be
unsuccessful.  As  a  result,  the  Fund's  share  prices  could  fall.  Certain
derivative investments held by the Fund may be illiquid.

Hedging.  The Fund can buy and sell future contracts,  put and call options, and
forward contracts.  These are all referred to as "hedging instruments." The Fund
does not currently use hedging extensively nor for speculative  purposes. It has
limits  on  its  use  of  hedging.  The  Fund  is not  required  to use  hedging
instruments in seeking its objective.  Some hedging  strategies  could hedge the
Fund's portfolio against price fluctuations. Other hedging strategies would tend
to increase the Fund's  exposure to the  securities  market.  Forward  contracts
could be used to try to manage  foreign  currency  risks on the  Fund's  foreign
investments.

There are also special risks in particular hedging  strategies.  Options trading
involves the payment of premiums and has special tax effects on the Fund. If the
Manager used a hedging  instrument at the wrong time or judged market conditions
incorrectly,  the strategy could reduce the Fund's  return.  The Fund could also
experience  losses if prices  of its  futures  and  options  positions  were not
correlated  with its other  investments  or if it could not close out a position
because of an illiquid market.

Portfolio  Turnover.  The Fund's investment process may cause the Fund to engage
in active and frequent  trading.  Therefore,  the Fund may engage in  short-term
trading  while trying to achieve its  objective.  Portfolio  turnover  increases
brokerage  costs the Fund pays (and reduces  performance).  If the Fund realizes
capital gains when it sells its  portfolio  investments,  it must  generally pay
those gains out to  shareholders,  increasing their taxable  distributions.  The
Financial  Highlights  table  at the end of this  Prospectus  shows  the  Fund's
portfolio turnover rates during prior fiscal years.

Temporary  Defensive  and Interim  Investments.  In times of adverse or unstable
market, economic or political conditions,  the Fund can invest up to 100% of its
assets in temporary  investments that are inconsistent with the Fund's principal
investment strategies. Generally they would be cash or cash equivalents, such as
U.S.  Treasury  Bills  and  other  short-term  U.S.  government  obligations  or
high-grade  commercial paper. The Fund could also hold these types of securities
pending the  investment  of proceeds  from the sale of fund shares or  portfolio
securities or to meet anticipated  redemptions of Fund shares. To the extent the
Fund  invests  defensively  in  these  securities,  it  might  not  achieve  its
investment objective.


How the Fund Is Managed

THE  MANAGER.  The  Manager  chooses  the Fund's  investments  and  handles  its
day-to-day business. The Manager carries out its duties, subject to the policies
established  by the  Fund's  Board of  Trustees,  under an  investment  advisory
agreement  that states the Manager's  responsibilities.  The agreement  sets the
fees the Fund pays to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.


     The Manager has operated as an investment  advisor since January 1960.  The
Manager and its  subsidiaries and controlled  affiliates  managed more than $135
billion in assets as of September 30, 2003,  including other Oppenheimer  funds,
with more than 7 million  shareholder  accounts.  The  Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10080.

Portfolio  Manager.  The  portfolio  manager of the Fund is Rajeev  Bhaman.  Mr.
Bhaman has been  principally  responsible  for the day-to-day  management of the
Fund's portfolio since its inception in 1996. He is a Vice President of the Fund
and of the Manager.

Advisory  Fees.  Under  the  investment  advisory  agreement,  the Fund pays the
Manager an advisory fee at an annual rate that declines on additional  assets as
the Fund grows:  1.00% of the first $250 million of average annual net assets of
the Fund,  0.95% of the next $250  million,  0.90% of the next $500  million and
0.85% of average  annual net assets over $1 billion.  The Fund's  management fee
for its last fiscal year ended  August 31, 2003 was 0.97% of average  annual net
assets for each class of shares.

ABOUT YOUR ACCOUNT


How to Buy Shares

You can buy shares  several ways, as described  below.  The Fund's  Distributor,
OppenheimerFunds  Distributor,  Inc.,  may  appoint  servicing  agents to accept
purchase (and redemption) orders. The Distributor,  in its sole discretion,  may
reject any purchase  order for the Fund's  shares.  Buying  Shares  Through Your
Dealer. You can buy shares through any dealer,  broker or financial  institution
that has a sales  agreement  with the  Distributor.  Your dealer will place your
order with the Distributor on your behalf.

Buying Shares Through the Distributor.  Complete an OppenheimerFunds New Account
Application and return it with a check payable to "OppenheimerFunds Distributor,
Inc." Mail it to P.O.  Box 5270,  Denver,  Colorado  80217.  If you don't list a
dealer on the application,  the Distributor will act as your agent in buying the
shares.  However, we recommend that you discuss your investment with a financial
advisor before you make a purchase to be sure that the Fund is  appropriate  for
you.

o Paying by Federal Funds Wire.  Shares purchased through the Distributor may be
paid for by Federal Funds wire. The minimum investment is $2,500. Before sending
a wire, call the  Distributor's  Wire Department at 1.800.225.5677 to notify the
Distributor of the wire and to receive further instructions.

o Buying Shares Through OppenheimerFunds  AccountLink. With AccountLink, you pay
for shares by electronic  funds  transfers  from your bank  account.  Shares are
purchased for your account by a transfer of money from your bank account through
the Automated  Clearing House (ACH) system.  You can provide those  instructions
automatically,  under an Asset Builder Plan,  described  below,  or by telephone
instructions  using  OppenheimerFunds  PhoneLink,  also described below.  Please
refer to "AccountLink," below for more details.

o Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund
automatically  each  month  from  your  account  at a bank  or  other  financial
institution  under an Asset  Builder Plan with  AccountLink.  Details are in the
Asset Builder Application and the Statement of Additional Information.


WHAT IS THE MINIMUM  AMOUNT YOU MUST  INVEST?  In most  cases,  you can buy Fund
shares  with  a  minimum  initial  investment  of  $1,000  and  make  additional
investments  at any time  with as  little as $50.  There  are  reduced  minimums
available under the following special investment plans:

If you  establish  one of the  many  types  of  retirement  plan  accounts  that
OppenheimerFunds  offers,  more fully  described  below under "Special  Investor
Services," you can start your account with as little as $500.

o By using an Asset Builder Plan or Automatic  Exchange Plan (details are in the
Statement of Additional Information), or government allotment plan, you can make
subsequent  investments  (after  making the initial  investment  of $500) for as
little as $50.  For any type of  account  established  under one of these  plans
prior to November 1, 2002, the minimum additional investment will remain $25.

o The minimum  investment  requirement  does not apply to reinvesting  dividends
from  the  Fund or  other  Oppenheimer  funds  (a list  of them  appears  in the
Statement  of  Additional  Information,  or you can ask your  dealer or call the
Transfer Agent), or reinvesting  distributions  from unit investment trusts that
have made arrangements with the Distributor.


AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is
the net asset value per share plus any initial  sales charge that  applies.  The
offering price that applies to a purchase order is based on the next calculation
of the net asset value per share that is made after the Distributor receives the
purchase order at its offices in Colorado,  or after any agent  appointed by the
Distributor receives the order.

Net Asset Value. The Fund calculates the net asset value of each class of shares
as of the close of The New York Stock Exchange ("the Exchange"), on each day the
Exchange  is open for  trading  (referred  to in this  Prospectus  as a "regular
business day"). The Exchange normally closes at 4:00 P.M., Eastern time, but may
close  earlier on some days.  All  references  to time in this  Prospectus  mean
"Eastern time".


The net asset value per share is  determined by dividing the value of the Fund's
net  assets  attributable  to a class by the number of shares of that class that
are outstanding.  To determine net asset value, the Fund's Board of Trustees has
established  procedures  to value the Fund's  securities,  in general,  based on
market value. The Board has adopted special  procedures for valuing illiquid and
restricted  securities and obligations for which market values cannot be readily
obtained. Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays,  the values of some of the Fund's foreign
investments may change on days when investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by the Fund
is traded,  and before the time the Fund's  securities  are priced  that day, an
event  occurs that the Manager  deems  likely to cause a material  change in the
value of such security, the Fund's Board of Trustees has authorized the Manager,
subject to the Board's  review,  to ascertain a fair value for such security.  A
security's  valuation  may differ  depending on the method used for  determining
value.

The Offering  Price. To receive the offering price for a particular day, in most
cases the  Distributor  or its  designated  agent must receive your order by the
time the  Exchange  closes that day. If your order is received on a day when the
Exchange  is closed or after it has  closed,  the order  will  receive  the next
offering price that is determined after your order is received.

Buying Through a Dealer.  If you buy shares  through a dealer,  your dealer must
receive  the  order  by  the  close  of  the  Exchange  and  transmit  it to the
Distributor so that it is received before the Distributor's close of business on
a regular business day (normally 5:00 P.M.) to receive that day's offering price
unless  your  dealer has made  alternative  arrangements  with the  Distributor.
Otherwise, the order will receive the next offering price that is determined.



WHAT  CLASSES OF SHARES DOES THE FUND  OFFER?  The Fund  offers  investors  four
different  classes  of  shares.   The  different  classes  of  shares  represent
investments in the same portfolio of securities,  but the classes are subject to
different  expenses and will likely have  different  share prices.  When you buy
shares,  be sure to specify  the class of shares.  If you do not choose a class,
your investment will be made in Class A shares.


Class A Shares.  If you buy Class A shares,  you pay an initial sales charge (on
investments up to $1 million for regular  accounts or lesser amounts for certain
retirement  plans).  The amount of that sales charge will vary  depending on the
amount you invest. The sales charge rates are listed in "How Can You Buy Class A
Shares?" below.

Class B Shares.  If you buy Class B shares,  you pay no sales charge at the time
of purchase,  but you will pay an annual  asset-based  sales charge. If you sell
your shares  within 6 years of buying them,  you will  normally pay a contingent
deferred sales charge. That contingent deferred sales charge varies depending on
how long you own your shares,  as described in "How Can You Buy Class B Shares?"
below.

Class C Shares.  If you buy Class C shares,  you pay no sales charge at the time
of purchase,  but you will pay an annual  asset-based  sales charge. If you sell
your shares within 12 months of buying them,  you will normally pay a contingent
deferred sales charge of 1.0%, as described in "How Can You Buy Class C Shares?"
below.

Class N Shares.  If you buy Class N shares  (available only through certain
retirement plans), you pay no sales charge at the time of purchase, but you
will pay an annual asset-based sales charge. If you sell your shares within
18 months of the retirement  plan's first  purchase of Class N shares,  you
may pay a contingent  deferred  sales charge of 1.0%,  as described in "How
Can You Buy Class N Shares?" below.


     WHICH CLASS OF SHARES  SHOULD YOU CHOOSE?  Once you decide that the Fund is
     an appropriate investment for you, the decision as to which class of shares
     is best suited to your needs depends on a number of factors that you should
     discuss with your financial advisor.  Some factors to consider are how much
     you plan to invest and how long you plan to hold your  investment.  If your
     goals and objectives  change over time and you plan to purchase  additional
     shares,  you should re-evaluate those factors to see if you should consider
     another class of shares.  The Fund's  operating costs that apply to a class
     of shares and the effect of the  different  types of sales  charges on your
     investment will vary your investment results over time.

     The  discussion  below  is  not  intended  to  be  investment  advice  or a
recommendation,  because each investor's financial considerations are different.
The discussion below assumes that you will purchase only one class of shares and
not a combination of shares of different classes. Of course,  these examples are
based on  approximations  of the effects of current  sales  charges and expenses
projected over time, and do not detail all of the  considerations in selecting a
class of shares.  You should analyze your options  carefully with your financial
advisor before making that choice.

     How Long Do You  Expect to Hold Your  Investment?  While  future  financial
     needs cannot be predicted  with  certainty,  knowing how long you expect to
     hold your investment will assist you in selecting the appropriate  class of
     shares.  Because of the effect of  class-based  expenses,  your choice will
     also depend on how much you plan to invest. For example,  the reduced sales
     charges  available  for larger  purchases of Class A shares may, over time,
     offset  the effect of paying an initial  sales  charge on your  investment,
     compared to the effect over time of higher  class-based  expenses on shares
     of Class  B,  Class C or Class N. For  retirement  plans  that  qualify  to
     purchase Class N shares, Class N shares will generally be more advantageous
     than Class B and Class C shares.

     o Investing for the Shorter Term. While the Fund is meant to be a long-term
     investment,  if you have a relatively  short-term  investment horizon (that
     is, you plan to hold your shares for not more than six  years),  you should
     most likely invest in Class A or Class C shares rather than Class B shares.
     That is  because  of the effect of the Class B  contingent  deferred  sales
     charge if you redeem within six years, as well as the effect of the Class B
     asset-based  sales  charge on the  investment  return for that class in the
     short-term.  Class C shares might be the appropriate choice (especially for
     investments  of less than  $100,000),  because  there is no  initial  sales
     charge on Class C shares, and the contingent deferred sales charge does not
     apply to amounts you sell after holding them one year.


     However,  if you plan to invest more than  $100,000  for the shorter  term,
     then as your investment  horizon increases toward six years, Class C shares
     might not be as advantageous as Class A shares.  That is because the annual
     asset-based  sales  charge on Class C shares will have a greater  impact on
     your account over the longer term than the reduced  front-end  sales charge
     available for larger purchases of Class A shares.

          And for  non-retirement  plan investors who invest $1 million or more,
          in most cases Class A shares will be the most advantageous  choice, no
          matter how long you intend to hold your shares.  For that reason,  the
          Distributor  normally will not accept  purchase  orders of $500,000 or
          more of Class B shares or $1 million or more of Class C shares  from a
          single investor.

          o  Investing  for the  Longer  Term.  If you are  investing  less than
          $100,000 for the longer-term,  for example for retirement,  and do not
          expect to need access to your money for seven  years or more,  Class B
          shares may be appropriate.

          Are There  Differences  in Account  Features  That Matter to You? Some
          account  features may not be available to Class B, Class C and Class N
          shareholders.  Other  features  may not be  advisable  (because of the
          effect of the  contingent  deferred sales charge) for Class B, Class C
          and Class N shareholders.  Therefore,  you should carefully review how
          you plan to use your investment account before deciding which class of
          shares to buy.

          Additionally,  the  dividends  payable to Class B, Class C and Class N
          shareholders will be reduced by the additional expenses borne by those
          classes  that are not  borne by Class A  shares,  such as the Class B,
          Class C and Class N asset-based  sales charge  described  below and in
          the Statement of Additional  Information.  Share certificates are only
          available for Class A shares. If you are considering using your shares
          as collateral for a loan, that may be a factor to consider.

          How Do Share  Classes  Affect  Payments  to Your  Broker?  A financial
          advisor may receive  different  compensation  for selling one class of
          shares than for selling  another  class.  It is  important to remember
          that Class B, Class C and Class N contingent  deferred  sales  charges
          and  asset-based  sales charges have the same purpose as the front-end
          sales charge on sales of Class A shares: to compensate the Distributor
          for  concessions  and  expenses  it  pays  to  dealers  and  financial
          institutions  for selling  shares.  The Distributor may pay additional
          compensation from its own resources to securities dealers or financial
          institutions  based  upon the value of shares of the Fund owned by the
          dealer  or  financial  institution  for  its  own  account  or for its
          customers.


          SPECIAL  SALES  CHARGE  ARRANGEMENTS  AND  WAIVERS.  Appendix B to the
          Statement of Additional  Information  details the  conditions  for the
          waiver of sales charges that apply in certain  cases,  and the special
          sales  charge  rates that apply to  purchases of shares of the Fund by
          certain groups, or under specified  retirement plan arrangements or in
          other  special types of  transactions.  To receive a waiver or special
          sales charge rate,  you must advise the  Distributor  when  purchasing
          shares or the  Transfer  Agent when  redeeming  shares  that a special
          condition applies.


          HOW CAN YOU BUY  CLASS A  SHARES?  Class A  shares  are  sold at their
          offering  price,  which is  normally  net asset  value plus an initial
          sales charge.  However, in some cases,  described below, purchases are
          not subject to an initial sales charge, and the offering price will be
          the net asset value.  In other  cases,  reduced  sales  charges may be
          available,  as  described  below  or in the  Statement  of  Additional
          Information.  Out of the amount you invest,  the Fund receives the net
          asset value to invest for your account.

     The sales charge varies depending on the amount of your purchase. A portion
of the sales  charge may be retained by the  Distributor  or  allocated  to your
dealer as a concession. The Distributor reserves the right to reallow the entire
concession to dealers.  The current sales charge rates and  concessions  paid to
dealers and brokers are as follows:

  --------------------------------------------- --------------------- ---------------------- ----------------------
                                                Front-End Sales       Front-End Sales
                                                Charge As a           Charge As a            Concession As a
                                                Percentage of         Percentage of Net      Percentage of
  Amount of Purchase                            Offering Price        Amount Invested        Offering Price
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  Less than $25,000                                    5.75%                  6.10%                  4.75%
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  $25,000 or more but less than $50,000                5.50%                  5.82%                  4.75%
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  $50,000 or more but less than $100,000               4.75%                  4.99%                  4.00%
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  $100,000 or more but less than $250,000              3.75%                  3.90%                  3.00%
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  $250,000 or more but less than $500,000              2.50%                  2.56%                  2.00%
  --------------------------------------------- --------------------- ---------------------- ----------------------
  --------------------------------------------- --------------------- ---------------------- ----------------------
  $500,000 or more but less than $1 million            2.00%                  2.04%                  1.60%
  --------------------------------------------- --------------------- ---------------------- ----------------------

          Can You Reduce Class A Sales Charges? You may be eligible to buy Class
          A shares at reduced  sales  charge  rates  under the Fund's  "Right of
          Accumulation"  or a Letter of Intent,  as described in "Reduced  Sales
          Charges" in the Statement of Additional Information.

          Class A Contingent  Deferred  Sales Charge.  There is no initial sales
          charge  on  purchases  of  Class  A  shares  of any one or more of the
          Oppenheimer  funds  aggregating $1 million or more, or on purchases of
          Class A shares of any one or more of the Oppenheimer  funds by certain
          retirement plans satisfied certain requirements prior to March 1, 2001
          ("grandfathered  retirement  accounts").  Qualified  retirement  plans
          (other than grandfathered  retirement  accounts,  single 401(k) plans,
          SEP IRAs and SIMPLE IRAs) are not permitted to purchase Class A shares
          without an initial  sales  charge but subject to a Class A  contingent
          deferred  sales  charge,  as described  below.  The  Distributor  pays
          dealers of record  concessions in an amount equal to 1.0% of purchases
          of $1 million or more other than by grandfathered retirement accounts.
          For grandfathered  retirement accounts, the concession is 0.75% of the
          first $2.5 million of  purchases  plus 0.25% of purchases in excess of
          $2.5  million.  In either  case,  the  concession  will not be paid on
          purchases of shares by exchange or that were  previously  subject to a
          front-end sales charge and dealer concession.


          If you redeem any of those shares within an 18-month  "holding period"
          measured from the beginning of the calendar month of their purchase, a
          contingent  deferred  sales  charge  (called  the "Class A  contingent
          deferred sales charge") may be deducted from the redemption  proceeds.
          That sales charge will be equal to 1.0% of the lesser of:

          o the aggregate net asset value of the redeemed  shares at the time of
          redemption (excluding shares purchased by reinvestment of dividends or
          capital gain distributions) or

          o the original net asset value of the redeemed shares.

          The Class A  contingent  deferred  sales  charge  will not  exceed the
          aggregate  amount  of the  concessions  the  Distributor  paid to your
          dealer on all purchases of Class A shares of all Oppenheimer funds you
          made  that  were  subject  to the Class A  contingent  deferred  sales
          charge.

          Purchases  by Certain  Retirement  Plans.  There is no  initial  sales
          charge on purchases  of Class A shares of any one or more  Oppenheimer
          funds by retirement plans that have $10 million or more in plan assets
          and that have entered into a special  agreement  with the  Distributor
          and by retirement plans which are part of a retirement plan product or
          platform offered by certain banks, broker-dealers, financial advisors,
          insurance companies or recordkeepers which have entered into a special
          agreement with the Distributor. The Distributor currently pays dealers
          of  record  concessions  in an amount  equal to 0.25% of the  purchase
          price  of  Class A  shares  by  those  retirement  plans  from its own
          resources  at the time of  sale,  subject  to  certain  exceptions  as
          described in the  Statement  of  Additional  Information.  There is no
          contingent deferred sales charge upon the redemption of such shares.

          HOW CAN YOU BUY CLASS B SHARES?  Class B shares  are sold at net asset
          value per share without an initial sales charge.  However,  if Class B
          shares  are  redeemed  within  six  years  from the  beginning  of the
          calendar month of their purchase,  a contingent  deferred sales charge
          will be deducted from the redemption proceeds.  The Class B contingent
          deferred  sales charge is paid to compensate the  Distributor  for its
          expenses  of  providing  distribution-related  services to the Fund in
          connection with the sale of Class B shares.

     The amount of the  contingent  deferred  sales  charge  will  depend on the
number  of years  since you  invested  and the  dollar  amount  being  redeemed,
according to the following  schedule for the Class B contingent  deferred  sales
charge holding period:

                                            Contingent Deferred Sales Charge on
Years Since Beginning of Month in Which     Redemptions in That Year
  Purchase Order was Accepted               (As % of Amount Subject to Charge)

  0 - 1                                                     5.0%

  1 - 2                                                     4.0%

  2 - 3                                                     3.0%

  3 - 4                                                     3.0%

  4 - 5                                                     2.0%

  5 - 6                                                     1.0%


  More than 6                                               None



          In  the  table,  a  "year"  is a  12-month  period.  In  applying  the
          contingent deferred sales charge, all purchases are considered to have
          been made on the first regular  business day of the month in which the
          purchase was made.

          Automatic  Conversion of Class B Shares.  Class B shares automatically
          convert  to Class A shares 72 months  after you  purchase  them.  This
          conversion  feature  relieves Class B shareholders  of the asset-based
          sales  charge  that  applies  to  Class B  shares  under  the  Class B
          Distribution  and Service Plan,  described  below.  The  conversion is
          based on the relative net asset value of the two classes, and no sales
          load or other charge is imposed. When any Class B shares that you hold
          convert,  any other Class B shares that were  acquired by  reinvesting
          dividends and  distributions on the converted shares will also convert
          to Class A shares.  For further  information on the conversion feature
          and its tax implications, see "Class B Conversion" in the Statement of
          Additional Information.

          HOW CAN YOU BUY CLASS C SHARES?  Class C shares  are sold at net asset
          value per share without an initial sales charge.  However,  if Class C
          shares  are  redeemed  within a holding  period of 12 months  from the
          beginning  of the  calendar  month of  their  purchase,  a  contingent
          deferred  sales  charge of 1.0% will be deducted  from the  redemption
          proceeds.  The Class C  contingent  deferred  sales  charge is paid to
          compensate   the   Distributor   for   its   expenses   of   providing
          distribution-related  services to the Fund in connection with the sale
          of Class C shares.

          HOW CAN YOU BUY CLASS N SHARES? Class N shares are offered for sale to
          retirement  plans  (including  IRAs and 403(b)  plans)  that  purchase
          $500,000 or more of Class N shares of one or more Oppenheimer funds or
          to group retirement plans (which do not include IRAs and 403(b) plans)
          that  have  assets  of  $500,000  or  more  or  100 or  more  eligible
          participants. See "Availability of Class N shares" in the Statement of
          Additional  Information for other  circumstances  where Class N shares
          are available for purchase.


     Class N shares are sold at net asset value without an initial sales charge.
A contingent  deferred  sales charge of 1.0% will be imposed upon the redemption
of Class N shares, if:

          o The group  retirement  plan is  terminated  or Class N shares of all
          Oppenheimer funds are terminated as an

          investment  option of the plan and Class N shares are redeemed  within
          18 months  after the plan's  first  purchase  of Class N shares of any
          Oppenheimer fund, or

          o With respect to an IRA or 403(b)  plan,  Class N shares are redeemed
          within 18 months of the plan's first purchase of Class N shares of any
          Oppenheimer fund.


     Retirement  plans  that offer  Class N shares  may  impose  charges on plan
participant  accounts.  The  procedures  for  buying,  selling,  exchanging  and
transferring  the  Fund's  other  classes of shares  (other  than the time those
orders must be received by the  Distributor  or Transfer  Agent in Colorado) and
the special account features  applicable to purchasers of those other classes of
shares  described  elsewhere in this  Prospectus  do not apply to Class N shares
offered  through a group  retirement  plan.  Instructions  for buying,  selling,
exchanging or  transferring  Class N shares offered  through a group  retirement
plan must be submitted by the plan, not by plan  participants  for whose benefit
the shares are held.


DISTRIBUTION AND SERVICE (12b-1) PLANS.

          Service  Plan for Class A Shares.  The Fund has adopted a Service Plan
          for Class A shares. It reimburses the Distributor for a portion of its
          costs  incurred  for services  provided to accounts  that hold Class A
          shares.  Reimbursement  is made  quarterly  at an annual rate of up to
          0.25% of the average  annual net assets of Class A shares of the Fund.
          The  Distributor  currently  uses  all of those  fees to pay  dealers,
          brokers,   banks  and  other  financial   institutions  quarterly  for
          providing  personal  service  and  maintenance  of  accounts  of their
          customers  that hold  Class A shares.  With  respect to Class A shares
          subject to a Class A contingent  deferred  sales  charge  purchased by
          grandfathered  retirement  accounts,  the  Distributor  pays the 0.25%
          service  fee to dealers in advance for the first year after the shares
          are sold by the  dealer.  The  Distributor  retains  the first  year's
          service  fee paid by the  Fund.  After  the  shares  have been held by
          grandfathered retirement accounts for a year, the Distributor pays the
          service fee to dealers on a quarterly basis.

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

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


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

          The  Distributor  currently  pays a sales  concession  of 3.75% of the
          purchase  price of Class B shares to dealers from its own resources at
          the time of sale.  Including the advance of the service fee, the total
          amount  paid by the  Distributor  to the dealer at the time of sale of
          Class  B  shares  is  therefore  4.00%  of  the  purchase  price.  The
          Distributor normally retains the Class B asset-based sales charge. See
          the Statement of Additional Information for exceptions.

          The  Distributor  currently  pays a sales  concession  of 0.75% of the
          purchase  price of Class C shares to dealers from its own resources at
          the time of sale.  Including the advance of the service fee, the total
          amount  paid by the  Distributor  to the dealer at the time of sale of
          Class  C  shares  is  therefore  1.0%  of  the  purchase  price.   The
          Distributor pays the asset-based sales charge as an ongoing concession
          to the dealer on Class C shares that have been  outstanding for a year
          or more. The Distributor normally retains the asset-based sales charge
          on Class C shares  during the first year after the purchase of Class C
          shares. See the Statement of Additional Information for exceptions.

          The  Distributor  currently  pays a sales  concession  of 0.75% of the
          purchase  price of Class N shares to dealers from its own resources at
          the time of sale.  Including the advance of the service fee, the total
          amount  paid by the  Distributor  to the dealer at the time of sale of
          Class  N  shares  is  therefore  1.0%  of  the  purchase  price.   The
          Distributor  normally retains the asset-based  sales charge on Class N
          shares. See the Statement of Additional Information for exceptions.

          Under certain  circumstances,  the Distributor will pay the full Class
          B, Class C or Class N asset-based  sales charge and service fee to the
          dealer  beginning  in the first year after  purchase of such shares in
          lieu of paying the dealer the sales  concession and the advance of the
          first year's service fee at the time of purchase.


Special Investor Services

          ACCOUNTLINK.  You can use our  AccountLink  feature  to link your Fund
          account with an account at a U.S. bank or other financial institution.
          It must be an Automated Clearing House (ACH) member.  AccountLink lets
          you:

          o  transmit  funds  electronically  to  purchase  shares by  telephone
          (through a service  representative  or by PhoneLink) or  automatically
          under Asset Builder Plans, or

          o have  the  Transfer  Agent  send  redemption  proceeds  or  transmit
          dividends and distributions directly to your bank account. Please call
          the Transfer Agent for more information.

     You may  purchase  shares by  telephone  only after your  account  has been
established.  To purchase  shares in amounts up to $250,000  through a telephone
representative,  call the Distributor at  1.800.225.5677.  The purchase  payment
will be debited from your bank account.

     AccountLink  privileges  should be  requested on your  Application  or your
dealer's settlement  instructions if you buy your shares through a dealer. After
your account is established,  you can request AccountLink  privileges by sending
signature-guaranteed  instructions  and  proper  documentation  to the  Transfer
Agent.  AccountLink  privileges  will  apply to each  shareholder  listed in the
registration on your account as well as to your dealer  representative of record
unless and until the Transfer Agent receives written instructions terminating or
changing those privileges. After you establish AccountLink for your account, any
change  of  bank  account  information  must  be  made  by  signature-guaranteed
instructions  to the  Transfer  Agent  signed  by all  shareholders  who own the
account.

          PHONELINK.  PhoneLink  is  the  OppenheimerFunds  automated  telephone
          system  that  enables  shareholders  to  perform a number  of  account
          transactions  automatically using a touch-tone phone. PhoneLink may be
          used on already-established  Fund accounts after you obtain a Personal
          Identification   Number  (PIN),  by  calling  the  PhoneLink   number,
          1.800.225.5677.  Purchasing Shares. You may purchase shares in amounts
          up to  $100,000  by phone,  by calling  1.800.225.5677.  You must have
          established  AccountLink privileges to link your bank account with the
          Fund  to  pay  for  these  purchases.   Exchanging  Shares.  With  the
          OppenheimerFunds Exchange Privilege, described below, you can exchange
          shares  automatically  by phone  from your  Fund  account  to  another
          OppenheimerFunds  account you have already  established by calling the
          special  PhoneLink  number.  Selling Shares.  You can redeem shares by
          telephone  automatically  by calling the PhoneLink number and the Fund
          will send the  proceeds  directly to your  AccountLink  bank  account.
          Please refer to "How to Sell Shares," below for details.

          CAN YOU SUBMIT TRANSACTION  REQUESTS BY FAX? You may send requests for
          certain  types of account  transactions  to the Transfer  Agent by fax
          (telecopier).  Please call  1.800.225.5677 for information about which
          transactions may be handled this way.  Transaction  requests submitted
          by fax are subject to the same rules and  restrictions  as written and
          telephone requests described in this Prospectus.


          OPPENHEIMERFUNDS  INTERNET WEBSITE.  You can obtain  information about
          the Fund,  as well as your account  balance,  on the  OppenheimerFunds
          Internet   website,   at    www.oppenheimerfunds.com.    Additionally,
          shareholders  listed in the  account  registration  (and the dealer of
          record) may perform  certain  account  transactions  through a special
          section of that website.  To perform  account  transactions  or obtain
          account  information  online,  you must first  obtain a user I.D.  and
          password on that website.  If you do not want to have Internet account
          transaction  capability  for your  account,  please call the  Transfer
          Agent at 1.800.225.5677.  At times, the website may be inaccessible or
          its transaction features may be unavailable.


          AUTOMATIC  WITHDRAWAL AND EXCHANGE  PLANS.  The Fund has several plans
          that  enable you to sell  shares  automatically  or  exchange  them to
          another  OppenheimerFunds  account on a regular basis. Please call the
          Transfer Agent or consult the Statement of Additional  Information for
          details.

          REINVESTMENT  PRIVILEGE.  If you redeem some or all of your Class A or
          Class B shares of the Fund,  you have up to six months to reinvest all
          or part of the  redemption  proceeds  in Class A shares of the Fund or
          other Oppenheimer funds without paying a sales charge.  This privilege
          applies  only to  Class A  shares  that you  purchased  subject  to an
          initial  sales  charge  and to Class A or Class B shares  on which you
          paid a contingent  deferred sales charge when you redeemed them.  This
          privilege  does not  apply to Class C or Class N  shares.  You must be
          sure to ask the  Distributor  for this  privilege  when you send  your
          payment.

          RETIREMENT  PLANS.  You may buy shares of the Fund for your retirement
          plan account. If you participate in a plan sponsored by your employer,
          the plan  trustee or  administrator  must buy the shares for your plan
          account.  The Distributor also offers a number of different retirement
          plans that  individuals and employers can use:  Individual  Retirement
          Accounts  (IRAs).  These include regular IRAs, Roth IRAs,  SIMPLE IRAs
          and rollover IRAs.  SEP-IRAs.  These are Simplified  Employee  Pension
          Plan IRAs for small  business  owners  or  self-employed  individuals.
          403(b)(7)  Custodial Plans. These are tax-deferred plans for employees
          of eligible tax-exempt organizations,  such as schools,  hospitals and
          charitable  organizations.  401(k) Plans. These are special retirement
          plans for businesses.  Pension and  Profit-Sharing  Plans. These plans
          are designed for businesses and self-employed individuals.

     Please call the Distributor for OppenheimerFunds retirement plan documents,
which include applications and important plan information.

How to Sell Shares

          You  can  sell  (redeem)  some or all of your  shares  on any  regular
          business  day.  Your  shares  will be sold at the next net asset value
          calculated  after your order is received  in proper form (which  means
          that it must  comply  with  the  procedures  described  below)  and is
          accepted by the Transfer Agent.  The Fund lets you sell your shares by
          writing  a letter  or by  telephone.  You can  also  set up  Automatic
          Withdrawal  Plans to redeem  shares on a  regular  basis.  If you have
          questions  about any of these  procedures,  and  especially if you are
          redeeming shares in a special  situation,  such as due to the death of
          the owner or from a retirement plan account,  please call the Transfer
          Agent first, at 1.800.225.5677, for assistance.

     The Fund assesses a 2% fee on the proceeds of Fund shares that are redeemed
(either by selling or exchanging to another  Oppenheimer fund) within 30 days of
their  purchase.  The  redemption  fee is paid to the Fund,  and is  intended to
offset  the  trading  costs,  market  impact  and other  costs  associated  with
short-term money movements in and out of the Fund. The redemption fee is imposed
to the extent that Fund shares  redeemed  exceed Fund shares that have been held
more than 30 days.  For shares of the Fund  acquired  by  exchange,  the holding
period prior to the exchange is not considered in  determining  whether to apply
the redemption fee.

         The redemption fee is not imposed on shares:

          o  held  in  certain  omnibus  accounts,  including  retirement  plans
          qualified  under  Sections  401(a) or 401(k) of the  Internal  Revenue
          Code, Section 403(b)(7) custodial plan accounts, or plans administered
          as college savings  programs under Section 529 of the Internal Revenue
          Code,

          o redeemed under automatic  withdrawal  plans or pursuant to automatic
          re-balancing in OppenheimerFunds Portfolio Builder accounts,

          o redeemed due to death or disability of the shareholder, or

          o redeemed  from  accounts  for which the dealer,  broker or financial
          institution   of  record  has  entered  into  an  agreement  with  the
          Distributor for this purpose.

          Certain Requests Require a Signature Guarantee. To protect you and the
          Fund from fraud, the following  redemption requests must be in writing
          and must include a signature  guarantee  (although  there may be other
          situations that also require a signature guarantee):

          o You wish to redeem more than $100,000 and receive a check

          o The redemption  check is not payable to all  shareholders  listed on
          the account statement

          o The  redemption  check is not sent to the  address of record on your
          account statement

          o Shares are being  transferred  to a Fund  account  with a  different
          owner or name

          o Shares are being  redeemed by someone  (such as an  Executor)  other
          than the owners.

          Where Can You Have Your Signature Guaranteed?  The Transfer Agent will
          accept  a  guarantee  of  your  signature  by a  number  of  financial
          institutions, including:

          o a U.S. bank, trust company, credit union or savings association,

          o a foreign bank that has a U.S. correspondent bank,

          o  a  U.S.  registered  dealer  or  broker  in  securities,  municipal
          securities or government securities, or

          o  a  U.S.  national  securities  exchange,  a  registered  securities
          association  or a clearing  agency.  If you are signing on behalf of a
          corporation, partnership or other business or as a fiduciary, you must
          also include your title in the signature.

          Retirement Plan Accounts.  There are special procedures to sell shares
          in an  OppenheimerFunds  retirement  plan  account.  Call the Transfer
          Agent for a distribution  request form. Special income tax withholding
          requirements  apply to distributions  from retirement  plans. You must
          submit a withholding form with your redemption  request to avoid delay
          in  getting  your money and if you do not want tax  withheld.  If your
          employer holds your retirement plan account for you in the name of the
          plan,  you must ask the plan trustee or  administrator  to request the
          sale of the Fund shares in your plan account.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions that includes:

          o Your name

          o The Fund's name

          o Your Fund account number (from your account statement)

          o The dollar amount or number of shares to be redeemed

          o Any special payment instructions

          o Any share certificates for the shares you are selling

          o The  signatures of all  registered  owners exactly as the account is
          registered, and

          o Any special  documents  requested  by the  Transfer  Agent to assure
          proper authorization of the person asking to sell the shares.

Use the following address
    for requests by mail:                  Send courier or express requests to:
OppenheimerFunds Services                  OppenheimerFunds Services
P.O. Box 5270                              10200 E. Girard Avenue, Building D
Denver, Colorado 80217                     Denver, Colorado 80231


          HOW  DO  YOU  SELL   SHARES  BY   TELEPHONE?   You  and  your   dealer
          representative  of record may also sell your shares by  telephone.  To
          receive  the  redemption  price  calculated  on a  particular  regular
          business day, your call must be received by the Transfer  Agent by the
          close of the Exchange that day,  which is normally 4:00 P.M.,  but may
          be  earlier  on  some  days.  You  may not  redeem  shares  held in an
          OppenheimerFunds-sponsored  qualified retirement plan account or under
          a share certificate by telephone.


          o To redeem shares through a service  representative  or automatically
          on PhoneLink, call 1.800.225.5677

     Whichever  method you use,  you may have a check sent to the address on the
account statement, or, if you have linked your Fund account to your bank account
on AccountLink, you may have the proceeds sent to that bank account.

Are There Limits on Amounts Redeemed by Telephone?

          Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by
          telephone in any  seven-day  period.  The check must be payable to all
          owners of record of the shares and must be sent to the  address on the
          account  statement.  This service is not  available  within 30 days of
          changing the address on an account.

          Telephone Redemptions Through AccountLink.  There are no dollar limits
          on telephone  redemption  proceeds  sent to a bank account  designated
          when you establish AccountLink. Normally the ACH transfer to your bank
          is  initiated on the  business  day after the  redemption.  You do not
          receive  dividends on the  proceeds of the shares you  redeemed  while
          they are waiting to be transferred.

          CAN YOU SELL SHARES  THROUGH YOUR  DEALER?  The  Distributor  has made
          arrangements  to  repurchase  Fund shares from  dealers and brokers on
          behalf of their  customers.  Brokers  or  dealers  may charge for that
          service.  If your shares are held in the name of your dealer, you must
          redeem them through your dealer.

          HOW  CONTINGENT  DEFERRED  SALES CHARGES  AFFECT  REDEMPTIONS.  If you
          purchase  shares  subject  to a Class A,  Class B,  Class C or Class N
          contingent deferred sales charge and redeem any of those shares during
          the applicable  holding period for the class of shares, the contingent
          deferred sales charge will be deducted from the  redemption  proceeds,
          (unless you are  eligible  for a waiver of that sales  charge based on
          the  categories  listed in Appendix B to the  Statement of  Additional
          Information and you advise the Transfer Agent of your  eligibility for
          the waiver when you place your redemption request.)

     A contingent  deferred  sales charge will be based on the lesser of the net
asset value of the redeemed shares at the time of redemption or the original net
asset value. A contingent deferred sales charge is not imposed on:

          o the amount of your account value  represented  by an increase in net
          asset value over the initial purchase price,

          o shares  purchased by the  reinvestment of dividends or capital gains
          distributions, or

          o shares redeemed in the special circumstances described in Appendix B
          to the Statement of Additional Information.

     To  determine  whether a  contingent  deferred  sales  charge  applies to a
redemption, the Fund redeems shares in the following order:

          (1) shares  acquired by  reinvestment  of dividends  and capital gains
          distributions,

          (2) shares held for the holding period that applies to the class, and

          (3) shares held the longest during the holding period.

     Contingent  deferred sales charges are not charged when you exchange shares
of the Fund for shares of other Oppenheimer funds. However, if you exchange them
within the  applicable  contingent  deferred sales charge  holding  period,  the
holding period will carry over to the fund whose shares you acquire.  Similarly,
if you acquire shares of this Fund by exchanging  shares of another  Oppenheimer
fund that are still  subject  to a  contingent  deferred  sales  charge  holding
period, that holding period will carry over to this Fund.

How to Exchange Shares

          Shares of the Fund may be exchanged for shares of certain  Oppenheimer
          funds at net asset  value per share at the time of  exchange,  without
          sales  charge.  Shares of the Fund can be  purchased  by  exchange  of
          shares  of other  Oppenheimer  funds on the same  basis.  To  exchange
          shares, you must meet several conditions:

          o Shares of the fund  selected for exchange must be available for sale
          in your state of residence.

          o The prospectuses of both funds must offer the exchange privilege.

          o You must hold the shares you buy when you establish your account for
          at least seven days before you can exchange them. After the account is
          open seven days, you can exchange shares every regular business day.

          o You must meet the minimum  purchase  requirements for the fund whose
          shares you purchase by exchange.

          o  Before  exchanging  into a fund,  you  must  obtain  and  read  its
          prospectus.

     Shares of a particular  class of the Fund may be exchanged  only for shares
of the same class in the other Oppenheimer funds. For example,  you can exchange
Class A shares of this Fund only for  Class A shares of  another  fund.  In some
cases, sales charges may be imposed on exchange transactions.  For tax purposes,
exchanges  of  shares  involve  a sale of the  shares  of the fund you own and a
purchase of the shares of the other fund,  which may result in a capital gain or
loss.  Please refer to "How to Exchange  Shares" in the  Statement of Additional
Information for more details.

     You can find a list of Oppenheimer funds currently  available for exchanges
in the  Statement of Additional  Information  or obtain one by calling a service
representative at 1.800.225.5677. That list can change from time to time.

          HOW DO YOU SUBMIT  EXCHANGE  REQUESTS?  Exchanges  may be requested in
          writing or by telephone:

          Written Exchange Requests. Submit an OppenheimerFunds Exchange Request
          form,  signed by all owners of the  account.  Send it to the  Transfer
          Agent at the address on the back cover. Exchanges of shares held under
          certificates  cannot be processed  unless the Transfer  Agent receives
          the certificates with the request.

          Telephone Exchange  Requests.  Telephone exchange requests may be made
          either by calling a service representative,  or by using PhoneLink for
          automated exchanges by calling 1.800.225.5677. Telephone exchanges may
          be made  only  between  accounts  that  are  registered  with the same
          name(s)  and  address.  Shares  held  under  certificates  may  not be
          exchanged by telephone.

          ARE  THERE  LIMITATIONS  ON  EXCHANGES?  There  are  certain  exchange
          policies you should be aware of:

          o Shares are redeemed from one fund and purchased  from the other fund
          in the exchange transaction on the

          same  regular  business day on which the  Transfer  Agent  receives an
          exchange  request that conforms to the policies  described  above.  It
          must be  received  by the close of the  Exchange  that  day,  which is
          normally 4:00 P.M. but may be earlier on some days.

          The interests of the Fund's long-term  shareholders and its ability to
          manage its investments  may be adversely  affected when its shares are
          repeatedly   bought  and  sold  in  response  to   short-term   market
          fluctuations--also known as "market timing." When large dollar amounts
          are  involved,  the Fund may have  difficulty  implementing  long-term
          investment strategies, because it cannot predict how much cash it will
          have  to  invest.  Market  timing  also  may  force  the  Fund to sell
          portfolio securities at disadvantageous times to raise the cash needed
          to buy a market timer's Fund shares. These factors may hurt the Fund's
          performance and its  shareholders.  When the Manager believes frequent
          trading would have a disruptive effect on the Fund's ability to manage
          its  investments,  the Manager and the Fund may reject purchase orders
          and exchanges  into the Fund by any person,  group or account that the
          Manager  believes to be a market  timer.  All  accounts  under  common
          ownership  or control  within the  Oppenheimer  funds  complex  may be
          counted  together  for  purposes  of  determining  market  timing with
          respect to any  exchange  involving  this Fund.  o The Fund may amend,
          suspend or terminate the exchange  privilege at any time. The Fund may
          refuse any exchange  order and is currently  not  obligated to provide
          notice before rejecting an exchange order.

          o If the  Transfer  Agent  cannot  exchange all the shares you request
          because of a  restriction  cited above,  only the shares  eligible for
          exchange will be exchanged.

          o The Fund  assesses a 2% fee on the  proceeds of Fund shares that are
          redeemed (either by selling or exchanging to another Oppenheimer fund)
          within  30 days of  their  purchase.  Further  details  are set  forth
          following the first paragraph under "How to Sell Shares" on page 24.


Shareholder Account Rules and Policies


          More information  about the Fund's policies and procedures for buying,
          selling,  and  exchanging  shares is  contained  in the  Statement  of
          Additional  Information.  A $12 annual fee is  assessed on any account
          valued at less  than  $500.  The fee is  automatically  deducted  from
          accounts  annually  on or about  the  second to last  business  day of
          September.  See the Statement of Additional  Information,  or existing
          shareholders may visit the OppenheimerFunds  website, to learn how you
          can  avoid  this fee and for  circumstances  when this fee will not be
          assessed.

          The offering of shares may be suspended during any period in which the
          determination of net asset value is suspended, and the offering may be
          suspended  by the Board of Trustees at any time the Board  believes it
          is in the Fund's best interest to do so.

          Telephone  transaction   privileges  for  purchases,   redemptions  or
          exchanges may be modified,  suspended or terminated by the Fund at any
          time.  The Fund will provide you notice  whenever it is required to do
          so by applicable law. If an account has more than one owner,  the Fund
          and the Transfer Agent may rely on the  instructions of any one owner.
          Telephone privileges apply to each owner of the account and the dealer
          representative  of record for the account  unless the  Transfer  Agent
          receives cancellation instructions from an owner of the account.

          The  Transfer  Agent will  record any  telephone  calls to verify data
          concerning  transactions  and has adopted other  procedures to confirm
          that  telephone  instructions  are genuine,  by  requiring  callers to
          provide tax identification  numbers and other account data or by using
          PINs, and by confirming  such  transactions  in writing.  The Transfer
          Agent and the Fund will not be liable for losses or  expenses  arising
          out of telephone instructions reasonably believed to be genuine.

          Redemption or transfer requests will not be honored until the Transfer
          Agent  receives  all required  documents in proper form.  From time to
          time,  the Transfer  Agent in its  discretion may waive certain of the
          requirements for redemptions stated in this Prospectus.

          Dealers  that  perform  account  transactions  for  their  clients  by
          participating in NETWORKING through the National  Securities  Clearing
          Corporation are responsible for obtaining their clients' permission to
          perform those  transactions,  and are responsible to their clients who
          are  shareholders  of the Fund if the dealer  performs any transaction
          erroneously or improperly.

          The redemption  price for shares will vary from day to day because the
          value  of the  securities  in the  Fund's  portfolio  fluctuates.  The
          redemption  price,  which  is the net  asset  value  per  share,  will
          normally differ for each class of shares. The redemption value of your
          shares may be more or less than their original cost.

          Payment  for  redeemed  shares  ordinarily  is  made  in  cash.  It is
          forwarded by check, or through AccountLink within seven days after the
          Transfer  Agent  receives  redemption  instructions  in  proper  form.
          However, under unusual circumstances  determined by the Securities and
          Exchange Commission, payment may be delayed or suspended. For accounts
          registered  in the name of a  broker-dealer,  payment will normally be
          forwarded within three business days after redemption.

          The Transfer Agent may delay processing any type of redemption payment
          as described under "How to Sell Shares" for recently purchased shares,
          but only until the purchase payment has cleared.  That delay may be as
          much as 10 days from the date the shares  were  purchased.  That delay
          may be  avoided  if you  purchase  shares  by  Federal  Funds  wire or
          certified  check,  or arrange  with your bank to provide  telephone or
          written assurance to the Transfer Agent that your purchase payment has
          cleared.

          Involuntary  redemptions  of small accounts may be made by the Fund if
          the account  value has fallen  below $200 for  reasons  other than the
          fact that the  market  value of shares  has  dropped.  In some  cases,
          involuntary  redemptions  may be made to  repay  the  Distributor  for
          losses from the cancellation of share purchase orders.

          Shares may be "redeemed in kind" under unusual  circumstances (such as
          a lack of liquidity in the Fund's portfolio to meet redemptions). This
          means that the redemption proceeds will be paid with liquid securities
          from the Fund's  portfolio.  If the Fund redeems your shares  in-kind,
          you may bear  transaction  costs and will bear market risks until such
          time as such securities are converted into cash.

          Federal  regulations  may require  the Fund to obtain your name,  your
          date of birth (for a natural person),  your residential street address
          or  principal  place of  business  and your  Social  Security  Number,
          Employer    Identification   Number   or   other   government   issued
          identification when you open an account. Additional information may be
          required in certain  circumstances or to open corporate accounts.  The
          Fund or the  Transfer  Agent may use this  information  to  attempt to
          verify your identity. The Fund may not be able to establish an account
          if the necessary information is not received.  The Fund may also place
          limits  on  account  transactions  while  it  is  in  the  process  of
          attempting  to  verify  your  identity.  Additionally,  if the Fund is
          unable to verify your identity after your account is established,  the
          Fund may be required  to redeem  your  shares and close your  account.
          "Backup  withholding"  of federal  income  tax may be applied  against
          taxable dividends,  distributions and redemption  proceeds  (including
          exchanges)  if you fail to furnish  the Fund your  correct,  certified
          Social Security or Employer  Identification  Number when you sign your
          application,  or if you  under-report  your  income  to  the  Internal
          Revenue Service.

          To avoid sending duplicate copies of materials to households, the Fund
          will mail only one copy of each  prospectus,  annual  and  semi-annual
          report and annual notice of the Fund's privacy policy to  shareholders
          having  the same last name and  address  on the  Fund's  records.  The
          consolidation  of these mailings,  called  householding,  benefits the
          Fund through reduced mailing expense.


          If you want to receive  multiple  copies of these  materials,  you may
          call the  Transfer  Agent at  1.800.225.5677.  You may also notify the
          Transfer Agent in writing. Individual copies of prospectuses,  reports
          and  privacy  notices  will be sent to you  commencing  within 30 days
          after the Transfer Agent receives your request to stop householding.

Dividends, Capital Gains and Taxes


          DIVIDENDS.  The Fund intends to declare dividends  separately for each
          class of shares from net  investment  income on an annual basis and to
          pay them to  shareholders  in December on a date selected by the Board
          of Trustees.  Dividends and distributions  paid to Class A shares will
          generally  be higher than  dividends  for Class B, Class C and Class N
          shares, which normally have higher expenses than Class A. The Fund has
          no fixed  dividend  rate  and  cannot  guarantee  that it will pay any
          dividends or distributions.


          CAPITAL  GAINS.  The 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 Fund may make supplemental  distributions of dividends and capital
          gains following the end of its fiscal year.  There can be no assurance
          that the Fund will pay any capital gains distributions in a particular
          year.

          WHAT CHOICES DO YOU HAVE FOR  RECEIVING  DISTRIBUTIONS?  When you open
          your account, specify on your application how you want to receive your
          dividends and distributions. You have four options:

          Reinvest All  Distributions in the Fund. You can elect to reinvest all
          dividends and capital gains  distributions in additional shares of the
          Fund.

          Reinvest  Dividends or Capital  Gains.  You can elect to reinvest some
          distributions  (dividends,   short-term  capital  gains  or  long-term
          capital  gains  distributions)  in the Fund while  receiving the other
          types of  distributions  by check or  having  them  sent to your  bank
          account through AccountLink.

          Receive All  Distributions  in Cash.  You can elect to receive a check
          for all dividends and capital gains distributions or have them sent to
          your bank through AccountLink.

          Reinvest Your Distributions in Another  OppenheimerFunds  Account. You
          can reinvest all  distributions in the same class of shares of another
          OppenheimerFunds account you have established.

          TAXES.  If your  shares  are not  held  in a  tax-deferred  retirement
          account,  you should be aware of the  following  tax  implications  of
          investing in the Fund. Distributions are subject to federal income tax
          and may be  subject  to state  or local  taxes.  Dividends  paid  from
          short-term  capital  gains and net  investment  income are  taxable as
          ordinary  income.  Long-term  capital  gains are taxable as  long-term
          capital gains when distributed to shareholders. It does not matter how
          long  you  have  held  your   shares.   Whether  you   reinvest   your
          distributions  in  additional  shares  or take  them in cash,  the tax
          treatment is the same.

     If more than 50% of the Fund's assets are invested in foreign securities at
the end of any fiscal year,  the Fund may elect under the Internal  Revenue Code
to permit shareholders to take a credit or deduction on their federal income tax
returns for foreign taxes paid by the Fund.

     Every  year the Fund  will  send you and the IRS a  statement  showing  the
amount of any taxable  distribution  you  received  in the  previous  year.  Any
long-term capital gains will be separately identified in the tax information the
Fund  sends  you  after  the end of the  calendar  year.

  Avoid  "Buying  a
Distribution". If you buy shares on or just before the ex-dividend date, or just
before the Fund  declares a capital  gains  distribution,  you will pay the full
price for the shares  and then  receive a portion of the price back as a taxable
dividend or capital gain.

     Remember,  There May be Taxes on  Transactions.  Because  the Fund's  share
prices fluctuate,  you may have a capital gain or loss when you sell or exchange
your shares. A capital gain or loss is the difference between the price you paid
for the shares and the price you received  when you sold them.  Any capital gain
is subject to capital gains tax. Returns of Capital Can Occur. In certain cases,
distributions made by the Fund may be considered a non-taxable return of capital
to  shareholders.   If  that  occurs,  it  will  be  identified  in  notices  to
shareholders.

     This   information  is  only  a  summary  of  certain  federal  income  tax
information  about your  investment.  You should  consult  with your tax advisor
about the effect of an investment in the Fund on your particular tax situation.

Financial Highlights

          The Financial Highlights Table is presented to help you understand the
          Fund's financial  performance for the past five fiscal years.  Certain
          information  reflects  financial  results for a single Fund share. The
          total returns in the table  represent the rate that an investor  would
          have  earned  (or  lost)  on  an  investment  in  the  Fund  (assuming
          reinvestment of all dividends and distributions). This information has
          been  audited by KPMG LLP,  the  Fund's  independent  auditors,  whose
          report, along with the Fund's financial statements, is included in the
          Statement of Additional Information, which is available on request.


FINANCIAL HIGHLIGHTS


 Class A   Year Ended August 31,                         2003              2002             2001            2000          1999
---------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                   $ 13.43          $ 12.93          $ 16.85         $ 11.40       $  7.76
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                      .19              .25              .21             .20           .10
 Net realized and unrealized gain (loss)                   3.50              .45            (3.54)           5.37          3.71
                                                        -------------------------------------------------------------------------
 Total from investment operations                          3.69              .70            (3.33)           5.57          3.81
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                      (.20)            (.20)            (.20)           (.12)         (.10)
 Distributions from net realized gain                        --               --             (.39)             --          (.07)
                                                        -------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                             (.20)            (.20)            (.59)           (.12)         (.17)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                          $16.92           $13.43           $12.93          $16.85        $11.40
                                                        =========================================================================

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                       27.93%            5.44%          (20.08)%         49.12%        49.92%


---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $588,450         $337,405         $167,178        $114,137       $40,046
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $374,841         $257,746         $153,027        $ 77,848       $29,183
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                                     1.42%            1.91%            1.76%           1.56%         1.11%
 Total expenses                                            1.81%            1.81%            1.69%           1.96%         2.36%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                       1.76%             1.77%             N/A 3           N/A 3         N/A 3
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                      6%              10%              16%             22%           37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.



                     | OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued


 Class B   Year Ended August 31,                       2003             2002            2001           2000           1999
-----------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                $ 13.32          $ 12.82         $ 16.70         $ 11.30       $  7.69
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                   .09              .15             .12             .11           .04
 Net realized and unrealized gain (loss)                3.47              .44           (3.53)           5.33          3.68
                                                     ------------------------------------------------------------------------
 Total from investment operations                       3.56              .59           (3.41)           5.44          3.72
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                   (.09)            (.09)           (.08)           (.04)         (.04)
 Distributions from net realized gain                     --               --            (.39)             --          (.07)
                                                     ------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                          (.09)            (.09)           (.47)           (.04)         (.11)
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $16.79           $13.32          $12.82          $16.70        $11.30
                                                     ========================================================================

-----------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                    26.98%            4.61%         (20.67)%         48.20%        48.81%


-----------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)            $84,705          $63,005         $45,393         $48,146       $21,028
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $62,676          $54,744         $48,135         $37,333       $16,430
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                                  0.66%            1.14%           0.92%           0.78%         0.37%
 Total expenses                                         2.67%            2.58%           2.46%           2.72%         3.10%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                     2.52%            2.54%            N/A 3           N/A 3         N/A 3
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   6%              10%             16%             22%           37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.




                     OPPENHEIMER DEVELOPING MARKETS FUND



  Class C    Year Ended August 31,                  2003            2002          2001           2000             1999
-------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period             $ 13.25         $ 12.78       $ 16.68        $ 11.31          $  7.68
-------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                .10             .17           .12            .09              .04
 Net realized and unrealized gain (loss)             3.44             .41         (3.52)          5.32             3.69
                                                  -----------------------------------------------------------------------
 Total from investment operations                    3.54             .58         (3.40)          5.41             3.73
-------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                (.12)           (.11)         (.11)          (.04)            (.03)
 Distributions from net realized gain                  --              --          (.39)            --             (.07)
                                                  -----------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                       (.12)           (.11)         (.50)          (.04)            (.10)
-------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                    $16.67          $13.25        $12.78         $16.68           $11.31
                                                  =======================================================================

-------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                 27.05%           4.54%       (20.68)%        47.93%           48.98%

-------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)         $77,081         $46,722       $20,864        $16,363           $5,064
-------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $52,236         $33,334       $19,646        $10,230           $4,022
-------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                               0.66%           1.15%         0.94%          0.82%            0.41%
 Total expenses                                      2.57%           2.57%         2.46%          2.71%            3.08%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                  2.52%           2.53%          N/A 3          N/A 3            N/A 3
-------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                6%             10%           16%            22%              37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.




                     OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued


 Class N  Year Ended August 31,                                  2003           2002          2001 1
------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                           $ 13.36        $ 12.91       $ 15.26
------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                              .22            .32           .05
 Net realized and unrealized gain (loss)                           3.41            .34         (2.40)
                                                               ---------------------------------------
 Total from investment operations                                  3.63            .66         (2.35)
------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                              (.22)          (.21)           --
 Distributions from net realized gain                                --             --            --
                                                               ---------------------------------------
 Total dividends and/or distributions to shareholders              (.22)          (.21)           --
------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                  $16.77         $13.36        $12.91
                                                               =======================================

------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                               27.73%          5.13%       (15.40)%


------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                        $8,709         $1,741           $77
------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                               $4,196          $ 686           $35
------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                             1.27%          1.68%         1.63%
 Total expenses                                                    2.08%          2.04%         1.96%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                                1.99%          2.00%          N/A 4
------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                              6%            10%           16%



1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year. Returns do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption of
Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.




INFORMATION AND SERVICES

For More Information on Oppenheimer Developing Markets Fund

          The  following  additional  information  about  the Fund is  available
          without charge upon request:

          STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
          information   about  the  Fund's  investment   policies,   risks,  and
          operations.  It is  incorporated  by  reference  into this  Prospectus
          (which means it is legally part of this Prospectus).

          ANNUAL  AND  SEMI-ANNUAL  REPORTS.  Additional  information  about the
          Fund's  investments  and performance is available in the Fund's Annual
          and Semi-Annual Reports to shareholders.  The Annual Report includes a
          discussion  of  market  conditions  and  investment   strategies  that
          significantly  affected the Fund's  performance during its last fiscal
          year.

How to Get More Information

          You can request the  Statement of Additional  Information,  the Annual
          and  Semi-Annual  Reports,  the notice  explaining  the Fund's privacy
          policy  and  other   information  about  the  Fund  or  your  account:

By Telephone:                     Call OppenheimerFunds Services toll-free:
                                       1.800.CALL OPP (225.5677)



By Mail:                                    Write to:
                                            OppenheimerFunds Services
                                            P.O. Box 5270
                                            Denver, Colorado 80217-5270



On the Internet:   You can send us a request by e-mail or read
                   or download documents on the OppenheimerFunds website:
                   www.oppenheimerfunds.com




          Information  about the Fund  including  the  Statement  of  Additional
          Information  can be reviewed and copied at the SEC's Public  Reference
          Room in  Washington,  D.C.  Information on the operation of the Public
          Reference  Room may be obtained by calling the SEC at  1.202.942.8090.
          Reports  and other  information  about the Fund are  available  on the
          EDGAR database on the SEC's Internet  website at  www.sec.gov.  Copies
          may be  obtained  after  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.


          No one has been authorized to provide any  information  about the Fund
          or to make any  representations  about  the Fund  other  than  what is
          contained in this Prospectus.  This Prospectus is not an offer to sell
          shares of the Fund,  nor a  solicitation  of an offer to buy shares of
          the Fund, to any person in any state or other jurisdiction where it is
          unlawful to make such an offer.


The Fund's SEC File No.: 811-07657      The Fund's shares are distributed by:
PR0785.001.1003                      [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper.






                                             Appendix to Prospectus of
                                        Oppenheimer Developing Markets Fund


     Graphic  material  included in the  Prospectus  of  Oppenheimer  Developing
Markets Fund (the "Fund") under the heading: "Annual Total Returns (Class A) (as
of 12/31 each year)":

     A bar chart will be included in the  Prospectus  of the Fund  depicting the
annual total returns of a hypothetical  investment in Class A shares of the Fund
for each of the most recent calendar years,  without  deducting sales charges or
taxes.  Set forth below are the relevant data points that will appear on the bar
chart:


Year Ended                                 Annual Total Return

12/31/97                                         14.09%
12/31/98                                        -19.36%
12/31/99                                         82.30%
12/31/00                                        - 5.26%
12/31/01                                        -5.73%

12/31/02                                        -1.60%






Oppenheimer Developing Markets Fund


6803 South Tucson Way, Centennial, Colorado 80112
1.800.225.5677


Statement of Additional Information dated October 23, 2003

     This Statement of Additional Information is not a Prospectus. This document
contains  additional  information about the Fund and supplements  information in
the  Prospectus  dated  October 23, 2003.  It should be read  together  with the
Prospectus.  You can obtain  the  Prospectus  by writing to the Fund's  Transfer
Agent,  OppenheimerFunds  Services, at P.O. Box 5270, Denver, Colorado 80217, or
by calling  the  Transfer  Agent at the  toll-free  number  shown  above,  or by
downloading    it   from    the    OppenheimerFunds    Internet    website    at
www.oppenheimerfunds.com.


Contents                                                                   Page

About the Fund
Additional Information About the Fund's Investment Policies and Risks......  2
     The Fund's Investment Policies........................................  2
     Other Investment Techniques and Strategies............................  7
     Investment Restrictions..............................................  24
How the Fund is Managed ..................................................  26
     Organization and History.............................................  26


     Board of Trustees and Oversight Committees...........................  27


     Trustees and Officers................................................  28
     The Manager..........................................................  36
Brokerage Policies of the Fund............................................  39
Distribution and Service Plans............................................  42
Performance of the Fund...................................................  46

About Your Account
How To Buy Shares.........................................................  51
How To Sell Shares........................................................  62
How To Exchange Shares....................................................  67
Dividends, Capital Gains and Taxes........................................  71
Additional Information About the Fund.....................................  75

Financial Information About the Fund
Independent Auditors' Report..............................................  77
Financial Statements......................................................  78


Appendix A: Industry Classifications......................................  A-1


Appendix B: OppenheimerFunds Special Sales Charge Arrangements
             and Waivers..................................................  B-1






ABOUT THE FUND



Additional Information About the Fund's Investment Policies and Risks


     The investment  objective,  the principal  investment policies and the main
risks of the Fund are described in the Prospectus.  This Statement of Additional
Information contains supplemental information about those policies and risks and
the types of securities that the Fund's  investment  Manager,  OppenheimerFunds,
Inc. (the  "Manager")  can select for the Fund.  Additional  information is also
provided  about  the  strategies  that the Fund  may use to try to  achieve  its
objective.


          The  Fund's  Investment  Policies.   The  composition  of  the  Fund's
          portfolio and the techniques  and strategies  that the Manager may use
          in selecting portfolio securities will vary over time. The Fund is not
          required  to use  all  of the  investment  techniques  and  strategies
          described  below at all times in seeking its goal.  It may use some of
          the special investment  techniques and strategies at some times or not
          at all.

     In selecting securities for the Fund's portfolio, the Manager evaluates the
merits of  securities  primarily  through  the  exercise  of its own  investment
analysis.  That  analysis  includes  a number  of  factors,  some of  which  are
discussed in the Prospectus. Additionally, the Manager may evaluate

          o the  strength  of an  issuer's  management  and the  history  of its
          operations,

          o the  soundness  of its  financial  and  accounting  policies and its
          financial condition,

          o the  issuer's  pending  product  developments  and  developments  by
          competitors,

          o the effect of general market conditions on the issuer's business and
          the prospects for the industry of which the issuer is a part, and

          o legislative proposals that might affect the issuer.

     In  addition,  the  Manager  ordinarily  looks  for  one of  the  following
characteristics:  an  above-average  earnings  growth per share;  high return on
invested  capital;   effective   research  and  product   development;   pricing
flexibility;  and general operating characteristics that might enable the issuer
to compete successfully in its intended markets.

     The Fund intends to spread its investments  among at least three developing
markets  under  normal  market   conditions.   In   determining  an  appropriate
distribution of investments among the various  countries and geographic  regions
in which the Fund may invest,  the Manager  generally  considers  the  following
factors:

o        prospects for relative economic growth, the balance of payments,

o        anticipated levels of inflation,

o        governmental policies influencing business conditions,

o        the outlook for currency relationships and\

o        the range of individual investment  opportunities  available to
         international  investors among the various counties and
         geographic regions.


     The  percentage  of the Fund's  assets  invested in  particular  developing
markets will vary from time to time based on the  Manager's  assessment of these
factors,  the appreciation  possibilities  of particular  issuers and social and
political factors that may affect specific markets.

     The portion of the Fund's  assets  allocated  to  securities  selected  for
capital  appreciation  and the investment  techniques  used will depend upon the
judgment  of  the  Fund's  Manager  as to the  future  movement  of  the  equity
securities  markets.  If the Manager  believes that economic  conditions favor a
rising  market,  the Fund  will  emphasize  securities  and  investment  methods
selected for high capital growth.  If the Manager believes that a market decline
is likely, defensive securities and investment methods may be emphasized.

     Current  income  is not a  consideration  in  the  selection  of  portfolio
securities  for the Fund.  The fact that a security  has a low yield or does not
pay  current  income  will not be an adverse  factor in  considering  it for the
Fund's  portfolio  unless  the  Manager  believes  that the lack of yield  might
adversely affect appreciation possibilities.

     |X| Growth Companies. Growth companies are those companies that the Manager
believes  are  entering  into  a  growth  cycle  in  their  business,  with  the
expectation  that their stock will  increase in value.  They may be  established
companies as well as newer companies in the development stage.

     Growth  companies  may  have  a  variety  of  characteristics  that  in the
Manager's  view define  them as  "growth"  issuers.  They may be  generating  or
applying  new  technologies,  new or  improved  distribution  techniques  or new
services. They may own or develop natural resources.  They may be companies that
can benefit from changing consumer demands or lifestyles, or companies that have
projected  earnings in excess of the average for their  sector or  industry.  In
each case,  they have prospects that the Manager  believes are favorable for the
long term.  The portfolio  manager of the Fund looks for growth  companies  with
strong,  capable management sound financial and accounting policies,  successful
product development and marketing and other factors.

     |X| Investments in Equity  Securities.  The Fund focuses its investments in
equity  securities  of  foreign  companies  whose  principal  activities  are in
developing markets.  Equity securities include common stocks,  preferred stocks,
rights and warrants,  and securities  convertible  into common stock. The Fund's
investment  primarily  include  stocks of what the Manager  believes  are growth
companies.  They may have a market capitalization of any range, small, medium or
large.

     The  Manager  selects  securities  primarily  on the basis of its view of a
security's potential for capital appreciation.

     Small-cap  growth  companies  may offer greater  opportunities  for capital
appreciation  than securities of large,  more  established  companies.  However,
these securities also involve greater risks than securities of larger companies.
Securities  of small  capitalization  issuers  may be subject  to greater  price
volatility  in general  than  securities  of  large-cap  and mid-cap  companies.
Therefore, to the degree that the Fund has investments in smaller capitalization
companies at times of market  volatility,  the Fund's share price may  fluctuate
more. As noted below,  the Fund may invest without limit in unseasoned small cap
issuers.

     Convertible  Securities.  While some  convertible  securities are a form of
debt security,  in many cases their conversion feature (allowing conversion into
equity  securities)  causes  them to be  regarded  by the Manger more as "equity
equivalents."  As a result,  the rating assigned to the security has less impact
on the Manager's  investment  decision than in the case of non-convertible  debt
fixed income securities.

     The value of a convertible security is a function of its "investment value"
and its  "conversion  value." If the  investment  value  exceeds the  conversion
value,  the security  will behave more like a debt  security and the  security's
price will likely  increase when interest  rates fall and decrease when interest
rates rise. If the conversion  value exceeds the investment  value, the security
will behave more like an equity security.  In that case it will likely sell at a
premium over its conversion value and its price will tend to fluctuate  directly
with the price of the underlying security.

     To determine whether  convertible  securities should be regarded as "equity
equivalents," the Manager examines the following factors:

          (1) whether, at the option of the investor,  the convertible  security
          can be  exchanged  for a fixed number of shares of common stock of the
          issuer,

          (2) whether the issuer of the convertible  securities has restated its
          earnings  per  share  of  common  stock  on  a  fully   diluted  basis
          (considering the effect of conversion of the convertible  securities),
          and

          (3) the extent to which the  convertible  security  may be a defensive
          "equity  substitute,"  providing  the  ability to  participate  in any
          appreciation in the price of the issuer's common stock.

     Rights and  Warrants.  The Fund may invest in warrants or rights.  Warrants
basically are options to purchase equity securities at specific prices valid for
a specific period of time.  Their prices do not necessarily move parallel to the
prices of the  underlying  securities.  Rights  are  similar  to  warrants,  but
normally have a short duration and are distributed directly by the issuer to its
shareholders.  Rights and warrants have no voting  rights,  receive no dividends
and have no rights with respect to the assets of the issuer.

     |X|  Foreign  Securities.   The  Fund  emphasizes   investments  in  equity
securities  issued or  guaranteed  by foreign  companies.  "Foreign  securities"
include  equity and debt  securities  of companies  organized  under the laws of
countries other than the United States, and debt securities of governments other
than the U.S.  government.  They also include securities of companies (including
those that are located in the U.S. or  organized  under U.S.  law) that derive a
significant  portion  of their  revenue  or  profits  from  foreign  businesses,
investments or sales, or that have a significant portion of their assets abroad.
They  may  be  traded  on  foreign  securities   exchanges  or  in  the  foreign
over-the-counter markets.

     Securities of foreign issuers that are  represented by American  Depository
Receipts or that are listed on a U.S.  securities exchange or traded in the U.S.
over-the-counter  markets are considered "foreign securities" for the purpose of
the Fund's  investment  allocations.  They are  subject  to some of the  special
considerations  and risks,  discussed  below,  that apply to foreign  securities
traded and held abroad.


     Investing in foreign  securities  offers  potential  benefits not available
from  investing  solely in  securities  of domestic  issuers.  They  include the
opportunity to invest in foreign issuers that appear to offer growth  potential,
or in foreign countries with economic policies or business cycles different from
those of the  U.S.,  or to  reduce  fluctuations  in  portfolio  value by taking
advantage of foreign stock markets that do not move in a manner parallel to U.S.
markets.  The Fund  will  hold  foreign  currency  only in  connection  with the
purchase or sale of foreign securities.


     |X|  Passive  Foreign  Investment  Companies.  The  Fund may  purchase  the
securities of certain  foreign  investment  corporations  called passive foreign
investment companies ("PFICs").  Such entities have been the only or primary way
to  invest in  certain  countries  because  some  foreign  countries  limit,  or
prohibit, all direct foreign investment in the securities of companies domiciled
therein.  However,  the  governments  of  some  countries  have  authorized  the
organization of investment funds to permit indirect  foreign  investment in such
securities. For tax purposes, these funds also may be PFICs.

     The Fund is subject to certain percentage  limitations under the Investment
Company Act of 1940 (the  "Investment  Company Act") relating to the purchase of
securities  of investment  companies,  and,  consequently,  the Fund may have to
subject any of its investment in other investment companies, including PFICs, to
the limitation that no more than 10% of the value of the Fund's total assets may
be invested in such securities. In addition to bearing their proportionate share
of a fund's expenses (management fees and operating expenses), shareholders will
also  indirectly  bear similar  expenses of such  entities.  Like other  foreign
securities,  interests in PFICs also involve the risk of foreign securities,  as
described above.


     Risks of Foreign  Investing.  Investments  in foreign  securities may offer
special  opportunities  for investing but also present special  additional risks
and  considerations  not  typically  associated  with  investments  in  domestic
securities. Some of these additional risks are:

     o reduction of income by foreign taxes;

     o fluctuation  in value of foreign  investments  due to changes in currency
rates or currency control regulations (for example, currency blockage);

     o transaction charges for currency exchange;

     o lack of public information about foreign issuers;

     o lack of uniform accounting, auditing and financial reporting standards in
foreign countries comparable to those applicable to domestic issuers;

     o less volume on foreign exchanges than on U.S. exchanges;

     o greater  volatility  and less  liquidity  on foreign  markets than in the
       U.S.;

     o less  governmental  regulation of foreign  issuers,  stock  exchanges and
brokers than in the U.S.;

     o greater difficulties in commencing lawsuits;

o        higher brokerage commission rates than in the U.S.;

     o increased risks of delays in settlement of portfolio transactions or loss
of certificates for portfolio securities;

     o possibilities in some countries of expropriation,  confiscatory taxation,
political,  financial or social instability or adverse diplomatic  developments;
and

     o unfavorable differences between the U.S. economy and foreign economies.

     In the past, U.S.  government policies have discouraged certain investments
abroad by U.S.  investors,  through  taxation or other  restrictions,  and it is
possible that such restrictions could be re-imposed.

     Developing Markets and Their Special Risks. Emerging and developing markets
abroad may also  offer  special  opportunities  for  growth  investing  but have
greater  risks  than  markets  in the United  States or more  developed  foreign
markets,  such as those in Western Europe,  Canada,  Australia,  New Zealand and
Japan. Some of those special risks are described below.

     Settlement of Transactions. Settlement procedures in developing markets may
differ from those of more established  securities markets.  Settlements may also
be delayed by operational  problems.  Securities issued by developing  countries
and by issuers located in those countries may be subject to extended  settlement
periods.  Delays in settlement could result in temporary  periods during which a
portion  of the  Fund's  assets is  uninvested  and no return is earned on those
assets.  The inability of the Fund to make intended  purchases of securities due
to settlement  problems could cause the Fund to miss  investment  opportunities.
The Fund  could  suffer  losses  from the  inability  to  dispose  of  portfolio
securities  due to  settlement  problems.  As a result there could be subsequent
declines  in the value of the  portfolio  security,  a decrease  in the level of
liquidity of the Fund's portfolio or, if the Fund has entered into a contract to
sell the security, a possible liability to the purchaser.

     Price  Volatility.   Securities   prices  in  developing   markets  may  be
significantly  more volatile than is the case in more  developed  nations of the
world.  In  particular,  countries  with  emerging  markets may have  relatively
unstable  governments.  That presents the risk of nationalization of businesses,
restrictions  on foreign  ownership or  prohibitions  of repatriation of assets.
These  countries may have less protection of property rights than more developed
countries.  The economies of developing  countries may be predominantly based on
only a few industries and, as such, may be highly vulnerable to changes in local
or global trade conditions.

     Less Developed  Securities  Markets.  Developing  market countries may have
less  well-developed  securities  markets and exchanges.  Consequently they have
lower trading  volume than the securities  markets of more developed  countries.
These  markets  may be unable to respond  effectively  to  increases  in trading
volume.  Therefore,  prompt liquidation of substantial portfolio holdings may be
difficult at times. As a result,  these markets may be substantially less liquid
than those of more developed countries, and the securities of issuers located in
these markets may have limited marketability.

     Government  Restrictions.  In  certain  developing  countries,   government
approval may be required for the repatriation of investment  income,  capital or
the  proceeds of sales of  securities  by foreign  investors,  such as the Fund.
Also, a government  might impose  temporary  restrictions  on remitting  capital
abroad if the country's balance of payments deteriorates,  or it might do so for
other reasons. If government approval were delayed or refused, the Fund could be
adversely  affected.  Additionally,  the Fund could be adversely affected by the
imposition of restrictions on investments by foreign entities.

     Among the  countries  that the  Manager has  identified  as  developing  or
emerging  markets in which the Fund will  consider  investing  are the following
countries.  The Fund might not invest in all of these countries and the list may
change.

 Algeria       Czech Republic     Ivory Coast      Nigeria         Sri Lanka


 Argentina     Ecuador            Jamaica          Pakistan        Swaziland


 Bangladesh    Egypt              Jordan           Paraguay        Taiwan
 Bolivia       Estonia            Kenya            Peru            Tanzania
 Botswana      Ghana              Latvia           Philippines     Thailand
 Brazil        Greece             Lebanon          Poland          Tunisia


 Bulgaria      Guyana             Lithuania        Portugal        Turkey


 Chile         Hong Kong          Malaysia         Russia          Ukraine
 China         Hungary            Mauritius        Singapore       Uruguay
 Colombia      India              Mexico           Slovakia Republic  Venezuela
 Costa Rica    Indonesia          Morocco          Slovenia          Vietnam
 Croatia       Iran               Myanma           South Africa      Zambia
 Cyprus        Israel             Namibia          South Korea       Zimbabwe

     |X| Portfolio  Turnover.  "Portfolio  turnover" describes the rate at which
the Fund  traded its  portfolio  securities  during its last  fiscal  year.  For
example,  if a fund sold all of its  securities  during the year,  its portfolio
turnover  rate would have been 100%.  The Fund's  portfolio  turnover  rate will
fluctuate  from  year to year,  although  the Fund  does  not  expect  to have a
portfolio turnover rate of more than 100% annually.

     Increased portfolio turnover creates higher brokerage and transaction costs
for the Fund,  which may  reduce  its  overall  performance.  Additionally,  the
realization  of capital gains from selling  portfolio  securities  may result in
distributions of taxable long-term capital gains to shareholders, since the Fund
will normally  distribute  all of its capital gains realized each year, to avoid
excise taxes under the Internal Revenue Code.

          Other Investment Techniques and Strategies.  In seeking its objective,
          the Fund may from time to time use the types of investment  strategies
          and  investments  described  below.  It is not  required to use all of
          these strategies at all times, and at times may not use them.

     |X|  Investing  in  Small,  Unseasoned  Companies.  The Fund may  invest in
securities of small, unseasoned companies. These are companies that have been in
operation  for  less  than  three  years,   including  the   operations  of  any
predecessors.  Securities  of these  companies  may be subject to  volatility in
their prices. They may have a limited trading market, which may adversely affect
the Fund's ability to dispose of them and can reduce the price the Fund might be
able to obtain for them.  Other investors that own a security issued by a small,
unseasoned  issuer for which there is limited liquidity might trade the security
when the Fund is attempting to dispose of its holdings of that security. In that
case the Fund might receive a lower price for its holdings than might  otherwise
be  obtained.  The Fund has no limit on the amount of its net assets that may be
invested in those securities.



     |X| Debt  Securities.  While the Fund does not  invest  for the  purpose of
seeking current income, at times certain debt securities (other than convertible
debt securities described above under the description of equity investments) may
be selected for investment by the Fund for investment or defensive purposes,  as
described  below.  Certain  debt  securities  may be  selected  for  the  Fund's
portfolio for defensive  purposes  (including  debt  securities that the Manager
believes may offer some  opportunities for capital  appreciation when stocks are
disfavored).  Up to 35% of the Fund's assets may be invested in any  combination
of debt securities of government or corporate  issuers in developing  countries,
equity and debt  securities  of issuers in developed  countries  (including  the
United  States) and cash and money market  instruments.  For  example,  when the
stock market is volatile,  or when the  portfolio  manager  believes that growth
opportunities  in stocks  are not  attractive,  certain  debt  securities  might
provide not only defensive opportunities but also some opportunities for capital
appreciation.  These  investments  could  include  corporate  bonds and notes of
foreign or U.S. companies, as well as U.S. and foreign government securities. It
is not expected that this will be a significant  portfolio  strategy of the Fund
under normal market circumstances.


     Credit  Risk.  Debt  securities  are  subject to credit  risk.  Credit risk
relates to the  ability of the issuer of a debt  security  to make  interest  or
principal  payments on the  security as they become due. If the issuer  fails to
pay interest,  the Fund's income may be reduced and if the issuer fails to repay
principal,  the value of that bond and of the Fund's shares may be reduced.  The
Manager  may rely to some  extent on credit  ratings  by  nationally  recognized
rating  agencies in evaluating  the credit risk of  securities  selected for the
Fund's  portfolio.  It may also use its own research and analysis.  Many factors
affect an issuer's  ability to make timely  payments,  and the credit risks of a
particular security may change over time. The Fund may invest in higher-yielding
lower-grade  debt securities  (that is "junk bonds"),  which have special risks.
Those are securities rated below the four highest rating  categories of Standard
&  Poor's Rating Service or Moody's Investors  Service,  Inc., or equivalent
ratings of other  rating  agencies  or  ratings  assigned  to a security  by the
Manager.

     Special Risks of Lower-Grade Securities.  "Lower-grade" debt securities are
those rated below  "investment  grade" which means they have a rating lower than
"Baa" by Moody's or lower than "BBB" by Standard & Poor's or Fitch, Inc., or
similar  ratings by other rating  organizations.  If they are  unrated,  and are
determined by the Manager to be of comparable  quality to debt securities  rated
below investment grade, they are included in the limitation on the percentage of
the Fund's assets that can be invested in lower-grade securities.  The Fund will
not invest in securities rated "C" or "D" by Moody's,  Standard &  Poor's or
Fitch, Inc. or which are in default.


     Among the special  credit risks of  lower-grade  securities  is the greater
risk that the issuer may default on its  obligation  to pay interest or to repay
principal  than in the case of  investment  grade  securities.  The issuer's low
creditworthiness  may  increase the  potential  for its  insolvency.  An overall
decline  in values in the high yield bond  market is also more  likely  during a
period of a general economic  downturn.  An economic  downturn or an increase in
interest rates could severely disrupt the market for high yield bonds, adversely
affecting the values of  outstanding  bonds as well as the ability of issuers to
pay interest or repay principal.  In the case of foreign high yield bonds, these
risks are in addition to the special risk of foreign investing  discussed in the
Prospectus and in this Statement of Additional  Information.  To the extent they
can be converted into stock,  convertible securities may be less subject to some
of these risks than  non-convertible  high yield bonds,  since stock may be more
liquid and less affected by some of these risk factors.

     While securities  rated "Baa" by Moody's or "BBB" by Standard &  Poor's
or Fitch,  Inc. are investment  grade and are not regarded as junk bonds,  those
securities  may  be  subject  to  special  risks,   and  have  some  speculative
characteristics.


     Interest  Rate Risks.  In addition to credit  risks,  debt  securities  are
subject  to  changes  in value  when  prevailing  interest  rates  change.  When
prevailing  interest  rates  fall,  the values of  outstanding  debt  securities
generally  rise,  and the bonds may sell for more than their face  amount.  When
prevailing  interest  rates  rise,  the values of  outstanding  debt  securities
generally decline,  and the bonds may sell at a discount from their face amount.
The magnitude of these price changes is generally  greater for bonds with longer
maturities.  Therefore,  when the average maturity of the Fund's debt securities
is longer, its share price may fluctuate more when interest rates change.


     Privatization  Programs.  The governments in some developing countries have
been   engaged  in  programs  to  sell  all  or  part  of  their   interests  in
government-owned  or controlled  enterprises.  Privatization  programs may offer
opportunities for significant capital  appreciation,  and the Manager may invest
Fund assets in  privatization  programs in what it considers  to be  appropriate
circumstances.  In certain developing countries, the ability of foreign entities
such as the Fund to  participate  in  privatization  programs  may be limited by
local  law.  Additionally,  the terms on which the Fund  might be  permitted  to
participate may be less advantageous than those afforded local investors.  There
can be no assurance that privatization programs will be successful.

     "When-Issued"  and  Delayed-Delivery  Transactions.  The Fund can  purchase
securities  on a  "when-issued"  basis and may purchase or sell  securities on a
"delayed-delivery" or "forward commitment basis. These terms refer to securities
that  have  been  created  and for  which a market  exists,  but  which  are not
available for immediate delivery. There may be a risk of loss to the Fund if the
value of the security declines prior to the settlement date.

     When  such  transactions  are  negotiated,  the price  (which is  generally
expressed in yield terms) is fixed at the time the commitment is made.  Delivery
and payment for the securities take place at a later date  (generally  within 45
days of the date the offer is accepted). The securities are subject to change in
value from market fluctuations during the period until settlement.  The value at
delivery may be less than the purchase price.  For example,  changes in interest
rates in a direction  other than that expected by the Manager before  settlement
will  affect  the  value of such  securities  and may  cause a loss to the Fund.
During the period  between  purchase and  settlement,  no payment is made by the
Fund to the issuer and no interest accrues to the Fund from the investment.

     The Fund will engage in when-issued transactions to secure what the Manager
considers to be an advantageous price and yield at the time of entering into the
obligation.  When  the  Fund  enters  into  a  when-issued  or  delayed-delivery
transaction,  it relies on the other  party to  complete  the  transaction.  Its
failure  to do so may  cause  the Fund to lose the  opportunity  to  obtain  the
security at a price and yield the Manager considers to be advantageous.


     When the Fund engages in when-issued and delayed-delivery  transactions, it
does so for the purpose of acquiring or selling  securities  consistent with its
investment  objective and policies for its portfolio or for delivery pursuant to
options  contracts it has entered  into,  and not for the purpose of  investment
leverage.  Although  the Fund will enter into  delayed-delivery  or  when-issued
purchase  transactions  to acquire  securities,  it may dispose of a  commitment
prior to  settlement.  If the Fund  chooses to dispose of the right to acquire a
when-issued  security  prior to its  acquisition  or to  dispose of its right to
delivery or receive against a forward commitment, it may incur a gain or loss.

     At the time the Fund makes the commitment to purchase or sell a security on
a when-issued or delayed delivery basis, it records the transaction on its books
and reflects the value of the security  purchased in determining  the Fund's net
asset value. In a sale transaction,  it records the proceeds to be received. The
Fund will  identify on its books liquid  obligations  at least equal in value to
the  value of the  Fund's  purchase  commitments  until  the  Fund  pays for the
investment.

     When-issued and delayed-delivery  transactions can be used by the Fund as a
defensive  technique to hedge against  anticipated changes in interest rates and
prices.  For instance,  in periods of rising  interest rates and falling prices,
the Fund might sell securities in its portfolio on a forward commitment basis to
attempt to limit its  exposure  to  anticipated  falling  prices.  In periods of
falling  interest  rates  and  rising  prices,  the Fund  might  sell  portfolio
securities  and  purchase the same or similar  securities  on a  when-issued  or
delayed-delivery basis to obtain the benefit of currently higher cash yields.

     Repurchase   Agreements.   The  Fund  can  acquire  securities  subject  to
repurchase  agreements.  It  may  do  so:

     o for liquidity purposes to meet anticipated redemptions of Fund shares, or
pending the  investment of the proceeds from sales of Fund shares,  or

     o pending the  settlement of portfolio  securities  transactions,  or

     o fortemporary defensive purposes, as described below.

     In  a  repurchase   transaction,   the  Fund  buys  a  security  from,  and
simultaneously  resells it to, an approved vendor for delivery on an agreed-upon
future  date.  The resale  price  exceeds the  purchase  price by an amount that
reflects an agreed-upon  interest rate effective for the period during which the
repurchase  agreement is in effect.  Approved  vendors  include U.S.  commercial
banks,  U.S.  branches  of  foreign  banks,  or  broker-dealers  that  have been
designated as primary  dealers in government  securities.  They must meet credit
requirements set by the Fund's Manager from time to time.

     The  majority  of these  transactions  run from  day to day,  and  delivery
pursuant to the resale typically occurs within one to five days of the purchase.
Repurchase  agreements  having a maturity  beyond  seven days are subject to the
Fund's limits on holding  illiquid  investments.  The Fund will not enter into a
repurchase  agreement  that causes more than 10% of its net assets to be subject
to repurchase  agreements having a maturity beyond seven days. There is no limit
on the  amount of the  Fund's  net  assets  that may be  subject  to  repurchase
agreements having maturities of seven days or less.


     Repurchase agreements, considered "loans" under the Investment Company Act,
are collateralized by the underlying security.  The Fund's repurchase agreements
require that at all times while the repurchase agreement is in effect, the value
of  the  collateral  must  equal  or  exceed  the  repurchase   price  to  fully
collateralize the repayment obligation.  However, if the vendor fails to pay the
resale price on the delivery  date, the Fund may incur costs in disposing of the
collateral and may experience  losses if there is any delay in its ability to do
so. The Manager will monitor the vendor's  creditworthiness  to confirm that the
vendor is  financially  sound and will  continuously  monitor  the  collateral's
value.


     Pursuant  to an  Exemptive  Order  issued by the  Securities  and  Exchange
Commission  ("SEC"),  the Fund, along with other affiliated  entities managed by
the  Manager,  may  transfer  uninvested  cash  balances  into one or more joint
repurchase  accounts.  These  balances  are  invested in one or more  repurchase
agreements,  secured  by  U.S.  government  securities.  Securities  pledged  as
collateral  for  repurchase  agreements  are held by a custodian  bank until the
agreements mature.  Each joint repurchase  arrangement  requires that the market
value  of the  collateral  be  sufficient  to cover  payments  of  interest  and
principal; however, in the event of default by the other party to the agreement,
retention of the collateral may be subject to legal proceedings.

     |X| Illiquid and Restricted  Securities.  Under the policies and procedures
established  by the  Fund's  Board  of  Trustees,  the  Manager  determines  the
liquidity of certain of the Fund's  investments.  To enable the Fund to sell its
holdings of a restricted  security not registered  under  applicable  securities
laws, the Fund may have to cause those securities to be registered. The expenses
of  registering  restricted  securities  may be  negotiated by the Fund with the
issuer at the time the Fund  buys the  securities.  When the Fund  must  arrange
registration because the Fund wishes to sell the security, a considerable period
may elapse  between the time the  decision is made to sell the  security and the
time the security is  registered  so that the Fund could sell it. The Fund would
bear the risks of any downward price fluctuation during that period.


     The Fund can also acquire restricted securities through private placements.
Those  securities have  contractual  restrictions on their public resale.  Those
restrictions  might limit the Fund's  ability to dispose of the  securities  and
might lower the amount the Fund could realize upon the sale.

     The Fund has limitations that apply to purchases of restricted  securities,
as  stated  in the  Prospectus.  Those  percentage  restrictions  do  not  limit
purchases  of  restricted  securities  that are  eligible  for sale to qualified
institutional purchasers under Rule 144A of the Securities Act of 1933, if those
securities have been determined to be liquid by the Manager under Board-approved
guidelines.  Those  guidelines  take into account the trading  activity for such
securities and the  availability of reliable  pricing  information,  among other
factors.  If there is a lack of  trading  interest  in a  particular  Rule  144A
security, the Fund's holdings of that security may be considered to be illiquid.

     Illiquid  securities  include repurchase  agreements  maturing in more than
seven days and participation  interests that do not have puts exercisable within
seven days.

     |X| Loans of Portfolio  Securities.  To raise cash for liquidity  purposes,
the Fund can lend its portfolio  securities to brokers,  dealers and other types
of financial institutions approved by the Fund's Board of Trustees.  These loans
are limited to not more than 10% of the value of the Fund's  total  assets.  The
Fund  currently  does not intend to engage in loans of  securities in the coming
year,  but if it does so,  such loans  will not  likely  exceed 5% of the Fund's
total assets.

     There are some risks in connection with securities lending.  The Fund might
experience a delay in receiving  additional  collateral  to secure a loan,  or a
delay in recovery of the loaned  securities if the borrower  defaults.  The Fund
must  receive  collateral  for  a  loan.  Under  current  applicable  regulatory
requirements  (which  are  subject to  change),  on each  business  day the loan
collateral must be at least equal to the value of the loaned securities. It must
consist of cash,  bank letters of credit,  securities of the U.S.  Government or
its agencies or  instrumentalities,  or other cash equivalents in which the Fund
is permitted to invest.  To be acceptable as collateral,  letters of credit must
obligate a bank to pay  amounts  demanded  by the Fund if the  demand  meets the
terms of the letter. The terms of the letter of credit and the issuing bank both
must be satisfactory to the Fund.

     When it lends securities,  the Fund receives amounts equal to the dividends
or interest on loaned securities. It also receives one or more of (a) negotiated
loan fees, (b) interest on securities  used as  collateral,  and (c) interest on
any short-term debt securities purchased with such loan collateral.  Either type
of interest may be shared with the  borrower.  The Fund may also pay  reasonable
finder's, custodian bank and administrative fees in connection with these loans.
The terms of the Fund's  loans must meet  applicable  tests  under the  Internal
Revenue Code and must permit the Fund to  reacquire  loaned  securities  on five
days' notice or in time to vote on any important matter.

     |X|  Borrowing  for  Leverage  and  Liquidity.  The Fund has the ability to
borrow up to 10% of the value of its net assets from banks on an unsecured basis
to invest the borrowed funds in portfolio securities. This speculative technique
is known as  "leverage."  The Fund can also borrow from banks for  temporary  or
emergency  purposes.  The  Fund  may  borrow  only  from  banks.  Under  current
regulatory  requirements,  borrowings  can be made only to the  extent  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).  If the
value of the Fund's assets fails to meet this 300% asset  coverage  requirement,
the Fund will reduce its bank debt within three days to meet the requirement. To
do  so,  the  Fund  might  have  to  sell a  portion  of  its  investments  at a
disadvantageous time.

     The Fund will pay interest on these loans,  and that interest  expense will
raise the overall expenses of the Fund and reduce its returns. The Fund does not
expect to borrow  for  leverage  as a normal  investment  technique.  If it does
borrow,  its expenses will be greater than  comparable  funds that do not borrow
for leverage. Additionally, the Fund's net asset value per share might fluctuate
more than that of funds that do not borrow.

     |X| Derivatives. The Fund can invest in a variety of derivative investments
to seek income for  liquidity  needs or for hedging  purposes.  Some  derivative
investments the Fund can use are the hedging instruments described below in this
Statement of Additional  Information.  However,  the Fund does not use, and does
not  currently  contemplate  using,  derivatives  or  hedging  instruments  to a
significant degree in the coming year.


     Some  of  the  derivative   investments  the  Fund  can  use  include  debt
exchangeable for common stock of an issuer or "equity-linked debt securities" of
an issuer.  At maturity,  the debt security is exchanged for common stock of the
issuer or it is payable in an amount based on the price of the  issuer's  common
stock at the time of maturity.  Both alternatives present a risk that the amount
payable at maturity will be less than the  principal  amount of the debt because
the price of the  issuer's  common  stock  might  not be as high as the  Manager
expected.

     |X| Hedging.  Although the Fund does not  anticipate  the  extensive use of
hedging instruments, the Fund can use hedging instruments. To attempt to protect
against declines in the market value of the Fund's portfolio, to permit the Fund
to retain  unrealized  gains in the value of  portfolio  securities  which  have
appreciated,  or to facilitate  selling securities for investment  reasons,  the
Fund could:

          o sell futures contracts,

          o buy puts on such futures or on securities, or

          o write covered calls on securities or futures. Covered calls can also
          be used to increase the Fund's income, but the Manager does not expect
          to engage extensively in that practice.

     The Fund can use hedging to establish a position in the  securities  market
as a temporary substitute for purchasing particular securities. In that case the
Fund would  normally seek to purchase the  securities  and then  terminate  that
hedging  position.  The Fund  might  also use this type of hedge to  attempt  to
protect against the possibility that its portfolio securities would not be fully
included in a rise in value of the market. To do so the Fund could:

o        buy futures, or
o        buy calls on such futures or on securities.

     The Fund is not  obligated  to use hedging  instruments,  even though it is
permitted  to use them in the  Manager's  discretion,  as described  below.  The
Fund's  strategy  of  hedging  with  futures  and  options  on  futures  will be
incidental  to  the  Fund's  activities  in  the  underlying  cash  market.  The
particular  hedging  instruments the Fund can use are described  below. The Fund
may employ new hedging  instruments and strategies  when they are developed,  if
those investment methods are consistent with the Fund's investment objective and
are permissible under applicable regulations governing the Fund.


     Futures.  The Fund can buy and sell  futures  contracts  that relate to (1)
broadly-based  stock indices  (these are referred to as "stock index  futures"),
(2) an  individual  stock  ("single  stock  futures"),  (3) other  broadly based
securities  indices  (these are referred to as  "financial  futures"),  (4) debt
securities  (these are  referred to as  "interest  rate  futures"),  (5) foreign
currencies  (these are referred to as "forward  contracts")  and (6) commodities
(these are referred to as "commodity futures").


     A  broadly-based  stock index is used as the basis for trading  stock index
futures.  They may in some cases be based on stocks of  issuers in a  particular
industry or group of industries.  A stock index assigns  relative  values to the
common stocks included in the index and its value  fluctuates in response to the
changes in value of the underlying  stocks. A stock index cannot be purchased or
sold directly. Financial futures are similar contracts based on the future value
of the basket of securities that comprise the index.  These  contracts  obligate
the seller to deliver,  and the  purchaser  to take,  cash to settle the futures
transaction.  There is no delivery made of the  underlying  securities to settle
the futures obligation. Either party may also settle the transaction by entering
into an offsetting contract.


     An interest rate future  obligates the seller to deliver (and the purchaser
to take)  cash or a  specified  type of debt  security  to  settle  the  futures
transaction.  Either party could also enter into an offsetting contract to close
out the  position.  Similarly,  a single  stock future  obligates  the seller to
deliver  (and the  purchaser  to take) cash or a  specified  equity  security to
settle the futures transaction. Either party could also enter into an offsetting
contract to close out the position. Single stock futures trade on a very limited
number of exchanges, with contracts typically not fungible among the exchanges.


     The Fund can invest a portion of its assets in commodity futures contracts.
Commodity  futures  may be based upon  commodities  within  five main  commodity
groups: (1) energy,  which includes crude oil, natural gas, gasoline and heating
oil; (2) livestock,  which  includes  cattle and hogs;  (3)  agriculture,  which
includes wheat, corn, soybeans,  cotton, coffee, sugar and cocoa; (4) industrial
metals,  which includes  aluminum,  copper,  lead, nickel, tin and zinc; and (5)
precious metals, which includes gold, platinum and silver. The Fund may purchase
and sell commodity futures  contracts,  options on futures contracts and options
and  futures on  commodity  indices  with  respect to these five main  commodity
groups and the individual  commodities within each group, as well as other types
of commodities.

     No  money is paid or  received  by the  Fund on the  purchase  or sale of a
future. Upon entering into a futures  transaction,  the Fund will be required to
deposit an initial  margin  payment with the futures  commission  merchant  (the
"futures  broker").  Initial  margin  payments will be deposited with the Fund's
custodian bank in an account  registered in the futures broker's name.  However,
the  futures  broker  can gain  access  to that  account  only  under  specified
conditions.  As the future is marked to market (that is, its value on the Fund's
books is  changed) to reflect  changes in its market  value,  subsequent  margin
payments,  called  variation  margin,  will be paid to or by the futures  broker
daily.


     At any time prior to expiration of the future,  the Fund may elect to close
out  its  position  by  taking  an  opposite  position,  at  which  time a final
determination  of variation  margin is made and any additional cash must be paid
by or released to the Fund.  Any loss or gain on the future is then  realized by
the Fund for tax purposes.  All futures  transactions (except forward contracts)
are effected  through a clearinghouse  associated with the exchange on which the
contracts are traded.


     Put and  Call  Options.  The Fund  may buy and  sell  certain  kinds of put
options  ("puts")  and  call  options  ("calls").  The  Fund  may buy  and  sell
exchange-traded  and  over-the-counter  put and call  options,  including  index
options, securities options, currency options,  commodities options, and options
on the other types of futures described above.

     Writing  Covered Call  Options.  The Fund can write (that is, sell) covered
calls. If the Fund sells a call option, it must be covered.  That means the Fund
must own the security subject to the call while the call is outstanding, or, for
certain types of calls,  the call may be covered by liquid assets  identified on
the Fund's  books to enable the Fund to satisfy its  obligations  if the call is
exercised. Up to 25% of the Fund's total assets may be subject to calls the Fund
writes.

     When the Fund writes a call on a security,  it receives  cash (a  premium).
The  Fund  agrees  to  sell  the  underlying   security  to  a  purchaser  of  a
corresponding  call on the  same  security  during  the call  period  at a fixed
exercise price  regardless of market price changes  during the call period.  The
call period is usually not more than nine months.  The exercise price may differ
from the market price of the underlying security.  The Fund has the risk of loss
that the price of the  underlying  security may decline  during the call period.
That risk may be offset to some extent by the premium the Fund receives.  If the
value of the  investment  does not rise above the call price,  it is likely that
the call will lapse  without being  exercised.  In that case the Fund would keep
the cash premium and the investment.

     When the Fund writes a call on an index,  it receives cash (a premium).  If
the buyer of the call exercises it, the Fund will pay an amount of cash equal to
the  difference  between the closing  price of the call and the exercise  price,
multiplied by a specified  multiple that  determines the total value of the call
for each point  difference.  If the value of the underlying  investment does not
rise above the call price,  it is likely that the call will lapse  without being
exercised. In that case, the Fund would keep the cash premium.

     The  Fund's  custodian  bank,  or a  securities  depository  acting for the
custodian bank,  will act as the Fund's escrow agent,  through the facilities of
the Options  Clearing  Corporation  ("OCC"),  as to the investments on which the
Fund has written  calls  traded on exchanges  or as to other  acceptable  escrow
securities.  In that way, no margin will be required for such transactions.  OCC
will release the  securities  on the  expiration  of the option or when the Fund
enters into a closing transaction.

     When the Fund writes an over-the-counter ("OTC") option, it will enter into
an  arrangement  with a primary  U.S.  government  securities  dealer which will
establish  a formula  price at which the Fund  will have the  absolute  right to
repurchase  that OTC option.  The  formula  price will  generally  be based on a
multiple of the premium  received  for the option,  plus the amount by which the
option is exercisable  below the market price of the  underlying  security (that
is, the option is "in the money").  When the Fund writes an OTC option,  it will
treat  as  illiquid  (for  purposes  of  its  restriction  on  holding  illiquid
securities)  the  mark-to-market  value of any OTC  option it holds,  unless the
option is subject to a buy-back agreement by the executing broker.

     To terminate its obligation on a call it has written, the Fund may purchase
a corresponding  call in a "closing  purchase  transaction."  The Fund will then
realize a profit or loss,  depending  upon  whether the net of the amount of the
option  transaction costs and the premium received on the call the Fund wrote is
more or less  than the  price of the call the Fund  purchases  to close  out the
transaction.  The Fund may  realize  a profit if the call  expires  unexercised,
because the Fund will retain the underlying security and the premium it received
when it wrote the call. Any such profits are considered short-term capital gains
for federal  income tax  purposes,  as are the  premiums on lapsed  calls.  When
distributed by the Fund they are taxable as ordinary income.  If the Fund cannot
effect a closing purchase  transaction due to the lack of a market, it will have
to hold the callable securities until the call expires or is exercised.

     The Fund may also  write  calls on a futures  contract  without  owning the
futures contract or securities  deliverable under the contract. To do so, at the
time the call is  written,  the  Fund  must  cover  the call by  identifying  an
equivalent  dollar amount of liquid  assets on the Fund's  books.  The Fund will
identify  additional  liquid  assets  on the  Fund's  books if the  value of the
identified  assets drops below 100% of the current value of the future.  Because
of this identification requirement, in no circumstances would the Fund's receipt
of an exercise  notice as to that  future  require the Fund to deliver a futures
contract.  It would simply put the Fund in a short  futures  position,  which is
permitted by the Fund's hedging policies.

     Writing  Put  Options.  The  Fund can sell put  options.  A put  option  on
securities  gives the purchaser the right to sell, and the writer the obligation
to buy,  the  underlying  investment  at the  exercise  price  during the option
period.  The Fund  will not write  puts if,  as a  result,  more than 50% of the
Fund's net assets  would be required  to be  identified  on the Fund's  books to
cover such put options.

     If the  Fund  writes  a put,  the put  must be  covered  by  liquid  assets
identified on the Fund's books. The premium the Fund receives from writing a put
represents a profit, as long as the price of the underlying  investment  remains
equal to or above the exercise price of the put. However,  the Fund also assumes
the obligation  during the option period to buy the underlying  investment  from
the buyer of the put at the exercise price,  even if the value of the investment
falls  below  the  exercise  price.  If a  put  the  Fund  has  written  expires
unexercised,  the Fund  realizes  a gain in the amount of the  premium  less the
transaction costs incurred.  If the put is exercised,  the Fund must fulfill its
obligation to purchase the  underlying  investment at the exercise  price.  That
price will usually  exceed the market value of the  investment  at that time. In
that case, the Fund may incur a loss if it sells the underlying investment. That
loss will be equal to the sum of the sale price of the underlying investment and
the premium  received  minus the sum of the exercise  price and any  transaction
costs the Fund incurred.

     When writing a put option on a security,  to secure its  obligation  to pay
for the  underlying  security the Fund will identify  liquid assets with a value
equal to or greater than the exercise  price of the underlying  securities.  The
Fund therefore  forgoes the  opportunity  of investing the identified  assets or
writing calls against those assets.

     As long as the Fund's  obligation  as the put writer  continues,  it may be
assigned an exercise notice by the broker-dealer through which the put was sold.
That notice will require the Fund to take  delivery of the  underlying  security
and pay the exercise price. The Fund has no control over when it may be required
to purchase the underlying security, since it may be assigned an exercise notice
at any time prior to the termination of its obligation as the writer of the put.
That obligation terminates upon expiration of the put. It may also terminate if,
before it receives  an  exercise  notice,  the Fund  effects a closing  purchase
transaction by purchasing a put of the same series as it sold. Once the Fund has
been  assigned  an  exercise  notice,   it  cannot  effect  a  closing  purchase
transaction.

     The Fund may decide to effect a closing  purchase  transaction to realize a
profit on an outstanding  put option it has written or to prevent the underlying
security  from being put.  Effecting a closing  purchase  transaction  will also
permit  the Fund to write  another  put option on the  security,  or to sell the
security and use the proceeds from the sale for other investments. The Fund will
realize  a profit  or loss  from a closing  purchase  transaction  depending  on
whether the cost of the  transaction  is less or more than the premium  received
from  writing  the put option.  Any profits  from  writing  puts are  considered
short-term  capital gains for federal tax purposes,  and when distributed by the
Fund, are taxable as ordinary income.

     Purchasing  Calls and Puts. The Fund can purchase calls to protect  against
the possibility that the Fund's portfolio will not participate in an anticipated
rise in the  securities  market.  When the  Fund  buys a call  (other  than in a
closing purchase transaction), it pays a premium. The Fund then has the right to
buy the underlying  investment from a seller of a corresponding call on the same
investment  during the call period at a fixed exercise price.  The Fund benefits
only if it sells the call at a profit or if, during the call period,  the market
price of the  underlying  investment is above the sum of the call price plus the
transaction  costs and the premium paid for the call and the Fund  exercises the
call.  If the Fund does not  exercise  the call or sell it  (whether or not at a
profit), the call will become worthless at its expiration date. In that case the
Fund will have paid the premium but lost the right to  purchase  the  underlying
investment.

     The Fund can buy puts whether or not it holds the underlying  investment in
its portfolio.  When the Fund purchases a put, it pays a premium and,  except as
to puts on indices, has the right to sell the underlying  investment to a seller
of a put on a corresponding investment during the put period at a fixed exercise
price.  Buying a put on an investment the Fund does not own (such as an index or
future)  permits the Fund to resell the put or to buy the underlying  investment
and sell it at the exercise  price.  The resale price will vary inversely to the
price of the  underlying  investment.  If the  market  price  of the  underlying
investment  is  above  the  exercise  price  and,  as a  result,  the put is not
exercised,  the put will become  worthless on its expiration  date. In that case
the Fund will have paid the  premium  but lost the right to sell the  underlying
investment.  However,  the Fund may sell the put prior to its  expiration.  That
sale may or may not be at a profit.


     Buying a put on an  investment  the Fund  does not own (such as an index or
future)  permits the Fund to resell the put or to buy the underlying  investment
and sell it at the exercise  price.  The resale price will vary inversely to the
price of the  underlying  investment.  If the  market  price  of the  underlying
investment  is  above  the  exercise  price  and,  as a  result,  the put is not
exercised, the put will become worthless on its expiration date.


     When the Fund  purchases  a call or put on an  index or  future,  it pays a
premium,  but  settlement  is in cash rather than by delivery of the  underlying
investment to the Fund. Gain or loss depends on changes in the index in question
(and thus on price movements in the securities  market generally) rather than on
price movements in individual securities or futures contracts.

     The Fund may buy a call or put only if,  after the  purchase,  the value of
all call and put options held by the Fund will not exceed 5% of the Fund's total
assets.

     Buying and Selling Options on Foreign Currencies. The Fund can buy and sell
calls and puts on foreign currencies.  They include puts and calls that trade on
a securities or commodities exchange or in the  over-the-counter  markets or are
quoted by major  recognized  dealers in such  options.  The Fund could use these
calls and puts to try to protect against declines in the dollar value of foreign
securities and increases in the dollar cost of foreign securities the Fund wants
to acquire.

     If the Manager anticipates a rise in the dollar value of a foreign currency
in which securities to be acquired are denominated,  the increased cost of those
securities may be partially  offset by purchasing  calls or writing puts on that
foreign currency.  If the Manager anticipates a decline in the dollar value of a
foreign  currency,  the  decline in the  dollar  value of  portfolio  securities
denominated  in that  currency  might be  partially  offset by writing  calls or
purchasing  puts on that foreign  currency.  However,  the currency  rates could
fluctuate in a direction adverse to the Fund's position. The Fund will then have
incurred option premium  payments and transaction  costs without a corresponding
benefit.

     A call the Fund writes on a foreign  currency is "covered" if the Fund owns
the  underlying  foreign  currency  covered by the call or has an  absolute  and
immediate  right to  acquire  that  foreign  currency  without  additional  cash
consideration (or it can do so for additional cash  consideration  identified on
its books) upon  conversion  or exchange of other  foreign  currency held in its
portfolio.


     The Fund  could  write a call on a  foreign  currency  to  provide  a hedge
against a decline in the U.S.  dollar value of a security which the Fund owns or
has the right to acquire and which is denominated in the currency underlying the
option.  That decline might be one that occurs due to an expected adverse change
in the exchange  rate.  This is known as a  "cross-hedging"  strategy.  In those
circumstances, the Fund covers the option by identifying on its books cash, U.S.
government  securities  or other  liquid  securities  in an amount  equal to the
exercise price of the option.


     Risks of Hedging with Options and Futures.  The use of hedging  instruments
requires  special  skills  and  knowledge  of  investment  techniques  that  are
different than what is required for normal portfolio management.  If the Manager
uses a  hedging  instrument  at the  wrong  time  or  judges  market  conditions
incorrectly,  hedging  strategies may reduce the Fund's  return.  The Fund could
also experience  losses if the prices of its futures and options  positions were
not correlated with its other investments.

     The Fund's option  activities could affect its portfolio  turnover rate and
brokerage commissions. The exercise of calls written by the Fund might cause the
Fund to sell related  portfolio  securities,  thus increasing its turnover rate.
The exercise by the Fund of puts on securities will cause the sale of underlying
investments,  increasing  portfolio  turnover.  Although the decision whether to
exercise a put it holds is within the Fund's control,  holding a put might cause
the Fund to sell the related investments for reasons that would not exist in the
absence of the put.

     The Fund could pay a brokerage  commission each time it buys a call or put,
sells a call or put, or buys or sells an  underlying  investment  in  connection
with the  exercise  of a call or put.  Those  commissions  could be  higher on a
relative  basis  than  the  commissions  for  direct  purchases  or sales of the
underlying  investments.  Premiums paid for options are small in relation to the
market value of the underlying investments.  Consequently,  put and call options
offer large  amounts of  leverage.  The  leverage  offered by trading in options
could  result in the Fund's net asset value being more  sensitive  to changes in
the value of the underlying investment.

     If a covered call written by the Fund is  exercised on an  investment  that
has increased in value,  the Fund will be required to sell the investment at the
call  price.  It will not be able to realize  any profit if the  investment  has
increased in value above the call price.


     An  option  position  may be  closed  out  only on a market  that  provides
secondary trading for options of the same series, and there is no assurance that
a liquid secondary market will exist for any particular  option.  The Fund might
experience  losses if it could not close out a position  because of an  illiquid
market for the future or option.

     There is a risk in using  short  hedging by selling  futures or  purchasing
puts on broadly-based  indices or futures to attempt to protect against declines
in the value of the Fund's portfolio securities.  The risk is that the prices of
the futures or the applicable index will correlate imperfectly with the behavior
of the cash prices of the Fund's  securities.  For example,  it is possible that
while the Fund has used hedging  instruments in a short hedge,  the market might
advance  and the value of the  securities  held in the  Fund's  portfolio  might
decline. If that occurred,  the Fund would lose money on the hedging instruments
and also experience a decline in the value of its portfolio securities. However,
while this could occur for a very brief period or to a very small  degree,  over
time the value of a diversified portfolio of securities will tend to move in the
same direction as the indices upon which the hedging instruments are based.

     The risk of  imperfect  correlation  increases  as the  composition  of the
Fund's portfolio diverges from the securities  included in the applicable index.
To  compensate  for the imperfect  correlation  of movements in the price of the
portfolio  securities  being  hedged and  movements  in the price of the hedging
instruments,  the Fund might use hedging  instruments in a greater dollar amount
than the dollar amount of portfolio  securities being hedged.  It might do so if
the historical volatility of the prices of the portfolio securities being hedged
is more than the historical volatility of the applicable index.

     The ordinary  spreads  between  prices in the cash and futures  markets are
subject to  distortions,  due to  differences  in the  nature of those  markets.
First,  all participants in the futures market are subject to margin deposit and
maintenance   requirements.   Rather  than  meeting  additional  margin  deposit
requirements,   investors  may  close  futures  contracts   through   offsetting
transactions  which could distort the normal  relationship  between the cash and
futures  markets.  Second,  the  liquidity  of the  futures  market  depends  on
participants entering into offsetting  transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,  liquidity
in the futures market could be reduced, thus producing  distortion.  Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities markets.  Therefore,
increased participation by speculators in the futures market may cause temporary
price distortions.

     The Fund  can use  hedging  instruments  to  establish  a  position  in the
securities  markets as a temporary  substitute  for the  purchase of  individual
securities  (long  hedging)  by buying  futures  and/or  calls on such  futures,
broadly-based  indices or on securities.  It is possible that when the Fund does
so the  market  might  decline.  If the Fund  then  concludes  not to  invest in
securities  because of concerns  that the market  might  decline  further or for
other reasons,  the Fund will realize a loss on the hedging  instruments that is
not offset by a reduction in the price of the securities purchased.

     Forward   Contracts.   Forward  contracts  are  foreign  currency  exchange
contracts.  They are used to buy or sell foreign currency for future delivery at
a fixed  price.  The Fund  uses  them to "lock  in" the U.S.  dollar  price of a
security  denominated in a foreign currency that the Fund has bought or sold, or
to protect  against  possible  losses from changes in the relative values of the
U.S.  dollar and a foreign  currency.  The Fund  limits its  exposure in foreign
currency  exchange  contracts in a particular  foreign currency to the amount of
its assets denominated in that currency or a  closely-correlated  currency.  The
Fund may also use  "cross-hedging"  where the Fund  hedges  against  changes  in
currencies other than the currency in which a security it holds is denominated.

     Under a forward contract,  one party agrees to purchase,  and another party
agrees to sell, a specific currency at a future date. That date may be any fixed
number of days from the date of the  contract  agreed upon by the  parties.  The
transaction  price  is set at the time  the  contract  is  entered  into.  These
contracts are traded in the inter-bank market conducted  directly among currency
traders (usually large commercial banks) and their customers.

     The Fund may use forward  contracts to protect  against  uncertainty in the
level of future exchange rates. The use of forward  contracts does not eliminate
the risk of  fluctuations  in the prices of the  underlying  securities the Fund
owns or intends  to  acquire,  but it does fix a rate of  exchange  in  advance.
Although  forward  contracts  may  reduce the risk of loss from a decline in the
value of the hedged currency,  at the same time they limit any potential gain if
the value of the hedged currency increases.

     When the Fund enters into a contract for the purchase or sale of a security
denominated in a foreign  currency,  or when it anticipates  receiving  dividend
payments in a foreign  currency,  the Fund might  desire to  "lock-in"  the U.S.
dollar  price of the  security or the U.S.  dollar  equivalent  of the  dividend
payments.  To do so,  the Fund  could  enter  into a  forward  contract  for the
purchase or sale of the amount of foreign  currency  involved in the  underlying
transaction, in a fixed amount of U.S. dollars per unit of the foreign currency.
This is called a  "transaction  hedge." The  transaction  hedge will protect the
Fund against a loss from an adverse change in the currency exchange rates during
the period  between the date on which the  security is  purchased  or sold or on
which the payment is  declared,  and the date on which the  payments are made or
received.

     The Fund could also use forward  contracts to lock in the U.S. dollar value
of  portfolio  positions.  This is  called  a  "position  hedge."  When the Fund
believes that foreign  currency might suffer a substantial  decline  against the
U.S.  dollar,  it could enter into a forward  contract to sell an amount of that
foreign currency  approximating the value of some or all of the Fund's portfolio
securities denominated in that foreign currency. When the Fund believes that the
U.S. dollar might suffer a substantial  decline against a foreign  currency,  it
could enter into a forward  contract to buy that  foreign  currency  for a fixed
dollar amount.  Alternatively,  the Fund might enter into a forward  contract to
sell a different  foreign  currency for a fixed U.S.  dollar  amount if the Fund
believes that the U.S. dollar value of the foreign  currency to be sold pursuant
to its forward contract will fall whenever there is a decline in the U.S. dollar
value of the currency in which portfolio securities of the Fund are denominated.
That is referred to as a "cross hedge."


     The Fund will cover its short position in these cases by identifying on its
books liquid assets  having a value equal to the aggregate  amount of the Fund's
commitment  under  forward  contracts.  The Fund  will not  enter  into  forward
contracts or maintain a net exposure to such  contracts if the  consummation  of
the contracts  would obligate the Fund to deliver an amount of foreign  currency
in  excess of the  value of the  Fund's  portfolio  securities  or other  assets
denominated  in that  currency  or another  currency  that is the subject of the
hedge.


     However,  to avoid excess  transactions and transaction costs, the Fund may
maintain  a net  exposure  to  forward  contracts  in excess of the value of the
Fund's portfolio securities or other assets denominated in foreign currencies if
the excess amount is "covered" by liquid securities denominated in any currency.
The cover must be at least equal at all times to the amount of that  excess.  As
one  alternative,  the Fund may  purchase a call option  permitting  the Fund to
purchase the amount of foreign  currency being hedged by a forward sale contract
at a price no higher than the forward  contract price.  As another  alternative,
the Fund may  purchase  a put option  permitting  the Fund to sell the amount of
foreign currency  subject to a forward  purchase  contract at a price as high or
higher than the forward contact price.

     The precise  matching of the amounts under forward  contracts and the value
of the securities  involved  generally  will not be possible  because the future
value  of  securities  denominated  in  foreign  currencies  will  change  as  a
consequence of market movements between the date the forward contract is entered
into and the date it is sold. In some cases the Manager might decide to sell the
security  and  deliver  foreign   currency  to  settle  the  original   purchase
obligation.  If the  market  value of the  security  is less than the  amount of
foreign  currency  the Fund is  obligated  to  deliver,  the Fund  might have to
purchase  additional  foreign  currency on the "spot"  (that is, cash) market to
settle the security trade.  If the market value of the security  instead exceeds
the amount of foreign  currency  the Fund is  obligated to deliver to settle the
trade,  the Fund  might  have to sell on the  spot  market  some of the  foreign
currency  received  upon  the sale of the  security.  There  will be  additional
transaction costs on the spot market in those cases.

     The  projection  of  short-term  currency  market  movements  is  extremely
difficult,  and the  successful  execution of a short-term  hedging  strategy is
highly uncertain.  Forward contracts involve the risk that anticipated  currency
movements will not be accurately  predicted,  causing the Fund to sustain losses
on these contracts and to pay additional  transactions costs. The use of forward
contracts  in this  manner  might  reduce  the Fund's  performance  if there are
unanticipated  changes in currency  prices to a greater  degree than if the Fund
had not entered into such contracts.

     At or before the maturity of a forward contract  requiring the Fund to sell
a currency,  the Fund might sell a portfolio  security and use the sale proceeds
to make delivery of the currency.  In the  alternative the Fund might retain the
security  and offset its  contractual  obligation  to deliver  the  currency  by
purchasing a second contract.  Under that contract the Fund will obtain,  on the
same  maturity  date,  the same amount of the  currency  that it is obligated to
deliver.  Similarly, the Fund might close out a forward contract requiring it to
purchase a specified currency by entering into a second contract entitling it to
sell the same  amount of the same  currency  on the  maturity  date of the first
contract.  The Fund would  realize a gain or loss as a result of  entering  into
such an offsetting forward contract under either circumstance.  The gain or loss
will  depend on the  extent  to which the  exchange  rate or rates  between  the
currencies  involved moved between the execution dates of the first contract and
offsetting contract.

     The costs to the Fund of engaging in forward  contracts varies with factors
such as the  currencies  involved,  the  length of the  contract  period and the
market conditions then prevailing. Because forward contracts are usually entered
into on a principal  basis,  no  brokerage  fees or  commissions  are  involved.
Because these  contracts  are not traded on an exchange,  the Fund must evaluate
the credit and performance risk of the counterparty under each forward contract.

     Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign  currencies into U.S. dollars on a
daily basis.  The Fund may convert foreign  currency from time to time, and will
incur  costs in doing  so.  Foreign  exchange  dealers  do not  charge a fee for
conversion, but they do seek to realize a profit based on the difference between
the prices at which they buy and sell various  currencies.  Thus, a dealer might
offer to sell a foreign  currency  to the Fund at one  rate,  while  offering  a
lesser  rate of  exchange  if the Fund  desires to resell  that  currency to the
dealer.

     Regulatory Aspects of Hedging  Instruments.  When using futures and options
on futures,  the Fund is  required  to operate  within  certain  guidelines  and
restrictions  with  respect  to  the  use  of  futures  as  established  by  the
Commodities Futures Trading Commission (the "CFTC"). In particular,  the Fund is
exempted from  registration  with the CFTC as a "commodity pool operator" if the
Fund complies with the  requirements  of Rule 4.5 adopted by the CFTC.  The Rule
does not limit the  percentage of the Fund's assets that may be used for futures
margin and related options premiums for a bona fide hedging  position.  However,
under the Rule,  the Fund must limit its aggregate  initial  futures  margin and
related  options  premiums  to not more than 5% of the  Fund's  net  assets  for
hedging  strategies that are not considered bona fide hedging  strategies  under
the Rule.  Under the Rule,  the Fund must also use short  futures and options on
futures solely for bona fide hedging  purposes  within the meaning and intent of
the applicable provisions of the Commodity Exchange Act.

     Transactions in options by the Fund are subject to limitations  established
by the option exchanges.  The exchanges limit the maximum number of options that
may be  written or held by a single  investor  or group of  investors  acting in
concert.  Those limits apply  regardless  of whether the options were written or
purchased on the same or different exchanges or are held in one or more accounts
or through one or more different exchanges or through one or more brokers. Thus,
the number of options that the Fund may write or hold may be affected by options
written or held by other entities,  including other investment  companies having
the same  Advisor as the Fund (or an Advisor  that is an affiliate of the Fund's
Advisor). The exchanges also impose position limits on Futures transactions.  An
exchange  may order the  liquidation  of  positions  found to be in violation of
those limits and may impose certain other sanctions.


     Under  interpretations  of staff  members of the SEC  regarding  applicable
provisions of the Investment  Company Act, when the Fund purchases a future,  it
must  segregate cash or readily  marketable  short-term  debt  instruments in an
amount  equal to the  purchase  price of the  future,  less the  margin  deposit
applicable to it.


     Tax  Aspects of  Certain  Hedging  Instruments.  Certain  foreign  currency
exchange  contracts  in which the Fund may invest are treated as  "Section  1256
contracts" under the Internal Revenue Code. In general, gains or losses relating
to Section 1256 contracts are  characterized as 60% long-term and 40% short-term
capital  gains or losses  under the Code.  However,  foreign  currency  gains or
losses arising from Section 1256 contracts that are forward contracts  generally
are treated as ordinary income or loss. In addition, Section 1256 contracts held
by the  Fund  at the  end of  each  taxable  year  are  "marked-to-market,"  and
unrealized  gains or losses are  treated  as though  they were  realized.  These
contracts also may be  marked-to-market  for purposes of determining  the excise
tax applicable to investment company  distributions and for other purposes under
rules prescribed  pursuant to the Internal Revenue Code. An election can be made
by the Fund to exempt those transactions from this marked-to-market treatment.

     Certain  forward  contracts the Fund enters into may result in  "straddles"
for federal income tax purposes. The straddle rules may affect the character and
timing  of gains  (or  losses)  recognized  by the Fund on  straddle  positions.
Generally,  a loss  sustained  on the  disposition  of a  position  making  up a
straddle is allowed  only to the extent that the loss  exceeds any  unrecognized
gain in the  offsetting  positions  making up the straddle.  Disallowed  loss is
generally  allowed  at the  point  where  there is no  unrecognized  gain in the
offsetting  positions  making up the  straddle,  or the  offsetting  position is
disposed of.

               Under the Internal  Revenue Code,  the following  gains or losses
               are treated as ordinary income or loss:

               1. gains or losses attributable to fluctuations in exchange rates
               that occur  between the time the Fund  accrues  interest or other
               receivables or accrues expenses or other liabilities  denominated
               in a foreign  currency  and the time the Fund  actually  collects
               such receivables or pays such liabilities, and

               2. gains or losses attributable to fluctuations in the value of a
               foreign  currency  between  the  date  of  acquisition  of a debt
               security  denominated in a foreign  currency or foreign  currency
               forward contracts and the date of disposition.

     Currency  gains and losses are offset  against  market  gains and losses on
each  trade  before  determining  a net  "Section  988"  gain or loss  under the
Internal Revenue Code for that trade,  which may increase or decrease the amount
of the Fund's investment income available for distribution to its shareholders.

               Investment  in  Other  Investment  Companies.  The  Fund can also
               invest in the securities of other investment companies, which can
               include  open-end  funds,  closed-end  funds and unit  investment
               trusts, subject to the limits set forth in the Investment Company
               Act that apply to those types of  investments.  For example,  the
               Fund can invest in  Exchange-Traded  Funds,  which are  typically
               open-end  funds  or unit  investment  trusts,  listed  on a stock
               exchange.  The Fund might do so as a way of gaining  exposure  to
               the segments of the equity or fixed-income markets represented by
               the Exchange-Traded Funds' portfolio,  at times when the Fund may
               not be able to buy those portfolio securities directly.


     Investing  in  another  investment  company  may  involve  the  payment  of
substantial  premiums  above the value of such  investment  company's  portfolio
securities and is subject to limitations  under the Investment  Company Act. The
Fund does not intend to invest in other investment  companies unless the Manager
believes that the potential  benefits of the  investment  justify the payment of
any premiums or sales charges.  As a shareholder of an investment  company,  the
Fund  would  be  subject  to its  ratable  share  of that  investment  company's
expenses,  including its advisory and administration expenses. At the sane time,
the Fund would bear its own management  fees and other  expenses.  The Fund does
not  anticipate  investing a  substantial  amount of its net assets in shares of
other investment companies.

     |X| Temporary Defensive and Interim Investments.  When market,  economic or
political  conditions  are  unstable,  or the Manager  believes it is  otherwise
appropriate  to reduce  holdings in stocks,  the Fund can invest in a variety of
debt  securities  for  defensive  purposes.  The Fund can  also  purchase  these
securities  for liquidity  purposes to meet cash needs due to the  redemption of
Fund shares, or to hold while waiting to reinvest cash received from the sale of
other portfolio securities. The Fund can hold cash or buy:


     o high-quality (rated in the top rating categories of nationally-recognized
     rating organizations or deemed by the Manager to be of comparable quality),
     short-term  money market  instruments,  including those issued by the U. S.
     Treasury or other government agencies,

               o commercial paper  (short-term,  unsecured,  promissory notes of
          domestic or foreign  companies) rated in the top two rating categories
          of a nationally recognizes rating organization,

               o debt  obligations of corporate or foreign  government  issuers,
          rated  investment  grade  (rated  at least  Baa by  Moody's  Investors
          Service, Inc. or at least BBB by Standard & Poor's Corporation, or
          a  comparable  rating by  another  rating  organization),  or  unrated
          securities judge by the Manager to have a comparable  quality to rated
          securities in those categories,

               o  certificates  of deposit and bankers'  acceptances of domestic
          and foreign banks and savings and loan associations,  and o repurchase
          agreements.

     Short-term debt securities would normally be selected for defensive or cash
management  purposes  because they can normally be disposed of quickly,  are not
generally subject to significant fluctuations in principal value and their value
will be less subject to interest rate risk than longer-term debt securities.

Investment Restrictions

     |X|  What  Are  "Fundamental  Policies?"  Fundamental  policies  are  those
policies that the Fund has adopted to govern its investments that can be changed
only by the vote of a "majority" of the Fund's  outstanding  voting  securities.
Under the  Investment  Company Act, a "majority"  vote is defined as the vote of
the holders of the lesser of:

               o 67% or more of the shares  present or represented by proxy at a
               shareholder  meeting,  if the  holders  of more  than  50% of the
               outstanding shares are present or represented by proxy, or

               o more than 50% of the outstanding shares.


     The Fund's  investment  objective is a fundamental  policy.  Other policies
described in the  Prospectus  or this  Statement of Additional  Information  are
"fundamental"  only if they are identified as such. The Fund's Board of Trustees
can change  non-fundamental  policies  without  shareholder  approval.  However,
significant  changes to investment  policies will be described in supplements or
updates to the  Prospectus  or this  Statement  of  Additional  Information,  as
appropriate.  The Fund's  principal  investment  policies  are  described in the
Prospectus.



     |X| What Are The Fund's  Additional  Fundamental  Policies?  The  following
investment restrictions are fundamental policies of the Fund.

               o The Fund cannot 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.

               o The  Fund  cannot  concentrate  investments  in any  particular
               industry.  That  means it cannot  invest 25% or more of its total
               assets in companies in any one industry.

               o The Fund cannot lend  money.  However,  the Fund can enter into
               repurchase  transactions and can invest in all or a portion of an
               issue of bonds,  debentures,  commercial  paper or other  similar
               corporate   obligations,   whether  or  not  they  are   publicly
               distributed.  Investments  in  obligations  that are not publicly
               distributed are subject to any applicable  percentage  limitation
               on the Fund's holdings of illiquid and restricted securities. The
               Fund  may also  lend  its  portfolio  securities  subject  to any
               restrictions adopted by the Board of Trustees.

               o The Fund  cannot  invest in real  estate or  interests  in real
               estate.   However,  the  Fund  can  purchase   readily-marketable
               securities of companies  holding real estate or interests in real
               estate.

               o The Fund cannot issue  "senior  securities,"  but this does not
               prohibit  certain  investment  activities for which assets of the
               Fund 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 The Fund cannot  underwrite  securities of other  companies.  A
               permitted  exception is in case it is deemed to be an underwriter
               under the  Securities  Act of 1933 when  reselling any securities
               held in its own portfolio

               o The Fund cannot invest in commodities  or commodity  contracts,
               other than the hedging instruments  permitted by any of its other
               investment  policies.  It does not  matter  whether  the  hedging
               instrument is considered to be a commodity or commodity contract.

     Another  fundamental policy adopted by the Fund permits it to invest all of
its assets in the securities of a single open-end management  investment company
for which the Manager,  one of its subsidiaries or a successor is the investment
Advisor or sub-Advisor.  That fund must have  substantially the same fundamental
investment  objective,  policies and  limitations as the Fund. This policy would
permit the Fund to adopt a "master-feeder"  structure. Under that structure, the
Fund  would be a  "feeder"  fund and would  invest all of its assets in a single
pooled  "master fund" in which other feeder funds could also invest.  This could
enable the Fund to take advantage of potential operational and cost efficiencies
in the  master-feeder  structure.  The Fund has no present intention of adopting
the master-feeder  structure. If it did so, the Prospectus and this Statement of
Additional  Information would be revised accordingly.  In addition, the Fund may
invest  in  funds  selected  by  a  Trustee  of  the  Fund  under  its  Deferred
Compensation Plan for Disinterested Trustees.

     |X| Does the Fund Have Any Restrictions That Are Not Fundamental?  The Fund
has a number of other investment restrictions that are not fundamental policies,
which  means  that  they  can  be  changed  by the  Board  of  Trustees  without
shareholder approval.

               o The  Fund  cannot  invest  in  companies  for  the  purpose  of
               acquiring control or management of them.

               o The Fund cannot  purchase  securities on margin.  However,  the
               Fund may  make  margin  deposits  in  connection  with any of the
               hedging  instruments  permitted  by any of its  other  investment
               policies.

               o The Fund cannot  invest in or hold  securities of any issuer if
               officers  and  Trustees of the Fund or the  Manager  individually
               beneficially  own more than 1/2 of 1% of the  securities  of that
               issuer and  together own more than 5% of the  securities  of that
               issuer.

               o The Fund cannot mortgage or pledge any of its assets.  However,
               this does not prohibit the escrow  arrangements  contemplated  by
               the writing of covered call options or other collateral or margin
               arrangements  in connection  with any of the hedging  instruments
               permitted by any of its other investment policies.

     Unless the  Prospectus or this Statement of Additional  Information  states
that a percentage  restriction  applies on an ongoing basis,  it applies only at
the time the Fund makes an investment. The Fund need not sell securities to meet
the percentage limits if the value of the investment  increases in proportion to
the size of the Fund.

     For purposes of the Fund's policy not to  concentrate  its  investments  as
described above, the Fund has adopted the industry  classifications set forth in
Appendix  A  to  this  Statement  of  Additional  Information.  This  is  not  a
fundamental policy.

How the Fund is Managed

               Organization  and History.  The Fund is an open-end,  diversified
               management   investment  company  with  an  unlimited  number  of
               authorized shares of beneficial interest.  The Fund was organized
               as a Massachusetts business trust in May, 1996.

     |X| Classes of Shares.  The Trustees are  authorized,  without  shareholder
approval,  to create  new  series  and  classes  of  shares.  The  Trustees  may
reclassify  unissued  shares of the Fund into  additional  series or  classes of
shares.  The  Trustees  also may divide or combine  the shares of a class into a
greater or lesser number of shares without changing the proportionate beneficial
interest of a  shareholder  in the Fund.  Shares do not have  cumulative  voting
rights or preemptive or subscription rights. Shares may be voted in person or by
proxy at shareholder meetings.

     The Fund  currently  has four classes of shares:  Class A, Class B, Class C
and  Class  N.  All  classes  invest  in the  same  investment  portfolio.  Only
retirement plans may purchase Class N shares. Each class of shares:

               o has its own dividends and distributions,

               o pays certain  expenses which may be different for the different
               classes,

               o may have a different net asset value,

               o may have separate  voting rights on matters in which  interests
               of one class are different from interests of another class, and

               o votes as a class on matters that affect that class alone.

     Shares are freely  transferable,  and each share of each class has one vote
at shareholder meetings, with fractional shares voting proportionally on matters
submitted  to the vote of  shareholders.  Each share of the Fund  represents  an
interest in the Fund  proportionately  equal to the interest of each other share
of the same class.

     |X| Meetings of Shareholders.  As a Massachusetts  business trust, the Fund
is not required to hold, and does not plan to hold,  regular annual  meetings of
shareholders.  The  Fund  will  hold  meetings  when  required  to do so by  the
Investment  Company  Act or  other  applicable  law.  It will  also do so when a
shareholder  meeting is called by the  Trustees  or upon  proper  request of the
shareholders.

     Shareholders  have the right,  upon the  declaration  in writing or vote of
two-thirds  of the  outstanding  shares of the Fund,  to remove a  Trustee.  The
Trustees will call a meeting of shareholders to vote on the removal of a Trustee
upon the written request of the record holders of 10% of its outstanding shares.
If the  Trustees  receive a request from at least 10  shareholders  stating that
they wish to communicate with other  shareholders to request a meeting to remove
a Trustee,  the  Trustees  will then  either  make the Fund's  shareholder  list
available  to  the  applicants  or  mail  their   communication   to  all  other
shareholders at the applicants'  expense.  The  shareholders  making the request
must have been  shareholders for at least six months and must hold shares of the
Fund  valued  at  $25,000  or more or  constituting  at least  1% of the  Fund's
outstanding  shares. The Trustees may also take other action as permitted by the
Investment Company Act.

     |X|  Shareholder  and Trustee  Liability.  The Fund's  Declaration of Trust
contains an express  disclaimer  of  shareholder  or Trustee  liability  for the
Fund's  obligations.  It also provides for  indemnification and reimbursement of
expenses out of the Fund's property for any shareholder  held personally  liable
for its obligations. The Declaration of Trust also states that upon request, the
Fund shall  assume the defense of any claim made against a  shareholder  for any
act or  obligation  of the Fund and shall  satisfy  any  judgment on that claim.
Massachusetts  law permits a shareholder  of a business trust (such as the Fund)
to be  held  personally  liable  as a  "partner"  under  certain  circumstances.
However,  the risk that a Fund  shareholder will incur financial loss from being
held  liable as a  "partner"  of the Fund is  limited to the  relatively  remote
circumstances in which the Fund would be unable to meet its obligations.

     The Fund's  contractual  arrangements  state that any person doing business
with the Fund (and each shareholder of the Fund) agrees under its Declaration of
Trust to look solely to the assets of the Fund for  satisfaction of any claim or
demand  that may arise out of any  dealings  with the  Fund.  Additionally,  the
Trustees  shall have no personal  liability  to any such  person,  to the extent
permitted by law.


               Board of Trustees and Oversight Committees.  The Fund is governed
               by a Board of Trustees,  which is responsible  for protecting the
               interests of shareholders  under  Massachusetts law. The Trustees
               meet  periodically  throughout  the year to  oversee  the  Fund's
               activities, review its performance, and review the actions of the
               Manager. Although the Fund will not normally hold annual meetings
               of its shareholders,  it may hold shareholder  meetings from time
               to time on important matters,  and shareholders have the right to
               call a  meeting  to  remove a  Trustee  or to take  other  action
               described in the Fund's Declaration of Trust.

     The Board of Trustees has an Audit  Committee,  a Regulatory  and Oversight
Committee, a Governance Committee and a Proxy Committee.  The Audit Committee is
comprised solely of Independent Trustees. The members of the Audit Committee are
Edward  Regan  (Chairman),  Kenneth  Randall  and  Russell  Reynolds.  The Audit
Committee  held 6 meetings  during the Fund's fiscal year ended August 31, 2003.
The Audit  Committee  provides  the Board  with  recommendations  regarding  the
selection of the Fund's  independent  auditor.  The Audit Committee also reviews
the scope and results of audits and the audit fees charged, reviews reports from
the  Fund's  independent  auditor  concerning  the  Fund's  internal  accounting
procedures,  and controls and reviews reports of the Manager's internal auditor,
among other duties as set forth in the Committee's charter.

     The members of the Regulatory  &  Oversight  Committee are Robert Galli
(Chairman),  Joel Motley and Phillip Griffiths.  The Regulatory &  Oversight
Committee  held 6 meetings  during the Fund's fiscal year ended August 31, 2003.
The Regulatory &  Oversight  Committee evaluates and reports to the Board on
the Fund's  contractual  arrangements,  including  the  Investment  Advisory and
Distribution  Agreements,   transfer  and  shareholder  service  agreements  and
custodian  agreements as well as the policies and procedures adopted by the Fund
to comply with the Investment  Company Act and other applicable law, among other
duties as set forth in the Committee's charter.

     The members of the Governance  Committee are Joel Motley (Acting Chairman),
Phillip Griffiths and Kenneth Randall. The Governance Committee held one meeting
during the Fund's fiscal year ended August 31, 2003.  The  Governance  Committee
reviews the Fund's  governance  guidelines,  the  adequacy of the Fund's Code of
Ethics, and develops  qualifications  criteria for Board members consistent with
the  Fund's  governance  guidelines,   among  other  duties  set  forth  in  the
Committee's charter.

     The members of the Proxy  Committee  are Edward Regan  (Chairman),  Russell
Reynolds and John Murphy.  The Proxy Committee held 2 meetings during the Fund's
fiscal year ended August 31, 2003. The Proxy  Committee  provides the Board with
recommendations for proxy voting and monitors proxy voting by the Fund.

               Trustees and Officers of the Fund. Except for Mr. Murphy, each of
               the  Trustees  is an  "Independent  Trustee",  as  defined in the
               Investment  Company Act. Mr. Murphy is an  "Interested  Trustee,"
               because  he is  affiliated  with the  Manager  by  virtue  of his
               positions  as an officer and  director of the  Manager,  and as a
               shareholder of its parent company.


     The Fund's Trustees and officers and their positions held with the Fund and
length of  service  in such  position(s)  and their  principal  occupations  and
business  affiliations during the past five years are listed in the chart below.
The information for the Trustees also includes the dollar range of shares of the
Fund as well as the aggregate dollar range of shares  beneficially  owned in any
of the Oppenheimer funds overseen by the Trustees.  All of the Trustees are also
trustees or  directors  of the  following  publicly  offered  Oppenheimer  funds
(referred to as "Board I Funds"):


Oppenheimer AMT-Free New York Municipals                    Oppenheimer Gold & Special Minerals Fund
Oppenheimer California Municipal Fund                       Oppenheimer Growth Fund
Oppenheimer Capital Appreciation Fund                       Oppenheimer International Growth Fund
Oppenheimer Capital Preservation Fund                       Oppenheimer International Small Company Fund
Oppenheimer Developing Markets Fund                         Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund                                  Oppenheimer Multiple Strategies Fund
Oppenheimer Emerging Growth Fund                            Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Technologies Fund                      Oppenheimer Multi-State Municipal Trust
Oppenheimer Enterprise Fund                                 Oppenheimer Municipal Bond Fund
Oppenheimer Global Fund                                     Oppenheimer Series Fund, Inc.
Oppenheimer Global Opportunities Fund                       Oppenheimer U.S. Government Trust


     In addition to being a trustee or director of the Board I Funds,  Mr. Galli
is also a director  or trustee of 10 other  portfolios  in the  OppenheimerFunds
complex.  Present or former  officers,  directors,  trustees and employees  (and
their immediate family members) of the Fund, the Manager and its affiliates, and
retirement  plans  established  by them for their  employees  are  permitted  to
purchase Class A shares of the Fund and the other Oppenheimer funds at net asset
value without  sales  charge.  The sales charges on Class A shares is waived for
that  group  because  of  the  economies  of  sales  efforts   realized  by  the
Distributor.


     Messrs.  Murphy,  Molleur,  Vottiero,  Wixted,  Bhaman and Zack,  and Mses.
Bechtolt,  Feld and Ives  respectively hold the same offices with one or more of
the other Board I Funds as with the Fund. As of September 30, 2003, the Trustees
and officers of the Fund, as a group,  owned of record or beneficially less than
1% of each class of shares of the Fund. The foregoing statement does not reflect
ownership  of shares of the Fund held of record by an employee  benefit plan for
employees of the  Manager,  other than the shares  beneficially  owned under the
plan by the officers of the Fund listed  above.  Mr. Murphy is a trustee of that
plan. In addition,  each Independent  Trustee, and his or her family members, do
not own  securities of either the Manager or Distributor of the Board I Funds or
any person  directly or  indirectly  controlling,  controlled by or under common
control with the Manager or Distributor.

               |X| Affiliated  Transactions and Material Business Relationships.
               Mr.  Reynolds has reported he has a  controlling  interest in The
               Directorship   Search  Group,  Inc.  ("The  Directorship   Search
               Group"),  a director  recruiting  firm that  provided  consulting
               services to  Massachusetts  Mutual Life Insurance  Company (which
               controls the Manager) for fees aggregating  $247,500 from January
               1, 2001 through  December 31, 2002. Mr.  Reynolds  estimates that
               The  Directorship   Search  Group  will  not  provide  consulting
               services to  Massachusetts  Mutual Life Insurance  Company during
               the calendar year 2003.


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

     The  address of each  Trustee  in the chart  below is 6803 S.  Tucson  Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his
or her resignation, retirement, death or removal.


                                                  Independent Trustees

Name,                        Principal Occupation(s) During Past 5 Years;               Dollar Range     Aggregate
                                                                                                         Dollar Range
                                                                                                         Of Shares
                                                                                                         Beneficially
                                                                                                         Owned in Any
                                                                                        of Shares        of the
Position(s) Held with Fund,  Other Trusteeships/Directorships Held by Trustee;          Beneficially     Oppenheimer
Length of Service,           Number of Portfolios in Fund Complex Currently Overseen    Owned in the     Funds Overseen
Age                          by Trustee                                                 Fund             by Trustee
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------------------------
                                                                                            As of December 31, 2002
---------------------------- ---------------------------------------------------------- ---------------------------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Clayton K. Yeutter,          Of Counsel (since 1993), Hogan & Hartson (a law firm).     $0               $50,001-$100,000
Chairman of the Board of     Other directorships: Weyerhaeuser Corp. (since 1999) and
Trustees since 2003;         Danielson Holding Corp. (since 2002); formerly a
Trustee since 1996           director of Caterpillar, Inc. (1993-December 2002).
Age: 72                      Oversees 25 portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Robert G. Galli,             A trustee or director of other Oppenheimer funds.          Over $100,000    Over $100,000
Trustee since 1996           Formerly Trustee (May 2000-2002) of Research Foundation
Age: 70                      of AIMR (investment research, non-profit) and Vice
                             Chairman (October 1995-December 1997) of the Manager.
                             Oversees 35 portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Phillip A. Griffiths,        A director (since 1991) of the Institute for Advanced      $0               Over $100,000
Trustee, since 1999          Study, Princeton, N.J., a director (since 2001) of GSI
Age: 64                      Lumonics, a trustee (since 1983) of Woodward Academy, a
                             Senior Advisor (since 2001) of The Andrew W. Mellon
                             Foundation. A member of: the National Academy of
                             Sciences (since 1979), American Academy of Arts and
                             Sciences (since 1995), American Philosophical Society
                             (since 1996) and Council on Foreign Relations (since
                             2002). Formerly a director of Bankers Trust New York
                             Corporation (1994-1999). Oversees 25 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Joel W. Motley,              Director (since 2002) Columbia Equity Financial Corp.      $01              $01
Trustee since 2002           (privately-held financial adviser); Managing Director
Age: 53                      (since 2002) Carmona Motley, Inc. (privately-held
                             financial adviser); Formerly he held the following
                             positions: Managing Director (January 1998-December
                             2001), Carmona Motley Hoffman Inc. (privately-held
                             financial adviser); Managing Director (January
                             1992-December 1997), Carmona Motley & Co.
                             (privately-held financial adviser). Oversees 25
                             portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Kenneth A. Randall,          A director of Dominion Resources, Inc. (electric utility   $0               Over $100,000
Trustee since 1996           holding company) and Prime Retail, Inc. (real estate
Age: 76                      investment trust); formerly a director of Dominion
                             Energy, Inc. (electric power and oil & gas producer),
                             President and Chief Executive Officer of The Conference
                             Board, Inc. (international economic and business
                             research) and a director of Lumbermens Mutual Casualty
                             Company, American Motorists Insurance Company and
                             American Manufacturers Mutual Insurance Company.
                             Oversees 25 portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Edward V. Regan,             President, Baruch College, CUNY; a director of RBAsset     $1 - $10,000     $50,001-$100,000
Trustee since 1996           (real estate manager); a director of OffitBank; formerly
Age: 73                      Trustee, Financial Accounting Foundation (FASB and
                             GASB), Senior Fellow of Jerome Levy Economics Institute,
                             Bard College, Chairman of Municipal Assistance
                             Corporation for the City of New York, New York State
                             Comptroller and Trustee of New York State and Local
                             Retirement Fund. Oversees 25 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Russell S. Reynolds, Jr.,    Chairman (since 1993) of The Directorship Search Group,    $0               $10,001-$50,000
Trustee since 1996           Inc. (corporate governance consulting and executive
Age: 71                      recruiting); a life trustee of International House
                             (non-profit educational organization), and a trustee
                             (since 1996) of the Greenwich Historical Society.
                             Oversees 25 portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------- ---------------- ----------------
---------------------------- ---------------------------------------------------------- ---------------- ----------------
Donald W. Spiro,             Chairman  Emeritus  (since  January 1991) of the Manager.  Over $100,000    Over $100,000
Vice Chairman of the Board   Formerly a  director  (January  1969-August  1999) of the
of Trustees,                 Manager.  Oversees 25 portfolios in the  OppenheimerFunds
Trustee since 1996           complex.
Age: 77



                    1 Mr.  Motley  was  elected  as Trustee to the Board I Funds
                    effective October 10, 2002.

                    2. In accordance  with Rule 12b-1 of the Investment  Company
                    Act, the term  "Independent  Trustees" in this  Statement of
                    Additional  Information refers to those Trustees who are not
                    "interested  persons"  of the  Fund  and who do not have any
                    direct or indirect  financial  interest in the  operation of
                    the distribution plan or any agreement under the plan.




     The address of Mr. Murphy in the chart below is Two World Financial Center,
225 Liberty  Street,  11th Floor,  New York, NY 10080.  Mr. Murphy serves for an
indefinite term, until his retirement, resignation, death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                             Interested Director and Officer
---------------------------------------------------------------------------------------------------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Name,                         Principal Occupation(s) During Past 5 Years;                 Dollar Range    Aggregate
                                                                                                           Dollar Range
                                                                                                           Of Shares
                                                                                                           Beneficially
                                                                                           of Shares       Owned in Any
Position(s) Held with Fund,   Other Trusteeships/Directorships Held by Trustee;            Beneficially    of the
Length of Service             Number of Portfolios in Fund Complex Currently Overseen by   Owned in the    Oppenheimer
Age                           Trustee                                                      Fund            Funds
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------------------------
                                                                                               As of December 31, 2002
----------------------------- ------------------------------------------------------------ --------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
John V. Murphy, President     Chairman, Chief Executive Officer and director (since June   $0               Over $100,000
and Trustee,                  2001) and President (since September 2000) of the Manager;
Trustee since 2001            President and a director or trustee of other Oppenheimer
Age: 54                       funds; President and a director (since July 2001) of
                              Oppenheimer Acquisition Corp. (the Manager's parent
                              holding company) and of Oppenheimer Partnership Holdings,
                              Inc. (a holding company subsidiary of the Manager); a
                              director (since November 2001) of OppenheimerFunds
                              Distributor, Inc. (a subsidiary of the Manager); Chairman
                              and a director (since July 2001) of Shareholder Services,
                              Inc. and of Shareholder Financial Services, Inc. (transfer
                              agent subsidiaries of the Manager); President and a
                              director (since July 2001) of OppenheimerFunds Legacy
                              Program (a charitable trust program established by the
                              Manager); a director of the investment advisory
                              subsidiaries of the Manager: OFI Institutional Asset
                              Management, Inc. and Centennial Asset Management
                              Corporation (since November 2001), HarbourView Asset
                              Management Corporation and OFI Private Investments, Inc.
                              (since July 2001); President (since November 1, 2001) and
                              a director (since July 2001) of Oppenheimer Real Asset
                              Management, Inc.; a director (since November 2001) of
                              Trinity Investment Management Corp. and Tremont Advisers,
                              Inc. (investment advisory affiliates of the Manager);
                              Executive Vice President (since February 1997) of
                              Massachusetts Mutual Life Insurance Company (the Manager's
                              parent company); a director (since June 1995) of DLB
                              Acquisition Corporation (a holding company that owns the
                              shares of David L. Babson & Company, Inc.); formerly,
                              Chief Operating Officer (September 2000-June 2001) of the
                              Manager; President and trustee (November 1999-November
                              2001) of MML Series Investment Fund and MassMutual
                              Institutional Funds (open-end investment companies); a
                              director (September 1999-August 2000) of C.M. Life
                              Insurance Company; President, Chief Executive Officer and
                              director (September 1999-August 2000) of MML Bay State
                              Life Insurance Company; a director (June 1989-June 1998)
                              of Emerald Isle Bancorp and Hibernia Savings Bank (a
                              wholly-owned subsidiary of Emerald Isle Bancorp). Oversees
                              83 portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------

       The address of the Officers in the chart below is as follows: for Messrs.  Molleur,  Bhaman and Zack and Ms.
Feld, Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY 10080,  for Messrs.  Vottiero and
Wixted and Mses.  Bechtolt and Ives,  6803 S. Tucson Way,  Centennial,  CO  80112-3924.  Each Officer serves for an
annual term or until his or her retirement, resignation, death or removal.



                                                   Officers of the Fund

Name,                              Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund,
Length of Service,
Age
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Rajeev Bhaman, Vice President      Vice President of the Manager  (since  January 1997);  an officer of 1 portfolio in the
and Portfolio Manager since 1996   OppenheimerFunds  complex; formerly Assistant Vice President of the Manager (March 1996
Age: 39                            - January 1997).
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Brian W. Wixted,                   Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
Treasurer since 1999               (since March 1999) of HarbourView Asset Management Corporation, Shareholder Services,
Age: 43                            Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services,
                                   Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since
                                   March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May
                                   2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore
                                   fund management subsidiaries of the Manager); Treasurer and Chief Financial Officer
                                   (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of the
                                   Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and
                                   OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief
                                   Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services
                                   Division. Oversees 83 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Connie Bechtolt,                   Assistant Vice President of the Manager  (since September 1998); formerly Manager/Fund
Assistant Treasurer since 2002     Accounting (September 1994-September 1998) of the Manager. Oversees 83 portfolios in
Age: 40                            the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Philip Vottiero,                   Vice President/Fund Accounting of the Manager (since March 2002); formerly Vice
Assistant Treasurer since 2002     President/Corporate Accounting of the Manager (July 1999-March 2002) prior to which he
Age: 40                            was Chief Financial Officer at Sovlink Corporation (April 1996-June 1999). Oversees 83
                                   portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Robert G. Zack,                    Senior Vice President (since May 1985) and General Counsel (since February 2002) of
Secretary since 2001               the Manager; General Counsel and a director (since November 2001) of OppenheimerFunds
Age: 55                            Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of
                                   HarbourView Asset Management Corporation; Vice President and a director (since
                                   November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President,
                                   General Counsel and a director (since November 2001) of Shareholder Services, Inc.,
                                   Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust
                                   Company and OFI Institutional Asset Management, Inc.; General Counsel (since November
                                   2001) of Centennial Asset Management Corporation; a director (since November 2001) of
                                   Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since
                                   November 2001) of OppenheimerFunds International Ltd.; Vice President (since November
                                   2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of
                                   Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February
                                   2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant
                                   Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder
                                   Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International
                                   Ltd. and OppenheimerFunds plc (October 1997-November 2001). Oversees 83 portfolios in
                                   the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Katherine P. Feld,                 Vice President and Senior Counsel (since July 1999) of the Manager; Vice President
Assistant Secretary since 2001     (since June 1990) of OppenheimerFunds Distributor, Inc.; Director, Vice President and
Age: 45                            Assistant Secretary (since June 1999) of Centennial Asset Management Corporation; Vice
                                   President (since 1997) of Oppenheimer Real Asset Management, Inc.; formerly Vice
                                   President and Associate Counsel of the Manager (June 1990-July 1999). Oversees 83
                                   portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Kathleen T. Ives,                  Vice President and Assistant Counsel (since June 1998) of the Manager; Vice President
Assistant Secretary since 2001     (since 1999) of OppenheimerFunds Distributor, Inc.; Vice President and Assistant
Age: 37                            Secretary (since 1999) of Shareholder Services, Inc.; Assistant Secretary (since
                                   December 2001) of OppenheimerFunds Legacy Program and Shareholder Financial Services,
                                   Inc.; formerly Assistant Vice President and Assistant Counsel of the Manager (August
                                   1997-June 1998); Assistant Counsel of the Manager (August 1994-August 1997). Oversees
                                   83 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Denis R. Molleur,                  Vice President and Senior Counsel of the Manager (since July 1999); formerly a Vice
Assistant Secretary since 2001     President and Associate Counsel of the Manager (September 1995-July 1999). Oversees 74
Age: 45                            portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------



         |X|  Remuneration of Trustees.  The officers of the Fund and one of the Trustees of the Fund (Mr.  Murphy)
who are  affiliated  with the Manager  receive no salary or fee from the Fund.  The remaining  Trustees of the Fund
received the  compensation  shown below from the Fund with respect to the Fund's fiscal year ended August 31, 2003.
The  compensation  from all 31 of the Board I Funds  (including  the Fund)  represents  compensation  received  for
serving as a director or trustee  and member of a committee  (if  applicable)  of the boards of those funds  during
the calendar year ended December 31, 2002.




Trustee Name and Other Fund              Aggregate         Retirement         Estimated Annual     Total Compensation From
                                                                                                    All Oppenheimer Funds
                                                        Benefits Accrued    Retirement Benefits      For Which Individual
Position(s)                            Compensation      as Part of Fund      to be Paid Upon             Serves As
(as applicable)                         From Fund1          Expenses            Retirement2            Trustee/Director
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Clayton K. Yeutter                        $2,9473            $1,076               $36,372                  $71,792
Chairman of the Board
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Robert G. Galli                           $2,600             $1,626               $55,6784                $198,3865
Regulatory & Oversight Committee
Chairman
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Phillip Griffiths
Regulatory & Oversight
Committee Member and                      $1,4926             $388                $10,256                  $60,861
Governance Committee Member
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Leon Levy8                                $2,022               $0                 $11,352                  $173,700
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Benjamin Lipstein8                        $2,622              $522                $115,270                 $150,152
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Joel W. Motley                           $1,325 8              $4                    $0                    $14,453
Governance Committee
Acting Chairman and
Regulatory & Oversight
Committee Member
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Elizabeth B. Moynihan8                    $2,462             $1,975               $17,086                  $105,760
Study Committee Member
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Kenneth A. Randall                        $2,259              $415                $74,471                  $97,012
Audit Committee Member and
Governance Committee Member
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Edward V. Regan                           $2,234             $1,041               $46,313                  $95,960
Audit Committee Chairman
and Proxy Committee Chairman
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Russell S. Reynolds, Jr.                  $1,672             $1,153               $48,991                  $71,792
Proxy Committee Member and Audit
Committee Member
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
------------------------------------ ------------------ ------------------ ----------------------- -------------------------
Donald Spiro                              $1,492              $477                $9,3969                  $64,080
------------------------------------ ------------------ ------------------ ----------------------- -------------------------

1. Aggregate Compensation From Fund includes fees and deferred compensation,  if
any, for a Trustee.

2. Estimated Annual Retirement Benefits to be Paid Upon Retirement is based on a
straight  life payment plan  election  with the  assumption  that a Trustee will
retire at the age of 75 and is  eligible  (after 7 years of  service) to receive
retirement  plan  benefits  as  described  below  under   "Retirement  Plan  for
Trustees."

3. Includes $737 deferred by Mr.  Yeutter under the Deferred  Compensation  Plan
described below.

4. Includes  $24,989  estimated to be paid to Mr. Galli for serving as a trustee
or director of 10 other Oppenheimer funds that are not Board I Funds.

5.  Includes  $92,626 paid to Mr. Galli for serving as trustee or director of 10
other Oppenheimer funds that are not Board I Funds.

6. Includes  $1,492 deferred by Mr.  Griffiths  under the Deferred  Compensation
Plan described below.

7. Messrs. Levy and Lipstein and Ms. Moynihan retired as Trustees from the Board
I  Funds  effective  January  1,  2003,  March  31,  2003  and  July  31,  2003,
respectively.

8. Includes $132  deferred by Mr.  Motley under the Deferred  Compensation  Plan
described below.

9. The amount for Mr.  Spiro is based on the  assumption  that he will retire at
age 82 when he becomes  eligible to receive  retirement  plan benefits  (after 7
years of service).

|X| Retirement  Plan for Trustees.  The Fund has adopted a retirement  plan that
provides for payments to retired Independent Trustees. Payments are up to 80% of
the average  compensation paid during a Trustee's five years of service in which
the highest  compensation was received.  A Trustee must serve as trustee for any
of the  Board I Funds  for at least  seven  years in  order to be  eligible  for
retirement plan benefits and must serve for at least 15 years to be eligible for
the maximum  benefit.  Each  Trustee's  retirement  benefits  will depend on the
amount of the Trustee's future compensation and length of service. Therefore the
amount of those benefits  cannot be determined at this time, nor can we estimate
the number of years of credited  service  that will be used to  determine  those
benefits.

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

     Deferral of Trustees'  fees under the plan will not  materially  affect the
Fund's assets,  liabilities or net income per share.  The plan will not obligate
the Fund to retain the services of any Trustee or to pay any particular level of
compensation  to any  Trustee.  Pursuant to an Order issued by the SEC, the Fund
may  invest  in the  funds  selected  by the  Trustee  under  the  plan  without
shareholder  approval for the limited  purpose of  determining  the value of the
Trustee's deferred fee account.

     |X| Major  Shareholders.  As of September  30,  2003,  the only persons who
owned of record or were known by the Fund to own  beneficially 5% or more of any
class of the Fund's outstanding securities,  and their holdings of that class as
of that date, was the following:

Investors  Bank  &   Trust  Comp.  TR  FBO  Various   Retirement   Plans,  4
Manhattanville  Road,  Purchase,  NY 10577-2139,  which owned 66,592.483 Class N
shares (11.56%);

NFSC FEBO #251-072036,  First American Trust FSB TTEE, Nabisco Inc. UA 07/15/99,
Deferred Compensation Plan, 421 N. Main Street, Santa Ana, CA 92701-5617,  which
owned 65,380.460 Class N shares (11.35%);

Dale A. Chiara & Mark C. Yanalunas TR, UA 02/01/92, Design Systems Inc. 401K
& PAP, 38799 W 12 Mile Road,  Farmington  Hills, MI 48331-2903,  which owned
38,173.886 Class N shares (6.63%); and

MCB Trust Services TR.,  Centerprise  Savings Plan, 700 17th Street,  Denver, CO
80202-3531, which owned 37,735.502 Class N shares (6.55%).

The Manager.  The Manager is  wholly-owned by Oppenheimer  Acquisition  Corp., a
holding company  controlled by Massachusetts  Mutual Life Insurance  Company,  a
global, diversified insurance and financial services organization.


     |X| Code of Ethics.  The Fund, the Manager and the Distributor  have a Code
of Ethics.  It is designed to detect and prevent  improper  personal  trading by
certain employees, including portfolio managers, that would compete with or take
advantage of the Fund's portfolio transactions.  Covered persons include persons
with  knowledge of the  investments  and  investment  intentions of the Fund and
other funds  advised by the  Manager.  The Code of Ethics does permit  personnel
subject to the Code to invest in securities,  including  securities  that may be
purchased or held by the Fund, subject to a number of restrictions and controls.
Compliance  with the Code of Ethics is carefully  monitored  and enforced by the
Manager.


     The Code of Ethics is an exhibit to the Fund's registration statement filed
with the  Securities  and Exchange  Commission and can be reviewed and copied at
the SEC's Public Reference Room in Washington,  D.C. You can obtain  information
about the hours of operation of the Public  Reference Room by calling the SEC at
1.800.202.942.8090.  The Code of Ethics can also be viewed as part of the Fund's
registration statement on the SEC's EDGAR database at the SEC's Internet website
at  www.sec.gov.  Copies may be  obtained,  after paying a  duplicating  fee, by
electronic  request at the following E-mail address:  publicinfo@sec.gov,  or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

     |X| Portfolio  Proxy Voting.  The Fund has adopted  Portfolio  Proxy Voting
Policies  and  Procedures  under  which  the  Fund  votes  proxies  relating  to
securities   ("portfolio   proxies")  held  by  the  Fund.  The  Fund's  primary
consideration in voting portfolio proxies is the financial interests of the Fund
and its shareholders.  The Fund has retained an unaffiliated  third-party as its
agent to vote portfolio  proxies in accordance  with the Fund's  Portfolio Proxy
Voting  Guidelines and to maintain  records of such portfolio proxy voting.  The
Proxy Voting Guidelines include provisions to address conflicts of interest that
may arise  between the fund and OFI where an OFI  directly-controlled  affiliate
manages or administers the assets of a pension plan of a company  soliciting the
proxy. The Fund's  Portfolio Proxy Voting  Guidelines on routine and non-routine
proxy proposals are summarized below.

o The Fund votes with the  recommendation of the issuer's  management on routine
matters,   including   election  of  directors   nominated  by  management   and
ratification of auditors, unless circumstances indicate otherwise.

o In general, the Fund opposes anti-takeover  proposals and supports elimination
of anti-takeover proposals, absent unusual circumstances.

o The Fund  supports  shareholder  proposals  to  reduce a  super-majority  vote
requirement,  and opposes  management  proposals  to add a  super-majority  vote
requirement.

o The Fund opposes proposals to classify the board of directors.

o The Fund supports proposals to eliminate cumulative voting.

o The Fund opposes re-pricing of stock options.

o The Fund generally  considers executive  compensation  questions such as stock
option plans and bonus plans to be ordinary business activity. The Fund analyzes
stock option plans, paying particular  attention to their dilutive effect. While
the Fund  generally  supports  management  proposals,  the Fund opposes plans it
considers to be excessive.

     The Fund will be required to file new Form N-PX,  with its  complete  proxy
voting  record for the 12 months  ended June 30th,  no later than August 31st of
each year.  The first such filing is due no later than August 31, 2004,  for the
twelve months ended June 30, 2004. Once filed,  the Fund's Form N-PX filing will
be available (i) without charge,  upon request, by calling the Fund toll-free at
1.800.225.5677 and (ii) on the SEC's website at www.sec.gov.



     |X| The Investment  Advisory  Agreement.  The Manager  provides  investment
advisory  and  management  services  to the Fund  under an  investment  advisory
agreement  between the Manager and the Fund. The Manager selects  securities for
the Fund's portfolio and handles its day-to-day business.  The portfolio manager
of the Fund is  employed  by the  Manager  and is the person who is  principally
responsible for the day-to-day management of the Fund's portfolio. Other members
of the Manager's  Equity  Portfolio  Team,  provide the portfolio  managers with
counsel and support in managing the Fund's portfolio.


     The  agreement  requires the Manager,  at its expense,  to provide the Fund
with  adequate  office space,  facilities  and  equipment.  It also requires the
Manager to provide  and  supervise  the  activities  of all  administrative  and
clerical  personnel  required to provide effective  administration for the Fund.
Those  responsibilities  include the compilation and maintenance of records with
respect to its operations,  the preparation and filing of specified reports, and
composition of proxy materials and registration statements for continuous public
sale of shares of the Fund.


     The Fund pays  expenses  not  expressly  assumed by the  Manager  under the
advisory  agreement.  The advisory  agreement lists examples of expenses paid by
the Fund. The major categories 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. The management fees paid by
the Fund to the Manager are calculated at the rates described in the Prospectus,
which are applied to the assets of the Fund as a whole.  The fees are  allocated
to each class of shares  based upon the  relative  proportion  of the Fund's net
assets  represented by that class.  The management  fees paid by the Fund to the
Manager during its last three fiscal years are listed below.


Fiscal Years ended 8/31:          Management Fees Paid to OppenheimerFunds, Inc.

  2001                                               $2,204,570

  2002                                               $3,406,473

  2003                                               $4,792,388



     The  investment  advisory  agreement  states 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 the Fund  sustains  for any
investment,  adoption  of any  investment  policy,  or  the  purchase,  sale  or
retention of any security.

     The  agreement  permits  the Manager to act as  investment  advisor for any
other  person,  firm  or  corporation  and  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 Fund,  the Manager may  withdraw the right of the Fund to use the
name "Oppenheimer" as part of its name.


     |X| Annual Approval of Investment Advisory Agreement.  Each year, the Board
of Trustees,  including a majority of the Independent  Trustees,  is required to
approve the renewal of the investment advisory agreement. The Investment Company
Act requires  that the Board  request and evaluate and the Manager  provide such
information  as may  be  reasonably  necessary  to  evaluate  the  terms  of the
investment  advisory agreement.  The Board employs an independent  consultant to
prepare a report that provides such  information  as the Board requests for this
purpose.

     The Board also receives  information about the 12b-1  distribution fees the
Fund pays. These distribution fees are reviewed and approved at a different time
of the year.

     The Board reviewed the foregoing information in arriving at its decision to
renew  the  investment  advisory  agreement.  Among  other  factors,  the  Board
considered:

o The nature,  cost,  and quality of the  services  provided to the Fund and its
shareholders;

o The profitability of the Fund to the Manager;

o The  investment  performance  of the  Fund in  comparison  to  regular  market
indices;

o Economies of scale that may be available to the Fund from the Manager;

o Fees paid by other mutual funds for similar services;

o The value and quality of any other  benefits or services  received by the Fund
from its relationship with the Manager; and

o The direct and indirect  benefits the Manager  received from its  relationship
with the Fund.  These  included  services  provided by the  Distributor  and the
Transfer Agent,  and brokerage and soft dollar  arrangements  permissible  under
Section 28(e) of the Securities Exchange Act.

     The Board  considered  that the Manager must be able to pay and retain high
quality  personnel at  competitive  rates to provide  services to the Fund.  The
Board also considered that maintaining the financial viability of the Manager is
important  so that the  Manager  will be able to  continue  to  provide  quality
services  to the Fund and its  shareholders  in  adverse  times.  The Board also
considered  the  investment  performance  of other mutual  funds  advised by the
Manager.  The  Board is aware  that  there  are  alternatives  to the use of the
Manager.


     These matters were also  considered by the  Independent  Trustees,  meeting
separately from the full Board with experienced Counsel to the Fund who assisted
the Board in its deliberations. The Fund's Counsel is independent of the Manager
within the meaning and intent of the SEC Rules  regarding  the  independence  of
counsel.


     In arriving  at a decision,  the Board did not single out any one factor or
group of factors as being more important than other factors,  but considered all
factors  together.  The Board judged the terms and  conditions of the investment
advisory  agreement,  including the investment  advisory fee, in light of all of
the surrounding circumstances.

Brokerage Policies of the Fund


Brokerage Provisions of the Investment Advisory Agreement.  One of the duties of
the Manager under the investment  advisory agreement is to arrange the portfolio
transactions for the Fund. The advisory agreement contains  provisions  relating
to the employment of broker-dealers to effect the Fund's portfolio transactions.
The Manager is  authorized by the advisory  agreement to employ  broker-dealers,
including  "affiliated"  brokers,  as that  term is  defined  in the  Investment
Company Act. The Manager may employ  broker-dealers  that the Manager thinks, in
its best judgment based on all relevant factors will implement the policy of the
Fund to  obtain,  at  reasonable  expense,  the "best  execution"  of the Fund's
portfolio transactions.  "Best execution" means prompt and reliable execution at
the most  favorable  price  obtainable.  The Manager  need not seek  competitive
commission bidding.  However, it is expected to be aware of the current rates of
eligible brokers and to minimize the concessions  paid to the extent  consistent
with the  interests  and  policies  of the Fund as  established  by its Board of
Trustees.

     Under the  investment  advisory  agreement,  the Manager may select brokers
(other than affiliates) that provide  brokerage and/or research services for the
Fund and/or the other  accounts  over which the Manager or its  affiliates  have
investment  discretion.  The concessions paid to such brokers may be higher than
another  qualified  broker  would  charge,  if the  Manager  makes a good  faith
determination  that the  concession  is fair and  reasonable  in relation to the
services  provided.  Subject to those  considerations,  as a factor in selecting
brokers for the Fund's  portfolio  transactions,  the Manager may also  consider
sales of shares of the Fund and other investment companies for which the Manager
or an affiliate serves as investment advisor.


Brokerage Practices Followed by the Manager. The Manager allocates brokerage for
the Fund subject to the provisions of the investment  advisory agreement and the
procedures and rules described above. Generally, the Manager's portfolio traders
allocate  brokerage  based upon  recommendations  from the  Manager's  portfolio
managers. In certain instances, portfolio managers may directly place trades and
allocate  brokerage.  In either case, the Manager's executive officers supervise
the allocation of brokerage.

     Transactions  in  securities  other than those for which an exchange is the
primary  market  are  generally  done  with  principals  or  market  makers.  In
transactions  on  foreign  exchanges,  the Fund  may be  required  to pay  fixed
brokerage  commissions  and  therefore  would not have the benefit of negotiated
commissions available in U.S. markets.  Brokerage commissions are paid primarily
for effecting  transactions  in listed  securities  or for certain  fixed-income
agency transactions in the secondary market. Otherwise brokerage commissions are
paid only if it appears  likely that a better price or execution can be obtained
by doing so. In an option transaction,  the Fund ordinarily uses the same broker
for the purchase or sale of the option and any  transaction in the securities to
which the option  relates.  Other funds  advised by the Manager have  investment
policies  similar to those of the Fund.  Those other funds may  purchase or sell
the same securities as the Fund at the same time as the Fund, which could affect
the supply  and price of the  securities.  If two or more  funds  advised by the
Manager  purchase the same  security on the same day from the same  dealer,  the
transactions  under those combined orders are averaged as to price and allocated
in accordance with the purchase or sale orders actually placed for each account.


     In an option transaction,  the Fund ordinarily uses the same broker for the
purchase or sale of the option and any  transaction  in the  securities to which
the option relates.  Other funds advised by the Manager have investment policies
similar to those of the Fund.  Those other  funds may  purchase or sell the same
securities  as the Fund at the same time as the Fund,  which  could  affect  the
supply and price of the securities.  If two or more funds advised by the Manager
purchase  the  same  security  on  the  same  day  from  the  same  dealer,  the
transactions  under those combined orders are averaged as to price and allocated
in accordance with the purchase or sale orders actually placed for each account.


     The investment advisory agreement permits the Manager to allocate brokerage
for research services. The research services provided by a particular broker may
be useful  only to one or more of the  advisory  accounts of the Manager and its
affiliates.  The investment research received for the commissions of those other
accounts may be useful both to the Fund and one or more of the  Manager's  other
accounts. Investment research may be supplied to the Manager by a third party at
the instance of a broker through which trades are placed.

     Investment research services include information and analysis on particular
companies  and  industries  as well as market or economic  trends and  portfolio
strategy,  market  quotations for portfolio  evaluations,  information  systems,
computer hardware and similar products and services.  If a research service also
assists the Manager in a  non-research  capacity  (such as  bookkeeping or other
administrative  functions),  then only the percentage or component that provides
assistance to the Manager in the investment  decision-making process may be paid
in commission dollars.


     The Board of  Trustees  permits the  Manager to use stated  commissions  on
secondary fixed-income agency trades to obtain research if the broker represents
to the  Manager  that:  (i)  the  trade  is not  from or for  the  broker's  own
inventory,  (ii) the trade was  executed by the broker on an agency basis at the
stated commission,  and (iii) the trade is not a riskless principal transaction.
The Board of  Trustees  permits the Manager to use  commissions  on  fixed-price
offerings  to obtain  research,  in the same manner as is  permitted  for agency
transactions.


     The  research   services   provided  by  brokers  broadens  the  scope  and
supplements  the research  activities  of the Manager.  That  research  provides
additional  views and  comparisons for  consideration,  and helps the Manager to
obtain market  information  for the valuation of securities that are either held
in the Fund's  portfolio  or are being  considered  for  purchase.  The  Manager
provides  information  to the  Board  about  the  commissions  paid  to  brokers
furnishing such services,  together with the Manager's  representation  that the
amount of such  commissions  was  reasonably  related to the value or benefit of
such services.


Fiscal Years Ended 8/31:    Total Brokerage Commissions Paid by the Fund 1

     2001                                                  $735,755

     2002                                                  $955,773


     2003                                                  $737,7922

1. Amounts do not include spreads or commissions on principal  transactions on a
net trade basis.

2. In the fiscal year ended 8/31/03,  no  transactions  were directed to brokers
for research services,  and no commissions were paid to broker-dealers for those
services.

     Most  securities  purchases  of debt  obligations  made by the  Fund are in
principal  transactions at net prices.  The Fund usually deals directly with the
selling or purchasing  principal or market maker without  incurring  charges for
the  services  of a broker on its behalf  unless the Manager  determines  that a
better  price or  execution  may be obtained by using the  services of a broker.
Portfolio  securities  purchased  from  underwriters  include  a  commission  or
concession  paid by the issuer to the  underwriter in the price of the security.
Portfolio securities purchased from dealers include a spread between the bid and
asked price.  The Fund seeks to obtain  prompt  execution of these orders at the
most favorable net price.


Distribution and Service Plans

The Distributor.  Under its General  Distributor's  Agreement with the Fund, the
Distributor  acts as the Fund's principal  underwriter in the continuous  public
offering of the Fund's  classes of shares.  The  Distributor  bears the expenses
normally  attributable to sales,  including advertising and the cost of printing
and mailing prospectuses,  other than those furnished to existing  shareholders.
The Distributor is not obligated to sell a specific  number of shares.  Expenses
normally attributable to sales are borne by the Distributor.


     The sales charges and concessions  paid to, or retained by, the Distributor
from the sale of shares during the Fund's three most recent  fiscal  years,  and
the  contingent  deferred  sales  charges  retained  by the  Distributor  on the
redemption  of shares for the three most  recent  fiscal  years are shown in the
tables below.

  ------------------- ------------------ ------------------
                      Aggregate          Class A
  Fiscal Year Ended   Front-End Sales    Front-End Sales
  8/31:               Charges on Class   Charges Retained
                      A Shares           by Distributor 1
  ------------------- ------------------ ------------------
  ------------------- ------------------ ------------------
         2001             $728,912           $110,505
  ------------------- ------------------ ------------------
  ------------------- ------------------ ------------------
         2002            $1,059,341          $222,403
  ------------------- ------------------ ------------------
  ------------------- ------------------ ------------------
         2003             $903,547           $192,174
  ------------------- ------------------ ------------------

1. Includes amounts retained by a broker-dealer that is an affiliate or a parent
of the Distributor.


                     Concessions on     Concessions on     Concessions on     Concessions        Concessions on
Fiscal Year Ended    Class A Shares     Class A Shares     Class B Shares     on Class C         Class N Shares
8/31:                Advanced by        Advanced by        Advanced by        Shares Advanced    Advanced by
                     Distributor1       Distributor1       Distributor1       by Distributor1    Distributor1
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                          2001              $230,000           $230,000           $622,502           $193,651            $2212
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                          2002              $289,954           $289,954           $706,630           $308,937           $17,158
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------
                          2003              $225,942           $225,942           $508,114           $265,308           $49,110
                   -------------------- ------------------ ------------------ ------------------ ------------------ ---------------

1. The Distributor  advances concession payments to dealers for certain sales of
Class A  shares  and for  sales  of  Class B and  Class C  shares  from  its own
resources at the time of sale.

2. The inception date of Class N shares was March 1, 2001.

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                         Class A Contingent     Class B Contingent     Class C Contingent     Class N Contingent
                         Deferred Sales         Deferred Sales         Deferred Sales         Deferred Sales
Fiscal Year Ended 8/31:  Charges Retained by    Charges Retained by    Charges Retained       Charges Retained by
                         Distributor            Distributor            by Distributor         Distributor
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
         2003                   $14,364               $205,512                $31,227                $21,239
------------------------ ---------------------- ---------------------- ---------------------- ----------------------


     For  additional  information  about  distribution  of  the  Fund's  shares,
including fees and expenses,  please refer to "Distribution  and Service Plans,"
below.


Distribution  and Service Plans. The Fund has adopted a Service Plan for Class A
shares  and  Distribution  and  Service  Plans for Class B,  Class C and Class N
shares under Rule 12b-1 of the  Investment  Company  Act.  Under those plans the
Fund  pays  the  Distributor  for all or a  portion  of its  costs  incurred  in
connection  with  the  distribution  and/or  servicing  of  the  shares  of  the
particular  class.  Each  plan  has  been  approved  by a vote of the  Board  of
Trustees, including a majority of the Independent Trustees2, cast in person at a
meeting called for the purpose of voting on that plan.


     Under the plans,  the  Manager  and the  Distributor  may make  payments to
affiliates  and in their sole  discretion,  from time to time, may use their own
resources (at no direct cost to the Fund) to make  payments to brokers,  dealers
or other financial  institutions for distribution  and  administrative  services
they perform.  The Manager may use its profits from the advisory fee it receives
from the Fund. In their sole  discretion,  the  Distributor  and the Manager may
increase or decrease the amount of payments  they make from their own  resources
to plan recipients.

     Unless a plan is  terminated  as  described  below,  the plan  continues in
effect  from  year to year but only if the  Fund's  Board  of  Trustees  and its
Independent  Trustees  specifically  vote  annually to approve its  continuance.
Approval must be by a vote cast in person at a meeting called for the purpose of
voting on continuing  the plan. A plan may be terminated at any time by the vote
of a majority  of the  Independent  Trustees  or by the vote of the holders of a
"majority" (as defined in the Investment  Company Act) of the outstanding shares
of that class.


     The  Board of  Trustees  and the  Independent  Trustees  must  approve  all
material amendments to a plan. An amendment to increase materially the amount of
payments to be made under a plan must be approved by  shareholders  of the class
affected  by the  amendment.  Because  Class B shares of the Fund  automatically
convert into Class A shares 72 months after  purchase,  the Fund must obtain the
approval  of both  Class A and  Class B  shareholders  for a  proposed  material
amendment to the Class A Plan that would materially  increase payments under the
Plan.  That  approval  must be by a  "majority"  (as  defined in the  Investment
Company Act) of the shares of each Class, voting separately by class.


     While the Plans are in effect,  the  Treasurer  of the Fund  shall  provide
separate  written  reports  on the  plans  to the  Board  of  Trustees  at least
quarterly  for its review.  The reports  shall detail the amount of all payments
made  under a plan and the  purpose  for which the  payments  were  made.  Those
reports are subject to the review and approval of the Independent Trustees.

     Each Plan states that while it is in effect,  the selection and  nomination
of those  Trustees of the Fund who are not  "interested  persons" of the Fund is
committed to the discretion of the Independent  Trustees.  This does not prevent
the involvement of others in the selection and nomination process as long as the
final  decision as to selection or  nomination  is approved by a majority of the
Independent Trustees.

     Under the plan for a class, no payment will be made to any recipient in any
quarter in which the  aggregate net asset value of all Fund shares of that class
held by the  recipient  for itself and its  customers  does not exceed a minimum
amount,  if  any,  that  may be set  from  time to  time  by a  majority  of the
Independent Trustees.  The Board of Trustees has set no minimum amount of assets
to qualify for payments under the plans.


     |X| Class A  Service  Plan  Fees.  Under  the  Class A  service  plan,  the
Distributor  currently  uses the fees it receives  from the Fund to pay brokers,
dealers and other financial  institutions (they are referred to as "recipients")
for personal  services and account  maintenance  services they provide for their
customers who hold Class A shares. The services include, among others, answering
customer  inquiries about the Fund,  assisting in  establishing  and maintaining
accounts in the Fund, making the Fund's investment plans available and providing
other  services  at the request of the Fund or the  Distributor.  While the plan
permits the Board to authorize  payments to the Distributor to reimburse  itself
for services  under the plan,  the Board has not yet done so, except in the case
of the special  arrangement  described below. The Distributor  makes payments to
plan  recipients  quarterly at an annual rate not to exceed 0.25% of the average
annual net  assets  consisting  of Class A shares  held in the  accounts  of the
recipients or their customers.

     With  respect  to  purchases  of Class A  shares  subject  to a  contingent
deferred  sales charge by certain  retirement  plans that  purchased such shares
prior to March 1, 2001 ("grandfathered  retirement  accounts"),  the Distributor
currently  intends to pay the service fee to Recipients in advance for the first
year  after  the  shares  are  purchased.   After  the  first  year  shares  are
outstanding,  the Distributor makes service fee payments to Recipients quarterly
on those shares.  The advance  payment is based on the net asset value of shares
sold.  Shares  purchased by exchange do not qualify for the advance  service fee
payment.  If Class A shares purchased by grandfathered  retirement  accounts are
redeemed  during the first year  after  their  purchase,  the  Recipient  of the
service fees on those shares will be  obligated to repay the  Distributor  a pro
rata portion of the advance payment of the service fee made on those shares.

     For the fiscal period ended August 31, 2003 payments under the Class A Plan
totaled  $902,108,  of which  $7,107 was retained by the  Distributor  under the
arrangement  described  above,  and included $19,747 paid to an affiliate of the
Distributor's  parent  company.  During the fiscal year the shares are sold, the
Distributor  retains  the  service  fee to  reimburse  itself  for  the  cost of
distributing the shares.  Any unreimbursed  expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered  in  subsequent
years.  The Distributor may not use payments  received under the Class A Plan to
pay any of its interest expenses, carrying charges, or other financial costs, or
allocation of overhead.


     |X| Class B, Class C and Class N Service and Distribution  Plan Fees. Under
each plan, service fees and distribution fees are computed on the average of the
net asset value of shares in the respective class, determined as of the close of
each regular  business  day during the period.  The Class B, Class C and Class N
plans provide for the Distributor to be compensated at a flat rate,  whether the
Distributor's  distribution  expenses  are more or less than the amounts paid by
the Fund under the plans during the period for which the fee is paid.  The types
of services that recipients  provide are similar to the services  provided under
the Class A Service Plan, described above.

     The Class B, Class C and the Class N Plans permit the Distributor to retain
both the asset-based sales charges and the service fees or to pay recipients the
service fee on a quarterly  basis,  without  payment in  advance.  However,  the
Distributor  currently  intends to pay the service fee to  recipients in advance
for the first year after the shares are  purchased.  After the first year shares
are outstanding,  the Distributor makes service fee payments  quarterly on those
shares.  The  advance  payment is based on the net asset  value of shares  sold.
Shares purchased by exchange do not qualify for the advance service fee payment.
If Class B, Class C or Class N shares are  redeemed  during the first year after
their  purchase,  the  recipient  of the  service  fees on those  shares will be
obligated to repay the  Distributor a pro rata portion of the advance payment of
the service fee made on those shares.

     The Distributor retains the asset-based sales charge on Class B and Class N
shares.  The Distributor  retains the asset-based sales charge on Class C shares
during the first year the shares are outstanding.  It pays the asset-based sales
charge as an ongoing  concession to the recipient on Class C shares  outstanding
for a year or more. If a dealer has a special  agreement  with the  Distributor,
the Distributor will pay the Class B, Class C and or Class N service fee and the
asset-based  sales  charge to the dealer  quarterly  in lieu of paying the sales
concessions and service fee in advance at the time of purchase.

     The asset-based  sales charges on Class B, Class C and Class N shares allow
investors to buy shares  without a front-end  sales  charge  while  allowing the
Distributor  to  compensate  dealers that sell those  shares.  The Fund pays the
asset-based  sales  charges to the  Distributor  for its  services  rendered  in
distributing  Class B, Class C and Class N shares.  The payments are made to the
Distributor in recognition that the Distributor:

o pays sales  concessions to authorized  brokers and dealers at the time of sale
and pays service fees as described above,

o may finance payment of sales concessions and/or the advance of the service fee
payment to recipients  under the plans,  or may provide such  financing from its
own resources or from the resources of an affiliate,

o employs  personnel  to  support  distribution  of Class B, Class C and Class N
shares, and


o bears the costs of sales literature,  advertising and prospectuses (other than
those furnished to current  shareholders) and state "blue sky" registration fees
and certain other distribution expenses,


o may not be able to  adequately  compensate  dealers that sell Class B, Class C
and Class N shares without  receiving  payment under the plans and therefore may
not be able to offer such Classes for sale absent the plans,

o  receives  payments  under  the plans  consistent  with the  service  fees and
asset-based sales charges paid by other  non-proprietary funds that charge 12b-1
fees,

o may use the payments under the plan to include the Fund in various third-party
distribution programs that may increase sales of Fund shares,

o may  experience  increased  difficulty  selling the Fund's  shares if payments
under the plan are  discontinued  because most competitor  funds have plans that
pay dealers for rendering distribution services as much or more than the amounts
currently being paid by the Fund, and

o may not be able to continue  providing,  at the same or at a lesser cost,  the
same quality distribution sales efforts and services, or to obtain such services
from brokers and dealers, if the plan payments were to be discontinued.




     When Class B, Class C or Class N shares are sold without the designation of
a   broker-dealer,   the   Distributor  is   automatically   designated  as  the
broker-dealer of record. In those cases, the Distributor retains the service fee
and asset-based sales charge paid on Class B, Class C and Class N shares.


     The  Distributor's  actual expenses in selling Class B, Class C and Class N
shares may be more than the payments it receives  from the  contingent  deferred
sales charges collected on redeemed shares and from the Fund under the plans. If
either the Class B, Class C or Class N plan is terminated by the Fund, the Board
of Trustees  may allow the Fund to continue  payments of the  asset-based  sales
charge  to  the  Distributor  for  distributing   shares  before  the  plan  was
terminated.

   Distribution Fees Paid to the Distributor for the Fiscal Year Ended 8.31.03

 Class:                 Total Payments       Amount Retained by    Distributor's Aggregate   Distributor's
                                                                                             Unreimbursed Expenses
                                                                   Unreimbursed Expenses     as % of Net Assets of
                        Under Plan           Distributor           Under Plan                Class
 ---------------------- -------------------- --------------------- ------------------------- ------------------------
 ---------------------- -------------------- --------------------- ------------------------ -------------------------
 Class B Plan                      $626,169             $505,3871               $1,615,583                     1.91%
 ---------------------- -------------------- --------------------- ------------------------ -------------------------
 ---------------------- -------------------- --------------------- ------------------------ -------------------------
 Class C Plan                      $521,534             $245,0672               $1,014,558                     1.32%
 ---------------------- -------------------- --------------------- ------------------------ -------------------------
 ---------------------- -------------------- --------------------- ------------------------ -------------------------
 Class N Plan                       $20,884              $17,8993                  $71,912                     0.83%
 ---------------------- -------------------- --------------------- ------------------------ -------------------------

1. Includes $10,070 paid to an affiliate of the Distributor's parent company.

2. Includes $5,993 paid to an affiliate of the Distributor's parent company.

3. Includes $96 paid to an affiliate of the Distributor's parent company.

     All  payments  under the Class B, Class C and Class N plans are  subject to
the  limitations  imposed by the Conduct  Rules of the National  Association  of
Securities  Dealers,  Inc. on payments of asset-based  sales charges and service
fees.


Performance of the Fund

Explanation  of  Performance  Terminology.  The Fund uses a variety  of terms to
illustrate its investment  performance.  Those terms include  "cumulative  total
return,"  "average  annual total  return,"  "average  annual total return at net
asset value" and "total return at net asset value." An  explanation of how total
returns are  calculated  is set forth  below.  The charts  below show the Fund's
performance as of the Fund's most recent fiscal year end. You can obtain current
performance  information by calling the Fund's Transfer Agent at  1.800.225.5677
or    by    visiting     the     OppenheimerFunds     Internet     website    at
www.oppenheimerfunds.com.


     The Fund's  illustrations  of its performance data in  advertisements  must
comply with rules of the SEC. Those rules describe the types of performance data
that may be used and how it is to be calculated.  In general,  any advertisement
by the Fund of its  performance  data must  include  the  average  annual  total
returns for the  advertised  class of shares of the Fund.  Those returns must be
shown for the 1-, 5- and  10-year  periods  (or the life of the class,  if less)
ending as of the most recently ended calendar  quarter prior to the  publication
of the advertisement (or its submission for publication).


     Use of standardized performance calculations enables an investor to compare
the Fund's  performance to the  performance of other funds for the same periods.
However,  a number of  factors  should be  considered  before  using the  Fund's
performance information as a basis for comparison with other investments:

o Total returns  measure the  performance of a hypothetical  account in the Fund
over  various  periods  and do not show the  performance  of each  shareholder's
account. Your account's performance will vary from the model performance data if
your  dividends  are  received  in cash,  or you buy or sell  shares  during the
period,  or you bought your shares at a different time and price than the shares
used in the model.


o The Fund's performance returns do not reflect the effect of taxes on dividends
and capital gains distributions.


o An investment  in the Fund is not insured by the FDIC or any other  government
agency.

o The principal value of the Fund's shares, and total returns are not guaranteed
and normally will fluctuate on a daily basis.

o When an investor's  shares are  redeemed,  they may be worth more or less than
their original cost.

o Total  returns  for any given past  period  represent  historical  performance
information  and are not, and should not be  considered,  a prediction of future
returns.

     The  performance of each class of shares is shown  separately,  because the
performance  of each class of shares will usually be different.  That is because
of the different  kinds of expenses each class bears.  The total returns of each
class of shares of the Fund are  affected by market  conditions,  the quality of
the  Fund's  investments,  the  maturity  of  those  investments,  the  types of
investments the Fund holds, and its operating expenses that are allocated to the
particular class.

     |X| Total Return Information.  There are different types of "total returns"
to measure  the  Fund's  performance.  Total  return is the change in value of a
hypothetical  investment  in the Fund  over a given  period,  assuming  that all
dividends and capital gains  distributions  are reinvested in additional  shares
and that  the  investment  is  redeemed  at the end of the  period.  Because  of
differences  in expenses  for each class of shares,  the total  returns for each
class are separately  measured.  The cumulative total return measures the change
in value over the entire  period (for  example,  ten years).  An average  annual
total  return  shows the  average  rate of return for each year in a period that
would  produce the  cumulative  total  return over the entire  period.  However,
average annual total returns do not show actual  year-by-year  performance.  The
Fund uses  standardized  calculations for its total returns as prescribed by the
SEC. The methodology is discussed below.

     In calculating total returns for Class A shares,  the current maximum sales
charge of 5.75% (as a  percentage  of the offering  price) is deducted  from the
initial  investment  ("P" in the  formula  below)  (unless  the  return is shown
without sales charge,  as described below).  For Class B shares,  payment of the
applicable contingent deferred sales charge is applied,  depending on the period
for which the return is shown:  5.0% in the first year, 4.0% in the second year,
3.0% in the third and fourth  years,  2.0% in the fifth year,  1.0% in the sixth
year and none thereafter. For Class C shares, the 1.0% contingent deferred sales
charge is deducted for returns for the one-year period.  For Class N shares, the
1.0%  contingent  deferred sales charge is deducted for returns for the one-year
period,  and total returns for the periods prior to 03/01/02 (the inception date
for Class N shares) is based on the Fund's Class A returns,  adjusted to reflect
the higher Class N 12b-1 fees.

o Average Annual Total Return.  The "average  annual total return" of each class
is an average  annual  compounded  rate of return  for each year in a  specified
number of  years.  It is the rate of  return  based on the  change in value of a
hypothetical  initial investment of $1,000 ("P" in the formula below) held for a
number of years  ("n" in the  formula)  to achieve  an Ending  Redeemable  Value
("ERV" in the formula) of that investment, according to the following formula:


                                       1/n
                                ( ERV)     - 1 = Average Annual Total Return
                                (--- )
                                (  P )


o Average  Annual Total  Return  (After  Taxes on  Distributions).  The "average
annual total  return  (after  taxes on  distributions)"  of Class A shares is an
average annual  compounded rate of return for each year in a specified number of
years,  adjusted  to show the  effect of  federal  taxes  (calculated  using the
highest  individual   marginal  federal  income  tax  rates  in  effect  on  any
reinvestment  date) on any  distributions  made by the Fund during the specified
period.  It is the rate of return based on the change in value of a hypothetical
initial  investment  of $1,000 ("P" in the  formula  below) held for a number of
years ("n" in the formula) to achieve an ending value ("ATVD" in the formula) of
that  investment,  after  taking  into  account  the  effect  of  taxes  on Fund
distributions,  but not on the  redemption  of  Fund  shares,  according  to the
following formula:

ATVD 1/n         - 1= Average Annual Total Return (After Taxes on Distributions)
----
 P

o Average Annual Total Return (After Taxes on  Distributions  and  Redemptions).
The "average annual total return (after taxes on distributions and redemptions)"
of Class A shares is an average annual  compounded  rate of return for each year
in a specified  number of years,  adjusted  to show the effect of federal  taxes
(calculated  using the highest  individual  marginal federal income tax rates in
effect on any reinvestment  date) on any  distributions  made by the Fund during
the  specified  period and the effect of capital gains taxes or capital loss tax
benefits (each calculated using the highest federal individual capital gains tax
rate in effect on the  redemption  date)  resulting  from the  redemption of the
shares at the end of the period. It is the rate of return based on the change in
value of a hypothetical  initial investment of $1,000 ("P" in the formula below)
held for a number of years  ("n" in the  formula)  to  achieve  an ending  value
("ATVDR"  in the  formula) of that  investment,  after  taking into  account the
effect of taxes on fund  distributions  and on the  redemption  of Fund  shares,
according to the following formula:

ATVDR 1/n - 1= Average Annual Total Return (After Taxes on
               Distributions and Redemption)
-----
 P




o Cumulative Total Return.  The "cumulative total return"  calculation  measures
the change in value of a hypothetical investment of $1,000 over an entire period
of years.  Its calculation uses some of the same factors as average annual total
return,  but it  does  not  average  the  rate of  return  on an  annual  basis.
Cumulative total return is determined as follows:


                                ERV - P = Total Return
                                ------
                                  P


o Total Returns at Net Asset Value.  From time to time the Fund may also quote a
cumulative  or an average  annual  total  return "at net asset  value"  (without
deducting  sales charges) for Class A, Class B, Class C or Class N shares.  Each
is based on the difference in net asset value per share at the beginning and the
end of the period for a hypothetical investment in that class of shares (without
considering  front-end  or  contingent  deferred  sales  charges) and takes into
consideration the reinvestment of dividends and capital gains distributions.


            The Fund's Total Returns for the Periods Ended 8/31/03


               Cumulative Total                  Average Annual Total Returns
Class of       Returns (10 years or
Shares         Life of Class if less)

                                                  1-Year                   5-Years                   10-Years
                                                                     (or life of class if      (or life of class if
                                                                            less)                     less)
-------------- ------------------------- ------------------------- ------------------------- -------------------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
                  After       Without       After       Without       After       Without       After       Without
                  Sales        Sales        Sales        Sales        Sales        Sales        Sales        Sales
                 Charge       Charge       Charge       Charge       Charge       Charge       Charge       Charge
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class A          85.38%1      96.69%1      20.57%       27.93%       17.83%       19.23%       9.52%1       10.48%1
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class B          88.04%(2)    88.04%(2)    21.98%       26.98%       18.17%       18.37%       9.75%(2)     9.75%(2)
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class C          86.71%(3)    86.71%(3)    26.05%       27.05%       18.35%       18.35%       9.64%(3)     9.64%(3)
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class N          13.61%4      13.61%4      26.73%       27.73%       5.23%4       5.23%4         N/A          N/A
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
(1) Inception of Class A:  11/18/96
(2) Inception of Class B:  11/18/96
(3) Inception of Class C:  11/18/96
(4) Inception of Class N:  03/01/01




                        Average Annual Total Returns for Class A Shares (After Sales Charge)
                                        For the Fiscal Periods Ended 9/30/03
----------------------------------------------------------------------------------------------------------------------
----------------------------------------- ------------------ ---------------------------- ----------------------------
                                               1-Year                  5-Years            10-Years (or life of class)
----------------------------------------- ------------------ ---------------------------- ----------------------------
----------------------------------------- ------------------ ---------------------------- ----------------------------
After Taxes on Distributions                   19.87%                  17.04%                       8.66%1
----------------------------------------- ------------------ ---------------------------- ----------------------------
----------------------------------------- ------------------ ---------------------------- ----------------------------
After   Taxes   on   Distributions   and       13.21%                  15.23%                       7.76%1
Redemption of Fund Shares
----------------------------------------- ------------------ ---------------------------- ----------------------------


   1. Inception of Class A shares: 11/18/96.


Other  Performance  Comparisons.  The Fund compares its performance  annually to
that of an  appropriate  broadly-based  market  index in its  Annual  Report  to
shareholders.  You can obtain that  information by contacting the Transfer Agent
at the addresses or telephone  numbers  shown on the cover of this  Statement of
Additional  Information.  The Fund may also compare its  performance  to that of
other  investments,  including  other  mutual  funds,  or  use  rankings  of its
performance  by  independent  ranking  entities.  Examples of these  performance
comparisons are set forth below.


     |X| Lipper Rankings.  From time to time the Fund may publish the ranking of
the performance of its classes of shares by Lipper, Inc. ("Lipper"). Lipper is a
widely-recognized  independent mutual fund monitoring  service.  Lipper monitors
the performance of regulated investment companies, including the Fund, and ranks
their performance for various periods in categories based on investment  styles.
The Lipper  performance  rankings  are based on total  returns  that include the
reinvestment of capital gain  distributions and income dividends but do not take
sales charges or taxes into  consideration.  Lipper also publishes  "peer-group"
indices of the  performance  of all mutual funds in a category  that it monitors
and averages of the performance of the funds in particular categories.


     |X|  Morningstar  Ratings.  From time to time the Fund may publish the star
rating of the  performance  of its classes of shares by  Morningstar,  Inc.,  an
independent  mutual fund monitoring  service.  Morningstar rates mutual funds in
their specialized  market sector.  The Fund is rated among diversified  emerging
markets funds.

     Morningstar proprietary star ratings reflect historical risk-adjusted total
investment return. For each fund with at least a three-year history, Morningstar
calculates a Morningstar  Rating(TM)based on a Morningstar  Risk-Adjusted Return
measure that accounts for variation in a fund's monthly  performance  (including
the effects of sales charges, loads, and redemption fees), placing more emphasis
on downward  variations  and rewarding  consistent  performance.  The top 10% of
funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next
35% receive 3 stars,  the next 22.5% receive 2 stars, and the bottom 10% receive
1 star. (Each share class is counted as a fraction of one fund within this scale
and rated  separately,  which may cause slight  variations  in the  distribution
percentages.)  The  Overall  Morningstar  Rating  for a fund is  derived  from a
weighted average of the performance figures associated with its three-, five-and
ten-year (if applicable) Morningstar Rating metrics.


     |X|   Performance   Rankings  and   Comparisons   by  Other   Entities  and
Publications.  From time to time the Fund may include in its  advertisements and
sales literature performance  information about the Fund cited in newspapers and
other periodicals such as The New York Times, The Wall Street Journal, Barron's,
or similar  publications.  That information may include  performance  quotations
from other sources,  including  Lipper and  Morningstar.  The performance of the
Fund's classes of shares may be compared in  publications  to the performance of
various market indices or other investments, and averages,  performance rankings
or other benchmarks prepared by recognized mutual fund statistical services.

     Investors  may also wish to compare the returns on the Fund's share classes
to the  return on  fixed-income  investments  available  from  banks and  thrift
institutions.  Those include certificates of deposit,  ordinary  interest-paying
checking  and  savings  accounts,  and  other  forms of fixed or  variable  time
deposits,  and various other  instruments such as Treasury bills.  However,  the
Fund's  returns and share price are not guaranteed or insured by the FDIC or any
other agency and will fluctuate daily, while bank depository  obligations may be
insured  by the  FDIC  and may  provide  fixed  rates of  return.  Repayment  of
principal  and payment of interest on Treasury  securities is backed by the full
faith and credit of the U.S. government.

     From time to time, the Fund may publish  rankings or ratings of the Manager
or Transfer Agent, and of the investor services provided by them to shareholders
of the Oppenheimer  funds,  other than  performance  rankings of the Oppenheimer
funds themselves. Those ratings or rankings of shareholder and investor services
by third parties may include  comparisons of their services to those provided by
other mutual fund families selected by the rating or ranking services.  They may
be based upon the opinions of the rating or ranking  service  itself,  using its
research or judgment, or based upon surveys of investors,  brokers, shareholders
or others.


     From time to time,  the Fund may  include in its  advertisements  and sales
literature the total return  performance of a  hypothetical  investment  account
that  includes  shares of the Fund and other  Oppenheimer  funds.  The  combined
account may be part of an illustration of an asset  allocation  model or similar
presentation.  The account  performance may combine total return  performance of
the Fund and the total return performance of other Oppenheimer funds included in
the account.  Additionally,  from time to time,  the Fund's  advertisements  and
sales  literature  may  include,  for  illustrative  or  comparative   purposes,
statistical  data or other  information  about  general or  specific  market and
economic conditions. That may include, for example,


o information about the performance of certain securities or commodities markets
or segments of those markets,


o information about the performance of the economies of particular  countries or
regions,


o the  earnings of  companies  included in  segments of  particular  industries,
sectors, securities markets, countries or regions,

o the availability of different types of securities or offerings of securities,

o information  relating to the gross national or gross  domestic  product of the
United States or other countries or regions,

o comparisons of various  market sectors or indices to demonstrate  performance,
risk or other characteristics of the Fund.

ABOUT your account

How to Buy Shares


     Additional  information  is  presented  below about the methods that can be
used to buy shares of the Fund.  Appendix B contains more information  about the
special sales charge arrangements  offered by the Fund, and the circumstances in
which sales charges may be reduced or waived for certain classes of investors.

     AccountLink.  When shares are purchased through AccountLink,  each purchase
     must be at least $50 and  shareholders  must invest at least $500 before an
     Asset Builder Plan  (described  below) can be established on a new account.
     Accounts  established  prior to  November  1, 2002  will  remain at $25 for
     additional purchases.  Shares will be purchased on the regular business day
     the  Distributor  is instructed to initiate the  Automated  Clearing  House
     ("ACH")  transfer  to buy the  shares.  Dividends  will  begin to accrue on
     shares purchased with the proceeds of ACH transfers on the business day the
     Fund receives  Federal Funds for the purchase through the ACH system before
     the close of The New York Stock  Exchange  ("the  Exchange").  The Exchange
     normally  closes at 4:00 P.M.,  but may close  earlier on certain  days. If
     Federal  Funds  are  received  on a  business  day  after  the close of the
     Exchange,  the shares will be purchased and dividends  will begin to accrue
     on the next  regular  business  day.  The  proceeds  of ACH  transfers  are
     normally received by the Fund three days after the transfers are initiated.
     If the proceeds of the ACH transfer are not received on a timely basis, the
     Distributor   reserves  the  right  to  cancel  the  purchase  order.   The
     Distributor  and the Fund are not  responsible for any delays in purchasing
     shares resulting from delays in ACH transmissions.


     Reduced  Sales  Charges.  As discussed in the  Prospectus,  a reduced sales
     charge rate may be obtained for Class A shares under Right of  Accumulation
     and  Letters  of Intent  because  of the  economies  of sales  efforts  and
     reduction  in  expenses  realized by the  Distributor,  dealers and brokers
     making  such  sales.   No  sales   charge  is  imposed  in  certain   other
     circumstances  described  in  Appendix C to this  Statement  of  Additional
     Information because the Distributor or dealer or broker incurs little or no
     selling expenses.

     |X| Right of Accumulation. To qualify for the lower sales charge rates that
apply to  larger  purchases  of Class A  shares,  you and  your  spouse  can add
together:

     o Class A and Class B shares  you  purchase  for your  individual  accounts
(including IRAs and 403(b) plans),  or for your joint accounts,  or for trust or
custodial accounts on behalf of your children who are minors, and

     o  Current  purchases  of Class A and  Class B shares of the Fund and other
Oppenheimer  funds to reduce  the sales  charge  rate that  applies  to  current
purchases of Class A shares, and

     o Class A and Class B shares of Oppenheimer funds you previously  purchased
subject to an initial or  contingent  deferred  sales charge to reduce the sales
charge rate for current  purchases  of Class A shares,  provided  that you still
hold your investment in one of the Oppenheimer funds.

     A fiduciary  can count all shares  purchased  for a trust,  estate or other
fiduciary  account  (including  one or more  employee  benefit plans of the same
employer) that has multiple  accounts.  The  Distributor  will add the value, at
current offering price, of the shares you previously purchased and currently own
to the value of  current  purchases  to  determine  the sales  charge  rate that
applies. The reduced sales charge will apply only to current purchases. You must
request it when you buy shares.


     The Oppenheimer  Funds.  The  Oppenheimer  funds are those mutual funds for
which  the  Distributor  acts  as the  distributor  and  currently  include  the
following:

Oppenheimer AMT-Free New York Municipals                      Oppenheimer Main Street Small Cap Fund
Oppenheimer Bond Fund                                         Oppenheimer MidCap Fund
Oppenheimer California Municipal Fund                         Oppenheimer Multiple Strategies Fund
Oppenheimer Capital Appreciation Fund                         Oppenheimer Municipal Bond Fund
Oppenheimer Capital Preservation Fund                         Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund                               Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Champion Income Fund                              Oppenheimer Principal Protected Main Street Fund
Oppenheimer Convertible Securities Fund                       Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Developing Markets Fund                           Oppenheimer Quest Balanced Value Fund
Oppenheimer Disciplined Allocation Fund                       Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Discovery Fund                                    Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Emerging Growth Fund                              Oppenheimer Quest Opportunity Value Fund
Oppenheimer Emerging Technologies Fund                        Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund                                   Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc.                                 Oppenheimer Real Estate Fund
Oppenheimer Global Fund                                       Oppenheimer Rochester National Municipals
Oppenheimer Global Opportunities Fund                         Oppenheimer Senior Floating Rate Fund
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Strategic Income Fund
Oppenheimer Growth Fund                                       Oppenheimer Total Return Bond Fund
Oppenheimer High Yield Fund                                   Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund                           Oppenheimer Value Fund
Oppenheimer International Growth Fund                         Limited-Term New York Municipal Fund
Oppenheimer International Small Company Fund                  Oppenheimer Small Cap Value Fund
Oppenheimer International Value Fund                          Rochester Fund Municipals
Oppenheimer Limited Term Municipal Fund                       OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer Main Street Fund                                  OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Main Street Opportunity Fund

And the following money market funds:
      Oppenheimer Cash Reserves                                     Centennial Government Trust
      Oppenheimer Money Market Fund, Inc.                           Centennial Money Market Trust
      Centennial America Fund, L.P.                                 Centennial New York Tax Exempt Trust
      Centennial California Tax Exempt Trust                        Centennial Tax Exempt Trust

1 - "OSM" stands for Oppenheimer Select Managers

     There is an initial  sales charge on the purchase of Class A shares of each
of the  Oppenheimer  funds  described  above  except the money  market funds and
Oppenheimer Senior Floating Rate Fund. Under certain circumstances  described in
this Statement of Additional  Information,  redemption proceeds of certain money
market fund shares may be subject to a contingent deferred sales charge.

     Letters of Intent.  Under a Letter of Intent  ("Letter"),  if you  purchase
     Class A  shares  or  Class A and  Class B  shares  of the  Fund  and  other
     Oppenheimer funds during a 13-month period, you can reduce the sales charge
     rate that applies to your purchases of Class A shares.  The total amount of
     your intended  purchases of both Class A and Class B shares will  determine
     the reduced sales charge rate for the Class A shares  purchased during that
     period. You can include purchases made up to 90 days before the date of the
     Letter.  Letters do not consider  Class C or Class N shares you purchase or
     may have purchased.

     A Letter is an investor's  statement in writing to the  Distributor  of the
intention  to purchase  Class A shares or Class A and Class B shares of the Fund
(and other Oppenheimer funds) during a 13-month period (the "Letter period"). At
the investor's  request,  this may include purchases made up to 90 days prior to
the date of the Letter.  The Letter states the investor's  intention to make the
aggregate  amount of purchases  of shares  which,  when added to the  investor's
holdings of shares of those funds,  will equal or exceed the amount specified in
the Letter.  Purchases made by  reinvestment  of dividends or  distributions  of
capital gains and purchases  made at net asset value without sales charge do not
count toward satisfying the amount of the Letter.


     A Letter  enables  an  investor  to count  the  Class A and  Class B shares
purchased  under the Letter to obtain the reduced sales charge rate on purchases
of Class A shares of the Fund (and other  Oppenheimer  funds) that applies under
the Right of Accumulation to current purchases of Class A shares.  Each purchase
of Class A shares under the Letter will be made at the offering price (including
the sales  charge) that applies to a single  lump-sum  purchase of shares in the
amount intended to be purchased under the Letter.


     In  submitting  a Letter,  the  investor  makes no  commitment  to purchase
shares. However, if the investor's purchases of shares within the Letter period,
when added to the value (at offering price) of the investor's holdings of shares
on the last day of that  period,  do not equal or exceed the  intended  purchase
amount,  the  investor  agrees  to pay the  additional  amount  of sales  charge
applicable  to such  purchases.  That amount is  described in "Terms of Escrow,"
below (those  terms may be amended by the  Distributor  from time to time).  The
investor agrees that shares equal in value to 5% of the intended purchase amount
will be held in escrow by the  Transfer  Agent  subject  to the Terms of Escrow.
Also,  the  investor  agrees  to be bound by the terms of the  Prospectus,  this
Statement of Additional  Information and the application  used for a Letter.  If
those  terms are  amended,  as they may be from  time to time by the  Fund,  the
investor agrees to be bound by the amended terms and that those  amendments will
apply automatically to existing Letters.

     If the total eligible  purchases made during the Letter period do not equal
or exceed the intended purchase amount,  the concessions  previously paid to the
dealer of record for the account and the amount of sales charge  retained by the
Distributor  will be adjusted to the rates applicable to actual total purchases.
If total  eligible  purchases  during the  Letter  period  exceed  the  intended
purchase  amount  and exceed  the  amount  needed to qualify  for the next sales
charge rate reduction set forth in the  Prospectus,  the sales charges paid will
be adjusted to the lower rate. That adjustment will be made only if and when the
dealer  returns  to the  Distributor  the  excess of the  amount of  concessions
allowed or paid to the dealer over the amount of  concessions  that apply to the
actual amount of purchases.  The excess concessions  returned to the Distributor
will be used to purchase additional shares for the investor's account at the net
asset value per share in effect on the date of such purchase, promptly after the
Distributor's receipt thereof.

     The Transfer  Agent will not hold shares in escrow for  purchases of shares
of the Fund and other  Oppenheimer  funds by  OppenheimerFunds  prototype 401(k)
plans under a Letter.  If the intended  purchase  amount under a Letter  entered
into by an  OppenheimerFunds  prototype 401(k) plan is not purchased by the plan
by the end of the Letter period, there will be no adjustment of concessions paid
to the broker-dealer or financial institution of record for accounts held in the
name of that plan.


     In determining  the total amount of purchases  made under a Letter,  shares
redeemed by the investor  prior to the  termination of the Letter period will be
deducted.  It is the  responsibility of the dealer of record and/or the investor
to advise the Distributor  about the Letter when placing any purchase orders for
the  investor  during  the Letter  period.  All of such  purchases  must be made
through the Distributor.


         |X| Terms of Escrow That Apply to Letters of Intent.

     1. Out of the initial purchase (or subsequent  purchases if necessary) made
pursuant to a Letter, shares of the Fund equal in value up to 5% of the intended
purchase amount  specified in the Letter shall be held in escrow by the Transfer
Agent. For example, if the intended purchase amount is $50,000, the escrow shall
be  shares  valued  in the  amount of $2,500  (computed  at the  offering  price
adjusted for a $50,000 purchase).  Any dividends and capital gains distributions
on the escrowed shares will be credited to the investor's account.


     2. If the total minimum investment  specified under the Letter is completed
within the 13-month Letter period, the escrowed shares will be promptly released
to the investor.

     3.  If,  at the end of the  13-month  Letter  period  the  total  purchases
pursuant to the Letter are less than the intended  purchase amount  specified in
the Letter,  the investor must remit to the  Distributor  an amount equal to the
difference  between the dollar  amount of sales  charges  actually  paid and the
amount of sales charges which would have been paid if the total amount purchased
had been made at a single time.  That sales charge  adjustment will apply to any
shares  redeemed  prior to the  completion of the Letter.  If the  difference in
sales  charges  is not  paid  within  twenty  days  after  a  request  from  the
Distributor  or the  dealer,  the  Distributor  will,  within  sixty days of the
expiration  of the Letter,  redeem the number of escrowed  shares  necessary  to
realize such difference in sales charges.  Full and fractional  shares remaining
after such redemption will be released from escrow.  If a request is received to
redeem escrowed shares prior to the payment of such additional sales charge, the
sales charge will be withheld from the redemption proceeds.


     4. By signing the Letter, the investor irrevocably constitutes and appoints
the Transfer  Agent as  attorney-in-fact  to surrender for redemption any or all
escrowed shares.

     5. The shares  eligible  for  purchase  under the Letter (or the holding of
which may be counted toward completion of a Letter) include:

     (a) Class A shares sold with a front-end sales charge or subject to a Class
     A contingent deferred sales charge,

     (b)  Class B shares  of  other  Oppenheimer  funds  acquired  subject  to a
     contingent deferred sales charge, and

     (c) Class A or Class B shares  acquired  by  exchange of either (1) Class A
     shares of one of the other  Oppenheimer funds that were acquired subject to
     a Class A initial or contingent deferred sales charge or (2) Class B shares
     of one of the other  Oppenheimer  funds  that were  acquired  subject  to a
     contingent deferred sales charge.


     6. Shares held in escrow  hereunder  will  automatically  be exchanged  for
shares of another  fund to which an exchange is  requested,  as described in the
section of the Prospectus  entitled "How to Exchange Shares" and the escrow will
be transferred to that other fund.


     Asset Builder  Plans.  As explained in the  Prospectus,  you must initially
     establish your account with $500. Subsequently,  you can establish an Asset
     Builder Plan to automatically  purchase  additional  shares directly from a
     bank account for as little as $50. For those accounts  established prior to
     November 1, 2002 and which have previously established Asset Builder Plans,
     additional  purchases will remain at $25. Shares purchased by Asset Builder
     Plan payments from bank accounts are subject to the redemption restrictions
     for recent purchases  described in the Prospectus.  Asset Builder Plans are
     available  only if your bank is an ACH member.  Asset Builder Plans may not
     be used to buy shares  for  OppenheimerFunds  employer-sponsored  qualified
     retirement  accounts.  Asset  Builder  Plans also  enable  shareholders  of
     Oppenheimer  Cash  Reserves  to use  their  fund  account  to make  monthly
     automatic purchases of shares of up to four other Oppenheimer funds.


     If you make payments from your bank account to purchase shares of the Fund,
your bank account will be debited automatically. Normally the debit will be made
two  business  days  prior  to  the  investment   dates  you  selected  on  your
application.  Neither the Distributor,  the Transfer Agent nor the Fund shall be
responsible  for any delays in purchasing  shares that result from delays in ACH
transmissions.

     Before you establish Asset Builder payments, you should obtain a prospectus
of the selected  fund(s) from your financial  advisor (or the  Distributor)  and
request an application from the Distributor. Complete the application and return
it. You may change the amount of your Asset Builder payment or you can terminate
these automatic  investments at any time by writing to the Transfer  Agent.  The
Transfer  Agent  requires a  reasonable  period  (approximately  10 days)  after
receipt of your  instructions  to implement them. The Fund reserves the right to
amend,  suspend or discontinue  offering Asset Builder plans at any time without
prior notice.

     Retirement  Plans.  Certain  types of  retirement  plans  are  entitled  to
     purchase shares of the Fund without sales charge or at reduced sales charge
     rates,  as  described  in  Appendix  B  to  this  Statement  of  Additional
     Information.  Certain special sales charge  arrangements  described in that
     Appendix apply to retirement  plans whose records are maintained on a daily
     valuation basis by Merrill Lynch Pierce Fenner & Smith, Inc.  ("Merrill
     Lynch") or an  independent  record  keeper  that has a contract  or special
     arrangement  with Merrill Lynch. If on the date the plan sponsor signed the
     Merrill Lynch record  keeping  service  agreement the plan has less than $3
     million in assets  (other  than  assets  invested  in money  market  funds)
     invested in applicable  investments,  then the retirement plan may purchase
     only Class B shares of the Oppenheimer  funds. Any retirement plans in that
     category  that  currently  invest  in Class B shares  of the Fund will have
     their  Class B shares  converted  to Class A  shares  of the Fund  when the
     plan's applicable investments reach $5 million.


     OppenheimerFunds  has entered into arrangements with certain record keepers
whereby the Transfer Agent  compensates the record keeper for its record keeping
and account  servicing  functions that it performs on behalf of the  participant
level accounts of a retirement plan.  While such  compensation may act to reduce
the record  keeping fees charged by the retirement  plan's record  keeper,  that
compensation  arrangement may be terminated at any time,  potentially  affecting
the record keeping fees charged by the retirement plan's record keeper.


     Cancellation  of Purchase  Orders.  Cancellation of purchase orders for the
     Fund's shares (for example,  when a purchase  check is returned to the Fund
     unpaid)  causes a loss to be  incurred  when the net  asset  values  of the
     Fund's shares on the  cancellation  date is less than on the purchase date.
     That loss is equal to the amount of the  decline in the net asset value per
     share  multiplied  by the  number  of  shares in the  purchase  order.  The
     investor is responsible  for that loss. If the investor fails to compensate
     the Fund for the loss, the  Distributor  will do so. The Fund may reimburse
     the  Distributor  for that  amount by  redeeming  shares  from any  account
     registered in that investor's name, or the Fund or the Distributor may seek
     other redress.

     Classes of Shares.  Each class of shares of the Fund represents an interest
     in the same portfolio of investments of the Fund.  However,  each class has
     different shareholder  privileges and features. The net income attributable
     to Class B, Class C or Class N shares and the dividends payable on Class B,
     Class C or Class N shares  will be reduced by  incremental  expenses  borne
     solely by that class.  Those expenses include the asset-based sales charges
     to which Class B, Class C and Class N shares are subject.

     The  availability  of  different  classes of shares  permits an investor to
choose  the  method  of  purchasing  shares  that  is more  appropriate  for the
investor.  That may depend on the amount of the purchase, the length of time the
investor  expects to hold  shares,  and other  relevant  circumstances.  Class A
shares  normally are sold  subject to an initial  sales  charge.  While Class B,
Class C and Class N shares  have no initial  sales  charge,  the  purpose of the
deferred sales charge and asset-based sales charge on Class B, Class C and Class
N shares is the same as that of the initial  sales charge on Class A shares - to
compensate the Distributor and brokers,  dealers and financial institutions that
sell shares of the Fund. A salesperson  who is entitled to receive  compensation
from his or her firm for selling  Fund shares may  receive  different  levels of
compensation for selling one class of shares rather than another.

     The Distributor will not accept any order in the amount of $500,000 or more
for  Class B shares  or $1  million  or more for  Class C shares  on behalf of a
single investor (not including dealer "street name" or omnibus  accounts).  That
is because  generally it will be more advantageous for that investor to purchase
Class A shares of the Fund.

     |X| Class A Shares  Subject to a  Contingent  Deferred  Sales  Charge.  For
purchases  of Class A shares at net asset  value  whether  or not  subject  to a
contingent  deferred  sales  charge as  described  in the  Prospectus,  no sales
concessions  will be paid to the  broker-dealer  of record,  as described in the
Prospectus, on sales of Class A shares purchased with the redemption proceeds of
shares of another  mutual fund offered as an  investment  option in a retirement
plan in which Oppenheimer  funds are also offered as investment  options under a
special  arrangement with the  Distributor,  if the purchase occurs more than 30
days after the  Oppenheimer  funds are added as an investment  option under that
plan.  Additionally,  that  concession  will not be paid on purchases of Class A
shares by a retirement plan made with the redemption  proceeds of Class N shares
of one or more Oppenheimer funds held by the plan for more than 18 months.


     |X| Class B Conversion. Under current interpretations of applicable federal
income tax law by the Internal Revenue Service, the conversion of Class B shares
to Class A shares 72 months after purchase is not treated as a taxable event for
the shareholder.  If those laws or the IRS  interpretation  of those laws should
change,  the automatic  conversion  feature may be suspended.  In that event, no
further conversions of Class B shares would occur while that suspension remained
in effect. Although Class B shares could then be exchanged for Class A shares on
the basis of relative net asset value of the two classes, without the imposition
of a sales charge or fee, such exchange could constitute a taxable event for the
shareholder,  and absent  such  exchange,  Class B shares  might  continue to be
subject to the asset-based sales charge for longer than six years.


     |X|  Availability of Class N Shares.  In addition to the description of the
types of  retirement  plans which may purchase  Class N shares  contained in the
prospectus, Class N shares also are offered to the following:

     o to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),

     o  to  all  rollover   contributions   made  to  Individual  401(k)  plans,
     Profit-Sharing Plans and Money Purchase Pension Plans,

     o to all direct  rollovers  from  OppenheimerFunds-sponsored  Pinnacle  and
     Ascender retirement plans,

     o to all trustee-to-trustee IRA transfers,

     o to all 90-24 type 403(b) transfers,

     o to Group  Retirement Plans (as defined in Appendix B to this Statement of
     Additional  Information)  which have entered into a special  agreement with
     the Distributor for that purpose,

     o to Retirement  Plans  qualified  under  Sections  401(a) or 401(k) of the
     Internal  Revenue Code, the  recordkeeper or the plan sponsor for which has
     entered into a special agreement with the Distributor,

     o to Retirement  Plans of a plan sponsor where the aggregate  assets of all
     such plans invested in the Oppenheimer funds is $500,000 or more,


     o to  OppenheimerFunds-sponsored  Ascender  401(k)  plans  that pay for the
     purchase  with the  redemption  proceeds  of Class A shares  of one or more
     Oppenheimer funds, and


     o to certain  customers of broker-dealers  and financial  advisors that are
     identified in a special  agreement  between the  broker-dealer or financial
     advisor and the Distributor for that purpose.


     The sales  concession  and the advance of the service  fee, as described in
the Prospectus, will not be paid to dealers of record on sales of Class N shares
on:

     o  purchases  of  Class  N  shares  in  amounts  of  $500,000  or more by a
     retirement plan that pays for the purchase with the redemption  proceeds of
     Class A shares of one or more Oppenheimer  funds (other than rollovers from
     an  OppenheimerFunds-sponsored  Pinnacle or Ascender 401(k) plan to any IRA
     invested in the Oppenheimer funds),

     o  purchases  of  Class  N  shares  in  amounts  of  $500,000  or more by a
     retirement plan that pays for the purchase with the redemption  proceeds of
     Class C shares of one or more  Oppenheimer  funds held by the plan for more
     than one year  (other  than  rollovers  from an  OppenheimerFunds-sponsored
     Pinnacle or Ascender  401(k)  plan to any IRA  invested in the  Oppenheimer
     funds), and

     o on purchases of Class N shares by an OppenheimerFunds-sponsored  Pinnacle
     or Ascender 401(k) plan made with the redemption proceeds of Class A shares
     of one or more Oppenheimer funds.

     No  sales  concessions  will be paid to the  broker-dealer  of  record,  as
described  in the  Prospectus,  on sales of  Class N shares  purchased  with the
redemption  proceeds of shares of another  mutual fund offered as an  investment
option in a  retirement  plan in which  Oppenheimer  funds are also  offered  as
investment  options under a special  arrangement  with the  Distributor,  if the
purchase  occurs more than 30 days after the  Oppenheimer  funds are added as an
investment option under that plan.

     |X|  Allocation of Expenses.  The Fund pays  expenses  related to its daily
operations,  such as custodian fees, Trustees' fees, transfer agency fees, legal
fees and auditing  costs.  Those  expenses are paid out of the Fund's assets and
are not paid directly by  shareholders.  However,  those expenses reduce the net
asset values of shares,  and  therefore  are  indirectly  borne by  shareholders
through their investment.

     The  methodology  for  calculating  the  net  asset  value,  dividends  and
distributions  of the Fund's  share  classes  recognizes  two types of expenses.
General expenses that do not pertain specifically to any one class are allocated
pro rata to the shares of all classes. The allocation is based on the percentage
of the Fund's total assets that is represented by the assets of each class,  and
then  equally to each  outstanding  share  within a given  class.  Such  general
expenses include  management fees, legal,  bookkeeping and audit fees,  printing
and mailing costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current  shareholders,  fees to unaffiliated
Trustees,  custodian expenses,  share issuance costs,  organization and start-up
costs, interest,  taxes and brokerage commissions,  and non-recurring  expenses,
such as litigation costs.

     Other  expenses that are directly  attributable  to a particular  class are
allocated equally to each outstanding share within that class.  Examples of such
expenses  include  distribution  and service  plan  (12b-1)  fees,  transfer and
shareholder servicing agent fees and expenses,  and shareholder meeting expenses
(to the extent that such expenses pertain only to a specific class).


     Account Fees. As stated in the Prospectus,  a $12 annual fee is assessed on
     any account valued at less than $500.  This fee will not be assessed on the
     following accounts:


     o Accounts that have balances below $500 due to the automatic conversion of
     shares from Class B to Class A shares;

     o Accounts with an active Asset Builder Plan,  payroll  deduction plan or a
     military allotment plan;

     o  OppenheimerFunds-sponsored  group  retirement  accounts  that are making
     continuing purchases;

     o Certain accounts held by broker-dealers  through the National  Securities
     Clearing Corporation; and


     o  Accounts  that  fall  below  the $500  threshold  due  solely  to market
     fluctuations  within  the  12-month  period  preceding  the date the fee is
     deducted.


     The fee is automatically  deducted from qualifying  accounts annually on or
about the second to last  business day of  September.  This annual fee is waived
for any  shareholders  who  elect to  access  their  account  documents  through
electronic  document delivery rather than in paper copy and who elect to utilize
the Internet or PhoneLink as their primary  source for their  general  servicing
needs. To sign up to access account documents  electronically  via eDocs Direct,
please visit the Service  Center on our website at  www.oppenheimerfunds.com  or
call 1.888.470.0862 for instructions.

     Determination of Net Asset Values Per Share. The net asset values per share
     of each  class of  shares  of the Fund are  determined  as of the  close of
     business  of the  Exchange  on each  day  that the  Exchange  is open.  The
     calculation  is done  by  dividing  the  value  of the  Fund's  net  assets
     attributable  to a class by the  number of shares  of that  class  that are
     outstanding.  The Exchange normally closes at 4:00 P.M.,  Eastern time, but
     may close  earlier  on some  other  days (for  example,  in case of weather
     emergencies  or on days falling before a U.S.  holiday).  All references to
     time in this Statement of Additional  Information  mean "Eastern time." The
     Exchange's  most recent  annual  announcement  (which is subject to change)
     states that it will close on New Year's Day,  Martin Luther King,  Jr. Day,
     Presidents' Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
     Thanksgiving Day and Christmas Day. It may also close on other days.

     Dealers  other  than  Exchange  members  may  conduct  trading  in  certain
securities  on days on which the  Exchange  is closed  (including  weekends  and
holidays) or after 4:00 P.M. on a regular  business day.  Because the Fund's net
asset values will not be calculated  on those days,  the Fund's net asset values
per share may be significantly  affected on such days when  shareholders may not
purchase or redeem  shares.  Additionally,  trading on European  and Asian stock
exchanges and over-the-counter markets normally is completed before the close of
the Exchange.

     Changes in the values of securities  traded on foreign exchanges or markets
as a result of  events  that  occur  after the  prices of those  securities  are
determined,  but before the close of the Exchange,  will not be reflected in the
Fund's  calculation  of its  net  asset  values  that  day  unless  the  Manager
determines  that the event is likely to effect a material change in the value of
the security. The Manager, or an internal valuation committee established by the
Manager, as applicable,  may establish a valuation, under procedures established
by the Board and subject to the approval,  ratification  and confirmation by the
Board at its next ensuing meeting.


     |X|  Securities  Valuation.  The Fund's Board of Trustees  has  established
procedures  for  the  valuation  of the  Fund's  securities.  In  general  those
procedures are as follows:

     o Equity securities traded on a U.S. securities exchange or on Nasdaq(R)are
     valued as follows:

     1. if last sale information is regularly  reported,  they are valued at the
     last reported sale price on the principal exchange on which they are traded
     or on Nasdaq, as applicable, on that day, or

     2. if last sale  information is not available on a valuation date, they are
     valued at the last reported sale price  preceding the valuation  date if it
     is  within  the  spread of the  closing  "bid"  and  "asked"  prices on the
     valuation  date or, if not,  at the closing  "bid"  price on the  valuation
     date.

     o Equity securities traded on a foreign  securities  exchange generally are
     valued in one of the following ways:

     1. at the last sale price available to the pricing service  approved by the
     Board of Trustees, or

     2. at the last sale price  obtained by the  Manager  from the report of the
     principal  exchange  on which the  security  is traded at its last  trading
     session on or  immediately  before the  valuation  date,  or

     3. at the mean  between  the "bid" and  "asked"  prices  obtained  from the
     principal  exchange  on which the  security  is traded  or, on the basis of
     reasonable  inquiry,  from two market makers in the  security.  o Long-term
     debt securities having a remaining maturity in excess of 60 days are valued
     based on the mean  between the "bid" and  "asked"  prices  determined  by a
     portfolio  pricing  service  approved  by the Fund's  Board of  Trustees or
     obtained by the Manager  from two active  market  makers in the security on
     the basis of reasonable  inquiry. o The following  securities are valued at
     the mean  between  the "bid" and  "asked"  prices  determined  by a pricing
     service approved by the Fund's Board of Trustees or obtained by the Manager
     from two active  market  makers in the security on the basis of  reasonable
     inquiry:

     1. debt instruments that have a maturity of more than 397 days when issued,

     2. debt instruments that had a maturity of 397 days or less when issued and
     have a remaining  maturity of more than 60 days,  and

     3.  non-money  market debt  instruments  that had a maturity of 397 days or
     less when issued and which have a remaining  maturity of 60 days or less. o
     The following  securities are valued at cost,  adjusted for amortization of
     premiums and accretion of discounts:

     1. money market debt securities held by a non-money  market fund that had a
     maturity of less than 397 days when  issued that have a remaining  maturity
     of 60 days or less,  and

     2. debt  instruments  held by a money  market  fund  that have a  remaining
     maturity of 397 days or less.

     o Securities (including restricted securities) not having readily-available
     market  quotations  are valued at fair value  determined  under the Board's
     procedures. If the Manager is unable to locate two market makers willing to
     give  quotes,  a security  may be priced at the mean  between the "bid" and
     "asked"  prices  provided by a single active market maker (which in certain
     cases may be the "bid" price if no "asked" price is available).

     In the  case of U.S.  government  securities,  mortgage-backed  securities,
corporate bonds and foreign government securities, when last sale information is
not generally  available,  the Manager may use pricing services  approved by the
Board of  Trustees.  The pricing  service may use  "matrix"  comparisons  to the
prices for comparable instruments on the basis of quality,  yield, and maturity.
Other  special  factors may be involved  (such as the  tax-exempt  status of the
interest paid by municipal securities). The Manager will monitor the accuracy of
the pricing  services.  That  monitoring may include  comparing  prices used for
portfolio valuation to actual sales prices of selected securities.

     The closing  prices in the London foreign  exchange  market on a particular
business  day that are  provided  to the  Manager  by a bank,  dealer or pricing
service that the Manager has determined to be reliable are used to value foreign
currency, including forward contracts, and to convert to U.S. dollars securities
that are denominated in foreign currency.

     Puts, calls, and futures are valued at the last sale price on the principal
exchange on which they are traded or on Nasdaq, as applicable,  as determined by
a pricing service approved by the Board of Trustees or by the Manager.  If there
were no sales  that day,  they  shall be  valued  at the last sale  price on the
preceding  trading  day if it is  within  the  spread of the  closing  "bid" and
"asked" prices on the principal  exchange or on Nasdaq on the valuation date. If
not,  the value shall be the closing bid price on the  principal  exchange or on
Nasdaq on the  valuation  date.  If the put,  call or future is not traded on an
exchange or on Nasdaq,  it shall be valued by the mean between "bid" and "asked"
prices  obtained by the Manager from two active market makers.  In certain cases
that may be at the "bid" price if no "asked" price is available.

     When the Fund writes an option,  an amount equal to the premium received is
included  in the Fund's  Statement  of Assets and  Liabilities  as an asset.  An
equivalent credit is included in the liability  section.  The credit is adjusted
("marked-to-market")  to reflect the  current  market  value of the  option.  In
determining the Fund's gain on investments, if a call or put written by the Fund
is exercised,  the proceeds are increased by the premium received.  If a call or
put  written  by the Fund  expires,  the Fund  has a gain in the  amount  of the
premium. If the Fund enters into a closing purchase transaction,  it will have a
gain or loss,  depending  on whether the premium  received was more or less than
the cost of the closing  transaction.  If the Fund exercises a put it holds, the
amount the Fund receives on its sale of the underlying  investment is reduced by
the amount of premium paid by the Fund.


How to Sell Shares

     The  information  below  supplements the terms and conditions for redeeming
shares set forth in the Prospectus.

     Reinvestment  Privilege.  Within six months of a redemption,  a shareholder
     may reinvest all or part of the redemption proceeds of:

     o Class A shares  purchased  subject to an initial  sales charge or Class A
     shares on which a contingent deferred sales charge was paid, or

     o Class B shares that were subject to the Class B contingent deferred sales
     charge when redeemed.

     The reinvestment may be made without sales charge only in Class A shares of
the Fund or any of the other Oppenheimer funds into which shares of the Fund are
exchangeable as described in "How to Exchange Shares" below.  Reinvestment  will
be at the net asset value next computed  after the Transfer  Agent  receives the
reinvestment  order.  The  shareholder  must  ask the  Transfer  Agent  for that
privilege at the time of reinvestment.  This privilege does not apply to Class C
and  Class N  shares.  The Fund  may  amend,  suspend  or  cease  offering  this
reinvestment  privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation.

     Any  capital  gain that was  realized  when the  shares  were  redeemed  is
taxable,  and reinvestment  will not alter any capital gains tax payable on that
gain.  If there has been a capital  loss on the  redemption,  some or all of the
loss may not be tax  deductible,  depending  on the  timing  and  amount  of the
reinvestment.  Under the Internal  Revenue Code, if the  redemption  proceeds of
Fund  shares on which a sales  charge was paid are  reinvested  in shares of the
Fund or another of the Oppenheimer  funds within 90 days of payment of the sales
charge, the shareholder's basis in the shares of the Fund that were redeemed may
not include the amount of the sales charge  paid.  That would reduce the loss or
increase the gain  recognized  from the  redemption.  However,  in that case the
sales  charge  would  be  added  to the  basis  of the  shares  acquired  by the
reinvestment of the redemption proceeds.

     Payments "In Kind". The Prospectus  states that payment for shares tendered
     for  redemption  is  ordinarily  made  in  cash.  However,   under  certain
     circumstances,  the Board of  Trustees  of the Fund may  determine  that it
     would be detrimental to the best interests of the remaining shareholders of
     the Fund to make payment of a redemption order wholly or partly in cash. In
     that case, the Fund may pay the redemption  proceeds in whole or in part by
     a  distribution  "in kind" of liquid  securities  from the portfolio of the
     Fund, in lieu of cash.

     The Fund has  elected to be  governed  by Rule 18f-1  under the  Investment
Company Act.  Under that rule,  the Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of the Fund during any
90-day  period for any one  shareholder.  If shares are  redeemed  in kind,  the
redeeming  shareholder  might  incur  brokerage  or other  costs in selling  the
securities for cash. The Fund will value  securities  used to pay redemptions in
kind  using the same  method  the Fund uses to value  its  portfolio  securities
described  above  under  "Determination  of Net Asset  Values Per  Share."  That
valuation will be made as of the time the redemption price is determined.

     Involuntary  Redemptions.  The Fund's  Board of  Trustees  has the right to
     cause the  involuntary  redemption of the shares held in any account if the
     aggregate  net asset value of those shares is less than $200 or such lesser
     amount  as the  Board may fix.  The  Board  will not cause the  involuntary
     redemption of shares in an account if the aggregate net asset value of such
     shares has fallen  below the  stated  minimum  solely as a result of market
     fluctuations.  If the  Board  exercises  this  right,  it may  also fix the
     requirements  for any notice to be given to the  shareholders  in  question
     (not less than 30 days). The Board may  alternatively  set requirements for
     the  shareholder  to  increase  the  investment,  or set  other  terms  and
     conditions so that the shares would not be involuntarily redeemed.

     Transfers of Shares.  A transfer of shares to a different  registration  is
     not an event that triggers the payment of sales charges.  Therefore, shares
     are not subject to the payment of a contingent deferred sales charge of any
     class at the time of transfer to the name of another  person or entity.  It
     does not matter whether the transfer occurs by absolute assignment, gift or
     bequest, as long as it does not involve,  directly or indirectly,  a public
     sale of the shares.  When shares  subject to a  contingent  deferred  sales
     charge are transferred,  the transferred  shares will remain subject to the
     contingent  deferred  sales  charge.  It  will  be  calculated  as  if  the
     transferee  shareholder  had  acquired the  transferred  shares in the same
     manner and at the same time as the transferring shareholder.

     If less than all shares  held in an account are  transferred,  and some but
not all shares in the account  would be subject to a contingent  deferred  sales
charge if redeemed at the time of  transfer,  the  priorities  described  in the
Prospectus  under "How to Buy Shares" for the imposition of the Class B, Class C
and Class N contingent deferred sales charge will be followed in determining the
order in which shares are transferred.

     Distributions  From  Retirement  Plans.  Requests  for  distributions  from
OppenheimerFunds-sponsored  IRAs,  SEP-IRAs,  SIMPLE IRAs,  403(b)(7)  custodial
plans,  401(k) plans or pension or  profit-sharing  plans should be addressed to
"Trustee,  OppenheimerFunds  Retirement  Plans," c/o the  Transfer  Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover of
this Statement of Additional Information. The request must:

     (1) state the reason for the distribution;

     (2) state the owner's  awareness of tax  penalties if the  distribution  is
     premature; and

     (3) conform to the requirements of the plan and the Fund's other redemption
     requirements.

     Participants     (other    than    self-employed    plan    sponsors)    in
OppenheimerFunds-sponsored  pension or  profit-sharing  plans with shares of the
Fund  held in the name of the plan or its  fiduciary  may not  directly  request
redemption of their accounts.  The plan administrator or fiduciary must sign the
request.

     Distributions  from pension and profit sharing plans are subject to special
requirements  under the Internal Revenue Code and certain  documents  (available
from the Transfer  Agent) must be completed and submitted to the Transfer  Agent
before the  distribution  may be made.  Distributions  from retirement plans are
subject to  withholding  requirements  under the Internal  Revenue Code, and IRS
Form W-4P  (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.  Unless
the   shareholder   has  provided  the  Transfer  Agent  with  a  certified  tax
identification  number,  the Internal Revenue Code requires that tax be withheld
from any distribution  even if the shareholder  elects not to have tax withheld.
The Fund,  the  Manager,  the  Distributor,  and the  Transfer  Agent  assume no
responsibility to determine  whether a distribution  satisfies the conditions of
applicable tax laws and will not be responsible  for any tax penalties  assessed
in connection with a distribution.


     Special Arrangements for Repurchase of Shares from Dealers and Brokers. The
Distributor is the Fund's agent to repurchase its shares from authorized dealers
or brokers  on behalf of their  customers.  Shareholders  should  contact  their
broker or dealer to arrange this type of redemption.  The  repurchase  price per
share will be the net asset value next computed after the  Distributor  receives
an order placed by the dealer or broker.  However, if the Distributor receives a
repurchase  order from a dealer or broker  after the close of the  Exchange on a
regular  business day, it will be processed at that day's net asset value if the
order was received by the dealer or broker from its customers  prior to the time
the Exchange closes.  Normally,  the Exchange closes at 4:00 P.M., but may do so
earlier on some days. Additionally,  the order must have been transmitted to and
received by the  Distributor  prior to its close of business  that day (normally
5:00 P.M.).


     Ordinarily,  for accounts redeemed by a broker-dealer under this procedure,
payment  will be made  within  three  business  days after the shares  have been
redeemed upon the Distributor's  receipt of the required redemption documents in
proper  form.  The  signature(s)  of the  registered  owners  on the  redemption
documents must be guaranteed as described in the Prospectus.

     Automatic  Withdrawal and Exchange  Plans.  Investors  owning shares of the
Fund valued at $5,000 or more can authorize the Transfer  Agent to redeem shares
(having  a  value  of at  least  $50)  automatically  on a  monthly,  quarterly,
semi-annual or annual basis under an Automatic  Withdrawal Plan.  Shares will be
redeemed three business days prior to the date requested by the  shareholder for
receipt of the payment.  Automatic  withdrawals of up to $1,500 per month may be
requested  by  telephone  if  payments  are to be made by check  payable  to all
shareholders of record.  Payments must also be sent to the address of record for
the account and the address must not have been changed within the prior 30 days.
Required minimum distributions from OppenheimerFunds-sponsored  retirement plans
may not be arranged on this basis.

     Payments are normally made by check,  but shareholders  having  AccountLink
privileges  (see "How To Buy Shares") may arrange to have  Automatic  Withdrawal
Plan  payments  transferred  to the  bank  account  designated  on  the  account
application or by signature-guaranteed  instructions sent to the Transfer Agent.
Shares are  normally  redeemed  pursuant to an Automatic  Withdrawal  Plan three
business  days  before the  payment  transmittal  date you select in the account
application.  If a contingent  deferred sales charge applies to the  redemption,
the amount of the check or payment will be reduced accordingly.

     The Fund cannot guarantee  receipt of a payment on the date requested.  The
Fund reserves the right to amend, suspend or discontinue offering these plans at
any time without prior notice.  Because of the sales charge  assessed on Class A
share purchases,  shareholders  should not make regular additional Class A share
purchases while participating in an Automatic  Withdrawal Plan. Class B, Class C
and Class N  shareholders  should  not  establish  automatic  withdrawal  plans,
because of the potential  imposition of the contingent  deferred sales charge on
such  withdrawals  (except  where  the  Class B,  Class C or Class N  contingent
deferred  sales charge is waived as described in Appendix B to this Statement of
Additional Information).

     By requesting an Automatic  Withdrawal or Exchange  Plan,  the  shareholder
agrees to the terms and  conditions  that apply to such plans,  as stated below.
These  provisions  may be  amended  from  time to time by the  Fund  and/or  the
Distributor.  When adopted,  any amendments will automatically apply to existing
Plans.


     |X| Automatic Exchange Plans. Shareholders can authorize the Transfer Agent
to  exchange  a  pre-determined  amount of shares of the Fund for shares (of the
same class) of other  Oppenheimer funds  automatically on a monthly,  quarterly,
semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount
that may be exchanged to each other fund account is $50.  Instructions should be
provided   on   the   OppenheimerFunds   Application   or   signature-guaranteed
instructions.  Exchanges made under these plans are subject to the  restrictions
that  apply  to  exchanges  as set  forth  in "How to  Exchange  Shares"  in the
Prospectus and below in this Statement of Additional Information.


     |X| Automatic  Withdrawal  Plans. Fund shares will be redeemed as necessary
to meet  withdrawal  payments.  Shares  acquired  without a sales charge will be
redeemed  first.  Shares  acquired with  reinvested  dividends and capital gains
distributions  will be redeemed next,  followed by shares  acquired with a sales
charge, to the extent necessary to make withdrawal payments.  Depending upon the
amount withdrawn, the investor's principal may be depleted.  Payments made under
these plans should not be considered as a yield or income on your investment.

     The Transfer Agent will administer the investor's Automatic Withdrawal Plan
as  agent  for the  shareholder(s)  (the  "Planholder")  who  executed  the Plan
authorization and application  submitted to the Transfer Agent. Neither the Fund
nor the  Transfer  Agent shall incur any  liability  to the  Planholder  for any
action taken or not taken by the Transfer  Agent in good faith to administer the
Plan. Share certificates will not be issued for shares of the Fund purchased for
and held under the Plan,  but the Transfer  Agent will credit all such shares to
the account of the Planholder on the records of the Fund. Any share certificates
held by a Planholder  may be  surrendered  unendorsed to the Transfer Agent with
the Plan  application so that the shares  represented by the  certificate may be
held under the Plan.

     For  accounts  subject to  Automatic  Withdrawal  Plans,  distributions  of
capital gains must be  reinvested  in shares of the Fund,  which will be done at
net asset value without a sales charge.  Dividends on shares held in the account
may be paid in cash or reinvested.

     Shares will be redeemed to make withdrawal  payments at the net asset value
per share  determined on the redemption  date.  Checks or  AccountLink  payments
representing the proceeds of Plan withdrawals will normally be transmitted three
business days prior to the date  selected for receipt of the payment,  according
to the choice specified in writing by the Planholder.  Receipt of payment on the
date selected cannot be guaranteed.

     The amount and the  interval of  disbursement  payments  and the address to
which  checks  are to be mailed or  AccountLink  payments  are to be sent may be
changed at any time by the  Planholder  by writing to the  Transfer  Agent.  The
Planholder should allow at least two weeks' time after mailing such notification
for the requested  change to be put in effect.  The Planholder may, at any time,
instruct the Transfer Agent by written notice to redeem all, or any part of, the
shares held under the Plan.  That  notice  must be in proper form in  accordance
with the requirements of the then-current  Prospectus of the Fund. In that case,
the Transfer  Agent will redeem the number of shares  requested at the net asset
value  per  share  in  effect  and will  mail a check  for the  proceeds  to the
Planholder.

     The  Planholder may terminate a Plan at any time by writing to the Transfer
Agent.  The Fund may also give  directions to the Transfer  Agent to terminate a
Plan. The Transfer Agent will also terminate a Plan upon its receipt of evidence
satisfactory  to it that the  Planholder  has died or is legally  incapacitated.
Upon  termination of a Plan by the Transfer Agent or the Fund,  shares that have
not  been  redeemed  will  be  held in  uncertificated  form in the  name of the
Planholder. The account will continue as a dividend-reinvestment, uncertificated
account unless and until proper  instructions  are received from the Planholder,
his or her executor or guardian, or another authorized person.


     To use Class A shares  held under the Plan as  collateral  for a debt,  the
Planholder may request issuance of a portion of the shares in certificated form.
Upon written request from the Planholder,  the Transfer Agent will determine the
number of shares  for which a  certificate  may be issued  without  causing  the
withdrawal checks to stop.  However,  should such  uncertificated  shares become
exhausted, Plan withdrawals will terminate.


     If the  Transfer  Agent ceases to act as transfer  agent for the Fund,  the
Planholder will be deemed to have appointed any successor  transfer agent to act
as agent in administering the Plan.

How to Exchange Shares

     As stated in the  Prospectus,  shares of a particular  class of Oppenheimer
funds having more than one class of shares may be  exchanged  only for shares of
the same class of other Oppenheimer funds. Shares of Oppenheimer funds that have
a single class without a class  designation are deemed "Class A" shares for this
purpose.  You can obtain a current list showing  which funds offer which classes
of shares by calling the Distributor.

o        All of the Oppenheimer funds currently offer Class A, B, C, N and Y shares with the following
         exceptions:


         The following funds only offer Class A shares:
         Centennial America Fund, L.P.                             Centennial New York Tax Exempt Trust
         Centennial California Tax Exempt Trust                    Centennial Tax Exempt Trust
         Centennial Government Trust                               Oppenheimer Money Market Fund, Inc.
         Centennial Money Market Trust

         The following funds do not offer Class N shares:
         Oppenheimer AMT-Free New York Municipals                 Oppenheimer Pennsylvania Municipal Fund
         Oppenheimer California Municipal Fund                    Oppenheimer Rochester National Municipals
         Oppenheimer Limited Term Municipal Fund                  Oppenheimer Senior Floating Rate Fund
         Oppenheimer Municipal Bond Fund                          Limited Term New York Municipal Fund
         Oppenheimer New Jersey Municipal Fund                    Rochester Fund Municipals

         The following funds do not offer Class Y shares:
        Oppenheimer AMT-Free New York Municipals                  Oppenheimer Limited Term Municipal Fund
        Oppenheimer California Municipal Fund                     Oppenheimer Multiple Strategies Fund
        Oppenheimer Capital Income Fund                           Oppenheimer New Jersey Municipal Fund
        Oppenheimer Cash Reserves                                 Oppenheimer Pennsylvania Municipal Fund
        Oppenheimer Champion Income Fund                          Oppenheimer Principal Protected Main Street Fund
        Oppenheimer Convertible Securities Fund                   Oppenheimer Quest Capital Value Fund, Inc.
        Oppenheimer Disciplined Allocation Fund                   Oppenheimer Quest International Value Fund, Inc.
        Oppenheimer Developing Markets Fund                       Oppenheimer Rochester National Municipals
        Oppenheimer Gold & Special Minerals Fund                  Oppenheimer Senior Floating Rate Fund
        Oppenheimer International Bond Fund                       Oppenheimer Small Cap Value Fund
        Oppenheimer International Growth Fund                     Oppenheimer Total Return Bond Fund
        Oppenheimer International Small Company Fund              Limited Term New York Municipal Fund


     o Class Y shares of  Oppenheimer  Real Asset Fund may not be exchanged  for
     shares of any other fund.

     o Class B,  Class C and Class N shares of  Oppenheimer  Cash  Reserves  are
     generally available only by exchange from the same class of shares of other
     Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.

     o  Class  M  shares  of  Oppenheimer  Convertible  Securities  Fund  may be
     exchanged only for Class A shares of other Oppenheimer  funds. They may not
     be acquired  by  exchange  of shares of any class of any other  Oppenheimer
     funds except Class A shares of Oppenheimer Money Market Fund or Oppenheimer
     Cash Reserves acquired by exchange of Class M shares.

     o Class X shares of Limited Term New York  Municipal  Fund may be exchanged
     only for Class B shares of other  Oppenheimer funds and no exchanges may be
     made to Class X shares.

     o Shares of Oppenheimer Capital  Preservation Fund may not be exchanged for
     shares of Oppenheimer Money Market Fund, Inc., Oppenheimer Cash Reserves or
     Oppenheimer  Limited-Term  Government  Fund.  Only  participants in certain
     retirement  plans may purchase shares of Oppenheimer  Capital  Preservation
     Fund, and only those  participants may exchange shares of other Oppenheimer
     funds for shares of Oppenheimer Capital Preservation Fund.

     o Class A shares of Oppenheimer Senior Floating Rate Fund are not available
     by exchange of shares of Oppenheimer Money Market Fund or Class A shares of
     Oppenheimer Cash Reserves.

     o Class A shares of  Oppenheimer  funds may be exchanged at net asset value
     for shares of any money market fund offered by the  Distributor.  Shares of
     any money market fund purchased without a sales charge may be exchanged for
     shares of Oppenheimer funds offered with a sales charge upon payment of the
     sales charge. They may also be used to purchase shares of Oppenheimer funds
     subject to an early withdrawal charge or contingent deferred sales charge.

     o  Shares  of  Oppenheimer  Money  Market  Fund,  Inc.  purchased  with the
     redemption  proceeds  of shares of other  mutual  funds  (other  than funds
     managed by the  Manager or its  subsidiaries)  redeemed  within the 30 days
     prior to that  purchase may  subsequently  be exchanged for shares of other
     Oppenheimer  funds  without  being  subject to an initial  sales  charge or
     contingent  deferred  sales  charge.  To qualify  for that  privilege,  the
     investor  or  the  investor's   dealer  must  notify  the   Distributor  of
     eligibility for this privilege at the time the shares of Oppenheimer  Money
     Market Fund,  Inc. are purchased.  If requested,  they must supply proof of
     entitlement to this privilege.

     o Shares of the Fund acquired by reinvestment of dividends or distributions
     from any of the other  Oppenheimer  funds or from any unit investment trust
     for which reinvestment arrangements have been made with the Distributor may
     be exchanged at net asset value for shares of any of the Oppenheimer funds.


     o  Shares  of  Oppenheimer  Principal  Protected  Main  Street  Fund may be
     exchanged  at net asset value for shares of any of the  Oppenheimer  funds.
     However,  shareholders  are not  permitted  to  exchange  shares  of  other
     Oppenheimer funds for shares of Oppenheimer Principal Protected Main Street
     Fund until after the expiration of the warranty period (8/5/2010).


     The Fund may amend,  suspend or  terminate  the  exchange  privilege at any
time.  Although the Fund may impose these  changes at any time,  it will provide
you with notice of those changes  whenever it is required to do so by applicable
law. It may be required to provide 60 days' notice prior to materially  amending
or  terminating  the exchange  privilege.  That 60 day notice is not required in
extraordinary circumstances.

     |X| How Exchanges Affect Contingent  Deferred Sales Charges.  No contingent
deferred  sales charge is imposed on exchanges of shares of any class  purchased
subject to a contingent deferred sales charge, with the following exceptions:

     o When  Class A  shares  of any  Oppenheimer  fund  (other  than  Rochester
     National Municipals and Rochester Fund Municipals)  acquired by exchange of
     Class A shares  of any  Oppenheimer  fund  purchased  subject  to a Class A
     contingent  deferred  sales charge are redeemed  within 18 months  measured
     from the  beginning  of the calendar  month of the initial  purchase of the
     exchanged Class A shares,  the Class A contingent  deferred sales charge is
     imposed on the redeemed shares.

     o When Class A shares of Rochester  National  Municipals and Rochester Fund
     Municipals  acquired by exchange of Class A shares of any Oppenheimer  fund
     purchased  subject  to a Class  A  contingent  deferred  sales  charge  are
     redeemed  within 24 months of the  beginning of the  calendar  month of the
     initial  purchase of the exchanged  Class A shares,  the Class A contingent
     deferred sales charge is imposed on the redeemed shares.

     o If any Class A shares of another  Oppenheimer fund that are exchanged for
     Class A shares of Oppenheimer  Senior Floating Rate Fund are subject to the
     Class A contingent  deferred sales charge of the other  Oppenheimer fund at
     the time of  exchange,  the  holding  period  for that  Class A  contingent
     deferred  sales charge will carry over to the Class A shares of Oppenheimer
     Senior  Floating Rate Fund acquired in the exchange.  The Class A shares of
     Oppenheimer  Senior  Floating  Rate Fund  acquired in that exchange will be
     subject  to the  Class A Early  Withdrawal  Charge  of  Oppenheimer  Senior
     Floating  Rate Fund if they are  repurchased  before the  expiration of the
     holding period.

     o When Class A shares of Oppenheimer  Cash Reserves and  Oppenheimer  Money
     Market Fund, Inc. acquired by exchange of Class A shares of any Oppenheimer
     fund  purchased  subject to a Class A contingent  deferred sales charge are
     redeemed  within  the  Class A holding  period  of the fund from  which the
     shares were exchanged,  the Class A contingent deferred sales charge of the
     fund from  which the shares  were  exchanged  is  imposed  on the  redeemed
     shares. o With respect to Class B shares,  the Class B contingent  deferred
     sales charge is imposed on Class B shares  acquired by exchange if they are
     redeemed within six years of the initial  purchase of the exchanged Class B
     shares. o With respect to Class C shares,  the Class C contingent  deferred
     sales charge is imposed on Class C shares  acquired by exchange if they are
     redeemed within 12 months of the initial  purchase of the exchanged Class C
     shares.


     o With respect to Class N shares,  a 1%  contingent  deferred  sales charge
     will be  imposed  if the  retirement  plan (not  including  IRAs and 403(b)
     plans)  is  terminated  or  Class N shares  of all  Oppenheimer  funds  are
     terminated  as an  investment  option  of the plan and  Class N shares  are
     redeemed within 18 months after the plan's first purchase of Class N shares
     of any Oppenheimer fund or with respect to an individual retirement plan or
     403(b)  plan,  Class N shares are  redeemed  within 18 months of the plan's
     first purchase of Class N shares of any Oppenheimer fund.

     o When  Class B,  Class C or Class N  shares  are  redeemed  to  effect  an
     exchange, the priorities described in "How To Buy Shares" in the Prospectus
     for the  imposition of the Class B, Class C or Class N contingent  deferred
     sales charge will be followed in determining  the order in which the shares
     are exchanged.  Before  exchanging  shares,  shareholders  should take into
     account how the exchange may affect any  contingent  deferred  sales charge
     that might be imposed in the subsequent redemption of remaining shares.

     Shareholders  owning shares of more than one class must specify which class
of shares they wish to exchange.

     Limits on Multiple  Exchange Orders.  The Fund reserves the right to reject
telephone or written exchange requests  submitted in bulk by anyone on behalf of
more than one account.  The Fund may accept  requests for  exchanges of up to 50
accounts per day from  representatives  of  authorized  dealers that qualify for
this privilege.

     Telephone  Exchange  Requests.  When  exchanging  shares  by  telephone,  a
shareholder  must have an existing  account in the fund to which the exchange is
to be made.  Otherwise,  the  investors  must obtain a  prospectus  of that fund
before the exchange  request may be submitted.  If all telephone  lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  shareholders might not be able to request exchanges by telephone
and would have to submit written exchange requests.

     Processing  Exchange  Requests.  Shares to be exchanged are redeemed on the
regular  business day the Transfer Agent receives an exchange  request in proper
form (the "Redemption  Date").  Normally,  shares of the fund to be acquired are
purchased on the  Redemption  Date,  but such purchases may be delayed by either
fund up to five business days if it determines that it would be disadvantaged by
an immediate transfer of the redemption  proceeds.  The Fund reserves the right,
in its discretion,  to refuse any exchange request that may disadvantage it. For
example,  if the  receipt of  multiple  exchange  requests  from a dealer  might
require the  disposition  of portfolio  securities  at a time or at a price that
might be disadvantageous to the Fund, the Fund may refuse the request.  When you
exchange  some or all of your  shares  from one  fund to  another,  any  special
account feature such as an Asset Builder Plan or Automatic Withdrawal Plan, will
be switched to the new fund account unless you tell the Transfer Agent not to do
so. However, special redemption and exchange features such as Automatic Exchange
Plans and  Automatic  Withdrawal  Plans  cannot be  switched  to an  account  in
Oppenheimer Senior Floating Rate Fund.



     In connection with any exchange request, the number of shares exchanged may
be less than the number  requested if the exchange or the number requested would
include  shares  subject  to a  restriction  cited  in the  Prospectus  or  this
Statement of Additional Information,  or would include shares covered by a share
certificate  that is not  tendered  with the request.  In those cases,  only the
shares available for exchange without restriction will be exchanged.

     The different  Oppenheimer  funds  available  for exchange  have  different
investment objectives,  policies and risks. A shareholder should assure that the
fund selected is  appropriate  for his or her  investment and should be aware of
the tax  consequences  of an  exchange.  For  federal  income tax  purposes,  an
exchange  transaction  is  treated as a  redemption  of shares of one fund and a
purchase of shares of another.  "Reinvestment  Privilege," above, discusses some
of the tax  consequences of  reinvestment of redemption  proceeds in such cases.
The  Fund,  the  Distributor,  and the  Transfer  Agent are  unable  to  provide
investment,  tax or legal advice to a shareholder in connection with an exchange
request or any other investment transaction.


Dividends, Capital Gains and Taxes


     Dividends and Distributions.  The Fund has no fixed dividend rate and there
     can be no assurance as to the payment of any  dividends or the  realization
     of any capital gains.  The dividends and  distributions  paid by a class of
     shares  will vary from time to time  depending  on market  conditions,  the
     composition  of the Fund's  portfolio,  and  expenses  borne by the Fund or
     borne  separately by a class.  Dividends are calculated in the same manner,
     at the same time,  and on the same day for each  class of shares.  However,
     dividends  on Class B, Class C and Class N shares are  expected to be lower
     than  dividends  on Class A shares.  That is  because  of the effect of the
     asset-based  sales  charge on Class B,  Class C and  Class N shares.  Those
     dividends  will also differ in amount as a consequence of any difference in
     the net asset values of the different classes of shares.


     Dividends,  distributions  and  proceeds of the  redemption  of Fund shares
represented  by checks  returned to the Transfer  Agent by the Postal Service as
undeliverable  will be invested in shares of Oppenheimer Money Market Fund, Inc.
Reinvestment  will be made as  promptly  as  possible  after the  return of such
checks  to the  Transfer  Agent,  to  enable  the  investor  to earn a return on
otherwise  idle funds.  Unclaimed  accounts may be subject to state  escheatment
laws, and the Fund and the Transfer Agent will not be liable to  shareholders or
their representatives for compliance with those laws in good faith.

     Tax  Status of the  Fund's  Dividends,  Distributions  and  Redemptions  of
Shares.  The federal tax  treatment of the Fund's  dividends  and capital  gains
distributions is briefly highlighted in the Prospectus.  The following is only a
summary of certain  additional tax considerations  generally  affecting the Fund
and its shareholders.

     The tax  discussion  in the  Prospectus  and this  Statement of  Additional
Information is based on tax law in effect on the date of the Prospectus and this
Statement of Additional  Information.  Those laws and regulations may be changed
by legislative,  judicial, or administrative action,  sometimes with retroactive
effect.  State and local tax treatment of ordinary income  dividends and capital
gain dividends from regulated investment companies may differ from the treatment
under the Internal Revenue Code described below.  Potential purchasers of shares
of the Fund are urged to consult their tax advisers  with specific  reference to
their own tax  circumstances as well as the  consequences of federal,  state and
local tax rules affecting an investment in the Fund.

     |X| Qualification as a Regulated  Investment Company.  The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. As a regulated investment company, the Fund is
not subject to federal  income tax on the portion of its net  investment  income
(that is, taxable interest, dividends, and other taxable ordinary income, net of
expenses)  and  capital  gain net income  (that is, the excess of net  long-term
capital  gains  over net  short-term  capital  losses)  that it  distributes  to
shareholders.  That qualification  enables the Fund to "pass through" its income
and realized  capital gains to  shareholders  without having to pay tax on them.
This avoids a "double tax" on that income and capital gains,  since shareholders
normally  will be taxed on the dividends and capital gains they receive from the
Fund  (unless  their  Fund  shares  are  held  in a  retirement  account  or the
shareholder is otherwise exempt from tax).

     The Internal  Revenue Code contains a number of complex  tests  relating to
qualification  that the Fund might not meet in a particular  year. If it did not
qualify as a  regulated  investment  company,  the Fund would be treated for tax
purposes as an  ordinary  corporation  and would  receive no tax  deduction  for
payments made to shareholders.

     To qualify as a regulated  investment company,  the Fund must distribute at
least 90% of its investment  company  taxable  income (in brief,  net investment
income and the excess of net short-term  capital gain over net long-term capital
loss)  for  the  taxable  year.  The  Fund  must  also  satisfy   certain  other
requirements of the Internal  Revenue Code,  some of which are described  below.
Distributions  by the Fund made  during the  taxable  year or,  under  specified
circumstances,  within 12 months  after the close of the taxable  year,  will be
considered  distributions  of income  and gains  for the  taxable  year and will
therefore count toward satisfaction of the above-mentioned requirement.

     To qualify as a regulated investment company, the Fund must derive at least
90% of its gross income from dividends,  interest, certain payments with respect
to  securities  loans,  gains  from the sale or  other  disposition  of stock or
securities or foreign currencies (to the extent such currency gains are directly
related to the regulated investment company's principal business of investing in
stock or securities) and certain other income.

     In addition to satisfying the  requirements  described above, the Fund must
satisfy  an  asset  diversification  test in  order to  qualify  as a  regulated
investment company.  Under that test, at the close of each quarter of the Fund's
taxable  year,  at least 50% of the value of the Fund's  assets must  consist of
cash  and  cash  items  (including  receivables),  U.S.  government  securities,
securities of other  regulated  investment  companies,  and  securities of other
issuers. As to each of those issuers,  the Fund must not have invested more than
5% of the value of the Fund's total assets in securities of each such issuer and
the Fund must not hold more than 10% of the  outstanding  voting  securities  of
each such  issuer.  No more than 25% of the  value of its  total  assets  may be
invested  in the  securities  of any one  issuer  (other  than  U.S.  government
securities and securities of other regulated investment companies), or in two or
more  issuers  which the Fund  controls  and which  are  engaged  in the same or
similar trades or businesses.  For purposes of this test,  obligations issued or
guaranteed by certain agencies or  instrumentalities  of the U.S. government are
treated as U.S. government securities.

     |X|  Excise  Tax on  Regulated  Investment  Companies.  Under the  Internal
Revenue  Code,  by December 31 each year,  the Fund must  distribute  98% of its
taxable investment income earned from January 1 through December 31 of that year
and 98% of its capital gains realized in the period from November 1 of the prior
year through  October 31 of the current  year. If it does not, the Fund must pay
an excise tax on the amounts not distributed.  It is presently  anticipated that
the Fund will meet  those  requirements.  To meet this  requirement,  in certain
circumstances the Fund might be required to liquidate  portfolio  investments to
make sufficient distributions to avoid excise tax liability.  However, the Board
of Trustees and the Manager might  determine in a particular  year that it would
be in the  best  interests  of  shareholders  for  the  Fund  not to  make  such
distributions  at  the  required  levels  and  to  pay  the  excise  tax  on the
undistributed  amounts.  That would reduce the amount of income or capital gains
available for distribution to shareholders.

     |X|  Taxation  of Fund  Distributions.  The Fund  anticipates  distributing
substantially  all of its  investment  company  taxable  income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income and
treated as dividends for federal income tax purposes.

     Special  provisions of the Internal  Revenue Code govern the eligibility of
the  Fund's  dividends  for  the  dividends-received   deduction  for  corporate
shareholders.  Long-term  capital gains  distributions  are not eligible for the
deduction.  The amount of  dividends  paid by the Fund that may  qualify for the
deduction is limited to the aggregate  amount of qualifying  dividends  that the
Fund derives  from  portfolio  investments  that the Fund has held for a minimum
period,  usually 46 days. A corporate  shareholder  will not be eligible for the
deduction  on  dividends  paid on Fund shares  held for 45 days or less.  To the
extent the Fund's  dividends are derived from gross income from option premiums,
interest  income or  short-term  gains from the sale of  securities or dividends
from foreign corporations, those dividends will not qualify for the deduction.

     The Fund may either retain or distribute  to  shareholders  its net capital
gain for each taxable year.  The Fund  currently  intends to distribute any such
amounts.  If net long term capital  gains are  distributed  and  designated as a
capital gain  distribution,  it will be taxable to  shareholders  as a long-term
capital gain and will be properly  identified in reports sent to shareholders in
January  of each  year.  Such  treatment  will  apply  no  matter  how  long the
shareholder  has held his or her shares or whether that gain was  recognized  by
the Fund before the shareholder acquired his or her shares.

     If the Fund elects to retain its net capital gain, the Fund will be subject
to tax on it at the 35% corporate tax rate. If the Fund elects to retain its net
capital gain, the Fund will provide to shareholders of record on the last day of
its taxable year information  regarding their pro rata share of the gain and tax
paid. As a result,  each  shareholder  will be required to report his or her pro
rata  share of such gain on their tax return as  long-term  capital  gain,  will
receive a  refundable  tax credit for  his/her pro rata share of tax paid by the
Fund on the gain,  and will  increase  the tax basis  for  his/her  shares by an
amount equal to the deemed distribution less the tax credit.


     Investment  income  that may be received  by the Fund from  sources  within
foreign  countries may be subject to foreign taxes  withheld at the source.  The
United  States has entered into tax treaties with many foreign  countries  which
entitle the Fund to a reduced rate of, or exemption from, taxes on such income.

     Distributions by the Fund that do not constitute  ordinary income dividends
or  capital  gain  distributions  will be  treated as a return of capital to the
extent  of the  shareholder's  tax basis in their  shares.  Any  excess  will be
treated as gain from the sale of those shares, as discussed below.  Shareholders
will be advised  annually  as to the U.S.  federal  income tax  consequences  of
distributions made (or deemed made) during the year. If prior distributions made
by the Fund must be  re-characterized  as a non-taxable return of capital at the
end of the  fiscal  year as a result  of the  effect  of the  Fund's  investment
policies, they will be identified as such in notices sent to shareholders.

     Distributions  by the Fund will be treated in the  manner  described  above
regardless  of  whether  the  distributions  are paid in cash or  reinvested  in
additional  shares of the Fund (or of another  fund).  Shareholders  receiving a
distribution  in the form of  additional  shares will be treated as  receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.


                    The Fund will be required in certain  cases to withhold  28%
               of ordinary income dividends, capital gains distributions and the
               proceeds of the redemption of shares, paid to any shareholder (1)
               who has  failed  to  provide a  correct  taxpayer  identification
               number or to properly certify that number when required,  (2) who
               is  subject  to backup  withholding  for  failure  to report  the
               receipt of interest or dividend income  properly,  or (3) who has
               failed to certify to the Fund that the shareholder is not subject
               to backup  withholding  or is an  "exempt  recipient"  (such as a
               corporation).  All  income  and any tax  withheld  by the Fund is
               remitted by the Fund to the U.S.  Treasury and is  identified  in
               reports mailed to shareholders in January of each year.


     |X| Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares,  the shareholder will recognize a gain or loss on the
redeemed shares in an amount equal to the difference between the proceeds of the
redeemed shares and the shareholder's adjusted tax basis in the shares. All or a
portion  of  any  loss  recognized  in  that  manner  may be  disallowed  if the
shareholder  purchases  other  shares of the Fund within 30 days before or after
the redemption.

     In general,  any gain or loss arising from the  redemption of shares of the
Fund will be  considered  capital  gain or loss,  if the  shares  were held as a
capital asset. It will be long-term capital gain or loss if the shares were held
for more than one year. However, any capital loss arising from the redemption of
shares held for six months or less will be treated as a long-term  capital  loss
to the extent of the amount of capital gain dividends  received on those shares.
Special holding period rules under the Internal  Revenue Code apply in this case
to  determine  the  holding  period  of  shares  and  there  are  limits  on the
deductibility of capital losses in any year.

     |X| Foreign Shareholders. Under U.S. tax law, taxation of a shareholder who
is a foreign  person  (to  include,  but not  limited  to, a  nonresident  alien
individual,  a foreign  trust, a foreign  estate,  a foreign  corporation,  or a
foreign  partnership)  primarily  depends on whether the foreign person's income
from the Fund is  effectively  connected  with the  conduct  of a U.S.  trade or
business.  Typically,  ordinary income dividends paid from a mutual fund are not
considered "effectively connected" income.


     Ordinary  income  dividends  that are paid by the Fund (and are  deemed not
"effectively connected income") to foreign persons will be subject to a U.S. tax
withheld  by the Fund at a rate of 28%,  provided  the Fund  obtains a  properly
completed and signed  Certificate of Foreign Status. The tax rate may be reduced
if the  foreign  person's  country of  residence  has a tax treaty with the U.S.
allowing for a reduced tax rate on ordinary  income  dividends paid by the Fund.
All income and any tax  withheld by the Fund is remitted by the Fund to the U.S.
Treasury and is identified in reports  mailed to  shareholders  in March of each
year.

     If the ordinary income  dividends from the Fund are  effectively  connected
with the conduct of a U.S. trade or business,  then the foreign person may claim
an  exemption  from the U.S.  tax  described  above  provided the Fund obtains a
properly  completed and signed  Certificate  of Foreign  Status.  If the foreign
person fails to provide a certification of his/her foreign status, the Fund will
be required to withhold U.S. tax at a rate of 28% on ordinary income  dividends,
capital gains  distributions and the proceeds of the redemption of shares,  paid
to any foreign  person.  All income and any tax withheld (in this  situation) by
the Fund is  remitted  by the Fund to the U.S.  Treasury  and is  identified  in
reports mailed to shareholders in January of each year.


     The tax  consequences to foreign persons  entitled to claim the benefits of
an applicable tax treaty may be different from those described  herein.  Foreign
shareholders  are urged to consult  their own tax advisors or the U.S.  Internal
Revenue  Service with respect to the particular tax  consequences  to them of an
investment in the Fund,  including  the  applicability  of the U.S.  withholding
taxes described above.

     Dividend  Reinvestment in Another Fund.  Shareholders of the Fund may elect
to reinvest all dividends  and/or capital gains  distributions  in shares of the
same class of any of the other Oppenheimer funds listed above. Reinvestment will
be made  without  sales charge at the net asset value per share in effect at the
close of business on the payable date of the dividend or distribution.  To elect
this option,  the shareholder must notify the Transfer Agent in writing and must
have an existing  account in the fund selected for  reinvestment.  Otherwise the
shareholder first must obtain a prospectus for that fund and an application from
the Distributor to establish an account.  Dividends  and/or  distributions  from
shares of certain other Oppenheimer funds (other than Oppenheimer Cash Reserves)
may be invested in shares of this Fund on the same basis.

Additional Information About the Fund

     The Distributor.  The Fund's shares are sold through  dealers,  brokers and
other financial  institutions that have a sales agreement with  OppenheimerFunds
Distributor,  Inc.,  a  subsidiary  of the  Manager  that  acts  as  the  Fund's
Distributor.  The Distributor also distributes  shares of the other  Oppenheimer
funds and is sub-distributor for funds managed by a subsidiary of the Manager.

     The Transfer Agent.  OppenheimerFunds  Services, the Fund's Transfer Agent,
is a division of the  Manager.  It is  responsible  for  maintaining  the Fund's
shareholder  registry  and  shareholder   accounting  records,  and  for  paying
dividends  and  distributions  to  shareholders.  It  also  handles  shareholder
servicing and administrative  functions.  It serves as the Transfer Agent for an
annual per account  fee.  It also acts as  shareholder  servicing  agent for the
other  Oppenheimer  funds.  Shareholders  should  direct  inquiries  about their
accounts to the Transfer Agent at the address and toll-free numbers shown on the
back cover.


     The  Custodian.  JPMorgan Chase Bank is the custodian of the Fund's assets.
The custodian's responsibilities include safeguarding and controlling the Fund's
portfolio  securities  and handling the delivery of such  securities to and from
the Fund.  It is the practice of the Fund to deal with the custodian in a manner
uninfluenced by any banking relationship the custodian may have with the Manager
and its  affiliates.  The Fund's cash  balances  with the custodian in excess of
$100,000  are not  protected  by  federal  deposit  insurance.  Those  uninsured
balances at times may be substantial.


     Independent  Auditors.  KPMG LLP is the  independent  auditors of the Fund.
They audit the Fund's  financial  statements  and perform  other  related  audit
services.  They also act as  auditors  for certain  other  funds  advised by the
Manager and its affiliates.


INDEPENDENT AUDITORS' REPORT


--------------------------------------------------------------------------------
 The Board of Trustees and Shareholders of
 Oppenheimer Developing Markets Fund:

 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Developing Markets Fund, including the statement of investments, as
 of August 31, 2003, and the related statement of operations for the year then
 ended, the statements of changes in net assets for each of the two years in the
 period then ended, and the financial highlights for each of the five years in
 the period then ended. These financial statements and financial highlights are
 the responsibility of the Fund's management. Our responsibility is to express
 an opinion on these financial statements and financial highlights based on our
 audits.

    We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America. Those standards require that we plan
 and perform the audit to obtain reasonable assurance about whether the
 financial statements and financial highlights are free of material
 misstatement. An audit includes examining, on a test basis, evidence supporting
 the amounts and disclosures in the financial statements. Our procedures
 included confirmation of securities owned as of August 31, 2003, by
 correspondence with the custodian and brokers or by other appropriate auditing
 procedures where replies from brokers were not received. An audit also includes
 assessing the accounting principles used and significant estimates made by
 management, as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 Oppenheimer Developing Markets Fund as of August 31, 2003, the results of its
 operations for the year then ended, the changes in its net assets for each of
 the two years in the period then ended, and the financial highlights for each
 of the five years in the period then ended, in conformity with accounting
 principles generally accepted in the United States of America.




  /s/ KPMG LLP
 KPMG LLP

 Denver, Colorado
 September 22, 2003


STATEMENT OF INVESTMENTS  August 31, 2003

                                                                   Market Value
                                                      Shares        See Note 1
--------------------------------------------------------------------------------
 Common Stocks--93.7%

--------------------------------------------------------------------------------
 Consumer Discretionary--21.4%
--------------------------------------------------------------------------------
 Automobiles--0.7%
 Bajaj Auto Ltd.                                      340,000     $   5,399,651
--------------------------------------------------------------------------------
 Hotels, Restaurants & Leisure--3.7%
 Danubius Hotel
 & Spa Rt. 1                                          210,000         2,949,689
--------------------------------------------------------------------------------
 Greek Organization
 of Football
 Prognostics SA                                       375,000         4,462,962
--------------------------------------------------------------------------------
 Hongkong &
 Shanghai Hotels
 Ltd. (The)                                        11,850,000         6,457,269
--------------------------------------------------------------------------------
 Intralot SA                                          500,000         8,750,261
--------------------------------------------------------------------------------
 Jollibee Foods Corp.                              18,586,890         5,748,174
                                                                  --------------
                                                                     28,368,355

--------------------------------------------------------------------------------
 Household Durables--3.2%
 Corporacion GEO SA
 de CV, Series B 1,2                                5,273,000        23,896,492
--------------------------------------------------------------------------------
 Internet & Catalog Retail--2.8%
 LG Home
 Shopping, Inc.                                       326,500        21,337,153
--------------------------------------------------------------------------------
 Leisure Equipment & Products--0.2%
 Pihsiang Machinery
 Manufacturing
 Co. Ltd.                                             475,000         1,543,562
--------------------------------------------------------------------------------
 Media--7.4%
 Grupo Televisa SA,
 Sponsored GDR                                        505,000        18,937,500
--------------------------------------------------------------------------------
 Hurriyet Gazetecilik
 ve Matbaacilik AS                              1,269,910,000         2,672,540
--------------------------------------------------------------------------------
 Shaw Brothers Ltd.
 (Hong Kong)                                        4,500,000         4,673,466
--------------------------------------------------------------------------------
 Singapore Press
 Holdings Ltd.                                        785,000         8,374,408
--------------------------------------------------------------------------------
 Television
 Broadcasts Ltd.                                    2,850,000        12,022,156
--------------------------------------------------------------------------------
 Zee Telefilms Ltd.                                 4,400,000         9,819,372
                                                                  --------------
                                                                     56,499,442

--------------------------------------------------------------------------------
 Multiline Retail--1.5%
 Lojas Americanas
 SA, Preference 2                               2,000,000,000        11,347,518
--------------------------------------------------------------------------------
 Specialty Retail--1.2%
 Courts (Singapore)
 Ltd. 2,3                                          11,300,000         3,674,483


                                                                   Market Value
                                                      Shares        See Note 1
--------------------------------------------------------------------------------
 Specialty Retail Continued
 JD Group Ltd.                                      1,231,649     $   5,311,381
                                                                  --------------
                                                                      8,985,864

--------------------------------------------------------------------------------
 Textiles, Apparel & Luxury Goods--0.7%
 Folli-Follie SA                                      268,470         5,352,717
--------------------------------------------------------------------------------
 Consumer Staples--12.7%
--------------------------------------------------------------------------------
 Beverages--3.3%
 Coca-Cola FEMSA
 SA, Sponsored ADR 1                                  213,700         4,626,605
--------------------------------------------------------------------------------
 Companhia de
 Bebidas das
 Americas, ADR                                        480,000        10,651,200
--------------------------------------------------------------------------------
 Serm Suk
 Public Co. Ltd.                                    8,583,000         6,162,047
--------------------------------------------------------------------------------
 United Breweries
 Holdings Ltd. 1,2                                  1,850,000           994,819
--------------------------------------------------------------------------------
 United Breweries
 Ltd. 1,2                                           1,450,289         3,046,746
                                                                  --------------
                                                                     25,481,417

--------------------------------------------------------------------------------
 Food & Staples Retailing--3.6%
 Companhia
 Brasileira de
 Distribuicao Grupo
 Pao de Acucar,
 Sponsored ADR                                        171,000         3,361,860
--------------------------------------------------------------------------------
 Dairy Farm
 International
 Holdings Ltd.                                      6,000,000         8,100,000
--------------------------------------------------------------------------------
 Jeronimo Martins
 & Filho SA 1                                         590,000         4,521,371
--------------------------------------------------------------------------------
 President Chain
 Store Corp.                                        7,116,000         9,395,503
--------------------------------------------------------------------------------
 PT Hero
 Supermarket Tbk 1,2,3                             17,938,200         1,796,991
                                                                  --------------
                                                                     27,175,725

--------------------------------------------------------------------------------
 Food Products--1.3%
 Sadia SA, Preference                              12,600,000         9,744,681
--------------------------------------------------------------------------------
 Personal Products--1.7%
 Amore Pacific Corp.                                  102,000        12,812,221
--------------------------------------------------------------------------------
 Tobacco--2.8%
 Eastern
 Tobacco Co. 3                                        600,000         6,731,707
--------------------------------------------------------------------------------
 ITC Ltd.                                             800,000        14,527,051
                                                                  --------------
                                                                     21,258,758



                    10 | OPPENHEIMER DEVELOPING MARKETS FUND


                                                                   Market Value
                                                       Shares        See Note 1
--------------------------------------------------------------------------------
 Energy--4.7%
--------------------------------------------------------------------------------
 Oil & Gas--4.7%
 Bharat Petroleum
 Corp. Ltd.                                         3,000,000     $  21,662,304
--------------------------------------------------------------------------------
 SK Corp.                                           1,000,000        14,173,562
                                                                  --------------
                                                                     35,835,866

--------------------------------------------------------------------------------
 Financials--20.9%
--------------------------------------------------------------------------------
 Commercial Banks--8.2%
 Commercial
 International Bank,
 Sponsored GDR                                        150,000           898,500
--------------------------------------------------------------------------------
 Commercial
 International Bank,
 Sponsored GDR 4                                      900,000         5,391,000
--------------------------------------------------------------------------------
 Grupo Financiero
 Banorte SA de CV                                   4,400,000        11,724,826
--------------------------------------------------------------------------------
 Grupo Financiero
 Inbursa SA de CV                                  13,441,100        13,827,289
--------------------------------------------------------------------------------
 ICICI Bank Ltd.                                      580,000         2,271,161
--------------------------------------------------------------------------------
 ICICI Bank Ltd.,
 Sponsored ADR 1                                    2,030,000        19,670,700
--------------------------------------------------------------------------------
 Uniao de Bancos
 Brasileiros SA
 (Unibanco),
 Sponsored ADR                                        425,000         8,181,250
                                                                  --------------
                                                                     61,964,726

--------------------------------------------------------------------------------
 Consumer Finance--0.6%
 Tisco Finance
 Public Co. Ltd. 1                                  6,499,980         4,824,760
--------------------------------------------------------------------------------
 Diversified Financial Services--4.2%
 Fubon Financial
 Holding Co. Ltd.,
 GDR                                                1,080,000         9,763,200
--------------------------------------------------------------------------------
 Haci Omer Sabanci
 Holding AS                                       675,000,000         1,805,778
--------------------------------------------------------------------------------
 Haci Omer Sabanci
 Holding AS,
 Sponsored ADR 3                                   10,000,000         6,750,000
--------------------------------------------------------------------------------
 Hong Kong
 Exchanges &
 Clearing Ltd.                                      3,040,000         5,456,865
--------------------------------------------------------------------------------
 Kiatnakin Finance
 Public Co. Ltd.                                    2,999,920         2,537,046
--------------------------------------------------------------------------------
 Kotak Mahindra
 Bank Ltd.                                          1,297,700         5,933,637
                                                                  --------------
                                                                     32,246,526


                                                                   Market Value
                                                       Shares        See Note 1
--------------------------------------------------------------------------------
 Insurance--2.2%
 Aksigorta AS                                   3,074,518,594     $   9,266,872
--------------------------------------------------------------------------------
 Sanlam Ltd.                                        7,700,000         7,615,962
                                                                  --------------
                                                                     16,882,834

--------------------------------------------------------------------------------
 Real Estate--2.7%
 Brazil Realty SA
 Empreendimentos
 e Participacoes 2,3                                   49,000            57,920
--------------------------------------------------------------------------------
 Brazil Realty SA,
 GDR 1,2,4                                            435,720         4,650,222
--------------------------------------------------------------------------------
 G. Accion SA de CV,
 Series B 1,3                                       5,000,000         2,265,929
--------------------------------------------------------------------------------
 Medinet Nasr
 for Housing &
 Development Co. 3                                    720,000         3,315,512
--------------------------------------------------------------------------------
 Solidere, GDR 3                                        3,075            15,529
--------------------------------------------------------------------------------
 Solidere, GDR 3                                    2,046,925        10,336,971
                                                                  --------------
                                                                     20,642,083

--------------------------------------------------------------------------------
 Thrifts & Mortgage Finance--3.0%
 Housing
 Development
 Finance Corp. Ltd.                                 2,132,400        22,447,417
--------------------------------------------------------------------------------
 Health Care--6.3%
--------------------------------------------------------------------------------
 Health Care Providers & Services--0.6%
 Grupo Casa Saba
 SA de CV,
 Sponsored ADR                                        400,000         4,720,000
--------------------------------------------------------------------------------
 Pharmaceuticals--5.7%
 Dr. Reddy's
 Laboratories Ltd.                                    421,000        10,585,615
--------------------------------------------------------------------------------
 Dr. Reddy's
 Laboratories Ltd.,
 Sponsored ADR                                        290,100         7,354,035
--------------------------------------------------------------------------------
 Pliva d.d., GDR 4                                    920,000        13,800,000
--------------------------------------------------------------------------------
 Sun Pharmaceutical
 Industries Ltd.                                    1,064,027        11,718,456
                                                                  --------------
                                                                     43,458,106

--------------------------------------------------------------------------------
 Industrials--9.5%
--------------------------------------------------------------------------------
 Aerospace & Defense--4.6%
 Empresa Brasileira
 de Aeronautica
 SA (Embraer),
 Preference                                           6,800,000      34,677,474
                                                                    -----------
 Air Freight & Logistics--1.0%
 Sinotrans Ltd. 1                                    21,322,000       7,244,617




                    11 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                   Market Value
                                                       Shares       See Note 1
--------------------------------------------------------------------------------
 Construction & Engineering--0.9%
 Larsen & Toubro
 Ltd.                                                 1,040,000     $ 6,560,122
--------------------------------------------------------------------------------
 Orascom
 Construction
 Industries 3                                            15,354         123,556
                                                                    ------------
                                                                      6,683,678

--------------------------------------------------------------------------------
 Machinery--3.0%
 Hyundai Heavy
 Industries Co. Ltd. 1                                  899,000      23,118,778
--------------------------------------------------------------------------------
 Information Technology--6.2%
--------------------------------------------------------------------------------
 Computers & Peripherals--1.0%
 Lite-On
 Technology Corp. 1                                   6,953,246       7,877,821
--------------------------------------------------------------------------------
 Electronic Equipment & Instruments--1.9%
 Hankuk Electric
 Glass Co. Ltd.                                          43,000       3,612,985
--------------------------------------------------------------------------------
 Synnex Technology
 International Corp.                                  7,370,000      11,111,746
                                                                    ------------
                                                                     14,724,731

--------------------------------------------------------------------------------
 IT Services--1.0%
 NIIT Ltd. 2                                          2,500,000       7,452,552
--------------------------------------------------------------------------------
 Semiconductors & Semiconductor Equipment--1.2%
 PKL Corp. 1                                          1,325,000       8,670,274
--------------------------------------------------------------------------------
 Software--1.1%
 Amdocs Ltd. 1                                          360,000       8,056,800
--------------------------------------------------------------------------------
 Materials--5.2%
--------------------------------------------------------------------------------
 Chemicals--1.5%
 Asian Paints Ltd.
 (India)                                              1,687,500      11,334,669
--------------------------------------------------------------------------------
 Metals & Mining--3.7%
 Anglo American
 Platinum Corp. Ltd.                                    310,000      11,516,099
--------------------------------------------------------------------------------
 Antofagasta plc                                        550,000       6,785,709
--------------------------------------------------------------------------------
 PT Aneka
 Tambang Tbk                                         94,772,600       9,494,014
                                                                    ------------
                                                                     27,795,822

--------------------------------------------------------------------------------
 Telecommunication Services--5.2%
--------------------------------------------------------------------------------
 Diversified Telecommunication Services--3.3%
 IMPSAT Fiber
 Networks, Inc. 1,3                                     156,240       1,394,442
--------------------------------------------------------------------------------
 Portugal
 Telecom SA                                             960,000       6,935,213
--------------------------------------------------------------------------------
 Portugal Telecom
 SA, Sponsored ADR                                      565,000       4,101,900


                                                                   Market Value
                                                       Shares       See Note 1
--------------------------------------------------------------------------------
 Diversified Telecommunication Services Continued
 Tele Norte Leste
 Participacoes SA
 (Telemar)                                          750,000,000      $ 7,193,516
--------------------------------------------------------------------------------
 Telemar Norte
 Leste SA, Preference                               230,000,000        3,507,092
--------------------------------------------------------------------------------
 Videsh Sanchar
 Nigam Ltd.                                              87,924          231,702
--------------------------------------------------------------------------------
 Videsh Sanchar
 Nigam Ltd.,
 Sponsored ADR                                          300,100        1,614,538
                                                                     -----------
                                                                      24,978,403

--------------------------------------------------------------------------------
 Wireless Telecommunication Services--1.9%
 SK Telecom Co. Ltd.                                     48,000        8,188,415
--------------------------------------------------------------------------------
 SK Telecom Co. Ltd.,
 ADR                                                    320,000        6,099,200
                                                                     -----------
                                                                      14,287,615

--------------------------------------------------------------------------------
 Utilities--1.6%
--------------------------------------------------------------------------------
 Electric Utilities--1.6%
 Companhia
 Energetica de Minas
 Gerais, Preference                                 925,000,000       10,109,085
--------------------------------------------------------------------------------
 Companhia Paranaense
 Energia, Sponsored
 ADR, B Shares,
 Preference 1                                           600,700        1,681,960
                                                                     -----------
                                                                      11,791,045
                                                                     -----------
 Total Common Stocks
 (Cost $574,789,957)                                                 710,920,153

--------------------------------------------------------------------------------
 Preferred Stocks--0.0%

 Sun Pharmaceutical
 Industries Ltd.,
 6% Cum. 1,3
 (Cost $41,055)                                       1,768,000           83,309


                    12 | OPPENHEIMER DEVELOPING MARKETS FUND


                                                      Principal    Market Value
                                                         Amount      See Note 1
--------------------------------------------------------------------------------
 Joint Repurchase Agreements--6.0%

 Undivided interest of 26.29% in joint repurchase
 agreement (Principal Amount/Market Value
 $174,849,000, with a maturity value of
 $174,868,622) with PaineWebber, Inc.,
 1.01%, dated 8/29/03, to be repurchased
 at $45,971,158 on 9/2/03, collateralized
 by Federal National Mortgage Assn.,
 5%--6%, 4/1/18--3/1/33, with a value
 of $178,650,471
 (Cost $45,966,000)                                 $45,966,000    $ 45,966,000


                                                                   Market Value
                                                                     See Note 1
--------------------------------------------------------------------------------
 Total Investments,
 at Value
 (Cost $620,797,012)                                       99.7%   $756,969,462
--------------------------------------------------------------------------------
 Other Assets
 Net of Liabilities                                         0.3       1,975,499
                                                   -----------------------------
 Net Assets                                               100.0%   $758,944,961
                                                   =============================


Footnotes to Statement of Investments
1. Non-income producing security.
2. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended August 31, 2003.
The aggregate fair value of securities of affiliated companies held by the Fund
as of August 31, 2003 amounts to $56,917,742. Transactions during the period in
which the issuer was an affiliate are as follows:

                                                                                                Unrealized
                                     Shares         Gross          Gross            Shares    Appreciation    Dividend     Realized
                            August 31, 2002     Additions     Reductions   August 31, 2003   (Depreciation)     Income         Gain
------------------------------------------------------------------------------------------------------------------------------------

Stocks and/or Warrants
Brazil Realty SA
Empreendimentos e
Participacoes                       28,000        21,000              --            49,000    $    10,739   $    1,394    $      --
Brazil Realty SA, GDR              435,720            --              --           435,720     (1,413,497)     208,666           --
Corporacion GEO SA
de CV, Series B                  5,218,000        55,000              --         5,273,000     14,133,399           --           --
Courts (Singapore) Ltd.         10,877,000       423,000              --        11,300,000       (694,763)      94,323           --
Lojas Americanas SA,
Preference                   2,122,357,600            --     122,357,600     2,000,000,000      6,839,619      826,695      130,018
Medinet Nasr
for Housing &
Development Co.*                   539,032       180,968              --           720,000             --      232,718           --
NIIT Ltd.                        1,475,000     1,025,000              --         2,500,000     (8,433,310)      97,787           --
PT Aneka Tambang Tbk*           99,100,000    10,755,501       5,082,900        94,772,600             --      792,779      143,990
PT Hero Supermarket Tbk         13,531,400     4,406,800              --        17,938,200       (120,484)          --           --
United Breweries
Holdings Ltd.                    1,953,227       678,064         781,291**       1,850,000     (1,795,568)          --           --
United Breweries Ltd.                   --     1,450,289**            --         1,450,289        (85,854)          --           --
                                                                                              --------------------------------------
                                                                                              $ 8,440,281   $2,254,362    $ 274,008
                                                                                              ======================================


  *No longer an affiliate as of August 31, 2003.
  **United Breweries Ltd. is the result of a spin off from United Breweries
  Holdings Ltd.
3. Identifies issues considered to be illiquid. See Note 6 of Notes to Financial
Statements.
4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $23,841,222 or 3.14% of the Fund's net
assets as of August 31, 2003.



                    13 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

 Distribution of investments representing geographic holdings, as a percentage
 of total investments at value, is as follows:

 Geographic Holdings                         Market Value          Percent
----------------------------------------------------------------------------
 India                                     $  162,707,856            21.4%
 Brazil                                       105,163,778            13.9
 Korea, Republic of South                      98,012,588            12.9
 Mexico                                        79,998,641            10.5
 United States                                 55,417,242             7.3
 Taiwan                                        39,691,832             5.2
 Hong Kong                                     28,609,756             3.8
 South Africa                                  24,443,442             3.2
 Turkey                                        20,495,190             2.7
 Singapore                                     20,148,891             2.7
 Greece                                        18,565,940             2.5
 Egypt                                         16,460,275             2.2
 Portugal                                      15,558,484             2.1
 Croatia                                       13,800,000             1.8
 Thailand                                      13,523,853             1.8
 Indonesia                                     11,291,005             1.5
 Lebanon                                       10,352,500             1.4
 China                                          7,244,617             1.0
 Great Britain                                  6,785,709             0.9
 Philippines                                    5,748,174             0.8
 Hungary                                        2,949,689             0.4
                                           ---------------------------------
 Total                                       $756,969,462           100.0%
                                           =================================


 See accompanying Notes to Financial Statements.


                    14 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENT OF ASSETS AND LIABILITIES  August 31, 2003


--------------------------------------------------------------------------------------------------
 Assets

 Investments, at value--see accompanying statement:
 Unaffiliated companies (cost $572,319,551)                                          $700,051,720
 Affiliated companies (cost $48,477,461)                                               56,917,742
                                                                                    --------------
                                                                                      756,969,462
--------------------------------------------------------------------------------------------------
 Cash                                                                                     252,824
--------------------------------------------------------------------------------------------------
 Cash--foreign currencies (cost $2,178,248)                                             2,226,380
--------------------------------------------------------------------------------------------------
 Unrealized appreciation on foreign currency contracts                                        181
--------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of beneficial interest sold                                                     9,460,507
 Interest and dividends                                                                 3,920,037
 Other                                                                                      3,338
                                                                                    --------------
 Total assets                                                                         772,832,729

--------------------------------------------------------------------------------------------------
 Liabilities

 Unrealized depreciation on foreign currency contracts                                        912
--------------------------------------------------------------------------------------------------
 Payables and other liabilities:
 Investments purchased                                                                  5,713,289
 Shares of beneficial interest redeemed                                                 4,241,910
 Foreign capital gains taxes                                                            3,168,045
 Distribution and service plan fees                                                       275,569
 Transfer and shareholder servicing agent fees                                            185,362
 Shareholder reports                                                                       93,372
 Trustees' compensation                                                                    48,545
 Other                                                                                    160,764
                                                                                    --------------
 Total liabilities                                                                     13,887,768

--------------------------------------------------------------------------------------------------
 Net Assets                                                                          $758,944,961
                                                                                    ==============

--------------------------------------------------------------------------------------------------
 Composition of Net Assets

 Paid-in capital                                                                     $656,912,584
--------------------------------------------------------------------------------------------------
 Undistributed net investment income                                                    1,063,410
--------------------------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency transactions       (32,115,941)
--------------------------------------------------------------------------------------------------
 Net unrealized appreciation on investments and translation of assets and
 liabilities denominated in foreign currencies, net of foreign capital gains taxes    133,084,908
                                                                                    --------------
 Net Assets                                                                          $758,944,961
                                                                                    ==============





                    15 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENT OF ASSETS AND LIABILITIES  Continued


-------------------------------------------------------------------------------------------------
 Net Asset Value Per Share


 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $588,450,190 and 34,776,882 shares of beneficial interest outstanding)                    $16.92
 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering price)                                                               $17.95
-------------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $84,705,437
 and 5,045,546 shares of beneficial interest outstanding)                                  $16.79
-------------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $77,080,802
 and 4,624,141 shares of beneficial interest outstanding)                                  $16.67
-------------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $8,708,532
 and 519,340 shares of beneficial interest outstanding)                                    $16.77




 See accompanying Notes to Financial Statements.




                    16 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENT OF OPERATIONS  For the Year Ended August 31, 2003


--------------------------------------------------------------------------------------------
 Investment Income


 Dividends:
 Unaffiliated companies (net of foreign withholding taxes of $1,751,916)       $ 13,202,966
 Affiliated companies (net of foreign withholding taxes of $193,373)              2,254,362
--------------------------------------------------------------------------------------------
 Interest                                                                           281,534
                                                                               -------------
 Total investment income                                                         15,738,862

--------------------------------------------------------------------------------------------
 Expenses

 Management fees                                                                  4,792,388
--------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                            902,108
 Class B                                                                            626,169
 Class C                                                                            521,534
 Class N                                                                             20,884
--------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A                                                                          1,414,254
 Class B                                                                            301,138
 Class C                                                                            199,992
 Class N                                                                             16,313
--------------------------------------------------------------------------------------------
 Custodian fees and expenses                                                        823,931
--------------------------------------------------------------------------------------------
 Shareholder reports                                                                171,516
--------------------------------------------------------------------------------------------
 Trustees' compensation                                                              31,805
--------------------------------------------------------------------------------------------
 Other                                                                               72,640
                                                                               -------------
 Total expenses                                                                   9,894,672
 Less reduction to custodian expenses                                                (1,889)
 Less voluntary waiver of transfer and shareholder servicing agent fees-Class A    (168,717)
 Less voluntary waiver of transfer and shareholder servicing agent fees-Class B     (94,725)
 Less voluntary waiver of transfer and shareholder servicing agent fees-Class C     (24,960)
 Less voluntary waiver of transfer and shareholder servicing agent fees-Class N      (3,665)
                                                                               -------------
 Net expenses                                                                     9,600,716

--------------------------------------------------------------------------------------------
 Net Investment Income                                                            6,138,146


--------------------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)

 Net realized gain (loss) on:
 Investments:
   Unaffiliated companies                                                       (10,418,126)
   Affiliated companies                                                             274,008
 Foreign currency transactions                                                   (2,464,143)
                                                                               -------------
 Net realized loss                                                              (12,608,261)
--------------------------------------------------------------------------------------------
 Net change in unrealized appreciation on:
 Investments (net of foreign capital gains tax of $2,860,619)                   146,174,177
 Translation of assets and liabilities denominated in foreign currencies         10,699,207
                                                                               -------------
 Net change in unrealized appreciation                                          156,873,384

--------------------------------------------------------------------------------------------
 Net Increase in Net Assets Resulting from Operations                          $150,403,269
                                                                               =============




 See accompanying Notes to Financial Statements.


                    17 | OPPENHEIMER DEVELOPING MARKETS FUND


STATEMENTS OF CHANGES IN NET ASSETS



 Year Ended August 31,                                                                    2003                2002
--------------------------------------------------------------------------------------------------------------------
 Operations

 Net investment income                                                            $  6,138,146        $  5,915,150
--------------------------------------------------------------------------------------------------------------------
 Net realized loss                                                                 (12,608,261)        (10,082,312)
--------------------------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation                                             156,873,384           3,810,385
                                                                                 -----------------------------------
 Net increase (decrease) in net assets resulting from operations                   150,403,269            (356,777)

--------------------------------------------------------------------------------------------------------------------
 Dividends and/or Distributions to Shareholders

 Dividends from net investment income:
 Class A                                                                            (5,036,106)         (2,829,231)
 Class B                                                                              (444,216)           (317,608)
 Class C                                                                              (484,074)           (190,847)
 Class N                                                                               (56,763)             (1,342)

--------------------------------------------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase in net assets resulting from beneficial interest transactions:
 Class A                                                                           139,680,513         173,089,553
 Class B                                                                             5,073,409          17,214,907
 Class C                                                                            15,689,824          26,983,183
 Class N                                                                             5,246,193           1,769,282

--------------------------------------------------------------------------------------------------------------------
 Net Assets

 Total increase                                                                    310,072,049         215,361,120
--------------------------------------------------------------------------------------------------------------------
 Beginning of period                                                               448,872,912         233,511,792
                                                                                 -----------------------------------
 End of period [including undistributed net investment
 income of $1,063,410 and $986,368, respectively]                                 $758,944,961        $448,872,912
                                                                                 ===================================



 See accompanying Notes to Financial Statements.


18  |  OPPENHEIMER DEVELOPING MARKETS FUND



FINANCIAL HIGHLIGHTS


 Class A   Year Ended August 31,                         2003              2002             2001            2000          1999
---------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                   $ 13.43          $ 12.93          $ 16.85         $ 11.40       $  7.76
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                      .19              .25              .21             .20           .10
 Net realized and unrealized gain (loss)                   3.50              .45            (3.54)           5.37          3.71
                                                        -------------------------------------------------------------------------
 Total from investment operations                          3.69              .70            (3.33)           5.57          3.81
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                      (.20)            (.20)            (.20)           (.12)         (.10)
 Distributions from net realized gain                        --               --             (.39)             --          (.07)
                                                        -------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                             (.20)            (.20)            (.59)           (.12)         (.17)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                          $16.92           $13.43           $12.93          $16.85        $11.40
                                                        =========================================================================

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                       27.93%            5.44%          (20.08)%         49.12%        49.92%


---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $588,450         $337,405         $167,178        $114,137       $40,046
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $374,841         $257,746         $153,027        $ 77,848       $29,183
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                                     1.42%            1.91%            1.76%           1.56%         1.11%
 Total expenses                                            1.81%            1.81%            1.69%           1.96%         2.36%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                       1.76%             1.77%             N/A 3           N/A 3         N/A 3
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                      6%              10%              16%             22%           37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.

See accompanying Notes to Financial Statements.


                    19 | OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued


 Class B   Year Ended August 31,                       2003             2002            2001           2000           1999
-----------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                $ 13.32          $ 12.82         $ 16.70         $ 11.30       $  7.69
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                   .09              .15             .12             .11           .04
 Net realized and unrealized gain (loss)                3.47              .44           (3.53)           5.33          3.68
                                                     ------------------------------------------------------------------------
 Total from investment operations                       3.56              .59           (3.41)           5.44          3.72
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                   (.09)            (.09)           (.08)           (.04)         (.04)
 Distributions from net realized gain                     --               --            (.39)             --          (.07)
                                                     ------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                          (.09)            (.09)           (.47)           (.04)         (.11)
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $16.79           $13.32          $12.82          $16.70        $11.30
                                                     ========================================================================

-----------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                    26.98%            4.61%         (20.67)%         48.20%        48.81%


-----------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)            $84,705          $63,005         $45,393         $48,146       $21,028
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $62,676          $54,744         $48,135         $37,333       $16,430
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                                  0.66%            1.14%           0.92%           0.78%         0.37%
 Total expenses                                         2.67%            2.58%           2.46%           2.72%         3.10%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                     2.52%            2.54%            N/A 3           N/A 3         N/A 3
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   6%              10%             16%             22%           37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.

See accompanying Notes to Financial Statements.


                    20 | OPPENHEIMER DEVELOPING MARKETS FUND



  Class C    Year Ended August 31,                  2003            2002          2001           2000             1999
-------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period             $ 13.25         $ 12.78       $ 16.68        $ 11.31          $  7.68
-------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                .10             .17           .12            .09              .04
 Net realized and unrealized gain (loss)             3.44             .41         (3.52)          5.32             3.69
                                                  -----------------------------------------------------------------------
 Total from investment operations                    3.54             .58         (3.40)          5.41             3.73
-------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                (.12)           (.11)         (.11)          (.04)            (.03)
 Distributions from net realized gain                  --              --          (.39)            --             (.07)
                                                  -----------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                       (.12)           (.11)         (.50)          (.04)            (.10)
-------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                    $16.67          $13.25        $12.78         $16.68           $11.31
                                                  =======================================================================

-------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                 27.05%           4.54%       (20.68)%        47.93%           48.98%

-------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)         $77,081         $46,722       $20,864        $16,363           $5,064
-------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $52,236         $33,334       $19,646        $10,230           $4,022
-------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                               0.66%           1.15%         0.94%          0.82%            0.41%
 Total expenses                                      2.57%           2.57%         2.46%          2.71%            3.08%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                  2.52%           2.53%          N/A 3          N/A 3            N/A 3
-------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                6%             10%           16%            22%              37%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.

See accompanying Notes to Financial Statements.


                    21 | OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued


 Class N  Year Ended August 31,                                  2003           2002          2001 1
------------------------------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period                           $ 13.36        $ 12.91       $ 15.26
------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                              .22            .32           .05
 Net realized and unrealized gain (loss)                           3.41            .34         (2.40)
                                                               ---------------------------------------
 Total from investment operations                                  3.63            .66         (2.35)
------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                              (.22)          (.21)           --
 Distributions from net realized gain                                --             --            --
                                                               ---------------------------------------
 Total dividends and/or distributions to shareholders              (.22)          (.21)           --
------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                  $16.77         $13.36        $12.91
                                                               =======================================

------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                               27.73%          5.13%       (15.40)%


------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                        $8,709         $1,741           $77
------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                               $4,196          $ 686           $35
------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                             1.27%          1.68%         1.63%
 Total expenses                                                    2.08%          2.04%         1.96%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                                                1.99%          2.00%          N/A 4
------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                              6%            10%           16%



1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year. Returns do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption of
Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.

See accompanying Notes to Financial Statements.


                    22 | OPPENHEIMER DEVELOPING MARKETS FUND


NOTES TO FINANCIAL STATEMENTS



--------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Developing Markets Fund (the Fund) is registered under the
 Investment Company Act of 1940, as amended, as an open-end management
 investment company. The Fund's investment objective is to aggressively seek
 capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc.
 (the Manager).
    The Fund offers Class A, Class B, Class C and Class N shares. Class A shares
 are sold at their offering price, which is normally net asset value plus a
 front-end sales charge. Class B, Class C and Class N shares are sold without a
 front-end sales charge but may be subject to a contingent deferred sales charge
 (CDSC). Class N shares are sold only through retirement plans. Retirement plans
 that offer Class N shares may impose charges on those accounts. All classes of
 shares have identical rights and voting privileges. Earnings, net assets and
 net asset value per share may differ by minor amounts due to each class having
 its own expenses directly attributable to that class. Classes A, B, C and N
 have separate distribution and/or service plans. Class B shares will
 automatically convert to Class A shares six years after the date of purchase.
 The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed
 (either by selling or exchanging to another Oppenheimer fund) within 30 days of
 their purchase. The fee, which is retained by the Fund, is accounted for as an
 addition to paid-in capital.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.
--------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. Securities traded on NASDAQ are valued based on the closing
 price provided by NASDAQ prior to the time when the Fund's assets are valued.
 In the absence of a sale, the security is valued at the last sale price on the
 prior trading day, if it is within the spread of the closing bid and asked
 prices, and if not, at the closing bid price. Securities (including restricted
 securities) for which quotations are not readily available are valued primarily
 using dealer-supplied valuations, a portfolio pricing service authorized by the
 Board of Trustees, or at their fair value. Fair value is determined in good
 faith using consistently applied procedures under the supervision of the Board
 of Trustees. Short-term "money market type" debt securities with remaining
 maturities of sixty days or less are valued at amortized cost (which
 approximates market value).
--------------------------------------------------------------------------------
 Foreign Currency Translation. The Fund's accounting records are maintained in
 U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of such
 transactions.



                    23 | OPPENHEIMER DEVELOPING MARKETS FUND


NOTES TO FINANCIAL STATEMENTS  Continued


--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency gains
 and losses in the Fund's Statement of Operations.
--------------------------------------------------------------------------------
 Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the
 Securities and Exchange Commission, the Fund, along with other affiliated funds
 advised by the Manager, may transfer uninvested cash balances into joint
 trading accounts on a daily basis. Secured by U.S. government securities, these
 balances are invested in one or more repurchase agreements. Securities pledged
 as collateral for repurchase agreements are held by a custodian bank until the
 agreements mature. Each agreement requires that the market value of the
 collateral be sufficient to cover payments of interest and principal. In the
 event of default by the other party to the agreement, retention of the
 collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated on a
 daily basis to each class of shares based upon the relative proportion of net
 assets represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to comply with provisions of the Internal
 Revenue Code applicable to regulated investment companies and to distribute
 substantially all of its investment company taxable income, including any net
 realized gain on investments not offset by capital loss carryforwards, if any,
 to shareholders, therefore, no federal income or excise tax provision is
 required.

 The tax components of capital shown in the table below represent distribution
 requirements the Fund must satisfy under the income tax regulations, losses the
 Fund may be able to offset against income and gains realized in future years
 and unrealized appreciation or depreciation of investment for federal income
 tax purposes.




                    24 | OPPENHEIMER DEVELOPING MARKETS FUND


                                                                              Net Unrealized
                                                                                Appreciation
     Undistributed     Undistributed                Accumulated             Based on Cost of
     Net Investment        Long-Term                       Loss       Securities for Federal
     Income                     Gain         Carryforward 1,2,3          Income Tax Purposes
     ---------------------------------------------------------------------------------------

     $21,813,532                 $--                $31,889,842                 $112,153,051


1. As of August 31, 2003, the Fund had $19,295,605 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of August 31, 2003, details
of the capital loss carryforwards were as follows:

                              Expiring
                              ----------------------
                              2010       $ 8,068,791
                              2011        11,226,814
                                       -------------
                              Total      $19,295,605
                                       =============

2. During the fiscal years ended August 31, 2003 and August 31, 2002, the Fund
did not utilize any capital loss carryforwards.
3. As of August 31, 2003, the Fund had $12,594,237 of post-October losses
available to offset future realized capital gains, if any. Such losses, if
unutilized, will expire in 2012.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for August 31, 2003. Net assets of the
Fund were unaffected by the reclassifications.

     From                 To                             Net
     Ordinary        Capital        Tax Return    Investment
     Income             Loss        of Capital          Loss
     -------------------------------------------------------
     $39,945          $9,051             $--             $--

 The tax character of distributions paid during the years ended August 31, 2003
 and August 31, 2002 was as follows:
                               Year Ended        Year Ended
                          August 31, 2003   August 31, 2002
     ------------------------------------------------------
     Distributions paid from:
     Ordinary income           $6,021,159       $3,339,028

 The aggregate cost of investments and the composition of unrealized
 appreciation and depreciation of investments for federal income tax purposes as
 of August 31, 2003 are noted below. The primary difference between book and tax
 appreciation or depreciation of investments, if applicable, is attributable to
 the tax deferral of losses or tax realization of financial statement unrealized
 gain or loss.

     Federal tax cost                 $644,896,914
                                     =============
     Gross unrealized appreciation    $145,967,329
     Gross unrealized depreciation     (33,814,278)
                                     -------------
     Net unrealized appreciation      $112,153,051
                                     =============


                    25 | OPPENHEIMER DEVELOPING MARKETS FUND


NOTES TO FINANCIAL STATEMENTS  Continued



--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
 Certain foreign countries impose a tax on capital gains which is accrued by the
 Fund based on unrealized appreciation, if any, on affected securities. The tax
 is paid when the gain is realized.
--------------------------------------------------------------------------------
 Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the year ended
 August 31, 2003, the Fund's projected benefit obligations were increased by
 $8,677 and payments of $1,368 were made to retired trustees, resulting in an
 accumulated liability of $44,365 as of August 31, 2003.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all or
 a portion of the annual compensation they are entitled to receive from the
 Fund. Under the plan, deferred amounts are treated as though equal dollar
 amounts had been invested in shares of the Fund or are invested in other
 selected Oppenheimer funds. Deferral of trustees' fees under the plan will not
 affect the net assets of the Fund, and will not materially affect the Fund's
 assets, liabilities or net investment income per share. Amounts will be
 deferred until distributed in accordance to the Plan.
--------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date. Income and capital gain distributions, if
 any, are declared and paid annually.
--------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 Expense Offset Arrangement. The reduction of custodian fees represents earnings
 on cash balances maintained by the Fund.
--------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.




                    26 | OPPENHEIMER DEVELOPING MARKETS FUND



--------------------------------------------------------------------------------
 2. Shares of Beneficial Interest
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:

                              Year Ended August 31, 2003         Year Ended August 31, 2002
                                Shares            Amount           Shares            Amount
--------------------------------------------------------------------------------------------

 Class A
 Sold                       27,774,840     $ 381,173,305       24,549,643     $ 345,324,115
 Dividends and/or
 distributions reinvested      345,063         4,409,888          196,759         2,577,550
 Redeemed                  (18,474,251)     (245,902,680)     (12,543,703)     (174,812,112)
                           -----------------------------------------------------------------
 Net increase                9,645,652     $ 139,680,513       12,202,699     $ 173,089,553
                           =================================================================

--------------------------------------------------------------------------------------------
 Class B
 Sold                        2,331,057     $  31,318,480        2,392,548     $  33,442,516
 Dividends and/or
 distributions reinvested       31,756           404,888           21,908           286,340
 Redeemed                   (2,048,970)      (26,649,959)      (1,224,073)      (16,513,949)
                           -----------------------------------------------------------------
 Net increase                  313,843     $   5,073,409        1,190,383     $  17,214,907
                           =================================================================

--------------------------------------------------------------------------------------------
 Class C
 Sold                        2,690,076     $  35,884,161        2,631,550     $  36,946,809
 Dividends and/or
 distributions reinvested       33,761           427,423           13,133           170,863
 Redeemed                   (1,624,911)      (20,621,760)        (752,220)      (10,134,489)
                           -----------------------------------------------------------------
 Net increase                1,098,926     $  15,689,824        1,892,463     $  26,983,183
                           =================================================================

--------------------------------------------------------------------------------------------
 Class N
 Sold                          508,343     $   6,839,560          153,629     $   2,190,151
 Dividends and/or
 distributions reinvested        4,454            56,525              101             1,328
 Redeemed                     (123,773)       (1,649,892)         (29,368)         (422,197)
                           -----------------------------------------------------------------
 Net increase                  389,024     $   5,246,193          124,362     $   1,769,282
                           =================================================================



--------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended August 31, 2003, were
 $168,028,746 and $26,900,975, respectively.

--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee at an
 annual rate of 1.00% of the first $250 million of average annual net assets of
 the Fund, 0.95% of the next $250 million, 0.90% of the next $500 million and
 0.85% of average annual net assets over $1 billion.



                    27 | OPPENHEIMER DEVELOPING MARKETS FUND


NOTES TO FINANCIAL STATEMENTS  Continued


--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates Continued
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund. The
 Fund pays OFS a per account fee. For the year ended August 31, 2003, the Fund
 paid $1,659,576 to OFS for services to the Fund.
    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees for all classes, up to an annual rate of 0.35% of average net assets per
 class. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous public
 offering of the different classes of shares of the Fund.

 The compensation paid to (or retained by) the Distributor from the sale of
 shares or on the redemption of shares is shown in the table below for the
 period indicated.

                        Aggregate          Class A     Concessions      Concessions     Concessions      Concessions
                        Front-End        Front-End      on Class A       on Class B      on Class C       on Class N
                    Sales Charges    Sales Charges          Shares           Shares          Shares           Shares
                       on Class A      Retained by     Advanced by      Advanced by     Advanced by      Advanced by
 Year Ended                Shares      Distributor   Distributor 1    Distributor 1   Distributor 1    Distributor 1
 --------------------------------------------------------------------------------------------------------------------

 August 31, 2003         $903,547         $192,174        $225,942         $508,114        $265,308          $49,110



1. The Distributor advances concession payments to dealers for certain sales of
Class A shares and for sales of Class B, Class C and Class N shares from its own
resources at the time of sale.

                               Class A       Class B        Class C        Class N
                            Contingent    Contingent     Contingent     Contingent
                              Deferred      Deferred       Deferred       Deferred
                         Sales Charges Sales Charges  Sales Charges  Sales Charges
                           Retained by   Retained by    Retained by    Retained by
 Year Ended                Distributor   Distributor    Distributor    Distributor
----------------------------------------------------------------------------------

 August 31, 2003               $14,364      $205,512        $31,227        $21,239


--------------------------------------------------------------------------------
 Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class
 A Shares. It reimburses the Distributor for a portion of its costs incurred for
 services provided to accounts that hold Class A shares. Reimbursement is made
 quarterly at an annual rate of up to 0.25% of the average annual net assets of
 Class A shares of the Fund. For the year ended August 31, 2003, expense under
 the Class A Plan totaled $902,108, all of which were paid by the Distributor to
 recipients, which included $7,107 retained by the Distributor and $19,747 which
 was paid to an affiliate of the Manager. Any unreimbursed expenses the
 Distributor incurs with respect to Class A shares in any fiscal year cannot be
 recovered in subsequent years.
--------------------------------------------------------------------------------
 Distribution and Service Plans for Class B, Class C and Class N Shares. The
 Fund has adopted Distribution and Service Plans for Class B, Class C and Class
 N shares. Under the plans, the Fund pays the Distributor an annual asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.


                    28 | OPPENHEIMER DEVELOPING MARKETS FUND



 Distribution fees paid to the Distributor for the year ended August 31, 2003,
 were as follows:

                                                                             Distributor's
                                                           Distributor's         Aggregate
                                                               Aggregate      Unreimbursed
                                                            Unreimbursed     Expenses as %
                      Total Payments    Amount Retained         Expenses     of Net Assets
                          Under Plan     by Distributor       Under Plan          of Class
-------------------------------------------------------------------------------------------

 Class B Plan               $626,169           $505,387       $1,615,583              1.91%
 Class C Plan                521,534            245,067        1,014,558              1.32
 Class N Plan                 20,884             17,899           71,912              0.83



--------------------------------------------------------------------------------
 5. Foreign Currency Contracts
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts to settle specific purchases or sales of securities
 denominated in a foreign currency and for protection from adverse exchange rate
 fluctuation. Risks to the Fund include the potential inability of the
 counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using prevailing foreign currency exchange rates.
 Unrealized appreciation and depreciation on foreign currency contracts are
 reported in the Statement of Assets and Liabilities as a receivable or payable
 and in the Statement of Operations with the change in unrealized appreciation
 or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of the
 foreign transaction. Contracts closed or settled with the same broker are
 recorded as net realized gain or loss. Such realized gains and losses are
 reported with all other foreign currency gains and losses in the Statement of
 Operations.

 As of August 31, 2003, the Fund had outstanding foreign currency contracts as
 follows:

                                         Contract            Valuation
                           Expiration      Amount                as of          Unrealized           Unrealized
 Contract Description           Dates      (000s)      August 31, 2003        Appreciation         Depreciation
-----------------------------------------------------------------------------------------------------------------

 Contracts to Purchase
 Egyptian Pounds [EGP]         9/2/03      1,144EGP           $186,090                $ --                 $912
 Mexican Nuevo Peso [MXN]      9/2/03      1,133MXN            102,699                 181                   --
                                                                                      ---------------------------
 Total unrealized appreciation and depreciation                                       $181                 $912
                                                                                      ===========================


--------------------------------------------------------------------------------
 6. Illiquid Securities
 As of August 31, 2003, investments in securities included issues that are
 illiquid. A security may be considered illiquid if it lacks a readily available
 market or if its valuation has not changed for a certain period of time. The
 Fund intends to invest no more than 15% of its net assets (determined at the
 time of purchase and reviewed periodically) in illiquid securities. The
 aggregate value of illiquid securities subject to this limitation as of August
 31, 2003 was $36,546,349, which represents 4.82% of the Fund's net assets.



                    29 | OPPENHEIMER DEVELOPING MARKETS FUND


NOTES TO FINANCIAL STATEMENTS  Continued



--------------------------------------------------------------------------------
 7. Borrowing and Lending Arrangements
 The Fund entered into an "interfund borrowing and lending arrangement" with
 other funds in the Oppenheimer funds complex, to allow funds to borrow for
 liquidity purposes. The arrangement was initiated pursuant to exemptive relief
 granted by the Securities and Exchange Commission to allow these affiliated
 funds to lend money to, and borrow money from, each other, in an attempt to
 reduce borrowing costs below those of bank loan facilities. Under the
 arrangement the Fund may lend money to other Oppenheimer funds and may borrow
 from other Oppenheimer funds at a rate set by the Fund's Board of Trustees,
 based upon a recommendation by the Manager. The Fund's borrowings, if any, are
 subject to asset coverage requirements under the Investment Company Act and the
 provisions of the SEC order and other applicable regulations. If the Fund
 borrows money, there is a risk that the loan could be called on one day's
 notice, in which case the Fund might have to borrow from a bank at higher rates
 if a loan were not available from another Oppenheimer fund. If the Fund lends
 money to another fund, it will be subject to the risk that the other fund might
 not repay the loan in a timely manner, or at all.
    The Fund had no interfund borrowings or loans outstanding during the year
 ended or at August 31, 2003.



                                                        A-1
                                                    Appendix A

                                             Industry Classifications
                                             ------------------------

Aerospace & Defense                Household Products
Air Freight & Couriers             Industrial Conglomerates
Airlines                               Insurance
Auto Components                        Internet & Catalog Retail
Automobiles                            Internet Software & Services
Beverages                              IT Services
Biotechnology                          Leisure Equipment & Products
Building Products                      Machinery
Chemicals                              Marine
Consumer Finance                       Media
Commercial Banks                       Metals & Mining
Commercial Services & Supplies     Multiline Retail
Communications Equipment               Multi-Utilities
Computers & Peripherals            Office Electronics
Construction & Engineering         Oil & Gas
Construction Materials                 Paper & Forest Products
Containers & Packaging             Personal Products
Distributors                           Pharmaceuticals
Diversified Financial Services         Real Estate
Diversified Telecommunication Services  Road & Rail
Electric Utilities                      Semiconductors and Semiconductor Equipment
Electrical Equipment                    Software
Electronic Equipment & Instruments  Specialty Retail
Energy Equipment & Services        Textiles, Apparel & Luxury Goods
Food & Staples Retailing           Thrifts & Mortgage Finance
Food Products                          Tobacco
Gas Utilities                          Trading Companies & Distributors
Health Care Equipment & Supplies   Transportation Infrastructure
Health Care Providers & Services   Water Utilities
Hotels Restaurants & Leisure       Wireless Telecommunication Services
Household Durables






                                                       B-14
                                                    Appendix B

OppenheimerFunds Special Sales Charge Arrangements and Waivers


     In certain  cases,  the initial  sales  charge that applies to purchases of
Class A shares1 of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A,  Class B or Class C shares  may be  waived.2  That is
because  of  the  economies  of  sales  efforts  realized  by   OppenheimerFunds
Distributor,  Inc.,  (referred to in this document as the "Distributor"),  or by
dealers  or other  financial  institutions  that offer  those  shares to certain
classes of investors.

     Not all  waivers  apply to all funds.  For  example,  waivers  relating  to
Retirement Plans do not apply to Oppenheimer  municipal funds, because shares of
those funds are not available for purchase by or on behalf of retirement  plans.
Other waivers apply only to shareholders of certain funds.

               For the  purposes of some of the waivers  described  below and in
          the  Prospectus  and  Statement  of  Additional   Information  of  the
          applicable Oppenheimer funds, the term "Retirement Plan" refers to the
          following types of plans:

     1) plans qualified under Sections 401(a) or 401(k) of the Internal  Revenue
Code,

     2) non-qualified deferred compensation plans,

     3) employee benefit plans 3

     4)  Group  Retirement  Plans 4

     5) 403(b)(7)  custodial  plan  accounts

     6) Individual  Retirement  Accounts ("IRAs"),  including  traditional IRAs,
Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

     The interpretation of these provisions as to the applicability of a special
arrangement  or waiver in a  particular  case is in the sole  discretion  of the
Distributor or the transfer agent (referred to in this document as the "Transfer
Agent")  of  the  particular   Oppenheimer   fund.  These  waivers  and  special
arrangements  may be amended or terminated at any time by a particular fund, the
Distributor, and/or OppenheimerFunds,  Inc. (referred to in this document as the
"Manager").

     Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.

I.  Applicability of Class A Contingent Deferred Sales Charges in Certain Cases


     Purchases  of Class A Shares of  Oppenheimer  Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred Sales
Charge (unless a waiver applies).

     There is no initial  sales  charge on purchases of Class A shares of any of
the Oppenheimer funds in the cases listed below. However, these purchases may be
subject to the Class A contingent  deferred  sales charge if redeemed  within 18
months (24 months in the case of Oppenheimer  Rochester National  Municipals and
Rochester  Fund  Municipals)  of the  beginning of the  calendar  month of their
purchase, as described in the Prospectus (unless a waiver described elsewhere in
this Appendix  applies to the  redemption).  Additionally,  on shares  purchased
under these  waivers that are subject to the Class A contingent  deferred  sales
charge,  the  Distributor  will pay the applicable  concession  described in the
Prospectus  under  "Class A  Contingent  Deferred  Sales  Charge."5  This waiver
provision applies to:

     |_| Purchases of Class A shares aggregating $1 million or more.

     |_| Purchases of Class A shares by a Retirement  Plan that was permitted to
purchase  such shares at net asset value but  subject to a  contingent  deferred
sales  charge  prior to March 1, 2001.  That  included  plans (other than IRA or
403(b)(7)  Custodial  Plans) that: 1) bought shares costing $500,000 or more, 2)
had at the time of purchase 100 or more eligible  employees or total plan assets
of $500,000 or more, or 3) certified to the Distributor that it projects to have
annual plan purchases of $200,000 or more.

     |_|  Purchases  by  an  OppenheimerFunds-sponsored  Rollover  IRA,  if  the
purchases are made:

     1) through a broker, dealer, bank or registered investment adviser that has
made special arrangements with the Distributor for those purchases, or

     2) by a direct rollover of a distribution from a qualified  Retirement Plan
if the  administrator  of that  Plan  has  made  special  arrangements  with the
Distributor for those purchases.

     |_|  Purchases of Class A shares by  Retirement  Plans that have any of the
following record-keeping arrangements:

     1) The record  keeping is  performed by Merrill  Lynch Pierce  Fenner &
Smith,  Inc.  ("Merrill  Lynch") on a daily  valuation  basis for the Retirement
Plan. On the date the plan sponsor signs the  record-keeping  service  agreement
with Merrill Lynch, the Plan must have $3 million or more of its assets invested
in (a)  mutual  funds,  other than  those  advised  or managed by Merrill  Lynch
Investment  Management,  L.P. ("MLIM"),  that are made available under a Service
Agreement  between Merrill Lynch and the mutual fund's principal  underwriter or
distributor,  and (b) funds  advised or managed by MLIM (the funds  described in
(a) and (b) are referred to as "Applicable Investments").

     2) The record  keeping  for the  Retirement  Plan is  performed  on a daily
valuation  basis by a record keeper whose services are provided under a contract
or arrangement  between the Retirement  Plan and Merrill Lynch.  On the date the
plan sponsor signs the record keeping service  agreement with Merrill Lynch, the
Plan must have $3 million or more of its assets  (excluding  assets  invested in
money market funds) invested in Applicable Investments.

     3) The record  keeping  for a  Retirement  Plan is handled  under a service
agreement  with  Merrill  Lynch  and on the  date the plan  sponsor  signs  that
agreement,  the Plan has 500 or more eligible  employees  (as  determined by the
Merrill Lynch plan conversion manager).

II.   Waivers of Class A Sales Charges of Oppenheimer Funds


     A. Waivers of Initial and  Contingent  Deferred  Sales  Charges for Certain
Purchasers.

     Class A shares purchased by the following  investors are not subject to any
Class A sales charges (and no  concessions  are paid by the  Distributor on such
purchases):

     |_| The Manager or its affiliates.

     |_| Present or former  officers,  directors,  trustees and  employees  (and
     their  "immediate  families") of the Fund, the Manager and its  affiliates,
     and  retirement  plans  established by them for their  employees.  The term
     "immediate  family"  refers  to  one's  spouse,  children,   grandchildren,
     grandparents,  parents,  parents-in-law,  brothers and  sisters,  sons- and
     daughters-in-law,  a sibling's spouse, a spouse's siblings,  aunts, uncles,
     nieces and nephews;  relatives  by virtue of a  remarriage  (step-children,
     step-parents, etc.) are included.

     |_| Registered  management  investment  companies,  or separate accounts of
     insurance companies having an agreement with the Manager or the Distributor
     for that purpose.

     |_| Dealers or brokers that have a sales agreement with the Distributor, if
     they  purchase  shares for their own accounts or for  retirement  plans for
     their employees.

     |_| Employees and registered representatives (and their spouses) of dealers
     or brokers described above or financial institutions that have entered into
     sales  arrangements  with such dealers or brokers (and which are identified
     as such to the  Distributor)  or with the  Distributor.  The purchaser must
     certify to the Distributor at the time of purchase that the purchase is for
     the purchaser's  own account (or for the benefit of such employee's  spouse
     or minor children).

     |_| Dealers,  brokers,  banks or registered  investment  advisors that have
     entered into an agreement with the Distributor  providing  specifically for
     the use of  shares  of the  Fund in  particular  investment  products  made
     available to their clients.  Those clients may be charged a transaction fee
     by their dealer,  broker,  bank or advisor for the purchase or sale of Fund
     shares.

     |_|  Investment  advisors and  financial  planners who have entered into an
     agreement for this purpose with the Distributor and who charge an advisory,
     consulting  or other fee for their  services  and buy  shares for their own
     accounts or the accounts of their clients.

     |_| "Rabbi trusts" that buy shares for their own accounts, if the purchases
     are made through a broker or agent or other financial intermediary that has
     made special arrangements with the Distributor for those purchases.

     |_| Clients of investment advisors or financial planners (that have entered
     into an agreement for this purpose with the Distributor) who buy shares for
     their own accounts may also purchase  shares  without sales charge but only
     if their  accounts  are  linked  to a master  account  of their  investment
     advisor or financial planner on the books and records of the broker,  agent
     or financial  intermediary with which the Distributor has made such special
     arrangements . Each of these  investors may be charged a fee by the broker,
     agent or financial intermediary for purchasing shares.

     |_| Directors,  trustees, officers or full-time employees of OpCap Advisors
     or its affiliates, their relatives or any trust, pension, profit sharing or
     other benefit plan which beneficially owns shares for those persons.

     |_|  Accounts  for which  Oppenheimer  Capital  (or its  successor)  is the
     investment  advisor (the Distributor  must be advised of this  arrangement)
     and persons who are  directors or trustees of the company or trust which is
     the beneficial owner of such accounts.

     |_| A unit investment trust that has entered into an appropriate  agreement
     with the Distributor.

     |_| Dealers,  brokers,  banks, or registered  investment advisers that have
     entered into an agreement  with the  Distributor  to sell shares to defined
     contribution  employee  retirement  plans for which the  dealer,  broker or
     investment adviser provides administration services.



          Retirement  Plans and deferred  compensation  plans and trusts used to
     fund those plans (including,  for example, plans qualified or created under
     sections  401(a),  401(k),  403(b) or 457 of the Internal Revenue Code), in
     each case if those  purchases  are made  through  a broker,  agent or other
     financial   intermediary  that  has  made  special  arrangements  with  the
     Distributor for those purchases.

          |_| A TRAC-2000  401(k) plan  (sponsored by the former Quest for Value
     Advisors)  whose Class B or Class C shares of a Former Quest for Value Fund
     were  exchanged for Class A shares of that Fund due to the  termination  of
     the Class B and Class C TRAC-2000 program on November 24, 1995.

          |_| A qualified  Retirement Plan that had agreed with the former Quest
     for Value Advisors to purchase  shares of any of the Former Quest for Value
     Funds at net asset value, with such shares to be held through DCXchange,  a
     sub-transfer  agency mutual fund  clearinghouse,  if that  arrangement  was
     consummated and share purchases commenced by December 31, 1996.

          B. Waivers of Initial and Contingent Deferred Sales Charges in Certain
     Transactions.

          Class A shares issued or purchased in the following  transactions  are
     not  subject  to  sales  charges  (and  no  concessions  are  paid  by  the
     Distributor on such purchases):

          |_| Shares issued in plans of reorganization,  such as mergers,  asset
     acquisitions and exchange offers, to which the Fund is a party.

          |_|  Shares  purchased  by the  reinvestment  of  dividends  or  other
     distributions  reinvested from the Fund or other  Oppenheimer  funds (other
     than  Oppenheimer  Cash  Reserves)  or unit  investment  trusts  for  which
     reinvestment arrangements have been made with the Distributor.

          |_| Shares purchased  through a broker-dealer  that has entered into a
     special  agreement with the Distributor to allow the broker's  customers to
     purchase  and pay for shares of  Oppenheimer  funds  using the  proceeds of
     shares  redeemed in the prior 30 days from a mutual fund (other than a fund
     managed  by the  Manager  or any of its  subsidiaries)  on which an initial
     sales charge or contingent deferred sales charge was paid. This waiver also
     applies to shares  purchased  by  exchange of shares of  Oppenheimer  Money
     Market Fund,  Inc. that were  purchased  and paid for in this manner.  This
     waiver must be requested  when the  purchase  order is placed for shares of
     the Fund, and the Distributor  may require  evidence of  qualification  for
     this waiver.  |_| Shares purchased with the proceeds of maturing  principal
     units of any Qualified  Unit  Investment  Liquid Trust  Series.  |_| Shares
     purchased by the  reinvestment  of loan  repayments by a  participant  in a
     Retirement Plan for which the Manager or an affiliate acts as sponsor.

          C. Waivers of the Class A Contingent Deferred Sales Charge for Certain
     Redemptions.

          The Class A contingent  deferred sales charge is also waived if shares
     that would otherwise be subject to the contingent deferred sales charge are
     redeemed in the following cases:

          |_| To make  Automatic  Withdrawal  Plan  payments  that  are  limited
     annually to no more than 12% of the account value adjusted annually.

          |_|  Involuntary   redemptions  of  shares  by  operation  of  law  or
     involuntary  redemptions  of small accounts  (please refer to  "Shareholder
     Account Rules and Policies," in the applicable fund Prospectus).

          |_| For  distributions  from Retirement Plans,  deferred  compensation
     plans or other employee benefit plans for any of the following purposes:

          1)  Following  the death or  disability  (as  defined in the  Internal
     Revenue Code) of the  participant or  beneficiary.  The death or disability
     must occur after the participant's account was established.

          2) To return excess contributions.

          3) To return contributions made due to a mistake of fact.

          4) Hardship withdrawals, as defined in the plan.6

          5) Under a  Qualified  Domestic  Relations  Order,  as  defined in the
     Internal  Revenue Code,  or, in the case of an IRA, a divorce or separation
     agreement described in Section 71(b) of the Internal Revenue Code.

          6) To meet  the  minimum  distribution  requirements  of the  Internal
     Revenue Code.

          7) To make  "substantially  equal  periodic  payments" as described in
     Section 72(t) of the Internal Revenue Code.

          8) For loans to  participants  or  beneficiaries.

          9) Separation from service.7

          10)  Participant-directed  redemptions to purchase  shares of a mutual
     fund  (other  than a fund  managed by the  Manager or a  subsidiary  of the
     Manager) if the plan has made special  arrangements  with the  Distributor.

          11) Plan termination or "in-service  distributions," if the redemption
     proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA.

          |_| For  distributions  from 401(k) plans sponsored by  broker-dealers
     that have entered into a special  agreement with the  Distributor  allowing
     this waiver.

          |_| For  distributions  from retirement plans that have $10 million or
     more in plan assets and that have entered into a special agreement with the
     Distributor.

          |_| For  distributions  from  retirement  plans  which  are  part of a
     retirement   plan   product  or   platform   offered   by  certain   banks,
     broker-dealers,  financial advisors,  insurance companies or record keepers
     which have  entered into a special  agreement  with the  Distributor.

          III.  Waivers  of  Class  B,  Class C and  Class N  Sales  Charges  of
     Oppenheimer Funds


          The Class B, Class C and Class N  contingent  deferred  sales  charges
     will not be applied to shares purchased in certain types of transactions or
     redeemed in certain circumstances described below.

A.   Waivers for Redemptions in Certain Cases.

          The Class B, Class C and Class N  contingent  deferred  sales  charges
     will be waived for redemptions of shares in the following cases:

          |_|  Shares  redeemed  involuntarily,  as  described  in  "Shareholder
     Account Rules and Policies," in the applicable Prospectus.

          |_| Redemptions  from accounts other than  Retirement  Plans following
     the death or disability  of the last  surviving  shareholder.  The death or
     disability  must have occurred after the account was  established,  and for
     disability you must provide  evidence of a  determination  of disability by
     the Social Security Administration.

          |_| The  contingent  deferred  sales  charges are generally not waived
     following  the death or  disability  of a grantor  or  trustee  for a trust
     account.  The contingent  deferred sales charges will only be waived in the
     limited  case of the death of the trustee of a grantor  trust or  revocable
     living trust for which the trustee is also the sole beneficiary.  The death
     or disability must have occurred after the account was established, and for
     disability you must provide  evidence of a  determination  of disability by
     the Social Security Administration.

          |_| Distributions  from accounts for which the broker-dealer of record
     has entered into a special  agreement  with the  Distributor  allowing this
     waiver.

          |_|  Redemptions  of Class B shares  held by  Retirement  Plans  whose
     records are  maintained on a daily  valuation  basis by Merrill Lynch or an
     independent record keeper under a contract with Merrill Lynch.

          |_| Redemptions of Class C shares of Oppenheimer U.S. Government Trust
     from accounts of clients of financial institutions that have entered into a
     special arrangement with the Distributor for this purpose.

          |_|  Redemptions  requested in writing by a Retirement Plan sponsor of
     Class C shares of an  Oppenheimer  fund in amounts of  $500,000 or more and
     made more than 12 months  after the  Retirement  Plan's  first  purchase of
     Class C shares,  if the redemption  proceeds are invested in Class N shares
     of one or more Oppenheimer funds.

          |_|  Distributions8  from Retirement  Plans or other employee  benefit
     plans for any of the following purposes:

          1)  Following  the death or  disability  (as  defined in the  Internal
     Revenue Code) of the  participant or  beneficiary.  The death or disability
     must  occur  after  the   participant's   account  was  established  in  an
     Oppenheimer fund.

          2) To return excess contributions made to a participant's account.

          3) To return contributions made due to a mistake of fact.

          4) To make hardship withdrawals, as defined in the plan.9

          5) To make distributions required under a Qualified Domestic Relations
     Order  or,  in the  case of an  IRA,  a  divorce  or  separation  agreement
     described in Section 71(b) of the Internal Revenue Code.

          6) To meet  the  minimum  distribution  requirements  of the  Internal
     Revenue Code.

          7) To make  "substantially  equal  periodic  payments" as described in
     Section 72(t) of the Internal Revenue Code.

          8) For loans to participants or beneficiaries.10

          9) On account of the participant's separation from service.11

          10)  Participant-directed  redemptions to purchase  shares of a mutual
     fund  (other  than a fund  managed by the  Manager or a  subsidiary  of the
     Manager)  offered as an investment  option in a Retirement Plan if the plan
     has made special arrangements with the Distributor.

          11)   Distributions   made  on  account  of  a  plan   termination  or
     "in-service"  distributions,  if the  redemption  proceeds  are rolled over
     directly to an OppenheimerFunds-sponsored IRA.

          12) For distributions from a participant's  account under an Automatic
     Withdrawal  Plan after the  participant  reaches age 59 1/2, as long as the
     aggregate value of the  distributions  does not exceed 10% of the account's
     value, adjusted annually.

          13)  Redemptions of Class B shares under an Automatic  Withdrawal Plan
     for an account other than a Retirement  Plan, if the aggregate value of the
     redeemed  shares  does not  exceed  10% of the  account's  value,  adjusted
     annually.

          14) For  distributions  from 401(k) plans sponsored by  broker-dealers
     that have entered into a special arrangement with the Distributor  allowing
     this waiver.

          |_| Redemptions of Class B shares or Class C shares under an Automatic
     Withdrawal  Plan  from  an  account  other  than a  Retirement  Plan if the
     aggregate value of the redeemed shares does not exceed 10% of the account's
     value annually.

B.   Waivers for Shares Sold or Issued in Certain Transactions.

          The  contingent  deferred  sales  charge is also waived on Class B and
     Class C shares sold or issued in the following cases:

          |_| Shares sold to the Manager or its affiliates.

          |_| Shares  sold to  registered  management  investment  companies  or
     separate  accounts of  insurance  companies  having an  agreement  with the
     Manager or the Distributor for that purpose.

          |_| Shares  issued in plans of  reorganization  to which the Fund is a
     party.

          |_| Shares sold to present or former officers,  directors, trustees or
     employees (and their "immediate families" as defined above in Section I.A.)
     of  the  Fund,  the  Manager  and  its  affiliates  and  retirement   plans
     established by them for their employees.

          IV.  Special Sales Charge  Arrangements  for  Shareholders  of Certain
     Oppenheimer Funds Who Were Shareholders of Former Quest for Value Funds


          The initial and contingent deferred sales charge rates and waivers for
     Class  A,  Class B and  Class  C  shares  described  in the  Prospectus  or
     Statement of Additional  Information of the Oppenheimer  funds are modified
     as described below for certain persons who were  shareholders of the former
     Quest  for  Value  Funds.  To be  eligible,  those  persons  must have been
     shareholders on November 24, 1995, when  OppenheimerFunds,  Inc. became the
     investment  advisor to those  former  Quest for Value  Funds.  Those  funds
     include:

Oppenheimer Quest Value Fund, Inc.            Oppenheimer Small Cap Value Fund
Oppenheimer Quest Balanced Value Fun          Oppenheimer Quest International
                                                Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund

          These  arrangements  also apply to shareholders of the following funds
     when they merged  (were  reorganized)  into  various  Oppenheimer  funds on
     November 24, 1995:

Quest for Value U.S. Government Income Fund         Quest for Value New York
                                                        Tax-Exempt Fund
Quest for Value Investment Quality Income Fund      Quest for Value National
                                                         Tax-Exempt Fund
Quest for Value Global Income Fund                  Quest for Value California
                                                         Tax-Exempt Fund

          All of the funds listed above are referred to in this  Appendix as the
     "Former  Quest for Value  Funds."  The  waivers of initial  and  contingent
     deferred  sales charges  described in this  Appendix  apply to shares of an
     Oppenheimer fund that are either:

          |_| acquired by such shareholder  pursuant to an exchange of shares of
     an Oppenheimer fund that was one of the Former Quest for Value Funds, or

          |_|  purchased  by such  shareholder  by exchange of shares of another
     Oppenheimer  fund that were  acquired  pursuant to the merger of any of the
     Former Quest for Value Funds into that other  Oppenheimer  fund on November
     24, 1995.

A.   Reductions or Waivers of Class A Sales Charges.

          |X| Reduced  Class A Initial  Sales  Charge  Rates for Certain  Former
     Quest for Value Funds Shareholders.

          Purchases by Groups and  Associations.  The following table sets forth
     the initial  sales charge rates for Class A shares  purchased by members of
     "Associations"   formed  for  any  purpose   other  than  the  purchase  of
     securities.  The rates in the  table  apply if that  Association  purchased
     shares of any of the Former Quest for Value Funds or received a proposal to
     purchase such shares from OCC Distributors prior to November 24, 1995.

-------------------------------- ---------------------------- --------------------------------- ---------------------
Number of Eligible Employees     Initial Sales Charge as a    Initial Sales Charge as a % of    Concession as % of
or Members                       % of Offering Price          Net Amount Invested               Offering Price
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
9 or Fewer                                  2.50%                          2.56%                       2.00%
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
At least  10 but not more  than             2.00%                          2.04%                       1.60%
49
-------------------------------- ---------------------------- --------------------------------- ---------------------


     -------------------------------------------------------------------------------------------------------------------
     For  purchases  by  Associations  having 50 or more  eligible  employees or
     members,  there is no initial  sales charge on purchases of Class A shares,
     but those  shares are  subject  to the Class A  contingent  deferred  sales
     charge described in the applicable fund's Prospectus.

          Purchases made under this arrangement  qualify for the lower of either
     the sales  charge  rate in the table  based on the  number of members of an
     Association,  or the  sales  charge  rate that  applies  under the Right of
     Accumulation described in the applicable fund's Prospectus and Statement of
     Additional Information.  Individuals who qualify under this arrangement for
     reduced  sales  charge rates as members of  Associations  also may purchase
     shares for their  individual  or custodial  accounts at these reduced sales
     charge rates, upon request to the Distributor.

          |X| Waiver of Class A Sales Charges for Certain Shareholders.  Class A
     shares purchased by the following  investors are not subject to any Class A
     initial or contingent deferred sales charges:

          o  Shareholders  who were  shareholders  of the AMA Family of Funds on
     February  28, 1991 and who  acquired  shares of any of the Former Quest for
     Value Funds by merger of a portfolio of the AMA Family of Funds.

          o Shareholders  who acquired shares of any Former Quest for Value Fund
     by merger of any of the portfolios of the Unified Funds.

          |X|  Waiver of Class A  Contingent  Deferred  Sales  Charge in Certain
     Transactions.  The Class A contingent  deferred sales charge will not apply
     to redemptions of Class A shares  purchased by the following  investors who
     were shareholders of any Former Quest for Value Fund:

          Investors  who  purchased  Class A shares from a dealer that is or was
     not  permitted  to  receive a sales  load or  redemption  fee  imposed on a
     shareholder with whom that dealer has a fiduciary  relationship,  under the
     Employee  Retirement  Income Security Act of 1974 and  regulations  adopted
     under that law.

B.   Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

          |X|  Waivers for  Redemptions  of Shares  Purchased  Prior to March 6,
     1995. In the following cases, the contingent  deferred sales charge will be
     waived  for  redemptions  of  Class  A,  Class B or  Class C  shares  of an
     Oppenheimer  fund.  The shares  must have been  acquired by the merger of a
     Former  Quest  for  Value  Fund  into  the  fund  or by  exchange  from  an
     Oppenheimer  fund that was a Former Quest for Value Fund or into which such
     fund merged.  Those shares must have been purchased  prior to March 6, 1995
     in  connection  with:  o  withdrawals  under an automatic  withdrawal  plan
     holding only either Class B or Class C shares if the annual withdrawal does
     not  exceed  10% of  the  initial  value  of the  account  value,  adjusted
     annually, and o liquidation of a shareholder's account if the aggregate net
     asset value of shares held in the account is less than the required minimum
     value of such accounts.

          |X| Waivers for  Redemptions of Shares  Purchased on or After March 6,
     1995 but Prior to November 24, 1995. In the following cases, the contingent
     deferred sales charge will be waived for redemptions of Class A, Class B or
     Class C shares of an  Oppenheimer  fund. The shares must have been acquired
     by the merger of a Former Quest for Value Fund into the fund or by exchange
     from an  Oppenheimer  fund that was a Former  Quest For Value  Fund or into
     which such Former Quest for Value Fund merged.  Those shares must have been
     purchased  on or after March 6, 1995,  but prior to November  24,  1995:  o
     redemptions  following the death or disability  of the  shareholder(s)  (as
     evidenced  by a  determination  of  total  disability  by the  U.S.  Social
     Security Administration);  o withdrawals under an automatic withdrawal plan
     (but only for Class B or Class C shares)  where the annual  withdrawals  do
     not  exceed  10% of  the  initial  value  of the  account  value;  adjusted
     annually, and o liquidation of a shareholder's account if the aggregate net
     asset value of shares held in the account is less than the required minimum
     account value.

          A  shareholder's  account  will be  credited  with the  amount  of any
     contingent  deferred  sales charge paid on the  redemption  of any Class A,
     Class B or Class C shares of the Oppenheimer fund described in this section
     if the  proceeds  are  invested in the same Class of shares in that fund or
     another Oppenheimer fund within 90 days after redemption.

          V.  Special  Sales Charge  Arrangements  for  Shareholders  of Certain
     Oppenheimer  Funds Who Were  Shareholders of Connecticut  Mutual Investment
     Accounts, Inc.


          The initial and contingent  deferred sale charge rates and waivers for
     Class A and Class B shares described in the respective  Prospectus (or this
     Appendix)  of the  following  Oppenheimer  funds  (each is referred to as a
     "Fund" in this section):

     Oppenheimer U. S. Government Trust,
     Oppenheimer Bond Fund,
     Oppenheimer Value Fund and
     Oppenheimer Disciplined Allocation Fund

          are modified as described below for those Fund  shareholders  who were
     shareholders of the following funds (referred to as the "Former Connecticut
     Mutual Funds") on March 1, 1996,  when  OppenheimerFunds,  Inc.  became the
     investment adviser to the Former Connecticut Mutual Funds:

     Connecticut Mutual Liquid Account      Connecticut Mutual Total Return Account
     Connecticut Mutual Government Securities Account
     CMIA LifeSpan Capital Appreciation Account
     Connecticut Mutual Income Account      CMIA LifeSpan Balanced Account
     Connecticut Mutual Growth Account      CMIA Diversified Income Account

A.   Prior Class A CDSC and Class A Sales Charge Waivers.

          |X| Class A Contingent Deferred Sales Charge.  Certain shareholders of
     a Fund and the  other  Former  Connecticut  Mutual  Funds are  entitled  to
     continue to make additional  purchases of Class A shares at net asset value
     without  a Class  A  initial  sales  charge,  but  subject  to the  Class A
     contingent deferred sales charge that was in effect prior to March 18, 1996
     (the "prior Class A CDSC").  Under the prior Class A CDSC,  if any of those
     shares are redeemed within one year of purchase, they will be assessed a 1%
     contingent  deferred  sales charge on an amount equal to the current market
     value or the  original  purchase  price of the shares  sold,  whichever  is
     smaller (in such  redemptions,  any shares not subject to the prior Class A
     CDSC will be redeemed first).

         Those shareholders who are eligible for the prior Class A CDSC are:

          1)  persons  whose  purchases  of Class A shares  of a Fund and  other
     Former Connecticut Mutual Funds were $500,000 prior to March 18, 1996, as a
     result of direct purchases or purchases  pursuant to the Fund's policies on
     Combined  Purchases or Rights of Accumulation,  who still hold those shares
     in that Fund or other Former Connecticut Mutual Funds, and

          2) persons  whose  intended  purchases  under a Statement of Intention
     entered into prior to March 18, 1996,  with the former general  distributor
     of the  Former  Connecticut  Mutual  Funds to  purchase  shares  valued  at
     $500,000 or more over a 13-month  period entitled those persons to purchase
     shares at net asset  value  without  being  subject  to the Class A initial
     sales charge

          Any of the Class A shares of a Fund and the other  Former  Connecticut
     Mutual  Funds that were  purchased  at net asset  value  prior to March 18,
     1996, remain subject to the prior Class A CDSC, or if any additional shares
     are  purchased by those  shareholders  at net asset value  pursuant to this
     arrangement they will be subject to the prior Class A CDSC.

          |X| Class A Sales Charge Waivers.  Additional Class A shares of a Fund
     may be  purchased  without a sales  charge,  by a person who was in one (or
     more) of the  categories  below and acquired  Class A shares prior to March
     18, 1996, and still holds Class A shares:

          1) any purchaser,  provided the total initial  amount  invested in the
     Fund or any one or more of the  Former  Connecticut  Mutual  Funds  totaled
     $500,000 or more,  including  investments  made  pursuant  to the  Combined
     Purchases,  Statement  of  Intention  and Rights of  Accumulation  features
     available at the time of the initial  purchase and such investment is still
     held in one or more of the Former  Connecticut  Mutual Funds or a Fund into
     which such Fund merged;

          2) any  participant  in a  qualified  plan,  provided  that the  total
     initial  amount  invested by the plan in the Fund or any one or more of the
     Former Connecticut Mutual Funds totaled $500,000 or more;

          3) Directors of the Fund or any one or more of the Former  Connecticut
     Mutual Funds and members of their immediate families;

          4) employee  benefit plans sponsored by Connecticut  Mutual  Financial
     Services,  L.L.C. ("CMFS"), the prior distributor of the Former Connecticut
     Mutual Funds, and its affiliated companies;

          5) one or more  members  of a group of at  least  1,000  persons  (and
     persons who are  retirees  from such group)  engaged in a common  business,
     profession, civic or charitable endeavor or other activity, and the spouses
     and minor  dependent  children  of such  persons,  pursuant  to a marketing
     program between CMFS and such group; and

          6) an institution  acting as a fiduciary on behalf of an individual or
     individuals,   if  such   institution  was  directly   compensated  by  the
     individual(s)  for  recommending  the purchase of the shares of the Fund or
     any  one or more of the  Former  Connecticut  Mutual  Funds,  provided  the
     institution had an agreement with CMFS.

          Purchases of Class A shares made  pursuant to (1) and (2) above may be
     subject  to  the  Class  A CDSC  of the  Former  Connecticut  Mutual  Funds
     described above.

          Additionally,  Class A shares  of a Fund may be  purchased  without  a
     sales  charge by any holder of a variable  annuity  contract  issued in New
     York  State by  Connecticut  Mutual  Life  Insurance  Company  through  the
     Panorama  Separate Account which is beyond the applicable  surrender charge
     period  and  which  was  used  to fund a  qualified  plan,  if that  holder
     exchanges the variable annuity  contract  proceeds to buy Class A shares of
     the Fund.

B.   Class A and Class B Contingent Deferred Sales Charge Waivers.

          In addition to the  waivers  set forth in the  Prospectus  and in this
     Appendix,  above,  the contingent  deferred sales charge will be waived for
     redemptions  of Class A and Class B shares of a Fund and exchanges of Class
     A or Class B shares  of a Fund  into  Class A or Class B shares of a Former
     Connecticut  Mutual Fund provided that the Class A or Class B shares of the
     Fund to be redeemed or exchanged  were (i) acquired prior to March 18, 1996
     or (ii) were  acquired  by  exchange  from an  Oppenheimer  fund that was a
     Former  Connecticut  Mutual Fund.  Additionally,  the shares of such Former
     Connecticut Mutual Fund must have been purchased prior to March 18, 1996:

          1) by the estate of a deceased shareholder;

          2) upon  the  disability  of a  shareholder,  as  defined  in  Section
     72(m)(7) of the Internal Revenue Code;

          3)  for  retirement   distributions  (or  loans)  to  participants  or
     beneficiaries  from  retirement  plans  qualified  under Sections 401(a) or
     403(b)(7)of  the Code, or from IRAs,  deferred  compensation  plans created
     under Section 457 of the Code, or other employee benefit plans;

          4) as tax-free  returns of excess  contributions to such retirement or
     employee benefit plans;

          5) in whole or in part, in  connection  with shares sold to any state,
     county, or city, or any instrumentality,  department,  authority, or agency
     thereof,  that is prohibited by  applicable  investment  laws from paying a
     sales charge or concession in connection with the purchase of shares of any
     registered investment management company;

          6) in  connection  with the  redemption of shares of the Fund due to a
     combination  with  another  investment  company  by  virtue  of  a  merger,
     acquisition or similar reorganization transaction;

          7) in  connection  with the Fund's  right to  involuntarily  redeem or
     liquidate the Fund;

          8) in  connection  with  automatic  redemptions  of Class A shares and
     Class B shares in certain retirement plan accounts pursuant to an Automatic
     Withdrawal  Plan but  limited  to no more  than 12% of the  original  value
     annually; or

          9) as involuntary  redemptions of shares by operation of law, or under
     procedures set forth in the Fund's Articles of Incorporation, or as adopted
     by the Board of Directors of the Fund.

               VI.  Special  Reduced  Sales  Charge for Former  Shareholders  of
          Advance America Funds, Inc.



               Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S.
          Government  Trust,  Oppenheimer  Strategic Income Fund and Oppenheimer
          Capital  Income Fund who  acquired  (and still  hold)  shares of those
          funds as a result of the  reorganization  of series of Advance America
          Funds,  Inc. into those Oppenheimer funds on October 18, 1991, and who
          held shares of Advance  America  Funds,  Inc. on March 30,  1990,  may
          purchase Class A shares of those four  Oppenheimer  funds at a maximum
          sales charge rate of 4.50%.

     VII.  Sales Charge  Waivers on  Purchases of Class M Shares of  Oppenheimer
           Convertible Securities Fund


               Oppenheimer  Convertible  Securities  Fund  (referred  to as  the
          "Fund" in this  section)  may sell  Class M shares at net asset  value
          without any initial  sales charge to the classes of  investors  listed
          below  who,  prior to March  11,  1996,  owned  shares  of the  Fund's
          then-existing  Class A and were  permitted to purchase those shares at
          net asset value without sales charge:

               |_| the Manager and its affiliates,

               |_| present or former officers, directors, trustees and employees
          (and their "immediate  families" as defined in the Fund's Statement of
          Additional  Information)  of the Fund, the Manager and its affiliates,
          and  retirement  plans  established  by them or the  prior  investment
          advisor of the Fund for their employees,

               |_|  registered   management  investment  companies  or  separate
          accounts of insurance  companies that had an agreement with the Fund's
          prior investment advisor or distributor for that purpose,

               |_|  dealers  or  brokers  that have a sales  agreement  with the
          Distributor,  if they  purchase  shares for their own  accounts or for
          retirement plans for their employees,

               |_| employees and registered  representatives (and their spouses)
          of dealers or brokers  described in the preceding section or financial
          institutions  that have  entered  into sales  arrangements  with those
          dealers  or  brokers  (and  whose   identity  is  made  known  to  the
          Distributor)  or with  the  Distributor,  but  only  if the  purchaser
          certifies  to the  Distributor  at  the  time  of  purchase  that  the
          purchaser meets these qualifications,

               |_| dealers,  brokers, or registered investment advisors that had
          entered  into  an  agreement   with  the   Distributor  or  the  prior
          distributor of the Fund specifically  providing for the use of Class M
          shares of the Fund in specific  investment  products made available to
          their clients, and

               |_| dealers,  brokers or registered  investment advisors that had
          entered into an agreement with the Distributor or prior distributor of
          the  Fund's  shares to sell  shares to defined  contribution  employee
          retirement plans for which the dealer,  broker, or investment  advisor
          provides administrative services.

               1 Certain  waivers  also  apply to Class M shares of  Oppenheimer
          Convertible Securities Fund.

               2 In the  case  of  Oppenheimer  Senior  Floating  Rate  Fund,  a
          continuously-offered   closed-end   fund,   references  to  contingent
          deferred  sales charges mean the Fund's Early  Withdrawal  Charges and
          references to "redemptions" mean "repurchases" of shares.

               3 An  "employee  benefit  plan"  means  any plan or  arrangement,
          whether or not it is  "qualified"  under the  Internal  Revenue  Code,
          under  which  Class N  shares  of an  Oppenheimer  fund or  funds  are
          purchased  by a fiduciary  or other  administrator  for the account of
          participants  who are employees of a single  employer or of affiliated
          employers.  These may include, for example,  medical savings accounts,
          payroll  deduction  plans or similar plans.  The fund accounts must be
          registered  in the name of the fiduciary or  administrator  purchasing
          the shares for the benefit of participants in the plan.

     4 The term "Group  Retirement  Plan" means any  qualified or  non-qualified
     retirement  plan for  employees of a  corporation  or sole  proprietorship,
     members and employees of a partnership or  association  or other  organized
     group of persons (the members of which may include  other  groups),  if the
     group has made special arrangements with the Distributor and all members of
     the group participating in (or who are eligible to participate in) the plan
     purchase shares of an Oppenheimer fund or funds through a single investment
     dealer, broker or other financial institution designated by the group. Such
     plans include 457 plans, SEP-IRAs,  SARSEPs,  SIMPLE plans and 403(b) plans
     other than plans for public school  employees.  The term "Group  Retirement
     Plan" also includes qualified  retirement plans and non-qualified  deferred
     compensation  plans and IRAs that purchase shares of an Oppenheimer fund or
     funds  through  a single  investment  dealer,  broker  or  other  financial
     institution that has made special arrangements with the Distributor.

     5  However,  that  concession  will not be paid on  purchases  of shares in
     amounts of $1 million or more  (including any right of  accumulation)  by a
     Retirement Plan that pays for the purchase with the redemption  proceeds of
     Class C shares of one or more  Oppenheimer  funds held by the Plan for more
     than one year.

     6 This provision does not apply to IRAs.

     7 This  provision  does  not  apply  to  403(b)(7)  custodial  plans if the
     participant is less than age 55, nor to IRAs.

     8 The  distribution  must be  requested  prior to Plan  termination  or the
     elimination  of the  Oppenheimer  funds as an  investment  option under the
     Plan.

     9 This provision does not apply to IRAs.

     10 This provision does not apply to loans from  403(b)(7)  custodial  plans
     and loans from the OppenheimerFunds-sponsored Single K retirement plan.

     11 This  provision  does not  apply  to  403(b)(7)  custodial  plans if the
     participant is less than age 55, nor to IRAs.







Oppenheimer Developing Markets Fund


Internet Website:
         www.oppenheimerfunds.com


Investment Advisor
         OppenheimerFunds, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10080

Distributor
         OppenheimerFunds Distributor, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10080

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.CALL OPP (225.5677)

Custodian Bank
         JPMorgan Chase Bank
         4Chase Metro Tech Center
         Brooklyn, New York 11245

Independent Auditors
         KPMG LLP
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
      Mayer, Brown, Rowe & Maw LLP
      1675 Broadway
      New York, NY 10019-5820

(OppenheimerFunbds logo)
PX0785.001.1003



                                        OPPENHEIMER DEVELOPING MARKETS FUND

                                                     FORM N-1A

                                                      PART C

                                                 OTHER INFORMATION


Item 23. Exhibits
-----------------

     (a) (i) Amended and Restated  Declaration of Trust dated December 14, 2000:
     Previously  filed  with  Registrant's   Post-Effective   Amendment  No.  7,
     (12/19/00), and incorporated herein by reference.

     (ii)  Amendment  No. 1 to Amended and Restated  Declaration  of Trust dated
     September  26,  2002:  Previously  filed with  Registrant's  Post-Effective
     Amendment No. ,9 (10/22/02), and incorporated herein by reference.


     (b) Amended and Restated By-Laws dated June 4, 1998:  Previously filed with
     Registrant's  Post-Effective  Amendment No. 4, 12/21/98,  and  incorporated
     herein by reference.

     (c)  (i)  Specimen  Class  A  Share  Certificate:   Previously  filed  with
     Post-Effective  Amendment  No.  8,  12/26/01,  and  incorporated  herein by
     reference.

     (ii)   Specimen   Class  B  Share   Certificate:   Previously   filed  with
     Post-Effective  Amendment  No.  8,  12/26/01,  and  incorporated  herein by
     reference.

     (iii)  Specimen   Class  C  Share   Certificate:   Previously   filed  with
     Post-Effective  Amendment  No.  8,  12/26/01,  and  incorporated  herein by
     reference..

     (iv)  Specimen   Class  N  Shares   Certificate:   Previously   filed  with
     Post-Effective  Amendment  No.  8,  12/26/01,  and  incorporated  herein by
     reference.

     (d) Investment Advisory Agreement dated November 16, 1996: Previously filed
     with Registrant's initial registration statement, 6/10/96, and incorporated
     herein by reference.


     (e) (i) General Distributor's Agreement dated November 16, 1996: Previously
     filed  with  Registrant's  initial  registration  statement,  6/10/96,  and
     incorporated herein by reference.

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

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

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

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

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

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

     (g) Global Custody  Agreement dated August 16, 2002 between  Registrant and
     JP Morgan Chase Bank:  Previously filed with Pre-Effective  Amendment No. 2
     to the  Registration  Statement of Oppenheimer  Principal  Protected  Trust
     (Reg. No. 333-102588), 5/2/03, and incorporated herein by reference.


(h)      Not applicable.

     (i) Opinion and Consent of Counsel dated November 8, 1996: Previously filed
     with Registrant's  Pre-Effective Amendment No. 1, 11/8/96, and incorporated
     herein by reference.

     (j) Independent Auditors' Consent: Filed herewith.

     (k) Not applicable.

     (l)  Investment  Letter from  OppenheimerFunds,  Inc. to  Registrant  dated
     10/18/96: Previously filed with Registrant's Pre-Effective Amendment No. 1,
     11/8/96, and incorporated herein by reference.


     (m) (i) Amended and Restated  Service Plan and Agreement for Class A Shares
     dated 6/14/02 pursuant to Rule 12b-1:  Previously  filed with  Registrant's
     Post-Effective  Amendment No. ,9  (10/22/02),  and  incorporated  herein by
     reference.

     (ii) Amended and Restated  Distribution  and Service Plan and Agreement for
     Class B Shares dated 2/12/98 pursuant to Rule 12b-1:  Previously filed with
     Registrant's  Post-Effective  Amendment No 4,  12/21/98,  and  incorporated
     herein by reference.


     (iii) Amended and Restated  Distribution and Service Plan and Agreement for
     Class C Shares dated 2/12/98 pursuant to Rule 12b-1:  Previously filed with
     Registrant's  Post-Effective  Amendment No. 4, 12/21/98,  and  incorporated
     herein by reference.

     (iv)  Distribution  and Service  Plan  Agreement  for Class N Shares  dated
     12/20/00:  Previously filed with Post-Effective  Amendment No. 8, 12/26/01,
     and incorporated herein by reference.


     (n) Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated through
     5/21/03:  Previously  filed  with  Pre-Effective  Amendment  No.  1 to  the
     Registration  Statement of Oppenheimer  International  Large-Cap Core Trust
     (Reg. No. 333-106014), 8/5/03, and incorporated herein by reference.

     (o) (i)  Powers  of  Attorney  for  all  Trustees/Directors  and  Principal
     Officers except for Joel W. Motley and John V. Murphy (including  Certified
     Board Resolutions):  Previously filed with Pre-Effective Amendment No. 1 to
     the  Registration  Statement of Oppenheimer  Emerging Growth Fund (Reg. No.
     333-44176), 10/5/00, and incorporated herein by reference.

     (ii)  Power  of  Attorney  for  John  Murphy  (including   Certified  Board
     Resolution):  Previously filed with Post-Effective  Amendment No. 41 to the
     Registration  Statement of  Oppenheimer  U.S.  Government  Trust (Reg.  No.
     2-76645), 10/22/01, and incorporated herein by reference.

     (iii)  Power of  Attorney  for Joel W. Motley  (including  Certified  Board
     Resolution):  Previously filed with  Post-Effective  Amendment No. 8 to the
     Registration  Statement of  Oppenheimer  International  Small  Company Fund
     (Reg. 333-31537), 10/22/02, and incorporated herein by reference.

     (p) Amended and Restated Code of Ethics of the Oppenheimer  Funds dated May
     15, 2002 under Rule 17j-1 of the Investment Company Act of 1940: Previously
     filed with Post-Effective Amendment No. 29 to the Registration Statement of
     Oppenheimer  Discovery Fund (Reg. No. 33-371),  11/21/02,  and incorporated
     herein by reference.


Item 24. Persons Controlled by or Under Common Control with the Fund
--------------------------------------------------------------------

None.


Item 25. Indemnification
------------------------

     Reference  is made to the  provisions  of  Article  Seven  of  Registrant's
     Amended and Restated  Declaration  of Trust filed as Exhibit  23(a) to this
     Registration Statement, and incorporated herein by reference.

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

Item 26. - Business and Other Connections of the Investment Adviser
-------------------------------------------------------------------

     (a) OppenheimerFunds,  Inc. is the investment adviser of the Registrant; it
     and certain  subsidiaries  and affiliates act in the same capacity to other
     investment companies, including without limitation those described in Parts
     A and B hereof and listed in Item 26(b) below.

     (b)  There  is  set  forth  below  information  as to any  other  business,
     profession,  vocation or employment  of a substantial  nature in which each
     officer and  director of  OppenheimerFunds,  Inc. is, or at any time during
     the past two fiscal  years has been,  engaged for his/her own account or in
     the capacity of director, officer, employee, partner or trustee.


Name and Current Position with
OppenheimerFunds, Inc.                        Other Business and Connections During the Past Two Years
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Timothy L. Abbuhl,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

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

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

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Erik Anderson,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Janette Aprilante,                            Secretary of OppenheimerFunds, Distributor, Inc., Centennial Asset
Vice President & Secretary                    Management Corporation, Oppenheimer Partnership Holdings, Inc.,

                                              Oppenheimer Real Asset Management, Inc., Shareholder Financial
                                              Services, Inc., Shareholder Services, Inc., HarbourView Asset
                                              Management Corporation, OFI Private Investments, Inc., OFI
                                              Institutional Asset Management, Inc. and OppenheimerFunds Legacy
                                              Program; Assistant Secretary of OFI Trust Company

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Hany S. Ayad,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

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

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Michael Banta,                           None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Joanne Bardell,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lerae A. Barela,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Bruce L. Bartlett,                            None
Senior Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kevin Baum,                                   None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Jeff Baumgartner,                             None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Connie Bechtolt,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Robert Behal                                  Assistant Vice President of HarbourView Asset Management Corporation.
Assistant Vice President                      Formerly.

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen Beichert,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Gerald Bellamy,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Erik S. Berg,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Victoria Best,                                None
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rajeev Bhaman,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Craig Billings,                               Formerly President of Lorac Technologies, Inc. (June 1997-July 2001).
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark Binning,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert J. Bishop,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Tracey Blinzer,                               Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John R. Blomfield,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Chad Boll,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Robert Bonomo,                                None
Senior Vice President

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

Jennifer Bosco,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lowell Scott Brooks,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Joan Brunelle,                                None
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Buckmaster,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Paul Burke,                                   None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark Burns,                                   Formerly a Marketing Manager with Alliance Capital Management (October
Assistant Vice President                      1999-April 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Bruce Burroughs,                              None
Vice President

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

Geoffrey Caan,                                Formerly Vice President of ABN AMRO NA, Inc. (June 2002 - August
Vice President                                2003); Vice President of Zurich Scudder Investments (January 1999 -
                                              June 2002); Vice President of Lufkin & Jenrette (March 1997 - October
                                              1998).

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Claudia Calich,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael A. Carbuto,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Debra Casey,                                  None
Assistant Vice President

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

Ronald G. Chibnik,                            Formerly Director of technology for Sapient Corporation (July,
Assistant Vice President                      2000-August 2001).

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

Brett Clark,                                  None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
H.C. Digby Clements,                          None
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Peter V. Cocuzza,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Scott Cottier,                                None
Vice President: Rochester Division

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

Laura Coulston,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Julie C. Cusker,                              None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

George Curry,                                 None.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Damian,                                  Formerly senior analyst/director for Citigroup Asset Management
Vice President                                (November 1999-September 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John M. Davis,                                Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Ruggero de'Rossi,                             Vice President of HarbourView Asset Management Corporation.
Senior Vice President

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

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Craig P. Dinsell,                             None
Executive Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Randall C. Dishmon,                           Formerly an Associate with Booz Allen & Hamilton (1998-June 2001).
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rebecca K. Dolan                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steven D. Dombrower,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Thomas Doyle,                                 None
Assistant Vice President

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

Bruce C. Dunbar,                              None
Senior Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Edmiston,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Daniel R. Engstrom,                           None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James Robert Erven                            Formerly an Assistant Vice President/Senior Trader with Morgan Stanley
Assistant Vice President                      Investment Management (1999-April 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
George R. Evans,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward N. Everett,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Kathy Faber,                                  None
Assistant Vice President

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

David Falicia,                                None
Assistant Vice President

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

Scott T. Farrar,                              Vice President of OFI Private Investments, Inc.
Vice President

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

Katherine P. Feld,                            Vice President of OppenheimerFunds, Distributor, Inc. and of
Vice President, Senior Counsel                Oppenheimer Real Asset Management, Inc.; Vice President, Assistant
                                              Secretary and Director of Centennial Asset Management Corporation.

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

Emmanuel Ferreira,                            Formerly a portfolio manager with Lashire Investments (July
Vice President                                1999-December 2002).

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Ronald H. Fielding,                           Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI
Senior Vice President;                        Mutual Insurance Company; Governor of St. John's College; Chairman of
Chairman: Rochester Division                  the Board of Directors of International Museum of Photography at
                                              George Eastman House.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Brian Finley,                                 None
Assistant Vice President

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

John E. Forrest,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

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

J. Hayes Foster,                              None
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
P. Lyman Foster,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Foxhoven,                               Assistant Vice President of OppenheimerFunds Legacy Program.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Colleen M. Franca,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Richard Frank,                                None
Vice President: Rochester Division

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

Dominic Freud,                                Formerly, a Partner and European Equity Portfolio manager at SLS
Vice President                                Management (January 2002-February 2003) prior to which he was head of
                                              the European equities desk and managing director at SG Cowen (May
                                              1994-January 2002).

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

Dan Gagliardo,
Assistant Vice President

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

Hazem Gamal,                                  None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dan P. Gangemi,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Subrata Ghose,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles W. Gilbert,                           None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Alan C. Gilston,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Sharon M. Giordano-Auleta,                    None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jill E. Glazerman,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mike Goldverg,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Bejamin J. Gord,                              Vice President of HarbourView Asset Management Corporation and of OFI
Vice President                                Institutional Asset Management, Inc. Formerly Executive Director with

                                              Miller Anderson Sherrerd, a division of Morgan Stanley Investment
                                              Management. (April 1992-March 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Laura Granger,                                None
Vice President

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

Michael Graves,                               None
Assistant Vice President

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

Robert B. Grill,                              None
Senior Vice President

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

Robert Gwynn,
Vice President: Rochester Division

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Haley,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marilyn Hall,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Ping Han,                                     None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kelly Haney,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Shari Harley,                                 None
Assistant Vice President

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

Steve Hauenstein,                             None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas B. Hayes,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Michael Henry,                                None
Assistant Vice President

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

Catherine Heron,                              None
Assistant Vice President

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

Dennis Hess,                                  None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dorothy F. Hirshman,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Daniel Hoelscher,                             None
Assistant Vice President

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

Edward Hrybenko,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Scott T. Huebl,                               Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Margaret Hui,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

John Huttlin,                                 Vice President (Director of the International Division) of OFI
Vice President                                Institutional Asset Management, Inc.

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James G. Hyland,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Steve P. Ilnitzki,                            None
Senior Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen T. Ives,                             Vice President of OppenheimerFunds Distributor, Inc.; Vice President
Vice President & Assistant Counsel            and Assistant Secretary of Shareholder Services, Inc.; Assistant
                                              Secretary of OppenheimerFunds Legacy Program and Shareholder Financial
                                              Services, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

William Jaume,                                Senior Vice President and Chief Compliance Officer (since April 2000)
Vice President                                of HarbourView Asset Management Corporation; Senior Vice President of
                                              OFI Institutional Asset Management, Inc. (since February 2001);
                                              Director of OFI Trust Company

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Frank V. Jennings,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Jennings,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Michael Johnson,                         Formerly Vice President, Senior Analyst/Portfolio Manager at Aladdin
Assistant Vice President                      Capital Holdings Inc. (February 2001-May 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Charles Kandilis,                             Formerly managing director of Kandilis Capital Management (September
Assistant Vice President                      1993-August 2002).

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jennifer E. Kane,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Lynn O. Keeshan,                              Assistant Treasurer of OppenheimerFunds Legacy Program
Senior Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas W. Keffer,                             None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Cristina J. Keller,                           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Michael Keogh,                                Vice President of OppenheimerFunds Distributor, Inc.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Garrett K. Kolb,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Walter G. Konops,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James Kourkoulakos,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Brian Kramer,                                 None
Assistant Vice President

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

Tracey Lange,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President

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

John Latino,                                  Formerly a Senior Trader/Portfolio Engineer at Jacobs Levy Equity
Assistant Vice President                      Management (June 1996-August 2002)..

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

Guy E. Leaf,                                  Formerly a Vice President of Merrill Lynch (January 2000-September
Vice President                                2001).

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

Christopher M. Leavy,                         None
Senior Vice President

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

Dina C. Lee,                                  None
Assistant Vice President & Assistant Counsel

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

Dana Lehrer,                                  Assistant Secretary of Oppenheimer Legacy Program
Assistant Vice President

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

Laura Leitzinger,                             Senior Vice President of Shareholder Services, Inc.; Vice President of
Vice President                                Shareholder Financial Services, Inc.

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael S. Levine,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gang Li,                                      None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Shanquan Li,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mitchell J. Lindauer,                         None
Vice President & Assistant General Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bill Linden,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Malissa B. Lischin,                           Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David P. Lolli,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Daniel G. Loughran                            None
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Patricia Lovett,                              Vice President of Shareholder Financial Services, Inc. and Senior Vice
Vice President                                President of Shareholder Services, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steve Macchia,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Michael Magee,                                None
Vice President

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

Jerry Madzij,                                 None
Assistant Vice President

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

Angelo G. Manioudakis                         Senior Vice President of HarbourView Asset Management Corporation and
Senior Vice President                         of OFI Institutional Asset Management, Inc. Formerly Executive
                                              Director and portfolio manager for Miller, Anderson & Sherrerd, a
                                              division of Morgan Stanley Investment Management (August 1993-April
                                              2002).

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

LuAnn Mascia,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President

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

Elizabeth McCormack,                          Assistant Secretary of HarbourView Asset Management Corporation.
Assistant Vice President

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

Joseph McGovern,                              None
Assistant Vice President

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

Charles L. McKenzie,                          Chief Executive Officer, President, Senior Managing Director and
Senior Vice President                         Director of HarbourView Asset Management Corporation and OFI
                                              Institutional Asset Management Corporation; Director (Class A) and
                                              Chairman of Trinity Investment Management Corporation

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

Lisa Migan,                                   None
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Andrew J. Mika,                               None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joy Milan,                                    None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Denis R. Molleur,                             None
Vice President & Senior Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Nikolaos D. Monoyios,                         None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Charles Moon,                                 Vice President of HarbourView Asset Management Corporation and of OFI
Vice President                                Institutional Asset Management, Inc. Formerly an Executive Director

                                              and Portfolio Manager with Miller Anderson & Sherrerd, a division of
                                              Morgan Stanley Investment Management (June 1999-March 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Stacey Morrell,                               None
Vice President

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

John Murphy,                                  Director of OppenheimerFunds Distributor, Inc., Centennial Asset
Chairman, President, Chief                    Management Corporation, HarbourView Asset Management Corporation, OFI
Executive Officer & Director                  Private Investments, Inc., OFI Institutional Asset Management, Inc.
                                              and Tremont Advisers, Inc.; Director (Class A) of Trinity Investments
                                              Management Corporation; President and Management Director of
                                              Oppenheimer Acquisition Corp.; President and Director of Oppenheimer
                                              Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc.;
                                              Chairman and Director of Shareholder Financial Services, Inc. and
                                              Shareholder Services, Inc.; Executive Vice President of MassMutual
                                              Life Insurance Company; director of DLB Acquisition Corp.

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

Kevin Murray,                                 None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas J. Murray,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kenneth Nadler,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Christina Nasta,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Nichols,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Barbara Niederbrach,                          None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

William Norman,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Raymond C. Olson,                             Assistant Vice President and Treasurer of OppenheimerFunds
Assistant Vice President                      Distributor, Inc.; Treasurer of Centennial Asset Management
                                              Corporation.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Frank J. Pavlak,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David P. Pellegrino,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Allison C. Pells,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Susan Pergament,                              None
Assistant Vice President

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

Brian Petersen,                               None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James F. Phillips,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Gary Pilc,
Assistant Vice President

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

Peter E. Pisapia,                             Formerly, Associate Counsel at SunAmerica Asset Management Corp.
Assistant Vice President & Assistant Counsel  (December 2000-December 2002).

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

Jeaneen Pisarra,                              None
Assistant Vice President

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

Raghaw Prasad,                                Formerly Associate Vice President with Prudential Securities New York
Assistant Vice President                      (January 2001-November 2001) prior to which he was a
                                              Director/Analytics with Prudential Investments New Jersey (April
                                              1997-November 2001).

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jane C. Putnam,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael E. Quinn,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Julie S. Radtke,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Norma J. Rapini,                              None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian N. Reid,                                Formerly an Assistant Vice President with Eaton Vance Management
Assistant Vice President                      (January 2000-January 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Marc Reinganum,                               Formerly (until August 2002) Vaughn Rauscher Chair in Financial
Vice President                                Investments and Director, Finance Institute of Southern Methodist
                                              University, Texas.

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

Jill Reiter,                                  None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kristina Richardson,                          None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Claire Ring,                                  None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Robertson,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rob Robis,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Antoinette Rodriguez,                         None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Stacey Roode,                                 Formerly, Assistant Vice President of Human Resources of OFI (200-July
Vice President                                2002)

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeffrey S. Rosen,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

James H. Ruff,                                President and Director of OppenheimerFunds Distributor, Inc. and
Executive Vice President                      Centennial Asset Management Corporation; Executive Vice President of
                                              OFI Private Investments, Inc.

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

Andrew Ruotolo                                Vice Chairman, Treasurer, Chief Financial Officer and Management
Executive Vice President and Director         Director of Oppenheimer Acquisition Corp.; President and director of
                                              Shareholder Services, Inc. and Shareholder Financial Services, Inc.;
                                              Director (Class A) of Trinity Investment Management Corporation;
                                              Chairman of the Board, Chief Executive Officer, President and Director
                                              of OFI Trust Company.

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

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rohit Sah,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Valerie Sanders,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Karen Sandler,                                None
Assistant Vice President

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

Tricia Scarlata,                              Formerly, Marketing Manager of OppenheimerFunds, Inc. (April
Assistant Vice President                      2001-August 2002); Client Service Support Manager for Sanford C.
                                              Bernstein (December 1999-April 2001)

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

Rudi Schadt,                                  Formerly a consultant for Arthur Andersen (August 2001-February 2002);
Vice President                                director, senior quantitative analyst at Brinson Partners (September
                                              2000,April 2001).

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Ellen P. Schoenfeld,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Maria Schulte,                                None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Scott A. Schwegel,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Allan P. Sedmak                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jennifer L. Sexton,                           Vice President of OFI Private Investments, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Martha A. Shapiro,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Navin Sharma,                                 Formerly, Manager at BNP Paribas Cooper Neff Advisors (May 2001-April
Vice President                                2002) prior to which he was Development Manager at Reality
                                              Online/Reuters America Inc. (June 2000-May 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steven J. Sheerin,                            Formerly consultant with Pricewaterhouse Coopers (November 2000-May
Vice President                                2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bonnie Sherman,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David C. Sitgreaves,                          None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward James Sivigny                          Formerly a Director for ABN Amro Securities (July 2001-July 2002)
Assistant Vice President                      prior to which he was Associate Director for Barclays Capital
                                              (1998-July 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Enrique H. Smith,                             Formerly a business analyst with Goldman Sachs (August 1999-August
Assistant Vice President                      2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Louis Sortino,                                None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Keith J. Spencer,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marco Antonio Spinar,                         Formerly, Director of Business Operations at AOL Time Warner, AOL Time
Assistant Vice President                      Warner Book Group (June 2000-December 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard A. Stein,                             None
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Arthur P. Steinmetz,                          Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Jennifer Stevens,                             None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gregory J. Stitt,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John P. Stoma,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Wayne Strauss,                                None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Michael Stricker,                             Vice President of Shareholder Services, Inc.
Vice President

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

Deborah A. Sullivan,                          Since December 2001, Secretary of OFI Trust Company.
Assistant Vice President,
Assistant Counsel

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mary Sullivan,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Michael Sussman,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Susan B. Switzer,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Martin Telles,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Temple,                                  Formerly a Vice President of Merrill Lynch (October 2001-January 2002)
Vice President                                prior to which he was a Vice President with OppenheimerFunds, Inc.
                                              (May 2000-October 5, 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Vincent Toner,                                None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Eamon Tubridy,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Keith Tucker,                                 None
Assistant Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James F. Turner,                              Formerly portfolio manager for Technology Crossover Ventures (May
Vice President                                2000-March 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Cameron Ullyat,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Angela Utaro,                                 None
Assistant Vice President:
Rochester Division

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark S. Vandehey,                             Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset
Vice President                                Management Corporation and Shareholder Services, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Maureen Van Norstrand,                        None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Vincent Vermette,                             Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Phillip F. Vottiero,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Teresa M. Ward,                               Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jerry A. Webman,                              Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christopher D. Weiler,                        None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Barry D. Weiss,                               Vice President of HarbourView Asset Management Corporation
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Melissa Lynn Weiss,                           Formerly an Associate at Hoguet Newman & Regal, LLP (January 1998-May
Vice President                                2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christine Wells,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Joseph J. Welsh,                              Vice President of HarbourView Asset Management Corporation.
Vice President

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Diederick Wermolder,                          Director of OppenheimerFunds International Ltd.; Senior Vice President
Vice President                                (Managing Director of the International Division) of OFI Institutional
                                              Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Catherine M. White,                           Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President                      Formerly, Assistant Vice President with Gruntal & Co. LLC (September
                                              1998 - October 2000); member of the American Society of Pension
                                              Actuaries (ASPA) since 1995.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
William L. Wilby,                             Formerly Senior Vice President of HarbourView Asset Management
Senior Vice President                         Corporation (May 1999-July 2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Donna M. Winn,                                President, Chief Executive Officer and Director of OFI Private
Senior Vice President                         Investments, Inc.; Director and President of OppenheimerFunds Legacy
                                              Program; Senior Vice President of OppenheimerFunds Distributor, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Kenneth Winston,                              Formerly, principal at Richards & Tierney, Inc. (March 1994-May 2001).
Senior Vice President

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

Philip Witkower,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

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

Brian W. Wixted,                              Treasurer of HarbourView Asset Management Corporation;
Senior Vice President and                     OppenheimerFunds International Ltd., Oppenheimer Partnership Holdings,
Treasurer                                     Inc., Oppenheimer Real Asset Management, Inc., Shareholder Services,
                                              Inc., Shareholder Financial Services, Inc., OFI Private Investments,
                                              Inc., OFI Institutional Asset Management, Inc. and OppenheimerFunds
                                              Legacy Program; Treasurer and Chief Financial Officer of OFI Trust
                                              Company; Assistant Treasurer of Oppenheimer Acquisition Corp.

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

Carol Wolf,                                   Senior Vice President of HarbourView Asset Management Corporation;
Senior Vice President                         serves on the Board of the Colorado Ballet.

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

Kurt Wolfgruber,                              Director of Tremont Advisers, Inc. (as of January 2002), HarbourView
Executive Vice President & Chief  Investment  Asset Management Corporation and OFI Institutional Asset Management,
Officer and Director                          Inc. (as of January 2003)

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Caleb C. Wong,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward C. Yoensky,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jill Zachman,                                 None
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------

Lucy Zachman,                                 None
Assistant Vice President

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

Robert G. Zack                                General Counsel and Director of OppenheimerFunds Distributor, Inc.;
Senior Vice President and                     General Counsel of Centennial Asset Management Corporation; Senior
General Counsel                               Vice President and General Counsel of HarbourView Asset Management
                                              Corporation and OFI Institutional Asset Management, Inc.; Senior Vice
                                              President, General Counsel and Director of Shareholder Financial
                                              Services, Inc., Shareholder Services, Inc., OFI Private Investments,
                                              Inc. and OFI Trust Company; Vice President and Director of Oppenheimer
                                              Partnership Holdings, Inc.; Secretary and General Counsel of
                                              Oppenheimer Acquisition Corp.; Director and Assistant Secretary of
                                              OppenheimerFunds International Ltd.; Director of Oppenheimer Real
                                              Asset Management, Inc.; Vice President of OppenheimerFunds Legacy
                                              Program.

--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Neal A. Zamore,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark D. Zavanelli,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Alex Zhou,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Arthur J. Zimmer,                             Senior Vice President (since April 1999) of HarbourView Asset
Senior Vice President                         Management Corporation.
--------------------------------------------- ------------------------------------------------------------------------

Item 27. Principal Underwriter
------------------------------

(a)      OppenheimerFunds  Distributor,  Inc.  is the  Distributor  of the  Registrant's  shares.  It is  also  the
Distributor of each of the other registered open-end investment companies for which  OppenheimerFunds,  Inc. is the
investment  adviser,  as described in Part A and B of this  Registration  Statement  and listed in Item 26(b) above
(except  Oppenheimer  Multi-Sector  Income Trust and Panorama Series Fund,  Inc.) and for MassMutual  Institutional
Funds.

(b)      The directors and officers of the Registrant's principal underwriter are:

----------------------------------------------- ------------------------------------ ---------------------------------
Name & Principal                                Position & Office                    Position and Office
Business Address                                with Underwriter                     with Registrant
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert Agan(1)                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Janette Aprilante(1)                            Secretary                            None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jason R. Bach                                   Vice President                       None
3264 Winthrop Cricle
Marietta, GA 30067
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

James Barker                                    Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen Beichert(1)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gabriella Bercze(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Douglas S. Blankenship                          Vice President                       None
17011 Woodbark
Spring, TX 77379
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Blinzler(1)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

David A Borrelli                                Vice President                       None

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

Michelle Brennan                                Assistant Vice President             None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
L. Scott Brooks(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin E. Brosmith                               Senior Vice President                None
170 Phillip Court
Lake Bluff, IL 60044
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey W. Bryan(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Susan Burton                                    Vice President                       None
412 Towne Green Circle
Addison, TX 75001
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen Mary Byron                             Vice President                       None
6 Dahlia Drive
Irvine, CA 92618
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Andrew Chonofsky                                Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert A. Coli                                  Vice President                       None
12 White Tail Lane
Bedminster, NJ 07921
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jill E. Crockett(2)                             Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey D. Damia(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Davis(2)                                   Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                       Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Joseph A. DiMauro                               Vice President                       None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Steven Dombrower(w)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
George P. Dougherty                             Vice President                       None
4090 Redbud Circle
Doylestown, PA 18901
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Cliff H. Dunteman                               Vice President                       None
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Eiler(2)                                   Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kent M. Elwell                                  Vice President                       None
35 Crown Terrace
Yardley, PA 19067
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gregg A. Everett                                Vice President                       None
7124 Trysail Circle
Tampa, FL 33607
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

George R. Fahey                                 Senior Vice President                None
9 Townview Court

Flemington, NJ 08822
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric C. Fallon                                  Vice President                       None
10 Worth Circle
Newton, MA 02458
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Katherine P. Feld(2)                            Vice President                       Assistant Secretary
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Mark J. Ferro(2)                                Senior Vice President                None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                           Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Patrick W. Flynn (1)                            Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John E. Forrest(2)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John ("J) Fortuna(2)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
P. Lyman Foster(2)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Luiggino J. Galleto                             Vice President                       None
10302 Riesling Court
Charlotte, NC 28277
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Lucio Giliberti                                 Vice President                       None
6 Cyndi Court
Flemington, NJ 08822
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Raquel Granahan(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ralph Grant(2)                                  Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael D. Guman                                Vice President                       None
3913 Pleasant Avenue
Allentown, PA 18103
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Clifford W. Heidinger                           Vice President                       None
90 Gates Street
Portsmouth, NH 03801
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Phillipe D. Hemery                              Vice President                       None
184 Park Avenue
Rochester, NY 14607
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Elyse R. Jurman Herman                          Vice President                       None
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL  33062
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Wendy G. Hetson                                 Vice President                       None
4 Craig Street
Jericho, NY 11753
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William E. Hortz(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Edward Hrybenko(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian F. Husch(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                             Vice President                       Assistant Secretary
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric K. Johnson                                 Vice President                       None
28 Oxford Avenue
Mill Valley, CA 94941
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark D. Johnson                                 Vice President                       None
15792 Scenic Green Court
Chesterfield, MO 63017
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christina J. Keller(2)                          Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian G. Kelly                                  Vice President                       None
60 Larkspur Road
Fairfield, CT 06430
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Keogh(2)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Lisa Klassen(1)                                 Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Richard Klein                                   Senior Vice President                None
4820 Fremont Avenue So.
Minneapolis, MN 55409
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Richard Knott(2)                                Senior Vice President                None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Dean Kopperud(2)                                Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brent A. Krantz                                 Senior Vice President                None
P. O. Box 1313
Seahurst, WA 98062
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David T. Kuzia                                  Vice President                       None
9697 S. Golden Eagle Dr.
Highlands, CO 80126
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Lange(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Paul R. LeMire                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Evan M. Lereah                                  Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Dawn Lind                                       Vice President                       None
21 Meadow Lane
Rockville Centre, NY 11570
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Malissa Lischin(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James V. Loehle                                 Vice President                       None
30 Wesley Hill Lane
Warwick, NY 10990
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Montana Low                                     Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John J. Lynch                                   Vice President                       None
5341 Ellsworth
Dallas, TX 75206
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Craig Lyman                                     Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark Macken                                     Vice President                       None
462 Lincoln Avenue
Sayville, NY 11782
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Magee(2)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Steven C. Manns                                 Vice President                       None
1941 W. Wolfram
Chicago, IL 60657
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Todd A. Marion                                  Vice President                       None
3 St. Marks Place
Cold Spring Harbor, NY 11724
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

LuAnn Mascia(2)                                 Vice President                       None

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

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Theresa-Marie Maynier                           Vice President                       None
2421 Charlotte Drive
Charlotte, NC 28203
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Anthony P. Mazzariello                          Vice President                       None
704 Beaver Road
Leetsdale, PA 15056
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John C. McDonough                               Vice President                       None
3812 Leland Street
Chevy Chase, MD 20815
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kent C. McGowan                                 Vice President                       None
18424 12th Avenue West
Lynnwood, WA 98037
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Daniel Melehan                                  Vice President                       None

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

Mark Mezzanotte                                 Vice President                       None

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

Robert Moser                                    Vice President                       None

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

John V. Murphy(2)                               Director                             President

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Wendy Jean Murray                               Vice President                       None
32 Carolin Road
Upper Montclair, NJ 07043
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christina Nasta(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin P. Neznek(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Chad V. Noel                                    Vice President                       None
2408 Eagleridge Drive
Henderson, NV 89014
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Bradford Norford                                Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Raymond C. Olson(1)                             Assistant Vice President &           None
                                                Treasurer
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Alan Panzer                                     Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian C. Perkes                                 Vice President                       None
8734 Shady Shore Drive
Frisco, TX 75034
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Charles K. Pettit                               Vice President                       None
22 Fall Meadow Drive
Pittsford, NY 14534
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Gazell Pettway                                  Vice President                       None

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

William Presutti                                Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Elaine Puleo-Carter(2)                          Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christopher L. Quinson                          Vice President                       None
19 Cayuga Street
Rye, NY 10580
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Minnie Ra                                       Vice President                       None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gary D. Rakan                                   Vice President                       None
25031 Woodridge Triangle
Farmington, MI 48335
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Dusting Raring                                  Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael A. Raso                                 Vice President                       None
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Douglas Rentschler                              Vice President                       None
677 Middlesex Road
Grosse Pointe Park, MI 48230
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

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

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ruxandra Risko(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David R. Robertson(2)                           Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kenneth A. Rosenson                             Vice President                       None
24753 Bantage Point Terr.
Malibu, CA 90265
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James H. Ruff(2)                                President & Director                 None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William R. Rylander                             Vice President                       None
85 Evergreen Road
Vernon, CT 06066
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Sabow(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

John Saunders                                   Vice President                       None

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

Tonya Sax                                       Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Alfredo Scalzo                                  Vice President                       None
9616 Lake Chase Island Way
Tampa, FL 33626
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Thomas Schmitt                                  Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric Sharp                                      Vice President                       None
862 McNeill Circle
Woodland, CA 95695
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Debbie Simon(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Douglas Bruce Smith                             Vice President                       None
808 South 194th Street
Seattle,WA 98148
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bryan Stein(2)                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Stoma(2)                                   Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian C. Summe                                  Vice President                       None
239 N. Colony Drive
Edgewood, KY 41017
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Sussman(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
George T. Sweeney                               Senior Vice President                None
5 Smoke House Lane
Hummelstown, PA 17036
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James Taylor(2)                                 Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Martin Telles(2)                                Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David G. Thomas                                 Vice President                       None
1328 N. Cleveland Street
Arlington, VA 22201
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bryan K.Toma                                    Vice President                       None
14575 S. Gallery
Olathe, KS 66062
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Floyd A. Tucker                                 Vice President                       None
1930 W. Barry Ave., #2
Chicago, IL 60657
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark Vandehey(1)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Vincent Vermete                                 Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

Kenneth Ward                                    Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Teresa Ward(1)                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael J. Weigner                              Vice President                       None
4905 W. San Nicholas Street
Tampa, FL 33629
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Donn Weise                                      Vice President                       None
3249 Earlmar Drive
Los Angeles, CA 90064
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Catherine White(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Wilson(2)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Donna Winn(2)                                   Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Philip Witkower(2)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Cary Patrick Wozniak                            Vice President                       None
18808 Bravata Court
San Diego, CA 92128
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------

John Young                                      Vice President                       None

----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gregor D. Yuska                                 Vice President                       None
16035 Canterbury Estates Dr.
Ellisville, MO 63021
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert G. Zack(2)                               General Counsel & Director           Secretary
----------------------------------------------- ------------------------------------ ---------------------------------


(1) 6803 South Tucson Way, Centennial, CO 80112-3924
(2) Two World Financial Center, 225 Liberty Street, New York, NY 10080
(3) 350 Linden Oaks, Rochester, NY 14623


(c)      Not applicable.

Item 28. Location of Accounts and Records
-----------------------------------------


The accounts,  books and other documents  required to be maintained by Registrant  pursuant to Section 31(a) of the
Investment  Company Act of 1940 and rules promulgated  thereunder are in the possession of  OppenheimerFunds,  Inc.
at its offices at 6803 South Tucson Way, Centennial, Colorado 80112.


Item 29. Management Services
----------------------------

Not applicable

Item 30. Undertakings
---------------------

Not applicable.



                                                    SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933 and/or
          the Investment  Company Act of 1940, the Registrant  certifies that it
          meets all the  requirements  for  effectiveness  of this  Registration
          Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
          has duly caused this Registration Statement to be signed on its behalf
          by the undersigned, thereunto duly authorized, in the City of New York
          and State of New York on the 20th day of October, 2003.


                                   OPPENHEIMER DEVELOPING MARKETS FUND

                                     By: /s/ John V. Murphy*

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

                                    John V. Murphy, President,
                                    Principal Executive Officer & Trustee

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

Signatures                       Title                               Date
----------                      -----                               ----


/s/ Clayton K. Yeutter*          Chairman of the
--------------------------       Board of Trustees             October 20, 2003
Clayton K.Yeutter

/s/ Donald W. Spiro*            Vice Chairman of the           October 20, 2003
----------------------          Board and Trustees
Donald W. Spiro


/s/ John V. Murphy*             President, Principal

--------------------------      Executive Officer              October 20, 2003
John V. Murphy                   & Trustee

/s/ Brian W. Wixted*            Treasurer, Principal           October 20, 2003
-------------------------       Financial and
Brian W. Wixted                 Accounting Officer

/s/ Robert G. Galli*            Trustee                       October 20, 2003

--------------------
Robert G. Galli


/s/ Phillip A. Griffiths*       Trustee                     October 20, 2003

----------------------
Phillip A. Griffiths



/s/ Joel W. Motley*            Trustee                     October 20, 2003

--------------------
Joel W. Motley


/s/ Kenneth A. Randall*        Trustee                      October 20, 2003

-------------------------
Kenneth A. Randall


/s/ Edward V. Regan*          Trustee                       October 20, 2003

-----------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.*  Trustee                     October 20, 2003

----------------------------
Russell S. Reynolds, Jr.


*By: /s/ Robert G. Zack

    -----------------------------------------
    Robert G. Zack, Attorney-in-Fact






                                        Oppenheimer Developing Markets Fund


                                          Post-Effective Amendment No. 10

                                       Registration Statement No. 333-05579

                                                   EXHIBIT INDEX
                                                   -------------

Exhibit No.                Description
-----------                -----------


23(j)                      Independent Auditors' Consent