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. 14                                                                                 [X]


                                                                          and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940                                                                                                         [X]

         Amendment No. 15


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                                                  OPPENHEIMER DEVELOPING MARKETS FUND
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                                          (Exact Name of Registrant as Specified in Charter)

                                        6803 South Tucson Way, Centennial, Colorado 80112-3924
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                                          (Address of Principal Executive Offices) (Zip Code)

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

                                                         Robert G. Zack, Esq.
                                                        OppenheimerFunds, Inc.
                                            Two World Financial Center, 225 Liberty Street
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                                                     New York, New York 10281-1008
                                                (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 December 28, 2005 pursuant to paragraph (b)
       [   ]    60 days after filing pursuant to paragraph (a)(1)
       [   ]    on December 28, 2005 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 December 28, 2005


     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.





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
                  Class Y 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, operations
and products, 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.

o        Companies with management that has a proven record or has the ability
         to take advantage of business opportunities.
o    Companies with newer or established businesses that are entering into a
     growth cycle. o Companies with strong earnings growth such as whose stock
     is selling at a reasonable price.

         In applying these and other selection criteria, the portfolio manager
considers the macroeconomic and political environment in a given country and
changes in the industry, including the broader industry cycle. As part of his
selection process, the portfolio manager looks for companies that may benefit
from global trends such as, the growth of mass affluence, development of new
technologies, corporate restructuring and aging. 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., (the "Manager") 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.


         Additionally, if the Fund invests a significant amount of its assets in
         foreign securities, it might expose the Fund to "time-zone arbitrage"
         attempts by investors seeking to take advantage of the differences in
         value of foreign securities that might result from events that occur
         after the close of the foreign securities market on which a foreign
         security is traded and the close of The New York Stock Exchange (the
         "NYSE") that day, when the Fund's net asset value is calculated. If
         such time-zone arbitrage were successful, it might dilute the interests
         of other shareholders. However, the Fund's use of "fair value pricing"
         to adjust the closing market prices of foreign securities under certain
         circumstances, to reflect what the Manager and the Board of Trustees
         (the "Board") believe to be their fair value, and the imposition of
         redemption fees, may help deter those activities.


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, compared 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. 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 the annual total return]

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 1/1/05 through 9/30/05, the cumulative
return (not annualized) before taxes for Class A shares was 27.98%.

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).


-------------------------------------------- ---------------------- -------------------------- -------------------------
                                                                             5 Years                   10 Years
Average Annual Total Returns                                          (or life of class, if     (or life of class, if
for the periods ended December 31, 2004             1 Year                    less)                     less)
-------------------------------------------- ---------------------- -------------------------- -------------------------
-------------------------------------------- ---------------------- -------------------------- -------------------------
Class A Shares (inception 11/18/96)
  Return Before Taxes                               25.35%                   12.73%                     14.95%
  Return After Taxes on Distributions               24.99%                   12.03%                     14.07%
  Return After Taxes on  Distributions  and
  Sale of Fund Shares                               16.92%                   10.73%                     12.79%
-------------------------------------------- ---------------------- -------------------------- -------------------------
Morgan Stanley Capital International
Emerging Markets Free Index (reflects no
deduction for fees, expenses or taxes)              22.45%                    2.07%                    1.66%(1)
-------------------------------------------- ---------------------- -------------------------- -------------------------
-------------------------------------------- ---------------------- -------------------------- -------------------------
Class B Shares (inception 11/18/96)                 26.83%                   12.95%                     15.15%
-------------------------------------------- ---------------------- -------------------------- -------------------------
-------------------------------------------- ---------------------- -------------------------- -------------------------
Class C Shares (inception 11/18/96)                 31.01%                   13.20%                     14.90%
-------------------------------------------- ---------------------- -------------------------- -------------------------
-------------------------------------------- ---------------------- -------------------------- -------------------------
Class N Shares (inception 3/1/01)                   31.54%                   18.06%                      N/A
-------------------------------------------- ---------------------- -------------------------- -------------------------
(1) From 11/30/96.


The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charge of 5% (1-year) and 2% (5-years); and for Class
C and Class N, the 1% contingent deferred sales charge for the 1-year period.
There is no sales charge for Class Y shares. Because Class B shares convert to
Class A shares 72 months after purchase, Class B "life-of-class" performance
does not include any contingent deferred sales charge and uses Class A
performance for the period after conversion.

The returns measure the performance of a hypothetical account and assume that
all dividends and capital gains distributions have been reinvested in additional
shares. The performance of 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 transaction
expenses directly, such as sales charges. The numbers below are based on the
Fund's expenses during its fiscal year ended August 31, 2005. The numbers for
Class Y shares are estimated expenses for the first full fiscal year that Class
Y shares are offered.


------------------------------------------------------------------------------------------------------ -----------------
Shareholder Fees (charges paid directly from your investment):
------------------------------------------------------------------------------------------------------ -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
                                      Class A Shares  Class B Shares  Class C Shares   Class N Shares   Class Y Shares
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Maximum Sales Charge (Load) on            5.75%            None            None             None             None
purchases (as % of offering price)
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Maximum Deferred Sales Charge
(Load) (as % of the lower of the
original offering price or               None(1)          5%(2)            1%(3)           1%(4)             None
redemption proceeds)
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Redemption Fee (as a percentage of        2.00%           2.00%            2.00%           2.00%            2.00%
total redemption proceeds)(5)
------------------------------------- --------------- --------------- ---------------- --------------- -----------------

------------------------------------------------------------------------------------------------------ -----------------
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
------------------------------------------------------------------------------------------------------ -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
                                      Class A Shares  Class B Shares  Class C Shares   Class N Shares   Class Y Shares
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Management Fees                           0.87%           0.87%            0.87%           0.87%            0.87%
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Distribution and/or Service               0.23%           1.00%            1.00%           0.48%             N/A
(12b-1) Fees
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Other Expenses                            0.33%           0.37%            0.30%           0.47%            0.33%
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
------------------------------------- --------------- --------------- ---------------- --------------- -----------------
Total Annual Operating Expenses           1.43%           2.24%            2.17%           1.82%            1.20%
------------------------------------- --------------- --------------- ---------------- --------------- -----------------

Expenses may vary in future years. "Other Expenses" include transfer agent fees,
custodial fees, and accounting and legal expenses that the Fund pays for Class
A, B, C and N shares. For Class Y shares the "Other Expenses" are estimates
based on the Manager's projections of what those expenses will be for the first
fiscal year that Class Y shares are offered. 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 0.45% and 1.80% for
Class N shares. The other classes were the same as shown above.

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 gradually declines from 5% to 1% in years one through
     six and is eliminated after that.
3.   Applies to shares redeemed within 12 months of purchase.
4.   Applies to shares redeemed within 18 months of a retirement plan's first
     purchase of Class N shares. 5. The redemption fee applies to the proceeds
     of Fund shares that are redeemed (either by selling or
     exchanging to another Oppenheimer fund) within 30 days of their purchase.
     See "How to Sell Shares" for more information on when the redemption fee
     will apply.

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                             $713                $1,004               $1,317              $2,201
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class B Shares                             $730                $1,008               $1,413            $2,204(1)
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                             $322                 $686                $1,177              $2,530
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class N Shares                             $287                 $578                 $994               $2,156
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                             $123                 $383                 $664               $1,463
---------------------------------- --------------------- -------------------- ------------------- -------------------

---------------------------------- --------------------- -------------------- ------------------- -------------------
   If shares are not redeemed:            1 Year               3 Years             5 Years             10 Years
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class A Shares                             $713                $1,004               $1,317              $2,201
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class B Shares                             $230                 $708                $1,213            $2,204(1)

---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                             $222                 $686                $1,177              $2,530
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class N Shares                             $187                 $578                 $994               $2,156
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                             $123                 $383                 $664               $1,463
---------------------------------- --------------------- -------------------- ------------------- -------------------
  In the first example, expenses include the initial sales charge for Class A
  and the applicable Class B, Class C and 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 contingent deferred
  sales charges. There is no sales charge on Class Y shares.
  1. Class B expenses for years 7 through 10 are based on Class A expenses since
  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, that limit
does not apply to securities issued or guaranteed by the U.S. government or its
agencies and instrumentalities or securities issued by investment companies.
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 and capital appreciation potential. These
         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 and 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.

         Investments By "Funds of Funds." Class Y shares of the Fund are offered
as an investment to other Oppenheimer funds that act as "funds of funds." The
Fund's Board has approved making the Fund's shares available as an investment to
those funds. Those funds of funds may invest significant portions of their
assets in shares of the Fund, as described in their respective prospectuses.
Those other funds, individually and/or collectively, may own significant amounts
of the Fund's shares from time to time. Those funds of funds typically use asset
allocation strategies under which they may increase or reduce the amount of
their investment in the Fund frequently, which may occur on a daily basis under
volatile market conditions. Depending on a number of factors, such as the flows
of cash into and from the Fund as a result of the activity of other investors
and the Fund's then-current liquidity, those purchases and redemptions of the
Fund's shares by funds of funds could require the Fund to purchase or sell
portfolio securities, increasing its transaction costs and possibly reducing its
performance, if the size of those purchases and redemptions were significant
relative to the size of the Fund. For a further discussion of the possible
effects of frequent trading in the Fund's shares, please refer to "Are There
Limitations On Exchanges?"

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 10% of its net
         assets in illiquid or restricted securities. The Board can increase
         that limit to 15%. 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. Increased
         portfolio turnover creates higher brokerage and transaction costs for
         the Fund (and may reduce 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.
PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
         and annual reports that are distributed to shareholders of the Fund
         within 60 days after the close of the period for which such report is
         being made. The Fund also discloses its portfolio holdings in its
         Statements of Investments on Form N-Q, which are filed with the
         Securities and Exchange Commission (the "SEC") no later than 60 days
         after the close of its first and third fiscal quarters. These required
         filings are publicly available at the SEC. Therefore, portfolio
         holdings of the Fund are made publicly available no later than 60 days
         after the close of each of the Fund's fiscal quarters.
         A description of the Fund's policies and procedures with respect to the
         disclosure of the Fund's portfolio securities is available in the
         Fund's Statement of Additional Information.

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 been an investment advisor since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $190 billion in
assets as of September 30, 2005, including other Oppenheimer funds with more
than 6 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.


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, 2005 was 0.87% of average annual net assets for each class
         of shares. A discussion regarding the basis for the Board of Trustees'
         approval of the Fund's investment advisory contract with the Manager is
         available in the Fund's Annual Report to shareholders for the fiscal
         year ended August 31, 2005.

Portfolio Manager. The Fund's portfolio is managed by Mark Madden who is
         principally responsible for the day-to-day management of the Fund's
         investments.

         Mr. Madden is a Vice President and portfolio manager of the Fund and a
         Vice President of the Manager since August 2004. Prior to joining
         OppenheimerFunds, Mr. Madden held the following positions at Pioneer
         Investment Management, Inc.: Managing Director of Global Emerging
         Markets Team from November 2000 through July 2004, Senior Vice
         President and Portfolio Manager of International Equities from December
         1998 through October 2000, and Vice President and Portfolio Manager of
         International Equities from February 1993 through November 1998. He is
         an officer of one portfolio in the OppenheimerFunds complex.

         The Statement of Additional Information provides additional information
         about the portfolio manager's compensation, other accounts he manages
         and his ownership of Fund shares.

Pending Litigation. A consolidated amended complaint has been filed as putative
derivative and class actions against the Manager, Distributor and Transfer
Agent, as well as 51 of the Oppenheimer funds (collectively the "funds")
including the Fund, 30 present and former Directors or Trustees and 8 present
and former officers of certain of the funds. This complaint, filed in the U.S.
District Court for the Southern District of New York on January 10, 2005 and
amended on March 4, 2005, consolidates into a single action and amends six
individual previously-filed putative derivative and class action complaints.
Like those prior complaints, the complaint alleges that the Manager charged
excessive fees for distribution and other costs, improperly used assets of the
funds in the form of directed brokerage commissions and 12b-1 fees to pay
brokers to promote sales of the funds, and failed to properly disclose the use
of fund assets to make those payments in violation of the Investment Company Act
of 1940 (the "Investment Company Act") and the Investment Advisers Act of 1940.
Also, like those prior complaints, the complaint further alleges that by
permitting and/or participating in those actions, the Directors/Trustees and the
officers breached their fiduciary duties to Fund shareholders under the
Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment advisory
agreements, an accounting of all fees paid, and an award of attorneys' fees and
litigation expenses.


         The defendants believe the claims asserted in these law suits to be
without merit, and intend to defend the suits vigorously. The Manager and the
Distributor do not believe that the pending actions are likely to have a
material adverse effect on the Fund or on their ability to perform their
respective investment advisory or distribution agreements with the Fund.

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. A broker or dealer may charge for that service.

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. Class B, Class
         C or Class N shares may not be purchased by an investor directly from
         the Distributor without the investor designating another registered
         broker-dealer. You should discuss your investment with a financial
         advisor before you make a purchase to be sure that the Fund is
         appropriate for you.

Paying by Federal Funds Wire. Shares purchased through the Distributor may be
         paid for by Federal Funds wire. The minimum investment is $5,000.
         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 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 $5,000 and make additional
investments at any time with as little as $50.

In the following circumstances, 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.

o Purchases made through retirement plans that are held in omnibus accounts.
o Purchases made pursuant to automatic rebalancing in OppenheimerFunds Portfolio
Builder accounts. o Purchases made through wrap-fee platforms sponsored by
certain broker-dealers that have an agreement with the Fund's distributor.
     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 NYSE, on each day the NYSE is open for
         trading (referred to in this Prospectus as a "regular business day").
         The NYSE 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 for a class of shares on a "regular
         business day" is determined by dividing the value of the Fund's net
         assets attributable to that class by the number of shares of that class
         outstanding on that day. To determine net asset values, the Fund assets
         are valued primarily on the basis of current market quotations. If
         market quotations are not readily available or do not accurately
         reflect fair value for a security (in the Manager's judgment) or if a
         security's value has been materially affected by events occurring after
         the close of the NYSE or market on which the security is principally
         traded, that security may be valued by another method that the Board of
         Trustees believes accurately reflects the fair value. 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.

         The Board has adopted valuation procedures for the Fund and has
         delegated the day-to-day responsibility for fair value determinations
         to the Manager's Valuation Committee. Fair value determinations by the
         Manager are subject to review, approval and ratification by the Board
         at its next scheduled meeting after the fair valuations are determined.
         In determining whether current market prices are readily available and
         reliable, the Manager monitors the information it receives in the
         ordinary course of its investment management responsibilities for
         significant events that it believes in good faith will affect the
         market prices of the securities of issuers held by the Fund. Those may
         include events affecting specific issuers (for example, a halt in
         trading of the securities of an issuer on an exchange during the
         trading day) or events affecting securities markets (for example, a
         foreign securities market closes early because of a natural disaster).

         If, after the close of the principal market on which a security held by
         the Fund is traded and before the time as of which the Fund's net asset
         values are calculated that day, a significant event occurs that the
         Manager learns of and believes in the exercise of its judgment will
         cause a material change in the value of that security from the closing
         price of the security on the principal market on which it is traded,
         the Manager will use its best judgment to determine a fair value for
         that security.

         The Manager believes that foreign securities values may be affected by
         volatility that occurs in U.S. markets on a trading day after the close
         of foreign securities markets. The Manager's fair valuation procedures
         therefore include a procedure whereby foreign securities prices may be
         "fair valued" to take those factors into account.


The Offering Price. To receive the offering price for a particular day, the
         Distributor or its designated agent must receive your order, in good
         order, by the time the NYSE closes that day. If your order is received
         on a day when the NYSE 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 NYSE 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 five
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.
Class Y Shares. Class Y shares are offered only to certain institutional
         investors that have a special agreement with the Distributor.

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.


         If you 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 more than $100,000 of Class B shares or $1 million
         or more of Class C shares from a single investor. Dealers or other
         financial intermediaries purchasing shares for their customers in
         omnibus accounts are responsible for compliance with those limits.


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 or Class Y shares, such as the
         Class B, Class C and Class N asset-based sales charge described below
         and in the Statement of Additional Information.

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.

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:

  ------------------------------------ ------------------------ ------------------------- -------------------------
  Amount of Purchase                   Front-End Sales          Front-End Sales           Concession As a
                                       Charge As a              Charge As a
                                       Percentage of            Percentage of Net         Percentage of
                                       Offering Price           Amount Invested           Offering Price
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  Less than $25,000                             5.75%                    6.10%                     4.75%
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $25,000 or more but less than                 5.50%                    5.82%                     4.75%
  $50,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $50,000 or more but less than                 4.75%                    4.99%                     4.00%
  $100,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $100,000 or more but less than                3.75%                    3.90%                     3.00%
  $250,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $250,000 or more but less than                2.50%                    2.56%                     2.00%
  $500,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $500,000 or more but less than $1             2.00%                    2.04%                     1.60%
  million
  ------------------------------------ ------------------------ ------------------------- -------------------------
  Due to rounding, the actual sales charge for a particular transaction may be
  higher or lower than the rates listed above.

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.

Can You Reduce Class A Sales Charges? You and your spouse may be eligible to buy
Class A shares of the Fund at reduced sales charge rates set forth in the table
above under the Fund's "Right of Accumulation" or a "Letter of Intent." The Fund
reserves the right to modify or to cease offering these programs at any time.

     o Right of  Accumulation.  To qualify for the reduced  Class A sales charge
that would apply to a larger purchase than you are currently making (as shown in
the table  above),  you can add the value of any  Class A,  Class B or,  Class C
shares of the Fund or other  Oppenheimer funds that you or your spouse currently
own, or are currently  purchasing,  to the value of your Class A share purchase.
Your Class A shares of Oppenheimer  Money Market Fund, Inc. or Oppenheimer  Cash
Reserves on which you have not paid a sales  charge will not be counted for this
purpose. In totaling your holdings, you may count shares held in your individual
accounts  (including  IRAs and  403(b)  plans),  your joint  accounts  with your
spouse,  or accounts you or your spouse hold as trustees or custodians on behalf
of your children who are minors.  A fiduciary can count all shares purchased for
a trust, estate or other fiduciary account that has multiple accounts (including
employee benefit plans for the same employer). If you are buying shares directly
from the Fund, you must inform the Distributor of your  eligibility and holdings
at the time of your purchase in order to qualify for the Right of  Accumulation.
If you are buying shares  through your  financial  intermediary  you must notify
your  intermediary of your eligibility for the Right of Accumulation at the time
of your purchase.

     To count  shares of  eligible  Oppenheimer  funds held in accounts at other
intermediaries under this Right of Accumulation, you may be requested to provide
the  Distributor  or  your  current  intermediary  with  a copy  of all  account
statements  showing  your  current  holdings  of  the  Fund  or  other  eligible
Oppenheimer funds, including statements for accounts held by you and your spouse
or in  retirement  plans or trust or custodial  accounts  for minor  children as
described  above.  The Distributor or intermediary  through which you are buying
shares will calculate the value of your eligible  Oppenheimer fund shares, based
on the current  offering price, to determine which Class A sales charge rate you
qualify for on your current purchase.

     o Letters of Intent. You may also qualify for reduced Class A sales charges
by  submitting  a Letter of Intent to the  Distributor.  A Letter of Intent is a
written  statement of your  intention to purchase a specified  value of Class A,
Class B or Class C shares of the Fund or other Oppenheimer funds over a 13-month
period.  The total  amount of your  intended  purchases  of Class A, Class B and
Class C shares will  determine  the reduced sales charge rate that will apply to
your Class A share  purchases of the Fund during that period.  You can choose to
include  purchases  made up to 90 days before the date that you submit a Letter.
Your  Class A shares  of  Oppenheimer  Money  Market  Fund or  Oppenheimer  Cash
Reserves on which you have not paid a sales  charge will not be counted for this
purpose.  Submitting  a Letter of Intent does not  obligate  you to purchase the
specified  amount  of  shares.  You  may  also be able to  apply  the  Right  of
Accumulation to these purchases.

     If you do not complete the Letter of Intent, the front-end sales charge you
paid on your  purchases  will be  recalculated  to reflect  the actual  value of
shares you purchased. A certain portion of your shares will be held in escrow by
the Fund's Transfer Agent for this purpose. Please refer to "How to Buy Shares -
Letters of Intent" in the Fund's  Statement of Additional  Information  for more
complete information.

     Other  Special  Sales Charge  Arrangements  and  Waivers.  The Fund and the
Distributor  offer other  opportunities to purchase shares without  front-end or
contingent  deferred sales charges under the programs  described below. The Fund
reserves the right to amend or  discontinue  these  programs at any time without
prior  notice.   o  Dividend   Reinvestment.   Dividends  and/or  capital  gains
distributions  received  by a  shareholder  from the Fund may be  reinvested  in
shares of the Fund or any of the other Oppenheimer funds without a sales charge,
at the net asset value per share in effect on the payable date.  You must notify
the  Transfer  Agent in writing to elect this  option and must have an  existing
account in the fund selected for reinvestment.  o Exchanges of Shares. Shares of
the Fund may be exchanged for shares of certain other  Oppenheimer  funds at net
asset value per share at the time of exchange,  without sales charge, and shares
of the Fund can be purchased by exchange of shares of certain other  Oppenheimer
funds on the  same  basis.  Please  refer to "How to  Exchange  Shares"  in this
Prospectus  and in the  Statement of  Additional  Information  for more details,
including a  discussion  of  circumstances  in which sales  charges may apply on
exchanges.

o             Reinvestment Privilege. Within six months of a redemption of
              certain Class A and Class B shares, the proceeds may be reinvested
              in Class A shares of the Fund, or any of the other Oppenheimer
              funds into which shares of the Fund may be exchanged, without a
              sales charge. This privilege applies to redemptions of Class A
              shares that were subject to an initial sales charge or Class A or
              Class B shares that were subject to a contingent deferred sales
              charge when redeemed. The investor must ask the Transfer Agent or
              financial intermediary for that privilege at the time of
              reinvestment and must identify the account from which the
              redemption was made.

     o Other Special Reductions and Waivers.  The Fund and the Distributor offer
additional  arrangements  to reduce or eliminate  front-end  sales charges or to
waive  contingent  deferred sales charges for certain types of transactions  and
for certain  classes of  investors  (primarily  retirement  plans that  purchase
shares in special  programs  through the  Distributor).  These are  described in
greater detail in Appendix B to the Statement of Additional  Information,  which
may be  ordered  by  calling  1.800.225.5677  or  through  the  OppenheimerFunds
website, at  www.oppenheimerfunds.com  (follow the hyperlinks:  "Access Accounts
and Services" - "Forms &  Literature" - "Order  Literature" - "Statements of
Additional  Information").  A  description  of these  waivers and special  sales
charge  arrangements  is also  available  for  viewing  on the  OppenheimerFunds
website (follow the hyperlinks:  "Research  Funds" - "Fund  Documents" - "View a
description  . . .").  To receive a waiver or special  sales  charge  rate under
these  programs,  the purchaser must notify the  Distributor (or other financial
intermediary  through which shares are being purchased) at the time of purchase,
or notify the Transfer  Agent at the time of redeeming  shares for those waivers
that  apply to  contingent  deferred  sales  charges.  o  Purchases  by  Certain
Retirement  Plans.  There is no initial  sales  charge on  purchases  of Class A
shares of the Fund by  retirement  plans  that have $5  million  or more in plan
assets. In that case the Distributor may pay from its own resources, at the time
of sale,  concessions in an amount equal to 0.25% of the purchase price of Class
A shares purchased within the first six months of account establishment by those
retirement plans to dealers of record,  subject to certain exceptions  described
in "Retirement Plans" in the Statement of Additional Information.  There is also
no initial  sales  charge on  purchases of Class A shares of the Fund by certain
retirement  plans  that are part of a  retirement  plan or  platform  offered by
banks, broker-dealers, financial advisors, insurance companies or recordkeepers.
No  contingent  deferred  sales  charge is charged upon the  redemption  of such
shares.

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 by
         certain retirement plans that satisfied certain requirements prior to
         March 1, 2001 ("grandfathered retirement accounts"). However, those
         Class A shares may be subject to a Class A contingent deferred sales
         charge, as described below. Retirement plans holding shares of
         Oppenheimer funds in an omnibus account(s) for the benefit of plan
         participants in the name of a fiduciary or financial intermediary
         (other than OppenheimerFunds-sponsored Single DB Plus plans) are not
         permitted to make initial purchases of Class A shares subject to a
         contingent deferred sales charge.

         The Distributor pays dealers of record concessions in an amount equal
         to 1.0% of purchases of $1 million or more other than purchases 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.

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 Redemptions in That
Years Since Beginning of Month in Which Purchase Order   Year
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.

WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share
without a sales charge directly to institutional investors that have special
agreements with the Distributor for this purpose. They may include insurance
companies, registered investment companies, employee benefit plans and Section
529 plans, among others. Individual investors cannot buy Class Y shares
directly.

         An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those 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
at their Colorado office) and the special account features available to
investors buying those other classes of shares do not apply to Class Y shares.
Instructions for buying, selling, exchanging or transferring Class Y shares must
be submitted by the institutional investor, not by its customers 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 periodically 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
         periodically.


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 periodically.


         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.


         For certain group retirement plans held in omnibus accounts, the
         Distributor will pay the full Class C or Class N asset-based sales
         charge and the service fee to the dealer beginning in the first year
         after the 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. New group omnibus plans may not purchase Class B
         shares.


         For Class C shares purchased through the OppenheimerFunds Recordkeeper
         Pro program, the Distributor will pay the Class C asset-based sales
         charge to the dealer of record in the first year after the purchase of
         such shares in lieu of paying the dealer a sales concession at the time
         of purchase. The Distributor will use the service fee it receives from
         the Fund on those shares to reimburse FASCorp for providing personal
         services to the Class C accounts holding those shares.


OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS.

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

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

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

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

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

       The Statement of Additional Information contains more information about
revenue sharing and service payments made by the Manager or the Distributor.
Your dealer may charge you fees or commissions in addition to those disclosed in
this Prospectus. You should ask your dealer or financial intermediary for
details about any such payments it receives from the Manager or the Distributor
and their affiliates, or any other fees or expenses it charges.


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 request 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.

     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, by wire, 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.


         Redemption Fee. The Fund imposes a 2% redemption fee on the proceeds of
Fund shares that are redeemed within 30 days of their purchase. The fee also
applies in the case of shares redeemed in exchange transactions. The redemption
fee is collected by the Transfer Agent and paid to the Fund. It is intended to
help offset the trading, market impact, and administrative costs associated with
short-term money movements into and out of the Fund, and to help deter excessive
short term trading. The 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
that were acquired by exchange, the holding period is measured from the date the
shares were acquired in the exchange transaction. Shares held the longest will
be redeemed first.

         The redemption fee is not imposed on shares:
o                 held in omnibus accounts of a financial intermediary, such as
                  a broker-dealer or a retirement plan fiduciary (however,
                  shares held in retirement plans that are not in omnibus
                  accounts, Oppenheimer-sponsored retirement plans such as IRAs,
                  and 403(b)(7) plans are subject to the fee), if those
                  institutions have not implemented the system changes necessary
                  to be capable of processing the redemption fee;
o                 held by investors in certain asset allocation programs that
                  offer automatic re-balancing or wrap-fee or similar fee-based
                  programs and that have been identified to the Distributor and
                  the Transfer Agent;
o redeemed for rebalancing transactions under the OppenheimerFunds Portfolio
Builder program; o redeemed pursuant to an OppenheimerFunds automatic withdrawal
plan; o redeemed due to the death or disability of the shareholder; o redeemed
as part of an automatic dividend exchange election established in advance of the
exchange; o redeemed to pay fees assessed by the Fund or the Transfer Agent
against the account; o redeemed from accounts for which the dealer, broker or
financial institution of record has entered into
                  an agreement with the Distributor that permits such
                  redemptions without the imposition of these fees, such as
                  asset allocation programs;
o redeemed for conversion of Class B shares to Class A shares or pursuant to
fund mergers; and o involuntary redemptions resulting from failure to meet
account minimums.

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, or 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.

Receiving Redemption Proceeds by Wire. While the Fund normally sends your money
         by check, you can arrange to have the proceeds of shares you sell sent
         by Federal Funds wire to a bank account you designate. It must be a
         commercial bank that is a member of the Federal Reserve wire system.
         The minimum redemption you can have sent by wire is $2,500. There is a
         $10 fee for each request. To find out how to set up this feature on
         your account or to arrange a wire, call the Transfer Agent at
         1.800.225.5677.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instruction 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                                Send courier or express mail
requests by mail:                                            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 NYSE 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 or by Wire. 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.

         If you have requested Federal Funds wire privileges for your account,
         the wire of the redemption proceeds will normally be transmitted on the
         next bank business day after the shares are redeemed. There is a
         possibility that the wire may be delayed up to seven days to enable the
         Fund to sell securities to pay the redemption proceeds. No dividends
         are accrued or paid on the proceeds of shares that have been redeemed
         and are awaiting transmittal by wire.

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

If you want to change all or part of your investment from one Oppenheimer fund
to another, you can exchange your shares for shares of the same class of another
Oppenheimer fund that offers the exchange privilege. For example, you can
exchange Class A shares of the Fund only for Class A shares of another fund. 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 prospectus of the selected fund must offer
     the exchange privilege. o When you establish an account, you must hold the
     shares you buy for at least seven days before you can
         exchange them. After your account is open for seven days, you can
         exchange shares on any regular business day, subject to the limitations
         described below.
     o You must meet the minimum purchase requirements for the selected fund.
     o   Generally, exchanges may be made only between identically registered
         accounts, unless all account owners send written exchange instructions
         with a signature guarantee.
     o Before exchanging into a fund, you must obtain its prospectus and should
read it carefully.

         For tax purposes, an exchange of shares of the Fund is considered a
sale of those shares and a purchase of the shares of the fund into which you are
exchanging. An exchange may result in a capital gain or loss.

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


A contingent deferred sales charge ("CDSC") is not charged when you exchange
shares of the Fund for shares of another Oppenheimer fund. However, if you
exchange your shares during the applicable CDSC holding period, the holding
period will carry over to the fund shares that you acquire. Similarly, if you
acquire shares of the Fund in exchange for shares of another Oppenheimer fund
that are subject to a CDSC holding period, that holding period will carry over
to the acquired shares of the Fund. In either of these situations, a CDSC may be
imposed if the acquired shares are redeemed before the end of the CDSC holding
period that applied to the exchanged shares.


There are a number of other special conditions and limitations that apply to
certain types of exchanges. These conditions and circumstances are described in
detail in the "How to Exchange Shares" section in the Statement of Additional
Information.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing, by
telephone or internet, or by establishing an Automatic Exchange Plan.

Written Exchange Requests. Send a request letter, signed by all owners of the
         account, to the Transfer Agent at the address on the back cover.
         Exchanges of shares for which share certificates have been issued
         cannot be processed unless the Transfer Agent receives the certificates
         with the request letter.

Telephone and Internet Exchange Requests. Telephone exchange requests may be
         made either by calling a service representative or by using PhoneLink
         by calling 1.800.225.5677. You may submit internet exchange requests on
         the OppenheimerFunds internet website, at www.oppenheimerfunds.com. You
         must have obtained a user I.D. and password to make transactions on
         that website. Telephone and/or internet exchanges may be made only
         between accounts that are registered with the same name(s) and address.
         Shares for which share certificates have been issued may not be
         exchanged by telephone or the internet.

Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to
         exchange a pre-determined amount of shares automatically on a monthly,
         quarterly, semi-annual or annual basis.

Please refer to "How to Exchange Shares" in the Statement of Additional
Information for more details. ARE THERE LIMITATIONS ON FREQUENT PURCHASES,
REDEMPTIONS AND EXCHANGES?


Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity. The
OppenheimerFunds exchange privilege affords investors the ability to switch
their investments among Oppenheimer funds if their investment needs change.
However, there are limits on that privilege. Frequent purchases, redemptions and
exchanges of fund shares may interfere with the Manager's ability to manage the
Fund's investments efficiently, increase the Fund's transaction and
administrative costs and/or affect the Fund's performance, depending on various
factors, such as the size of the Fund, the nature of its investments, the amount
of Fund assets the portfolio manager maintains in cash or cash equivalents, the
aggregate dollar amount and the number and frequency of trades. If large dollar
amounts are involved in exchange and/or redemption transactions, the Fund might
be required to sell portfolio securities at unfavorable times to meet redemption
or exchange requests, and the Fund's brokerage or administrative expenses might
be increased.


Therefore, the Manager and the Fund's Board of Trustees have adopted the
following policies and procedures to detect and prevent frequent and/or
excessive exchanges, and/or purchase and redemption activity, while balancing
the needs of investors who seek liquidity from their investment and the ability
to exchange shares as investment needs change. There is no guarantee that the
policies and procedures described below will be sufficient to identify and deter
excessive short-term trading.
     o Timing of Exchanges. Exchanged shares are normally redeemed from one fund
and the proceeds are  reinvested  in the fund  selected for exchange on the same
regular  business  day on  which  the  Transfer  Agent or its  agent  (such as a
financial  intermediary holding the investor's shares in an "omnibus" or "street
name" account) receives an exchange request that conforms to these policies. The
request  must be received  by the close of the NYSE that day,  which is normally
4:00 p.m.  Eastern  time,  but may be earlier on some days,  in order to receive
that day's net asset value on the exchanged  shares.  Exchange requests received
after the close of the NYSE will  receive  the next net asset  value  calculated
after  the  request  is  received.   However,   the  Transfer  Agent  may  delay
transmitting  the proceeds  from an exchange for up to five  business days if it
determines,  in its  discretion,  that an earlier  transmittal of the redemption
proceeds  to the  receiving  fund would be  detrimental  to either the fund from
which the  exchange  is being made or the fund into which the  exchange is being
made. The proceeds will be invested in the fund into which the exchange is being
made at the next net asset value calculated after the proceeds are received.  In
the event that such a delay in the reinvestment of proceeds occurs, the Transfer
Agent will notify you or your financial representative.

o        Limits on Disruptive Activity. The Transfer Agent may, in its
         discretion, limit or terminate trading activity by any person, group or
         account that it believes would be disruptive, even if the activity has
         not exceeded the policy outlined in this Prospectus. The Transfer Agent
         may review and consider the history of frequent trading activity in all
         accounts in the Oppenheimer funds known to be under common ownership or
         control as part of the Transfer Agent's procedures to detect and deter
         excessive trading activity.

     o Exchanges  of Client  Accounts by  Financial  Advisers.  The Fund and the
Transfer Agent permit dealers and financial  intermediaries  to submit  exchange
requests on behalf of their  customers  (unless the  customer  has revoked  that
authority).  The  Distributor  and/or the Transfer Agent have  agreements with a
number of financial intermediaries that permit them to submit exchange orders in
bulk on behalf of their clients. Those intermediaries are required to follow the
exchange policies stated in this Prospectus and to comply with additional,  more
stringent restrictions. Those additional restrictions include limitations on the
funds  available  for  exchanges,  the  requirement  to give  advance  notice of
exchanges to the Transfer Agent,  and limits on the amount of client assets that
may be invested in a particular  fund. A fund or the Transfer Agent may limit or
refuse bulk exchange requests submitted by such financial  intermediaries if, in
the Transfer Agent's judgment,  exercised in its discretion, the exchanges would
be disruptive to any of the funds involved in the transaction.

o        Redemptions of Shares. These exchange policy limits do not apply to
         redemptions of shares. Shareholders are permitted to redeem their
         shares on any regular business day, subject to the terms of this
         Prospectus. The Fund assesses a 2% fee on the proceeds of Fund shares
         that are redeemed or exchanged within 30 days after their purchase in
         certain circumstances. Further details are provided under "How to Sell
         Shares."

o        Right to Refuse Exchange and Purchase Orders. The Distributor and/or
         the Transfer Agent may refuse any purchase or exchange order in their
         discretion and are not obligated to provide notice before rejecting an
         order. The Fund may amend, suspend or terminate the exchange privilege
         at any time. You will receive 60 days' notice of any material change in
         the exchange privilege unless applicable law allows otherwise.

o        Right to Terminate or Suspend Account Privileges. The Transfer Agent
         may send a written warning to direct shareholders that the Transfer
         Agent believes may be engaging in excessive purchases, redemptions
         and/or exchange activity and reserves the right to suspend or terminate
         the ability to purchase shares and/or exchange privileges for any
         account that the Transfer Agent determines, in carrying out these
         policies and in the exercise of its discretion, has engaged in
         disruptive or excessive trading activity, with or without such warning.

o        Omnibus Accounts. If you hold your shares of the Fund through a
         financial intermediary such as a broker-dealer, a bank, an insurance
         company separate account, an investment adviser, an administrator or
         trustee of a retirement plan or 529 plan, that holds your shares in an
         account under its name (these are sometimes referred to as "omnibus" or
         "street name" accounts), that financial intermediary may impose its own
         restrictions or limitations to discourage short-term or excessive
         trading. You should consult your financial intermediary to find out
         what trading restrictions, including limitations on exchanges, they may
         apply.

While the Fund, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Fund's policies to their customers who
invest indirectly in the Fund, the Transfer Agent may not be able to detect
excessive short term trading activity facilitated by, or in accounts maintained
in, the "omnibus" or "street name" accounts of a financial intermediary.
Therefore the Transfer Agent might not be able to apply this policy to accounts
such as (a) accounts held in omnibus form in the name of a broker-dealer or
other financial institution, or (b) omnibus accounts held in the name of a
retirement plan or 529 plan trustee or administrator, or (c) accounts held in
the name of an insurance company for its separate account(s), or (d) other
accounts having multiple underlying owners but registered in a manner such that
the underlying beneficial owners are not identified to the Transfer Agent.


However, the Transfer Agent will attempt to monitor overall purchase and
redemption activity in those accounts to seek to identify patterns that may
suggest excessive trading by the underlying owners. If evidence of possible
excessive trading activity is observed by the Transfer Agent, the financial
intermediary that is the registered owner will be asked to review account
activity, and to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity. However, the
Transfer Agent's ability to monitor and deter excessive short-term trading in
omnibus or street name accounts ultimately depends on the capability and
cooperation of the financial intermediaries controlling those accounts.


Additional Policies and Procedures. The Fund's Board has adopted the following
additional policies and procedures to detect and prevent frequent and/or
excessive exchanges and purchase and redemption activity:

     o 30-Day Limit. A direct shareholder may exchange some or all of the shares
of the Fund held in his or her account to another eligible Oppenheimer fund once
in a 30 calendar-day period. When shares are exchanged into a fund account, that
account will be "blocked" from further  exchanges into another fund for a period
of 30 calendar days from the date of the  exchange.  The block will apply to the
full account balance and not just to the amount exchanged into the account.  For
example,  if a shareholder  exchanged  $1,000 from one fund into another fund in
which the shareholder  already owned shares worth $10,000,  then,  following the
exchange,  the full account  balance  ($11,000 in this example) would be blocked
from further  exchanges  into  another fund for a period of 30 calendar  days. A
"direct  shareholder"  is one whose  account is  registered  on the Fund's books
showing the name, address and tax ID number of the beneficial owner.

o        Exchanges Into Money Market Funds. A direct shareholder will be
         permitted to exchange shares of a stock or bond fund for shares of a
         money market fund at any time, even if the shareholder has exchanged
         shares into the stock or bond fund during the prior 30 days. However,
         all of the shares held in that money market fund would then be blocked
         from further exchanges into another fund for 30 calendar days.

o        Dividend Reinvestments/B Share Conversions. Reinvestment of dividends
         or distributions from one fund to purchase shares of another fund and
         the conversion of Class B shares into Class A shares will not be
         considered exchanges for purposes of imposing the 30-day limit.

     o Asset Allocation.  Third-party asset allocation and rebalancing  programs
will be subject to the 30-day limit described above. Asset allocation firms that
want to  exchange  shares held in  accounts  on behalf of their  customers  must
identify  themselves to the Transfer  Agent and execute an  acknowledgement  and
agreement to abide by these policies with respect to their customers'  accounts.
"On-demand"  exchanges outside the parameters of portfolio  rebalancing programs
will be subject to the  30-day  limit.  However,  investment  programs  by other
Oppenheimer   "funds-of-funds"   that  entail   rebalancing  of  investments  in
underlying Oppenheimer funds will not be subject to these limits.

o        Automatic Exchange Plans. Accounts that receive exchange proceeds
         through automatic or systematic exchange plans that are established
         through the Transfer Agent will not be subject to the 30-day block as a
         result of those automatic or systematic exchanges (but may be blocked
         from exchanges, under the 30-day limit, if they receive proceeds from
         other exchanges).


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 "Minimum Balance Fee" is assessed on each Fund account
with a value of less than  $500.  The fee is  automatically  deducted  from each
applicable Fund account  annually in September.  See the Statement of Additional
Information  to learn how you can  avoid  this fee and for  circumstances  under
which 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 or by Federal Funds wire (as elected by
         the shareholder) within seven days after the Transfer Agent receives
         redemption instructions in proper form. However, under unusual
         circumstances determined by the SEC, 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 pay them annually.
Dividends and distributions paid to Class A and Class Y shares will generally be
higher than dividends for Class B, Class C and Class N shares, which normally
have higher expenses than Class A and Class Y shares. The 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 annually. 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.

         The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code, but reserves the right not to qualify.
It qualified during its last fiscal year. The Fund, as a regulated investment
company, will not be subject to federal income taxes on any of its income,
provided that it satisfies certain income, diversification and distribution
requirements.

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 registered public accounting firm, whose report, along with the
Fund's financial statements, is included in the Statement of Additional
Information, which is available upon request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



CLASS A  YEAR ENDED AUGUST 31,                2005           2004         2003        2002        2001
--------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $     21.09    $     16.92    $   13.43   $   12.93   $   16.85
--------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                          .55 1          .48          .19         .25         .21
Net realized and unrealized gain
(loss)                                        9.97           4.31         3.50         .45       (3.54)
                                       -----------------------------------------------------------------
Total from investment operations             10.52           4.79         3.69         .70       (3.33)
--------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income          (.37)          (.62)        (.20)       (.20)       (.20)
Distributions from net realized gain          (.13)            --           --          --        (.39)
                                       -----------------------------------------------------------------
Total dividends and/or distributions
to shareholders                               (.50)          (.62)        (.20)       (.20)       (.59)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period         $     31.11    $     21.09    $   16.92   $   13.43   $   12.93
                                       =================================================================

--------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2           50.42%         28.61%       27.93%       5.44%     (20.08)%
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 4,104,558    $ 1,549,854    $ 588,450   $ 337,405   $ 167,178
--------------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 2,739,224    $ 1,145,452    $ 374,841   $ 257,746   $ 153,027
--------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                         2.01%          1.64%        1.42%       1.91%       1.76%
Total expenses                                1.43%          1.52%        1.81%       1.81%       1.69%
Expenses after payments and waivers
and reduction to custodian expenses            N/A 4          N/A 4       1.76%       1.77%        N/A 4
--------------------------------------------------------------------------------------------------------
Portfolio turnover rate                         28%            15%           6%         10%         16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.


                    33 | OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS B  YEAR ENDED AUGUST 31,              2005         2004          2003       2002       2001
---------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $   20.87    $   16.79      $  13.32   $  12.82   $  16.70
---------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                        .31 1        .12           .09        .15        .12
Net realized and unrealized gain
(loss)                                      9.88         4.46          3.47        .44      (3.53)
                                       ------------------------------------------------------------
Total from investment operations           10.19         4.58          3.56        .59      (3.41)
---------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income        (.15)        (.50)         (.09)      (.09)      (.08)
Distributions from net realized gain        (.13)          --            --         --       (.39)
                                       ------------------------------------------------------------
Total dividends and/or distributions
to shareholders                             (.28)        (.50)         (.09)      (.09)      (.47)
---------------------------------------------------------------------------------------------------
Net asset value, end of period         $   30.78    $   20.87      $  16.79   $  13.32   $  12.82
                                       ============================================================

---------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2         49.14%       27.50%        26.98%      4.61%    (20.67)%
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 222,723    $ 119,749      $ 84,705   $ 63,005   $ 45,393
---------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 169,763    $ 117,271      $ 62,676   $ 54,744   $ 48,135
---------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                       1.15%        0.61%         0.66%      1.14%      0.92%
Total expenses                              2.24%        2.41%         2.67%      2.58%      2.46%
Expenses after payments and waivers
and reduction to custodian expenses          N/A 4        N/A 4,5      2.52%      2.54%       N/A 4
---------------------------------------------------------------------------------------------------
Portfolio turnover rate                       28%          15%            6%        10%        16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.


                    34 | OPPENHEIMER DEVELOPING MARKETS FUND



CLASS C  YEAR ENDED AUGUST 31,              2005         2004        2003       2002       2001
-------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $   20.70    $   16.67    $  13.25   $  12.78   $  16.68
-------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                        .34 1        .31         .10        .17        .12
Net realized and unrealized gain
(loss)                                      9.79         4.25        3.44        .41      (3.52)
                                       ----------------------------------------------------------
Total from investment operations           10.13         4.56        3.54        .58      (3.40)
-------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income        (.21)        (.53)       (.12)      (.11)      (.11)
Distributions from net realized gain        (.13)          --          --         --       (.39)
                                       ----------------------------------------------------------
Total dividends and/or distributions
to shareholders                             (.34)        (.53)       (.12)      (.11)      (.50)
-------------------------------------------------------------------------------------------------
Net asset value, end of period         $   30.49    $   20.70    $  16.67   $  13.25   $  12.78
                                       ==========================================================

-------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2         49.29%       27.60%      27.05%      4.54%    (20.68)%
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 450,012    $ 175,025    $ 77,081   $ 46,722   $ 20,864
-------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 294,791    $ 145,460    $ 52,236   $ 33,334   $ 19,646
-------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                       1.28%        0.83%       0.66%      1.15%      0.94%
Total expenses                              2.17%        2.31%       2.57%      2.57%      2.46%
Expenses after payments and waivers
and reduction to custodian expenses          N/A 4        N/A 4      2.52%      2.53%       N/A 4
-------------------------------------------------------------------------------------------------
Portfolio turnover rate                       28%          15%          6%        10%        16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.



                    35 | OPPENHEIMER DEVELOPING MARKETS FUND


FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS N  YEAR ENDED AUGUST 31,                2005        2004      2003      2002      2001 1
----------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------
Net asset value, beginning of period      $  20.84    $  16.77   $ 13.36   $ 12.91   $ 15.26
----------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                          .45 2       .45       .22       .32       .05
Net realized and unrealized gain (loss)       9.83        4.22      3.41       .34     (2.40)
                                          ----------------------------------------------------
Total from investment operations             10.28        4.67      3.63       .66     (2.35)
----------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income          (.32)       (.60)     (.22)     (.21)       --
Distributions from net realized gain          (.13)         --        --        --        --
                                          ----------------------------------------------------
Total dividends and/or distributions
to shareholders                               (.45)       (.60)     (.22)     (.21)       --
----------------------------------------------------------------------------------------------
Net asset value, end of period            $  30.67    $  20.84   $ 16.77   $ 13.36   $ 12.91
                                          ====================================================

----------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3           49.84%      28.16%    27.73%     5.13%   (15.40)%
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                                $ 98,236    $ 26,110   $ 8,709   $ 1,741   $    77
----------------------------------------------------------------------------------------------
Average net assets (in thousands)         $ 57,727    $ 18,770   $ 4,196   $   686   $    35
----------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                         1.67%       1.31%     1.27%     1.68%     1.63%
Total expenses                                1.82%       1.99%     2.08%     2.04%     1.96%
Expenses after payments and waivers and
reduction to custodian expenses               1.80%       1.88%     1.99%     2.00%      N/A 5
----------------------------------------------------------------------------------------------
Portfolio turnover rate                         28%         15%        6%       10%       16%


1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. 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.

4. Annualized for periods of less than one full year.

5. 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 request these documents by e-mail or through the
                                            OppenheimerFunds website. You may also read or download certain
                                            documents on the OppenheimerFunds website at:
                                            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 shares are distributed by:                 [logo] OppenheimerFunds Distributor, Inc.
The Fund's SEC File No.: 811-07657
PR0785.001.1205
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 calendar years since the Fund's inception, 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%
------------------------------------ ---------------------------------------------------
------------------------------------ ---------------------------------------------------
                   12/31/03                                     65.23%
------------------------------------ ---------------------------------------------------
------------------------------------ ---------------------------------------------------
                   12/31/04                                     33.00%
------------------------------------ ---------------------------------------------------



Oppenheimer Developing Markets Fund
6803 South Tucson Way, Centennial, Colorado 80112
1.800.225.5677

Statement of Additional Information dated December 28, 2005

         This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated December 28, 2005. 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...................................
     The Fund's Investment Policies.....................................................................
     Other Investment Techniques and Strategies.........................................................
     Other Investment Restrictions......................................................................
     Disclosure of Portfolio Holdings...................................................................
How the Fund is Managed ................................................................................
     Organization and History...........................................................................
     Board of Trustees and Oversight Committees.........................................................
     Trustees and Officers of the Fund..................................................................
     The Manager........................................................................................

Brokerage Policies of the Fund..........................................................................
Distribution and Service Plans..........................................................................
Payments to Fund Intermediaries.........................................................................
Performance of the Fund.................................................................................


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

Financial Information About the Fund
Report of Independent Registered Public Accounting Firm.................................................
Financial Statements....................................................................................

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 (the "SAI") 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
objective. 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 Manager
more as "equity equivalents." As a result, the credit rating assigned to the
security has less impact on the Manager's investment decision than in the case
of non-convertible 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.


         Because the Fund may purchase securities denominated in foreign
currencies, a changed in the value of such foreign currency against the U.S.
dollar will result in a change in the amount of income the Fund has available
for distribution. Because a portion of the Fund's investment income may be
received in foreign currencies, the Fund will be required to compute its income
in U.S. dollars for distribution to shareholders, and therefore the Fund will
absorb the cost of currency fluctuations. After the Fund has distributed income,
subsequent foreign currency losses may result in the Fund's having distributed
more income, subsequent foreign currency losses may result in the Fund's having
distributed more income in a particular fiscal period than was available from
investment income, which could result in a return of capital to shareholders.


         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.

              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.

|X| Passive Foreign Investment Companies. Some securities of corporations
domiciled outside the U.S. which the Fund may purchase, may be considered
passive foreign investment companies ("PFICs") under U.S. tax laws. PFICs are
those foreign corporations which generate primarily passive income. They tend to
be growth companies or "start-up" companies. For federal tax purposes, a
corporation is deemed a PFIC if 75% or more of the foreign corporation's gross
income for the income year is passive income or if 50% or more of its assets are
assets that produce or are held to produce passive income. Passive income is
further defined as any income to be considered foreign personal holding company
income within the subpart F provisions defined by IRC ss.954.

         Investing in PFICs involves the risks associated with investing in
foreign securities, as described above. There are also the risks that the Fund
may not realize that a foreign corporation it invests in is a PFIC for federal
tax purposes. Federal tax laws impose severe tax penalties for failure to
properly report investment income from PFICs. Following industry standards, the
Fund makes every effort to ensure compliance with federal tax reporting of these
investments. PFICs are considered foreign securities for the purposes of the
Fund's minimum percentage requirements or limitations of investing in foreign
securities.

         Subject to the limits under the Investment Company Act of 1940 (the
"Investment Company Act"), the Fund may also invest in foreign mutual funds
which are also deemed PFICs (since nearly all of the income of a mutual fund is
generally passive income). Investing in these types of PFICs may allow exposure
to various countries because some foreign countries limit, or prohibit, all
direct foreign investment in the securities of companies domiciled therein.

         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. Additional risks of investing in other
investment companies are described below under "Investment in Other Investment
Companies."

              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                   Myanmar             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, or if they are
unrated, are determined by the Manager to be of comparable quality to debt
securities rated below investment grade. 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 for temporary 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 (the "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 and Leverage. The Fund may not borrow money, except to
the extent permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable to the Fund, as such
statute, rules or regulations may be amended or interpreted from time to time.
Borrowing may entail "leverage," and may be a speculative investment strategy.
Any borrowing will be made only from banks and, pursuant to the requirements of
the Investment Company Act, will 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, when computed in that manner, should fail to meet the 300%
asset coverage requirement, the Fund is required within three days to reduce its
bank debt to the extent necessary to meet that coverage requirement. To do so,
the Fund may have to sell a portion of its investments at a time when it would
otherwise not want to sell the securities. Interest on money the Fund borrows is
an expense the Fund would not otherwise incur, so that during periods of
substantial borrowings, its expenses may increase more than the expenses of
funds that do not borrow. The use of leverage also may make the Fund's share
prices more sensitive to interest rate changes.


         |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 Puts and Calls. 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 securities or futures the Fund owns enables the
Fund to attempt to protect itself during the put period against a decline in the
value of the underlying investment below the exercise price by selling the
underlying investment at the exercise price to a seller of a corresponding put.
If the market price of the underlying investment is equal to or above the
exercise price and, as a result, the put is not exercised or resold, the put
will become worthless at 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.

|X| Regulatory Aspects of Hedging Instruments. The Commodities Futures Trading
Commission (the "CFTC") recently eliminated limitations on futures trading by
certain regulated entities including registered investment companies and
consequently registered investment companies may engage in unlimited futures
transactions and options thereon provided that the Fund claims an exclusion from
regulation as a commodity pool operator. The Fund has claimed such an exclusion
from registration as a commodity pool operator under the Commodity Exchange Act
("CEA"). The Fund may use futures and options for hedging and non-hedging
purposes to the extent consistent with its investment objective, internal risk
management guidelines adopted by the Fund's investment advisor (as they may be
amended from time to time), and as otherwise set forth in the Fund's prospectus
or this statement of additional information.

         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, and the
following additional limitation: the Fund cannot invest in the securities of
other registered investment companies or registered unit investment trusts in
reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment
Company Act. 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 same 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.

Other 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 or other instruments issued or guaranteed by any one issuer if
more than
                5% of its total assets would be invested in securities or other
                instruments of that issuer or if it would then own more than 10%
                of that issuer's voting securities. This limitation applies to
                75% of the Fund's total assets. The limit does not apply to
                securities issued or guaranteed by the U.S. government or any of
                its agencies or instrumentalities or securities of other
                investment companies.
o               The Fund cannot invest 25% or more of its total assets in any
                one industry. That limit does not apply to securities issued or
                guaranteed by the U.S. government or its agencies and
                instrumentalities or securities issued by investment companies.
o               The Fund cannot make loans, except to the extent permitted under
                the Investment Company Act, the rules or regulations thereunder
                or any exemption therefrom that is applicable to the Fund, as
                such statute, rules or regulations may be amended or interpreted
                from time to time.
o               The Fund cannot invest in real estate, physical commodities or
                commodity contracts, except to the extent permitted under the
                Investment Company Act, the rules or regulations thereunder or
                any exemption therefrom, as such statute, rules or regulations
                may be amended or interpreted from time to time.
o               The Fund cannot issue senior securities, except to the extent
                permitted under the Investment Company Act, the rules or
                regulations thereunder or any exemption therefrom, as such
                statute, rules or regulations may be amended or interpreted from
                time to time.
           o    The Fund may not borrow money, except to the extent permitted
                under the Investment Company Act, the rules or regulations
                thereunder or any exemption therefrom that is applicable to the
                Fund, as such statute, rules or regulations may be amended or
                interpreted from time to time.

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.


         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.  o The Fund  cannot  invest  in the  securities  of  other  registered
investment  companies  or  registered  unit  investment  trusts in  reliance  on
sub-paragraph (F) or (G) of Section 12(d)(1) of the Investment Company Act.

         Another non-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

         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 (except in the case of borrowing
and investments in illiquid securities). 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.

Disclosure of Portfolio Holdings. The Fund has adopted policies and procedures
concerning the dissemination of information about its portfolio holdings by
employees, officers and/or directors of the Manager, Distributor and Transfer
Agent. These policies are designed to assure that non-public information about
portfolio securities is distributed only for a legitimate business purpose, and
is done in a manner that (a) conforms to applicable laws and regulations and (b)
is designed to prevent that information from being used in a way that could
negatively affect the Fund's investment program or enable third parties to use
that information in a manner that is harmful to the Fund.


     o Public  Disclosure.  The  Fund's  portfolio  holdings  are made  publicly
available  no later than 60 days  after the close of each of the  Fund's  fiscal
quarters in semi-annual and annual reports to shareholders, or in its Statements
of  Investments  on Form  N-Q,  which  are  publicly  available  at the SEC.  In
addition,  the top 10 or  more  holdings  are  posted  on the  OppenheimerFunds'
website  at  www.oppenheimerfunds.com  in the  "Fund  Profiles"  section.  Other
general  information about the Fund's portfolio  investments,  such as portfolio
composition  by asset  class,  industry,  country,  currency,  credit  rating or
maturity, may also be posted with a 15-day lag.


Until publicly disclosed, the Fund's portfolio holdings are proprietary,
confidential business information. While recognizing the importance of providing
Fund shareholders with information about their Fund's investments and providing
portfolio information to a variety of third parties to assist with the
management, distribution and administrative process, the need for transparency
must be balanced against the risk that third parties who gain access to the
Fund's portfolio holdings information could attempt to use that information to
trade ahead of or against the Fund, which could negatively affect the prices the
Fund is able to obtain in portfolio transactions or the availability of the
securities that portfolio managers are trading on the Fund's behalf.


The Manager and its subsidiaries and affiliates, employees, officers, and
directors, shall neither solicit nor accept any compensation or other
consideration (including any agreement to maintain assets in the Fund or in
other investment companies or accounts managed by the Manager or any affiliated
person of the Manager) in connection with the disclosure of the Fund's
non-public portfolio holdings. The receipt of investment advisory fees or other
fees and compensation paid to the Manager and its subsidiaries pursuant to
agreements approved by the Fund's Board shall not be deemed to be "compensation"
or "consideration" for these purposes. It is a violation of the Code of Ethics
for any covered person to release holdings in contravention of portfolio
holdings disclosure policies and procedures adopted by the Fund.


A list of the top 10 or more portfolio securities holdings (based on invested
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than 15
days after month-end.

Except under special limited circumstances discussed below, month-end lists of
the Fund's complete portfolio holdings may be disclosed no sooner than 30-days
after the relevant month-end, subject to the procedures below. If the Fund's
complete portfolio holdings have not been disclosed publicly, they may be
disclosed pursuant to special requests for legitimate business reasons, provided
that:

o             The third-party recipient must first submit a request for release
              of Fund portfolio holdings, explaining the business reason for the
              request;
o             Senior officers (a Senior Vice President or above) in the
              Manager's Portfolio and Legal departments must approve the
              completed request for release of Fund portfolio holdings; and
o             The third-party recipient must sign the Manager's portfolio
              holdings non-disclosure agreement before receiving the data,
              agreeing to keep information that is not publicly available
              regarding the Fund's holdings confidential and agreeing not to
              trade directly or indirectly based on the information.

The Fund's complete portfolio holdings positions may be released to the
following categories of entities or individuals on an ongoing basis, provided
that such entity or individual either (1) has signed an agreement to keep such
information confidential and not trade on the basis of such information or (2)
is subject to fiduciary obligations, as a member of the Fund's Board, or as an
employee, officer and/or director of the Manager, Distributor, or Transfer
Agent, or their respective legal counsel, not to disclose such information
except in conformity with these policies and procedures and not to trade for
his/her personal account on the basis of such information:

     o Employees of the Fund's Manager,  Distributor and Transfer Agent who need
to have access to such  information  (as  determined by senior  officers of such
entity),  o The Fund's certified public  accountants and independent  registered
public  accounting  firm,  o Members of the Fund's  Board and the Board's  legal
counsel, o The Fund's custodian bank, o A proxy voting service designated by the
Fund  and  its  Board,  o  Rating/ranking  organizations  (such  as  Lipper  and
Morningstar),  o Portfolio  pricing services  retained by the Manager to provide
portfolio  security prices,  and o Dealers,  to obtain bids (price quotations if
securities are not priced by the Fund's regular pricing services).

Portfolio holdings information of the Fund may be provided, under limited
circumstances, to brokers and/or dealers with whom the Fund trades and/or
entities that provide investment coverage and/or analytical information
regarding the Fund's portfolio, provided that there is a legitimate investment
reason for providing the information to the broker, dealer or other entity.
Month-end portfolio holdings information may, under this procedure, be provided
to vendors providing research information and/or analytics to the fund, with at
least a 15-day delay after the month end, but in certain cases may be provided
to a broker or analytical vendor with a 1-2 day lag to facilitate the provision
of requested investment information to the manager to facilitate a particular
trade or the portfolio manager's investment process for the Fund. Any third
party receiving such information must first sign the Manager's portfolio
holdings non-disclosure agreement as a pre-condition to receiving this
information.

Portfolio holdings information (which may include information on individual
securities positions or multiple securities) may be provided to the entities
listed below (1) by portfolio traders employed by the Manager in connection with
portfolio trading, and (2) by the members of the Manager's Security Valuation
Group and Accounting Departments in connection with portfolio pricing or other
portfolio evaluation purposes:

     o Brokers and dealers in connection with portfolio transactions  (purchases
and  sales) o Brokers  and  dealers to obtain  bids or bid and asked  prices (if
securities  held by the  Fund  are not  priced  by the  fund's  regular  pricing
services) o Dealers to obtain price  quotations where the fund is not identified
as the owner

Portfolio holdings information (which may include information on the Fund's
entire portfolio or individual securities therein) may be provided by senior
officers of the Manager or attorneys on the legal staff of the Manager,
Distributor, or Transfer Agent, in the following circumstances:

o                 Response to legal process in litigation matters, such as
                  responses to subpoenas or in class action matters where the
                  Fund may be part of the plaintiff class (and seeks recovery
                  for losses on a security) or a defendant,
o                 Response to regulatory requests for information (the SEC,
                  NASD, state securities regulators, and/or foreign securities
                  authorities, including without limitation requests for
                  information in inspections or for position reporting
                  purposes),

     o To potential  sub-advisers  of  portfolios  (pursuant to  confidentiality
agreements), o To consultants for retirement plans for plan sponsors/discussions
at due diligence meetings (pursuant to confidentiality agreements),

o Investment bankers in connection with merger discussions (pursuant to
confidentiality agreements).


Portfolio managers and analysts may, subject to the Manager's policies on
communications with the press and other media, discuss portfolio information in
interviews with members of the media, or in due diligence or similar meetings
with clients or prospective purchasers of Fund shares or their financial
intermediary representatives.

The Fund's shareholders may, under unusual circumstances (such as a lack of
liquidity in the Fund's portfolio to meet redemptions), receive redemption
proceeds of their Fund shares paid as pro rata shares of securities held in the
Fund's portfolio. In such circumstances, disclosure of the Fund's portfolio
holdings may be made to such shareholders.

The Chief Compliance Officer of the Fund and the Manager, Distributor, and
Transfer Agent (the "CCO") shall oversee the compliance by the Manager,
Distributor, Transfer Agent, and their personnel with these policies and
procedures. At least annually, the CCO shall report to the Fund's Board on such
compliance oversight and on the categories of entities and individuals to which
disclosure of portfolio holdings of the Funds has been made during the preceding
year pursuant to these policies. The CCO shall report to the Fund's Board any
material violation of these policies and procedures during the previous calendar
quarter and shall make recommendations to the Board as to any amendments that
the CCO believes are necessary and desirable to carry out or improve these
policies and procedures.
The Manager and/or the Fund have entered into ongoing arrangements to make
available information about the Fund's portfolio holdings. One or more of the
Oppenheimer funds may currently disclose portfolio holdings information based on
ongoing arrangements to the following parties:

A.G. Edwards & Sons
ABG Securities
ABN AMRO
Advest
AG Edwards
American Technology Research Auerbach Grayson Banc of America Securities
Barclays Baseline Bear Stearns Belle Haven Bloomberg BNP Paribas BS Financial
Services Buckingham Research Group Caris & Co.
CIBC World Markets
Citigroup
Citigroup Global Markets
Collins Stewart
Craig-Hallum Capital Group LLC
Credit Agricole Cheuvreux N.A. Inc. Credit Suisse First Boston Daiwa Securities
Davy Deutsche Bank Deutsche Bank Securities Dresdner Kleinwort Wasserstein Emmet
& Co Empirical Research Enskilda Securities Essex Capital Markets Exane BNP
Paribas Factset Fidelity Capital Markets Fimat USA Inc.
First Albany
First Albany Corporation
Fixed Income Securities
Fortis Securities
Fox-Pitt, Kelton
Friedman, Billing, Ramsey
Fulcrum Global Partners
Garp Research
George K Baum & Co.
Goldman
Goldman Sachs
HSBC HSBC Securities Inc ING Barings ISI Group Janney Montgomery Jefferies
Jeffries & Co. JP Morgan JP Morgan Securities JPP Eurosecurities Keefe, Bruyette
& Woods Keijser Securities Kempen & Co. USA Inc.
Kepler Equities/Julius Baer Sec
KeyBanc Capital Markets
Leerink Swan
Legg Mason
Lehman
Lehman Brothers
Lipper
Loop Capital Markets
MainFirst Bank AG Makinson Cowell US Ltd Maxcor Financial Merrill Merrill Lynch
Midwest Research Mizuho Securities Morgan Stanley Morningstar Natexis
Bleichroeder Ned Davis Research Group Nomura Securities Pacific Crest Pacific
Crest Securities Pacific Growth Equities Petrie Parkman Pictet Piper Jaffray
Inc. Plexus Prager Sealy & Co. Prudential Securities Ramirez & Co.
Raymond James RBC Capital Markets RBC Dain Rauscher Research Direct Robert W.
Baird Roosevelt & Cross Russell Mellon Ryan Beck & Co. Sanford C. Bernstein
Scotia Capital Markets SG Cowen & Co. SG Cowen Securities Soleil Securities
Group Standard & Poors Stone & Youngberg SWS Group Taylor Rafferty Think Equity
Partners Thomas Weisel Partners UBS Wachovia Wachovia Corp Wachovia Securities
Wescott Financial William Blair Yieldbook


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, to reclassify unissued
shares into additional series or classes and to 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, preemptive rights or subscription rights. Shares
may be voted in person or by proxy at shareholder meetings.

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


o        has its own dividends and distributions,

o        pays certain expenses which may be different for the different classes,
         will generally have a different net asset value,
         will generally 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 a 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, but may hold shareholder meetings from time to time on important
  matters or when required to do so by the Investment Company Act, or other
  applicable law. Shareholders have the right, upon a vote or declaration in
  writing of two-thirds of the outstanding shares of the Fund, to remove a
  Trustee or to take other action described in the Fund's Declaration of Trust.


         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.


     The Board of Trustees has an Audit Committee,  a Regulatory & Oversight
Committee,  a Governance  Committee  and a Proxy  Committee.  Each  committee is
comprised  solely  of  Trustees  who  are not  "interested  persons"  under  the
Investment  Company Act (the "Independent  Trustees").  The members of the Audit
Committee are Joel W. Motley (Chairman),  Mary F. Miller, Kenneth A. Randall and
Joseph M. Wikler.  The Audit  Committee held 6 meetings during the Fund's fiscal
year  ended  August  31,  2005.  The Audit  Committee  furnishes  the Board with
recommendations  regarding  the selection of the Fund's  independent  registered
public accounting firm (also referred to as the "independent  Auditors").  Other
main functions of the Audit Committee  outlined in the Audit Committee  Charter,
include,  but are not  limited  to:  (i)  reviewing  the  scope and  results  of
financial  statement audits and the audit fees charged;  (ii) reviewing  reports
from the Fund's independent  Auditors  regarding the Fund's internal  accounting
procedures and controls;  (iii)  reviewing  reports from the Manager's  Internal
Audit Department;  (iv) maintaining a separate line of communication between the
Fund's  independent  Auditors and the  Independent  Trustees;  (v) reviewing the
independence of the Fund's  independent  Auditors;  and (vi)  pre-approving  the
provision of any audit or non-audit services by the Fund's independent Auditors,
including tax services,  that are not prohibited by the  Sarbanes-Oxley  Act, to
the Fund, the Manager and certain affiliates of the Manager.

     The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman),  Matthew P. Fink, Phillip A. Griffiths,  Joel W. Motley and Brian F.
Wruble.  The Regulatory  &  Oversight  Committee held 6 meetings  during the
Fund's  fiscal  year ended  August 31,  2005.  The  Regulatory  &  Oversight
Committee  evaluates  and  reports  to  the  Board  on  the  Fund's  contractual
arrangements,  including the Investment  Advisory and  Distribution  Agreements,
transfer agency 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 Regulatory & Oversight Committee's Charter.

         The members of the Governance Committee are, Phillip A. Griffiths
(Chairman), Kenneth A. Randall, Russell S. Reynolds, Jr. and Peter I. Wold. The
Governance Committee held 8 meetings during the Fund's fiscal year ended August
31, 2005. The Governance Committee reviews the Fund's governance guidelines, the
adequacy of the Fund's Codes of Ethics, and develops qualification criteria for
Board members consistent with the Fund's governance guidelines, among other
duties set forth in the Governance Committee's Charter.

         The Governance Committee's functions also include the selection and
nomination of Trustees, including Independent Trustees, for election. The
Governance Committee may, but need not, consider the advice and recommendation
of the Manager and its affiliates in selecting nominees. The full Board elects
new Trustees except for those instances when a shareholder vote is required.

         To date, the Governance Committee has been able to identify from its
own resources an ample number of qualified candidates. Nonetheless, under the
current policy of the Board, if the Board determines that a vacancy exists or is
likely to exist on the Board, the Governance Committee will consider candidates
for Board membership including those recommended by the Fund's shareholders. The
Governance Committee will consider nominees recommended by Independent Board
members or recommended by any other Board members including Board members
affiliated with the Fund's Manager. The Governance Committee may, upon Board
approval, retain an executive search firm to assist in screening potential
candidates. Upon Board approval, the Governance Committee may also use the
services of legal, financial, or other external counsel that it deems necessary
or desirable in the screening process. Shareholders wishing to submit a nominee
for election to the Board may do so by mailing their submission to the offices
of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, New York 10281-1008, to the attention of the Board of Trustees
of Oppenheimer Developing Markets Fund, c/o the Secretary of the Fund.

         Submissions should, at a minimum, be accompanied by the following: (1)
the name, address, and business, educational, and/or other pertinent background
of the person being recommended; (2) a statement concerning whether the person
is an "interested person" as defined in the Investment Company Act; (3) any
other information that the Fund would be required to include in a proxy
statement concerning the person if he or she was nominated; and (4) the name and
address of the person submitting the recommendation and, if that person is a
shareholder, the period for which that person held Fund shares. Shareholders
should note that a person who owns securities issued by Massachusetts Mutual
Life Insurance Company (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain other
relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside legal
counsel may cause a person to be deemed an "interested person."

         The Governance Committee has not established specific qualifications
that it believes must be met by a trustee nominee. In evaluating tTrustee
nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is an
"interested person" as defined in the Investment Company Act; and whether the
individual would be deemed an "audit committee financial expert" within the
meaning of applicable SEC rules. The Governance Committee also considers whether
the individual's background, skills, and experience will complement the
background, skills, and experience of other Trustees and will contribute to the
Board. There are no differences in the manner in which the Governance Committee
evaluates nominees for trustees based on whether the nominee is recommended by a
shareholder. Candidates are expected to provide a mix of attributes, experience,
perspective and skills necessary to effectively advance the interests of
shareholders.

         The members of the Proxy Committee are Russell S. Reynolds, Jr.
(Chairman), Matthew P. Fink and Mary F. Miller. The Proxy Committee held 1
meeting during the Fund's fiscal year ended August 31, 2005. The Proxy Committee
provides the Board with recommendations for the proxy voting of portfolio
securities held by the Fund 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.  All of the Trustees are also directors or
trustees of the following Oppenheimer funds (referred to as "Board I Funds"):


Oppenheimer AMT-Free Municipals                             Oppenheimer International Growth Fund
Oppenheimer AMT-Free New York Municipals                    Oppenheimer International Large Cap Core Fund
Oppenheimer Balanced Fund                                   Oppenheimer International Small Company Fund
Oppenheimer California Municipal Fund                       Oppenheimer International Value Fund
Oppenheimer Capital Appreciation Fund                       Oppenheimer Limited Term California Municipal Fund
Oppenheimer Developing Markets Fund                         Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund                                  Oppenheimer Multi-State Municipal Trust
Oppenheimer Dividend Growth Fund                            Oppenheimer Portfolio Series
Oppenheimer Emerging Growth Fund                            Oppenheimer Real Estate Fund
Oppenheimer Emerging Technologies Fund                      Oppenheimer Select Value Fund
Oppenheimer Enterprise Fund                                 Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                                     OFI Tremont Core Strategies Hedge Fund
Oppenheimer Global Opportunities Fund                       OFI Tremont Market Neutral Hedge Fund
Oppenheimer Gold & Special Minerals Fund                    Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Growth Fund                                     Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer International Diversified Fund                  Oppenheimer U.S. Government Trust


         In addition to being a director or trustee of each of the Board I
Funds, Messrs. Galli and Wruble are directors or trustees of ten other
portfolios, and Messrs. Wikler and Wold are trustees of one other portfolio, 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 charge on Class A shares is waived for
that group because of the reduced sales efforts realized by the Distributor.


         Messrs. Madden, Gillespie, Murphy, Petersen, Vandehey, Szilagyi, Wixted
and Zack and Mss. Bloomberg and Ives, who are officers of the Fund, hold the
same offices with one or more of the other Board I Funds. As of November 30,
2005 the Trustees and officers of the Fund, as a group, owned of record or
beneficially less than 1% of any class of shares of the Fund. The foregoing
statement does not reflect ownership of shares held of record by an employee
benefit plan for employees of the Manager, other than the shares beneficially
owned under that plan by the officers of the Fund listed above. In addition,
none of the Independent Trustees (nor any of their immediate family members)
owns securities of either the Manager or the Distributor of the Board I Funds or
of any entity directly or indirectly controlling, controlled by or under common
control with the Manager or the Distributor.


         Affiliated Transactions and Material Business Relationships. Mr.
Reynolds has reported he has a controlling interest in The Directorship Group,
Inc. (the "Directorship Group"), a director recruiting firm that provided
consulting services to Massachusetts Mutual Life Insurance Company (which
controls the Manager) for fees of $137,500 for calendar year ended December 31,
2002. Mr. Reynolds reported that the Directorship Group did not provide
consulting services to Massachusetts Mutual Life Insurance Company during the
calendar years ended December 31, 2003 and 2004 and does not expect to provide
any such services in the calendar year ending December 31, 2005.

         The Independent Trustees have unanimously (except for Mr. Reynolds, who
abstained) determined that the consulting arrangements between the Directorship
Group and Massachusetts Mutual Life Insurance Company were not material business
or professional relationships that would compromise Mr. Reynolds's 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.


         Biographical Information. The Trustees and officers, their positions
with the Fund, length of service in such position(s) and principal occupations
and business affiliations during at least the past five years are listed in the
charts below. The charts also include information about each Trustee's
beneficial share ownership in the Fund and in all of the registered investment
companies that the Trustee oversees in the Oppenheimer family of funds
("Supervised Funds"). Ms. Miller was elected to certain Board I Funds during
2004 and did not hold shares of Board I Funds during the calendar year ended
December 31, 2004. Mr. Fink was elected to the Board I Funds in 2005 and did not
hold shares of Board I Funds during the calendar year ended December 31, 2004.
The address of each Trustee in the chart below is 6803 S. Tucson Way,
Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or
until his or her resignation, retirement, death or removal.


-------------------------------------------------------------------------------------------------------------------------------------
                                                        Independent Trustees
-------------------------------------------------------------------------------------------------------------------------------------
            -------------------------------------------------------------------------------------------------------------------------

            Name, Position(s) Held      Principal Occupation(s) During the Past 5 Years;        Dollar Range      Aggregate
                                                                                                               Dollar Range Of
                                                                                                 of Shares          Shares
                                                                                                Beneficially     Beneficially
            with the Fund, Length of    Other Trusteeships/Directorships Held; Number of          Owned in         Owned in
            Service, Age                Portfolios in the Fund Complex Currently Overseen         the Fund     Supervised Funds

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

                                                                                                     As of December 31, 2004

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

Clayton K. Yeutter,          Director of American Commercial Lines (barge company) (since           None           Over $100,000
Chairman of the Board of     January 2005); Attorney at Hogan & Hartson (law firm) (since
Trustees since 2003,         June 1993); Director of Covanta Holding Corp. (waste-to-energy
Trustee since 1996           company) (since 2002); Director of Weyerhaeuser Corp.
Age: 75                      (1999-April 2004); Director of Caterpillar, Inc.

                             (1993-December 2002); Director of ConAgra Foods
                             (1993-2001); Director of Texas Instruments
                             (1993-2001); Director of FMC Corporation
                             (1993-2001). Oversees 38 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Matthew P. Fink,             Trustee of the Committee for Economic Development (policy              None                None
Trustee since 2005           research foundation) (since 2005); Director of ICI Education
Age: 64                      Foundation (education foundation) (since October 1991);
                             President of the Investment Company Institute
                             (trade association) (1991-2004); Director of ICI
                             Mutual Insurance Company (insurance company)
                             (1991-2004). Oversees 38 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

Robert G. Galli,             A director or trustee of other Oppenheimer funds. Oversees 48     Over $100,000       Over $100,000
Trustee since 1996           portfolios in the OppenheimerFunds complex.

Age: 72
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

Phillip A. Griffiths,        Director of GSI Lumonics Inc. (precision medical equipment       $50,001-$100,000     Over $100,000
Trustee since 1999           supplier) (since 2001); Trustee of Woodward Academy (since
Age: 67                      1983); Senior Advisor of The Andrew W. Mellon Foundation

                             (since 2001); Member of the National Academy of
                             Sciences (since 1979); Member of the American
                             Philosophical Society (since 1996); Council on
                             Foreign Relations (since 2002); Director of the
                             Institute for Advanced Study (1991-2004); Director
                             of Bankers Trust New York Corporation (1994-1999).
                             Oversees 38 portfolios in the OppenheimerFunds
                             complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

Mary F. Miller,              Trustee of the American Symphony Orchestra (not-for-profit)            None                None
Trustee since 2004           (since October 1998); and Senior Vice President and General
Age: 63                      Auditor of American Express Company (financial services

                             company) (July 1998-February 2003). Oversees 38
                             portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Joel W. Motley,              Director of Columbia Equity Financial Corp. (privately-held      $10,001-$50,000      Over $100,000
Trustee since 2002           financial adviser) (since 2002); Managing Director of Carmona
Age: 53                      Motley, Inc. (privately-held financial adviser) (since January

                             2002); Managing Director of Carmona Motley Hoffman
                             Inc. (privately-held financial adviser) (January
                             1998-December 2001); Member of the Finance and
                             Budget Committee of the Council on Foreign
                             Relations, the Investment Committee of the
                             Episcopal Church of America, the Investment
                             Committee of Human Rights Watch and the Investment
                             Committee of Historic Hudson Valley. Oversees 38
                             portfolios in the OppenheimerFunds complex.

---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Kenneth A. Randall,          Director of Dominion Resources, Inc. (electric utility holding         None        Over $100,000
Trustee since 1996           company) (since February 1972); Former Director of Prime
Age: 78                      Retail, Inc. (real estate investment trust), Dominion Energy
                             Inc. (electric power and oil & gas producer),
                             Lumbermens Mutual Casualty Company, American
                             Motorists Insurance Company and American
                             Manufacturers Mutual Insurance Company; Former
                             President and Chief Executive Officer of The
                             Conference Board, Inc. (international economic and
                             business research). Oversees 38 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

Russell S. Reynolds, Jr.,    Chairman of The Directorship Search Group, Inc. (corporate             None        Over $100,000
Trustee since 1996           governance consulting and executive recruiting) (since 1993);
Age: 74                      Life Trustee of International House (non-profit educational

                             organization); Former Trustee of The Historical Society of the
                             Town of Greenwich. Oversees 38 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Joseph M. Wikler,            Director of the following  medical device  companies:  Medintec        None        $50,001-$100,000
Trustee since 2005           (since  1992)  and  Cathco  (since  1996);  Director  of  Lakes
Age: 64                      Environmental   Association   (since   1996);   Member  of  the
                             Investment Committee of the Associated Jewish
                             Charities of Baltimore (since 1994); Director of
                             Fortis/Hartford mutual funds (1994-December 2001).
                             Oversees 39 portfolios in the OppenheimerFunds
                             complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Peter I. Wold,               President   of  Wold  Oil   Properties,   Inc.   (oil  and  gas        None        Over $100,000
Trustee since 2005           exploration  and  production   company)   (since  1994);   Vice
Age: 57                      President,  Secretary and Treasurer of Wold Trona Company, Inc.
                             (soda ash processing and production) (since 1996);
                             Vice President of Wold Talc Company, Inc. (talc
                             mining) (since 1999); Managing Member of
                             Hole-in-the-Wall Ranch (cattle ranching) (since
                             1979); Director and Chairman of the Denver Branch
                             of the Federal Reserve Bank of Kansas City
                             (1993-1999); and Director of PacifiCorp. (electric
                             utility) (1995-1999). Oversees 39 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

Brian F. Wruble,             General Partner of Odyssey  Partners,  L.P. (hedge fund) (since        None        Over $100,000
Trustee since 2005           September 1995);  Director of Special Value Opportunities Fund,
Age: 62                      LLC (registered  investment  company) (since  September  2004);

                             Director of Zurich Financial Investment Advisory
                             Board (affiliate of the Manager's parent company)
                             (since October 2004); Board of Governing Trustees
                             of The Jackson Laboratory (non-profit) (since
                             August 1990); Trustee of the Institute for Advanced
                             Study (non-profit educational institute) (since May
                             1992); Special Limited Partner of Odyssey
                             Investment Partners, LLC (private equity
                             investment) (January 1999-September 2004); Trustee
                             of Research Foundation of AIMR (2000-2002)
                             (investment research, non-profit); Governor, Jerome
                             Levy Economics Institute of Bard College (August
                             1990-September 2001) (economics research); Director
                             of Ray & Berendtson, Inc. (May 2000-April 2002)
                             (executive search firm). Oversees 48 portfolios in
                             the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

         The address of Mr. Murphy is Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a
Trustee for an indefinite term, or until his resignation, retirement, death or
removal and as an officer for an indefinite term, or until his resignation,
retirement, death or removal. 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.


------------------------------------------------------------------------------------------------------------------------------------
                                                  Interested Trustee and Officer
------------------------------------------------------------------------------------------------------------------------------------

          --------------------------------------------------------------------------------------------------------------------------
          Name, Position(s) Held   Principal Occupation(s) During the Past 5 Years; Other     Dollar Range      Aggregate
                                                                                                             Dollar Range Of
                                                                                                                  Shares
                                                                                               of Shares       Beneficially
                                                                                              Beneficially       Owned in
          with Fund, Length of     Trusteeships/Directorships Held; Number of Portfolios        Owned in        Supervised
          Service, Age             in the Fund Complex Currently Overseen                       the Fund          Funds

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

                                                                                                     As of December 31, 2004

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

John V. Murphy,             Chairman, Chief Executive Officer and Director (since June        None              Over $100,000
President and Principal     2001) and President (since September 2000) of the Manager;
Executive Officer since     President and a director or trustee of other Oppenheimer funds;
2001 and Trustee            President and Director of Oppenheimer Acquisition Corp. ("OAC")
2001-2004 and since 2005    (the Manager's parent holding company) and of Oppenheimer
Age: 56                     Partnership Holdings, Inc. (holding company subsidiary of the

                            Manager) (since July 2001); Director of
                            OppenheimerFunds Distributor, Inc. (subsidiary of
                            the Manager) (since November 2001); Chairman and
                            Director of Shareholder Services, Inc. and of
                            Shareholder Financial Services, Inc. (transfer agent
                            subsidiaries of the Manager) (since July 2001);
                            President and Director of OppenheimerFunds Legacy
                            Program (charitable trust program established by the
                            Manager) (since July 2001); Director of the
                            following investment advisory subsidiaries of the
                            Manager: OFI Institutional Asset Management, Inc.,
                            Centennial Asset Management Corporation, Trinity
                            Investment Management Corporation and Tremont
                            Capital Management, Inc. (since November 2001),
                            HarbourView Asset Management Corporation and OFI
                            Private Investments, Inc. (since July 2001);
                            President (since November 1, 2001) and Director
                            (since July 2001) of Oppenheimer Real Asset
                            Management, Inc.; Executive Vice President of
                            Massachusetts Mutual Life Insurance Company (OAC's
                            parent company) (since February 1997); Director of
                            DLB Acquisition Corporation (holding company parent
                            of Babson Capital Management LLC) (since June 1995);
                            Member of the Investment Company Institute's Board
                            of Governors (since October 3, 2003); Chief
                            Operating Officer of the Manager (September
                            2000-June 2001); President and Trustee of MML Series
                            Investment Fund and MassMutual Select Funds
                            (open-end investment companies) (November
                            1999-November 2001); Director of C.M. Life Insurance
                            Company (September 1999-August 2000); President,
                            Chief Executive Officer and Director of MML Bay
                            State Life Insurance Company (September 1999-August
                            2000); Director of Emerald Isle Bancorp and Hibernia
                            Savings Bank (wholly-owned subsidiary of Emerald
                            Isle Bancorp) (June 1989-June 1998). Oversees 87
                            portfolios in the OppenheimerFunds complex.
--------------------------- ----------------------------------------------------------------- ----------------- --------------------


         The addresses of the officers in the chart below are as follows: for Messrs. Madden, Gillespie and Zack
and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs.
Petersen, Vandehey, Szilagyi, and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each
officer serves for an indefinite term or until his or her resignation, retirement, death or removal.


-----------------------------------------------------------------------------------------------------------------------------
                                                 Other Officers of the Fund
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Name, Position(s) Held with Fund,   Principal Occupation(s) During Past 5 Years
Length of Service, Age
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------

Mark Madden,                        Vice President of the Manager (since August 2004); Mr. Madden held the following
Vice President and Portfolio        positions in Global Asset Management at Pioneer Investment Management, Inc.: Managing
Manager since 2004                  Director, Global Emerging Markets Team (November 2000-July 2004), Senior Vice President
Age:  48                            and Portfolio Manager, International Equities (December 1998-October 2000) and Vice
                                    President and Portfolio Manager, International Equities (February 1993-November 1998).
                                    An officer of 4 portfolios in the OppenheimerFunds complex.

----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Mark S. Vandehey,                   Senior Vice President and Chief Compliance Officer of the Manager (since March 2004);
Vice President and Chief            Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management
Compliance Officer since 2004       Corporation and Shareholder Services, Inc. (since June 1983). Former Vice President and
Age: 55                             Director of Internal Audit of the Manager (1997-February 2004). An officer of 87
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian W. Wixted,                    Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the
Treasurer since 1999                following: HarbourView Asset Management Corporation, Shareholder Financial Services,
Age: 46                             Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
                                    Oppenheimer Partnership Holdings, Inc.
                                    (since March 1999), OFI Private Investments,
                                    Inc. (since March 2000), OppenheimerFunds
                                    International Ltd. (since May 2000),
                                    OppenheimerFunds plc (since May 2000), OFI
                                    Institutional Asset Management, Inc. (since
                                    November 2000), and OppenheimerFunds Legacy
                                    Program (charitable trust program
                                    established by the Manager) (since June
                                    2003); Treasurer and Chief Financial Officer
                                    of OFI Trust Company (trust company
                                    subsidiary of the Manager) (since May 2000);
                                    Assistant Treasurer of the following: OAC
                                    (since March 1999),Centennial Asset
                                    Management Corporation (March 1999-October
                                    2003) and OppenheimerFunds Legacy Program
                                    (April 2000-June 2003); Principal and Chief
                                    Operating Officer of Bankers Trust
                                    Company-Mutual Fund Services Division (March
                                    1995-March 1999). An officer of 87
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian Petersen,                     Assistant Vice President of the Manager (since August 2002); Manager/Financial Product
Assistant Treasurer since 2004      Accounting of the Manager (November 1998-July 2002). An officer of 87 portfolios in the
Age: 35                             OppenheimerFunds complex.

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

Brian C. Szilagyi,                  Assistant Vice President of the Manager (since July 2004); Director of Financial
Assistant Treasurer since 2005      Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of
Age: 35                             Compliance of Berger Financial Group LLC (May 2001-March 2003). An officer of 87

                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Robert G. Zack,                     Executive Vice President (since January 2004) and General Counsel (since March 2002) of
Secretary since 2001                the Manager; General Counsel and Director of the Distributor (since December 2001);
Age: 57                             General Counsel of Centennial Asset Management Corporation (since December 2001);
                                    Senior Vice President and General Counsel of HarbourView Asset Management Corporation
                                    (since December 2001); Secretary and General Counsel of OAC (since November 2001);
                                    Assistant Secretary (since September 1997) and Director (since November 2001) of
                                    OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and
                                    Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of
                                    Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President,
                                    General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder
                                    Services, Inc. (since December 2001); Senior Vice President, General Counsel and
                                    Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001);
                                    Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice
                                    President and General Counsel of OFI Institutional Asset Management, Inc. (since
                                    November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003);
                                    Senior Vice President (May 1985-December 2003), Acting General Counsel (November
                                    2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the
                                    Manager; Assistant Secretary of the following: Shareholder Services, Inc. (May
                                    1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November
                                    2001), and OppenheimerFunds International Ltd. (September 1997-November 2001). An
                                    officer of 87 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------

Kathleen T. Ives,                   Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since
Assistant Secretary since 2001      October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary
Age: 40                             (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset

                                    Management Corporation (since October 2003); Vice President and Assistant Secretary of
                                    Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy
                                    Program and Shareholder Financial Services, Inc. (since December 2001); Assistant
                                    Counsel of the Manager (August 1994-October 2003). An officer of 87 portfolios in the
                                    OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Lisa I. Bloomberg,                  Vice President and Associate Counsel of the Manager (since May 2004); First Vice
Assistant Secretary since 2004      President (April 2001-April 2004), Associate General Counsel (December 2000-April
Age: 37                             2004), Corporate Vice President (May 1999-April 2001) and Assistant General Counsel
                                    (May 1999-December 2000) of UBS Financial Services Inc. (formerly, PaineWebber
                                    Incorporated). An officer of 87 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Phillip S. Gillespie,               Senior Vice President and Deputy General Counsel of the Manager (since September 2004);
Assistant Secretary since 2004      Mr. Gillespie held the following positions at Merrill Lynch Investment Management:
Age: 41                             First Vice President (2001-September 2004); Director (2000-September 2004) and Vice
                                    President (1998-2000). An officer of 87
portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------


         Remuneration of the Officers and Trustees. The officers and the
interested Trustee of the Fund, who are affiliated with the Manager, receive no
salary or fee from the Fund. The Independent Trustees' compensation from the
Fund, shown below, is for serving as a Trustee and member of a committee (if
applicable), with respect to the Fund's fiscal year ended August 31, 2005. The
total compensation from the Fund and fund complex represents compensation,
including accrued retirement benefits, for serving as a Trustee and member of a
committee (if applicable) of the Boards of the Fund and other funds in the
OppenheimerFunds complex during the calendar year ended December 31, 2004.


--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Name and Other Fund Position(s)        Aggregate       Retirement Benefits     Estimated Annual      Total Compensation From
                                   Compensation From    Accrued as Part of       Benefits Upon          the Fund and Fund
(as applicable)                       the Fund(1)         Fund Expenses          Retirement(2)               Complex
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Clayton K. Yeutter                     10,132(3)              $9,394                $86,171                 $173,700
Chairman of the Board
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------

Matthew P. Fink(4)                       None                  None                 $2,641                    None
Proxy Committee Member and
Regulatory & Oversight
Committee Member

--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Robert G. Galli
Regulatory & Oversight                  $7,543                $3,561              $100,824(5)              $237,312(6)
Committee Chairman
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Phillip A. Griffiths                   $8,773(7)              $3,636                $34,972                 $142,092
Governance Committee Chairman
and Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Mary F. Miller(8)
Audit Committee Member and              $4,523                 $116                 $7,128                   $8,532
Proxy Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Joel W. Motley                         $8,794(9)              $2,337                $23,945                 $150,760
Audit Committee Chairman and
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Kenneth A. Randall                      $7,821               None(10)               $85,944                 $134,080
Audit Committee Member and
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Edward V. Regan(11)                     $6,393                 None                 $70,977                 $118,788
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Russell S. Reynolds, Jr.                $6,244                $4,478                $66,602                 $106,792
Proxy Committee Chairman and
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Donald W. Spiro(12)                      $531                  None                  None                    $64,080
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------

Joseph M. Wikler(13)                     None                  None                  None                    $23,000

Audit Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------

Peter I. Wold(13)                        None                  None                  None                    $20,500

Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Brian F. Wruble(14)

Regulatory & Oversight                   None                  None               $22,238(15)             $111,000(16)
Committee Member

--------------------------------- -------------------- --------------------- ---------------------- --------------------------
1. "Aggregate Compensation From the Fund" includes fees and deferred
compensation, if any.
2. "Estimated Annual Benefits 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 with respect
     to certain Board I Funds as described below under "Retirement Plan for
     Trustees."
3. Includes $2,533 deferred by Mr. Yeutter under the "Deferred Compensation
Plan" described below. 4. Mr. Fink was appointed as a Board member of 10 of the
Board I Funds effective January 1, 2005 and was
     elected as a Board Member of all of the other Board I Funds during 2005.
5.   Includes $45,840 estimated benefits to be paid to Mr. Galli for serving as
     a director or trustee of 10 other Oppenheimer funds that are not Board I
     Funds.
6.   Includes $111,000 for serving as a director or trustee of 10 other
     Oppenheimer funds (at December 31, 2004) that are not Board I Funds.
7.   Includes $8,733 deferred by Mr. Griffiths under the "Deferred Compensation
     Plan" described below. 8. Ms. Miller was appointed as a Board member of 13
     of the Board I Funds effective August13, 2004 and of 9
     of the Board I Funds effective October 26, 2004. She was elected as a Board
     member of all of the Board I Funds during 2005.

9. Includes $3,517 deferred by Mr. Motley under the "Deferred Compensation Plan"
described below. 10. Due to actuarial considerations, no additional retirement
benefits were accrued with respect to Mr. Randall.

11. Mr. Regan retired as a Trustee of the Board I funds effective June 30, 2005.
12. Mr. Spiro retired as a Trustee of the Board I funds effective October 31,
2004. 1. Mr. Wikler and Mr. Wold were elected as Board members of 23 of the
Board I Funds, including the Fund, as of August 17, 2005. They had served as
Board members of the other 11 Board I Funds
13. Mr. Wruble was appointed as Trustee of the Board I Funds effective October 10, 2005.
14. Estimated benefits to be paid to Mr. Wruble for serving as a director or trustee of 10 other Oppenheimer

     funds that are not Board I Funds. Mr. Wruble's service as a director or trustee of such funds will not be
     counted towards the fulfillment of his eligibility requirements for payments under the Board I retirement
     plan, described below.

15.  For serving as a director or trustee of 10 other Oppenheimer funds (at
     December 31, 2004) that are not Board I Funds.

         Retirement Plan for Trustees. The Board I Funds have 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 director or trustee for any of the Board I Funds for at least seven
years to be eligible for retirement plan benefits and must serve for at least 15
years to be eligible for the maximum benefit. The amount of retirement benefits
a Trustee will receive depends on the amount of the Trustee's compensation,
including future compensation and the length of his or her service on the Board.

         |X| Deferred Compensation Plan. The Board of Trustees has adopted a
Deferred Compensation Plan for Independent Trustees that enables them to elect
to defer receipt of all or a portion of the annual fees they are entitled to
receive from certain Board I Funds. 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 will be determined based upon the
amount of compensation deferred and the performance of the selected funds.

         Deferral of the Trustees' fees under the plan will not materially
affect a fund's assets, liabilities or net income per share. The plan will not
obligate a 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, a
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 compensation account.

         Major Shareholders. As of November 30, 2005, the only persons or
entities who owned of record or were known by the Fund to own beneficially 5% or
more of any class of the Fund's outstanding shares were:

         Charles Schwab & Co Inc, Special Custody Acct for the exclusive Benefit
         of Customers, Attn Mutual Funds, 101 Montgomery Street, San Francisco,
         CA 94104-4122, which owned 18,681,141.707 Class A shares (12.52% of the
         Class A shares then outstanding).

         John Hancock Life Insurance Co, USA Et 700, Attn: Laura Ross, P.O. Box
         600, Buffalo, NY 14201-0600, which owned 13,497,886.517 Class A shares
         (9.05% of the Class A shares then outstanding).

         MLPF&S for the Sole Benefit of its Customers, Attn: Fund Admn #97MF3,
         4800 Deer Lake Drive East, Fl 3, Jacksonville, FL 32246-6484, which
         owned 13,089,468.862 Class A shares (8.77% of the Class A shares then
         outstanding).

         Citigroup Global Markets Inc, Attn Cindy Tempesta, 7th Floor, 333 West
         34th Street, New York, NY 10001-2483, which owned 648,319.951 Class B
         shares (8.11% of the Class B shares then outstanding).

         MLPF&S for the Sole Benefit of its Customers, Attn: Fund Admn #97MF4,
         4800 Deer Lake Drive East, Fl 3, Jacksonville, FL 32246-6484, which
         owned 566,270.012 Class B shares (7.09% of the Class B shares then
         outstanding).

         MLPF&S for the Sole Benefit of its Customers, Attn: Fund Admn #97MF5,
         4800 Deer Lake Drive East, Fl 3, Jacksonville, FL 32246-6484, which
         owned 3,225,560.198 Class C shares (17.57% of the Class C shares then
         outstanding).

         Citigroup Global Markets Inc, Attn Cindy Tempesta, 7th Floor, 333 West
         34th Street, New York, NY 10001-2483, which owned 2,849,590.040 Class C
         shares (15.52% of the Class C shares then outstanding).

         Knotfloat & Co, 1200 Crown Colony Drive, Quincy, MA 02169-0938, which
         owned 738,573.501 Class Y shares (45.68% of the Class Y shares then
         outstanding).

         Knotfloat & Co, P.O. Box 5496, Boston, MA 02206-5496, which owned
         623,371.759 Class Y shares (38.55% of the Class Y shares then
         outstanding).

         Oppenheimer International Diversified Fund, Attn: FPA Trade Settle,
         6803 S. Tucson Way, Centennial, CO 80112-3924, which owned 97,914.537
         Class Y shares (6.05% of the Class Y shares then outstanding).

         Oppenheimer Portfolio Series, Aggressive Investor, Attn: FPA Trade
         Settle, 6803 S. Tucson Way, Centennial, CO 80112-3924, which owned
         82,591.334 Class Y shares (5.10% of the Class Y shares then
         outstanding).

         Investors Bank & Trust Comp Tr, FBO Various Retirement Plans, C/O
         Diversified Investment ADV, 4 Manhattanville Rd, Purchase, NY
         10577-2139, which owned 564,429.515 Class N shares (13.97% of the Class
         N shares then outstanding).

         UMB Bank NA Trust, AMFO & Co, FBO 789 Pooled, Attn Employee Benefits,
         1010 Grand Blvd, Kansas City, MO 64106-2202, which owned 234,203.225
         Class N shares (5.79% of the Class N shares then outstanding).

         Hartford Life Insurance Co, Separate Account 457, Attn Dave Ten Broeck,
         P.O. Box 2999, Hartford, CT 06104-2999, which owned 218,294.296 Class N
         shares (5.40% of the Class N shares then outstanding).


     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 SEC 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 1.202.942.8090. 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
Portfolio  Proxy Voting  Policies and Procedures  include  provisions to address
conflicts  of  interest  that may arise  between the Fund and the Manager or the
Manager's affiliates or business relationships.  Such a conflict of interest may
arise, for example,  where the Manager or an affiliate of the Manager manages or
administers  the  assets of a pension  plan or other  investment  account of the
portfolio company  soliciting the proxy or seeks to serve in that capacity.  The
Manager and its affiliates generally seek to avoid such conflicts by maintaining
separate investment decision making processes to prevent the sharing of business
objectives with respect to proposed or actual actions regarding  portfolio proxy
voting   decisions.   Additionally,   the  Manager  employs  the  following  two
procedures:  (1) if the proposal that gives rise to the conflict is specifically
addressed  in the  Guidelines,  the  Manager  will vote the  portfolio  proxy in
accordance with the Guidelines,  provided that they do not provide discretion to
the  Manager  on how to vote on the  matter;  and  (2) if such  proposal  is not
specifically addressed in the Guidelines or the Guidelines provide discretion to
the  Manager  on how to vote,  the  Manager  will  vote in  accordance  with the
third-party proxy voting agent's general recommended  guidelines on the proposal
provided that the Manager has reasonably determined that there is no conflict of
interest on the part of the proxy voting  agent.  If neither of the previous two
procedures provides an appropriate voting recommendation, the Manager may retain
an  independent  fiduciary  to advise the Manager on how to vote the proposal or
may abstain  from voting.  The  Guidelines'  provisions  with respect to certain
routine  and  non-routine  proxy  proposals  are  summarized  below:  o The Fund
generally votes with the  recommendation  of the issuer's  management on routine
matters,  including ratification of the independent registered public accounting
firm, unless circumstances indicate otherwise.

         The  Fund evaluates nominees for director nominated by management on a
              case-by-case basis, examining the following factors, among others:
              Composition of the board and key board committees, attendance at
              board meetings, corporate governance provisions and takeover
              activity, long-term company performance and the nominee's
              investment in the company.
o             In general, the Fund opposes anti-takeover proposals and supports
              the elimination, or the ability of shareholders to vote on the
              preservation or 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 without shareholder approval.

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 is required to file 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 Fund's Form N-PX filing is available (i) without charge, upon request,
by calling the Fund toll-free at 1.800.525.7048 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 Department 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 were:

--------------------------------------- -----------------------------------------------------------------------------
Fiscal Year ended 8/31:                                    Management Fees Paid to OppenheimerFunds, Inc.
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------
                 2003                                                        $4,792,388
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------
                 2004                                                        $12,974,384
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------
                 2005                                                        $28,509,383
--------------------------------------- -----------------------------------------------------------------------------

         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.

     Portfolio  Manager.  The Fund's  portfolio  is managed by Mark  Madden (the
"Portfolio  Manager") who is responsible  for the  day-to-day  management of the
Fund's investments.

     Other Accounts Managed. In addition to managing the Fund's investments, the
Portfolio  Manager also manages other  investment  portfolios and accounts.  The
following table provides information regarding the other portfolios and accounts
managed  by the  Portfolio  Manager  as of August 31,  2005.  No  account  has a
performance-based advisory fee:

Portfolio Manager         Registered      Total Assets    Other Pooled   Total Assets in  Other       Total Assets
                                          in Registered                    Other Pooled
                                           Investment      Investment       Investment                  in Other
                          Investment        Companies       Vehicles         Vehicles     Accounts      Accounts
                       Companies Managed    Managed*         Managed         Managed*      Managed      Managed*
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Mark Madden                    2            $5,899.2            2             $156.5         None         None
         *  In millions.


         As indicated above, the Portfolio Manager also manages other funds and
accounts. Potentially, at times, those responsibilities could conflict with the
interests of the Fund. That may occur whether the investment strategies of the
other funds or accounts are the same as, or different from, the Fund's
investment objectives and strategies. For example the Portfolio Manager may need
to allocate investment opportunities between the Fund and another fund or
account having similar objectives or strategies, or they may need to execute
transactions for another fund or account that could have a negative impact on
the value of securities held by the Fund. Not all funds and accounts advised by
the Manager have the same management fee. If the management fee structure of
another fund or account is more advantageous to the Manager than the fee
structure of the Fund, the Manager could have an incentive to favor the other
fund or account. However, the Manager's compliance procedures and Code of Ethics
recognize the Manager's fiduciary obligations to treat all of its clients,
including the Fund, fairly and equitably, and are designed to preclude the
Portfolio Manager from favoring one client over another. It is possible, of
course, that those compliance procedures and the Code of Ethics may not always
be adequate to do so. At various times, the Fund's Portfolio Manager may manage
other funds or accounts with investment objectives and strategies that are
similar to those of the Fund, or may manage funds or accounts with investment
objectives and strategies that are different from those of the Fund.

         Compensation of the Portfolio Manager. The Fund's Portfolio Manager is
employed and compensated by the Manager, not the Fund. Under the Manager's
compensation program for its portfolio managers and portfolio analysts, their
compensation is based primarily on the investment performance results of the
funds and accounts they manage, rather than on the financial success of the
Manager. This is intended to align the portfolio managers and analysts'
interests with the success of the funds and accounts and their shareholders. The
Manager's compensation structure is designed to attract and retain highly
qualified investment management professionals and to reward individual and team
contributions toward creating shareholder value. As of August 31, 2005, the
Portfolio Manager's compensation consisted of three elements: a base salary, an
annual discretionary bonus and eligibility to participate in long-term awards of
options and appreciation rights in regard to the common stock of the Manager's
holding company parent. Senior portfolio managers may also be eligible to
participate in the Manager's deferred compensation plan.

To help the Manager attract and retain talent, the base pay component of each
portfolio manager is reviewed regularly to ensure that it reflects the
performance of the individual, is commensurate with the requirements of the
particular portfolio, reflects any specific competence or specialty of the
individual manager, and is competitive with other comparable positions. The
annual discretionary bonus is determined by senior management of the Manager and
is based on a number of factors, including a fund's pre-tax performance for
periods of up to five years, measured against an appropriate Lipper benchmark
selected by management. The Lipper benchmark with respect to the Fund is Lipper
- Emerging Markets Funds. Other factors considered include management quality
(such as style consistency, risk management, sector coverage, team leadership
and coaching) and organizational development. The Portfolio Manager's
compensation is not based on the total value of the Fund's portfolio assets,
although the Fund's investment performance may increase those assets. The
compensation structure is also intended to be internally equitable and serve to
reduce potential conflicts of interest between the Fund and other funds and
accounts managed by the Portfolio Manager. The compensation structure of the
other funds and accounts managed by the Portfolio Manager is the same as the
compensation structure of the Fund, described above.


     Ownership of Fund Shares.  As of August 31, 2005, the Portfolio Manager did
not beneficially own any shares of the Fund.


                  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 commissions 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, in choosing
                  brokers to execute portfolio transactions for the Fund, the
                  Manager may select brokers (other than affiliates) that
                  provide brokerage and/or research services to the Fund and/or
                  the other accounts over which the Manager or its affiliates
                  have investment discretion. The commissions paid to those
                  brokers may be higher than another qualified broker would
                  charge, if the Manager makes a good faith determination that
                  the commission is fair and reasonable in relation to the
                  services provided.

                        Rule 12b-1 under the Investment Company Act prohibits
                  any fund from compensating a broker or dealer for promoting or
                  selling the fund's shares by (1) directing to that broker or
                  dealer any of the fund's portfolio transactions, or (2)
                  directing any other remuneration to that broker or dealer,
                  such as commissions, mark-ups, mark downs or other fees from
                  the fund's portfolio transactions, that were effected by
                  another broker or dealer (these latter arrangements are
                  considered to be a type of "step-out" transaction). In other
                  words, a fund and its investment adviser cannot use the fund's
                  brokerage for the purpose of rewarding broker-dealers for
                  selling the fund's shares.

                        However, the Rule permits funds to effect brokerage
                  transactions through firms that also sell fund shares,
                  provided that certain procedures are adopted to prevent a quid
                  pro quo with respect to portfolio brokerage allocations. As
                  permitted by the Rule, the Manager has adopted procedures (and
                  the Fund's Board of Trustees has approved those procedures)
                  that permit the Fund to direct portfolio securities
                  transactions to brokers or dealers that also promote or sell
                  shares of the Fund, subject to the "best execution"
                  considerations discussed above. Those procedures are designed
                  to prevent: (1) the Manager's personnel who effect the Fund's
                  portfolio transactions from taking into account a broker's or
                  dealer's promotion or sales of the Fund shares when allocating
                  the Fund's portfolio transactions, and (2) the Fund, the
                  Manager and the Distributor from entering into agreements or
                  understandings under which the Manager directs or is expected
                  to direct the Fund's brokerage directly, or through a
                  "step-out" arrangement, to any broker or dealer in
                  consideration of that broker's or dealer's promotion or sale
                  of the Fund's shares or the shares of any of the other
                  Oppenheimer funds.
                  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 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.
                  When possible, the Manager tries to combine concurrent orders
                  to purchase or sell the same security by more than one of the
                  accounts managed by the Manager or its affiliates. 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, analytical software 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 broaden the
                  scope and supplement 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.

                  ---------------------------------------------------------------------------------------
                                                                Total Brokerage Commissions Paid by
                            Fiscal Year Ended 8/31:                         the Fund(1)
                  ---------------------------------------------------------------------------------------
     ------------------------------------ ---------------------------------------------------------------
                    2003                                             $737,792
     ------------------------------------ ---------------------------------------------------------------
     ------------------------------------ ---------------------------------------------------------------
                    2004                                            $3,586,565
     ------------------------------------ ---------------------------------------------------------------
     ------------------------------------ ---------------------------------------------------------------

                    2005                                          $10,826,499(2)

     ------------------------------------ ---------------------------------------------------------------
1. Amounts do not include spreads or commissions on principal transactions on a
net trade basis. 2. In the fiscal year ended 8/31/05, the amount of transactions
directed to brokers for research services

         was $6,785,795 and the amount of the commissions paid to broker-dealers
         for those services was $11,676.


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.

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

--------------- ----------------------- -----------------------
Fiscal Year     Aggregate Front-End     Class A Front-End
                                        Sales Charges
Ended 8/31:     Sales Charges on        Retained by
                Class A Shares          Distributor(1)
--------------- ----------------------- -----------------------
--------------- ----------------------- -----------------------
     2003              $903,547                $192,174
--------------- ----------------------- -----------------------
--------------- ----------------------- -----------------------
     2004             $3,322,274               $673,973
--------------- ----------------------- -----------------------
--------------- ----------------------- -----------------------
     2005             $7,049,057              $1,493,238
--------------- ----------------------- -----------------------
1. Includes amounts retained by a broker-dealer that is an affiliate or a parent
of the Distributor.

--------------- ----------------------- ---------------------- ------------------------ ------------------------
Fiscal Year     Concessions on Class    Concessions on Class   Concessions on Class C   Concessions on Class N
Ended 8/31:     A Shares Advanced by    B Shares Advanced by   Shares Advanced by       Shares Advanced by

                Distributor(1) Distributor(1) Distributor(1) Distributor(1)

--------------- ----------------------- ---------------------- ------------------------ ------------------------
--------------- ----------------------- ---------------------- ------------------------ ------------------------
     2003              $225,942               $508,114                $265,308                  $49,110
--------------- ----------------------- ---------------------- ------------------------ ------------------------
--------------- ----------------------- ---------------------- ------------------------ ------------------------
     2004              $517,051              $1,238,790               $972,194                 $146,591
--------------- ----------------------- ---------------------- ------------------------ ------------------------
--------------- ----------------------- ---------------------- ------------------------ ------------------------
     2005             $1,105,603             $1,684,873              $1,918,897                $269,156
--------------- ----------------------- ---------------------- ------------------------ ------------------------

1.   The Distributor advances concession payments to financial intermediaries
     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 Contingent      Class B Contingent                                Class N Contingent
                Deferred Sales          Deferred Sales          Class C Contingent        Deferred Sales
Fiscal    Year  Charges Retained by     Charges Retained by     Deferred Sales Charges    Charges Retained by
Ended 8/31:     Distributor             Distributor             Retained by Distributor   Distributor
--------------- ----------------------- ----------------------- ------------------------- -----------------------
--------------- ----------------------- ----------------------- ------------------------- -----------------------
     2003              $14,364                 $205,512                 $31,227                  $21,239
--------------- ----------------------- ----------------------- ------------------------- -----------------------
--------------- ----------------------- ----------------------- ------------------------- -----------------------
     2004              $21,792                 $222,817                 $87,428                  $44,033
--------------- ----------------------- ----------------------- ------------------------- -----------------------
--------------- ----------------------- ----------------------- ------------------------- -----------------------
     2005                $349                  $261,113                 $89,216                  $68,815
--------------- ----------------------- ----------------------- ------------------------- -----------------------

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 Trustees(1), 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. In their sole discretion, they may also from time to time make
substantial payments from their own resources, which include the profits the
Manager derives from the advisory fees it receives from the Fund, to compensate
brokers, dealers, financial institutions and other intermediaries for providing
distribution assistance and/or administrative services or that otherwise promote
sales of the Fund's shares. These payments, some of which may be referred to as
"revenue sharing," may relate to the Fund's inclusion on a financial
intermediary's preferred list of funds offered to its clients.

         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 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 plans for a class, no payment will be made to any recipient
in any period 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.

|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. The Class A service plan
permits reimbursements to the Distributor at a rate of up to 0.25% of average
annual net assets of Class A shares. The Board has set the rate at that level.
The Distributor does not receive or retain the service fee on Class A shares in
accounts for which the Distributor has been listed as the broker-dealer of
record. 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,
regarding grandfathered retirement accounts. The Distributor makes payments to
recipients periodically 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. During the first year the shares are sold,
the Distributor retains the service fee to reimburse itself for the costs of
distributing the shares. After the first year shares are outstanding, the
Distributor makes service fee payments to recipients periodically 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 year ended August 31, 2005 payments under the Class A
plan totaled $6,377,827, of which $17,069 was retained by the Distributor under
the arrangement described above, regarding grandfathered retirement accounts,
and included $41,213 paid to an affiliate of the Distributor's parent company.
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 Distribution and Service Plan Fees. Under each
plan, distribution and service 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. Each plan provides 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 plan
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.


         Each plan permits the Distributor to retain both the asset-based sales
charges and the service fees or to pay recipients the service fee on a periodic
basis, without payment in advance. However, the Distributor currently intends to
pay the service fee to recipients in advance for the first year after Class B,
Class C and Class N shares are purchased. After the first year Class B, Class C
or Class N shares are outstanding, after their purchase, the Distributor makes
service fee payments periodically 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.
Class B, Class C or Class N shares may not be purchased by an investor directly
from the Distributor without the investor designating another registered
broker-dealer. If the investor no longer has another broker-dealer of record for
an existing account, the Distributor is automatically designated as the
broker-dealer of record, but solely for the purpose of acting as the investor's
agent to purchase the shares. In those cases, the Distributor retains the
asset-based sales charge paid on Class B, Class C and Class N shares, but does
not retain any service fees as to the assets represented by that account.


         The asset-based sales charge and service fees increase Class B and
Class C expenses by 1.00% and the asset-based sales charge and service fees
increase Class N expenses by 0.50% of the net assets per year of the respective
classes.


         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 or Class N service
fee and the asset-based sales charge to the dealer periodically in lieu of
paying the sales concession and service fee in advance at the time of purchase.


         The asset-based sales charge 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 charge 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,
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.

         During a calendar year, 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 asset-based sales charges paid to the Distributor by the Fund under the
distribution and service plans. Those excess expenses are carried over on the
Distributor's books and may be recouped from asset-based sales charge payments
from the Fund in future years. However, the Distributor has voluntarily agreed
to cap the amount of expenses under the plans that may be carried over from year
to year and recouped that relate to (i) expenses the Distributor has incurred
that represent compensation and expenses of its sales personnel and (ii) other
direct distribution costs it has incurred, such as sales literature, state
registration fees, advertising and prospectuses used to offer Fund shares. The
cap on the carry-over of those categories of expenses is set at 0.70% of annual
gross sales of shares of the Fund. If those categories of expenses exceed the
capped amount, the Distributor bears the excess costs. If the Class B, Class C
or Class N plan were to be terminated by the Fund, the Fund's Board of Trustees
may allow the Fund to continue payments of the asset-based sales charge to the
Distributor for distributing shares prior to the termination of the plan.

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

                     Distribution Fees Paid to the Distributor for the Fiscal Year Ended 8/31/2005

------------------------------------------------------------------------------------------------------------------------
-------------------- --------------------- ----------------------- --------------------------- -------------------------
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              $1,690,042           $1,324,243(1)               $2,437,994                   1.09%

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

Class C Plan              $2,935,327           $1,131,666(2)               $3,536,870                   0.79%

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

Class N Plan               $278,519             $184,436(3)                 $624,099                    0.64%

-------------------- --------------------- ----------------------- --------------------------- -------------------------
1. Includes $18,651 paid to an affiliate of the Distributor's parent company. 2.
Includes $27,831 paid to an affiliate of the Distributor's parent company. 3.
Includes $3,057 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.


Payments to Fund Intermediaries

         Financial intermediaries may receive various forms of compensation or
reimbursement from the Fund in the form of 12b-1 plan payments as described in
the preceding section of this SAI. They may also receive reallowance of
commissions from the Distributor, derived from sales charges paid by the clients
of the financial intermediary, also as described in this SAI. Additionally, the
Manager and/or the Distributor (including their affiliates) may make payments to
financial intermediaries in connection with their offering and selling shares of
the Fund and other Oppenheimer funds, providing marketing or promotional
support, transaction processing and/or administrative services. Among the
financial intermediaries that may receive these payments are brokers and dealers
who sell and/or hold shares of the Fund, banks (including bank trust
departments), registered investment advisers, insurance companies, retirement
plan and qualified tuition program administrators, third party administrators,
and other institutions that have selling, servicing or similar arrangements with
the Manager or Distributor. The payments to intermediaries vary by the types of
product sold, the features of the Fund share class and the role played by the
intermediary.

         Possible types of payments to financial intermediaries include, without
limitation, those discussed below.

o Payments made by the Fund, or by an investor buying or selling shares of the
Fund may include:

o                   depending on the share class that the investor selects,
                    contingent deferred sales charges or initial front-end sales
                    charges, all or a portion of which front-end sales charges
                    are payable by the Distributor to financial intermediaries
                    as sales commissions (see "About Your Account" in the
                    Prospectus);
o                   ongoing asset-based payments attributable to the share class
                    selected, including fees payable under the Fund's
                    distribution and/or service plans adopted under Rule 12b-1
                    under the Investment Company Act, which are paid from the
                    Fund's assets and allocated to the class of shares to which
                    the plan relates (see "About the Fund -- Distribution and
                    Service Plans" above);
o                   shareholder servicing payments for providing omnibus
                    accounting, recordkeeping, networking, sub-transfer agency
                    or other administrative or shareholder services, including
                    retirement plan and 529 plan administrative services fees,
                    which are paid from the assets of a Fund as reimbursement to
                    the Manager or Distributor for expenses they incur on behalf
                    of the Fund.

o            Payments made by the Manager or Distributor out of their respective
             resources and assets, which may include profits the Manager derives
             from investment advisory fees paid by the Fund. These payments are
             made at the discretion of the Manager and/or the Distributor. These
             payments, often referred to as "revenue sharing" payments, may be
             in addition to the payments by the Fund listed above.

o                   These types of payments may reflect compensation for
                    marketing support, support provided in offering the Fund or
                    other Oppenheimer funds through certain trading platforms
                    and programs, transaction processing or other services;
o                   The Manager and Distributor each may also pay other
                    compensation to the extent the payment is not prohibited by
                    law or by any self-regulatory agency, such as the NASD.
                    Payments are made based on the guidelines established by the
                    Manager and Distributor, subject to applicable law.

         These payments may provide an incentive to financial intermediaries to
actively market or promote the sale of shares of the Fund or other Oppenheimer
funds, or to support the marketing or promotional efforts of the Distributor in
offering shares of the Fund or other Oppenheimer funds. In addition, some types
of payments may provide a financial intermediary with an incentive to recommend
the Fund or a particular share class. Financial intermediaries may earn profits
on these payments, since the amount of the payment may exceed the cost of
providing the service. Certain of these payments are subject to limitations
under applicable law. Financial intermediaries may categorize and disclose these
arrangements to their clients and to members of the public in a manner different
from the disclosures in the Fund's prospectus and this SAI. You should ask your
financial intermediary for information about any payments it receives from the
Fund, the Manager or the Distributor and any services it provides, as well as
the fees and commissions it charges.

         Although brokers or dealers that sell Fund shares may also act as a
broker or dealer in connection with the execution of the purchase or sale of
portfolio securities by the Fund or other Oppenheimer funds, a financial
intermediary's sales of shares of the Fund or such other Oppenheimer funds is
not a consideration for the Manager when choosing brokers or dealers to effect
portfolio transactions for the Fund or such other Oppenheimer funds.

         Revenue sharing payments can pay for distribution-related or asset
retention items including, without limitation,

o            transactional support, one-time charges for setting up access for
             the Fund or other Oppenheimer funds on particular trading systems,
             and paying the intermediary's networking fees;
o            program support, such as expenses related to including the
             Oppenheimer funds in retirement plans, college savings plans,
             fee-based advisory or wrap fee programs, fund "supermarkets", bank
             or trust company products or insurance companies' variable annuity
             or variable life insurance products;
o            placement on the dealer's list of offered funds and providing
             representatives of the Distributor with access to a financial
             intermediary's sales meetings, sales representatives and management
             representatives.

         Additionally, the Manager or Distributor may make payments for firm
support, such as business planning assistance, advertising, and educating a
financial intermediary's sales personnel about the Oppenheimer funds and
shareholder financial planning needs.

         For the year ended December 31, 2004, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer funds,
and/or their respective affiliates, received revenue sharing or similar
distribution-related payments from the Manager or Distributor for marketing or
program support:

  ADVEST INC.                                                AEGON
  A.G. Edwards & Sons, Inc                                   AIG Network
  Allianz Life Insurance Company                             Allstate Life Insurance Company
  Ameritas Life Insurance Corporation                        American Centurian Life Insurance
  American Enterprise Life Insurance                         American Express Financial Advisors Inc.
  American Portfolios                                        Annuity Investors Life
  AXA Advisors                                               Banc One Securities Corporation
  Bank of New York                                           Cadaret Grant & Co. Inc.
  Charter One Securities Inc.                                Chase Investment Services
  Citigroup Financial Network                                CitiStreet
  Citizens Bank of Rhode Island                              CJM Planning Corp.
  Columbus Life Insurance Company                            Commonwealth Financial Network
  CUNA Brokerage Services Inc.                               CUSO Financial Services, L.P.
  Federal Kemper                                             First Allied Securities Inc
  First Global Capital                                       GE Financial Assurance
  GlenBrook Life and Annuity Co.                             Great West Life & Annuity Co., Inc.
  HD Vest                                                    Hewitt Associates
  HSBC Brokerage (USA) Inc.                                  ING Network
  Jefferson Pilot Securities Corporation                     John Hancock Variable Life Insurance Company
  Kemper Life Assurance Company                              Legend Equities Corporation
  Legg Mason Wood Walker, Incorporated                       Lincoln National Life Insurance Company
  Lincoln Financial Advisors Corporation                     Lincoln Investment Planning
  Linsco/Private Ledger Corp.                                MassMutual Financial Group and affiliates
  McDonald Investments, Inc.                                 Merrill Lynch & Co., Inc. and affiliates
  Metlife and affiliates                                     Minnesota Life Insurance Company
  Morgan Stanley DW Inc.                                     NPH Network
  Nationwide and affiliates                                  New York Life Securities, LLC
  PacLife Network                                            Park Avenue Securities LLC
  Planmember Securities Corporation                          Prime Capital Services, Inc.
  Princor Financial Services Corporation                     Protective Life Insurance Co.
  Provident Mutual Insurance Company                         Prudential Investment Management Services LLC
  Raymond James Financial Services, Inc.                     Raymond James & Associates, Inc.
  RBC Dain Rauscher Inc.                                     Securities America, Inc.
  Security Benefit Life Insurance Company                    Signator Investments
  Sun Life Insurance Company                                 Suntrust Investment Services, Inc.
  Tower Square Securities, Inc                               Travelers Life & Annuity Co., Inc.
  UBS Financial Services Inc.                                Union Central Life Insurance Company
  Wachovia Securities LLC                                    Wells Fargo Investments, LLC
         For the year ended December 31, 2004, the following firms, which in
some cases are broker-dealers, received payments from the Manager or Distributor
for administrative or other services provided (other than revenue sharing
arrangements), as described above:

   ABN AMRO                                                   ADP
   Alliance Benefit Group                                     AMVESCAP Retirement Plans
   American Stock & Transfer                                  Baden Retirement
   BCG                                                        Benefit Administration Co., LLC
   Benefit Administration, Inc.                               Benefit Plans Administrative Services
   Benetech, Inc.                                             BISYS Retirement Services
   Boston Financial Data Services                             Ceridian
   Circle Trust Company                                       Citigroup
   CitiStreet                                                 CPI
   Daily Access.Com, Inc.                                     Digital Retirement Solutions
   Dyatech                                                    ERISA Administrative Services, Inc.
   ExpertPlan.com                                             FAScore
   FBD Consulting                                             Federated Investors
   Fidelity Institutional                                     First National Bank of Omaha
   First Trust Corp.                                          Franklin Templeton
   Geller Group                                               Gold K
   Great West Financial Services Equities, Inc.               Hartford Life Insurance Co.
   ICMA - RC Services                                         In West Pension Mgmt
   Independent Plan Coordinators                              Ingham Group
   Interactive Retirement Systems, Ltd.                       Invesmart, Inc.
   Kaufman & Goble                                            Leggette & Co., Inc.
   Manulife                                                   MassMutual Financial Group and affiliates
   Matrix Settlement & Clearance Services                     Mellon HR Solutions
   Merrill Lynch & Co., Inc.                                  Metavante
   Metlife Securities Inc.                                    MFS Investment Management
   Mid Atlantic Capital Corp.                                 Milliman USA
   Morgan Stanley DW Inc.                                     National City Bank
   National Financial Services Corp.                          National Investors Services Corp.
   Nationwide Investment Service Corp.                        New York Life Investment Management, Inc.
   Northwest Plan Services                                    Pension Administration and Consulting
   PFPC, Inc.                                                 PSMI Group
   Putnam Fiduciary Trust Company                             Quads Trust Company
   RSM McGladrey                                              SAFECO
   Charles Schwab & Co., Inc.                                 Security Trust Company
   Sentinel / National Life                                   Standard Insurance Co
   Stanley, Hunt, Dupree & Rhine                              State Street Bank & Trust Company
   Suntrust Investment Services, Inc.                         Swerdlin & Co.
   T. Rowe Price Brokerage Services, L.P.                     Taylor, Perky & Parker, LLC
   The 401k Company                                           The Investment Center, Inc.
   Trusource                                                  Union Bank and Trust Co.
   USI Consulting Group                                       Vanguard Group
   Web401K.com                                                Wilmington Trust Company


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.

         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 may 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 03/01/01 (the
inception date for Class N shares) are based on the Fund's Class A returns,
adjusted to reflect the higher Class N 12b-1 fees. There is no sales charge on
Class Y shares.


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:

ERV   l/n      - 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   l/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    l/n      - 1    = Average Annual Total Return (After Taxes on Distributions and Redemptions)
---
  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. There
is no sales charge on Class Y 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 8/31/2005

----------------------------------------------------------------------------------------------------------------------
-------------- ------------------------- -----------------------------------------------------------------------------
Class      of      Cumulative Total                              Average Annual Total Returns
                 Returns (10 years or
Shares              life-of-class)
-------------- ------------------------- -----------------------------------------------------------------------------
-------------- ------------------------- ------------------------- ------------------------- -------------------------

                                                  1-Year                   5-Years                   10-Years

                                                                     (or life of class if
                                                                            less)              (or life of class if
                                                                                                      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(1)     258.64%      280.53%      41.77%       50.42%       14.47%       15.83%       15.65%       16.43%
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class B(2)     263.79%      263.79%      44.14%       49.14%       14.68%       14.91%       15.83%       15.83%
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class C(3)     255.65%      255.65%      48.29%       49.29%       14.95%       14.95%       15.54%       15.54%
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class N(4)     118.16%      118.16%      48.84%       49.84%       18.93%       18.93%       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(1) Shares (After Sales Charge)
                         For the Periods Ended 8/31/2005

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

                                                  1-Year                                        10-Years
                                                                                          (or life of class if
                                                                         5-Years                  less)

------------------------------------------ --------------------- ------------------------ ----------------------
------------------------------------------ --------------------- ------------------------ ----------------------
After Taxes on Distributions                      41.36%                 13.76%                  14.83%
------------------------------------------ --------------------- ------------------------ ----------------------
------------------------------------------ --------------------- ------------------------ ----------------------
After Taxes on Distributions and                  27.55%                 12.25%                  13.51%
Redemption of Fund Shares
------------------------------------------ --------------------- ------------------------ ----------------------

     1. Inception of Class A: 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.

When you purchase shares of the Fund, your ownership interest in the shares of
the Fund will be recorded as a book entry on the records of the Fund. The Fund
will not issue or re-register physical share certificates.

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 "NYSE"). The NYSE 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 NYSE, 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 B to this
Statement of Additional Information because the Distributor or dealer or broker
incurs little or no selling expenses.

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 Municipals                               Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals                      Oppenheimer Main Street Fund
Oppenheimer Balanced Fund                                     Oppenheimer Main Street Opportunity Fund
Oppenheimer Core Bond Fund                                    Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund                         Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation 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 Principal Protected Main Street Fund III
Oppenheimer Disciplined Allocation Fund                       Oppenheimer Quest Balanced Fund
Oppenheimer Discovery Fund                                    Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Dividend Growth 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 Select Value Fund
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund                                       Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer High Yield Fund                                   Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund                           Oppenheimer Total Return Bond Fund
Oppenheimer International Diversified Fund                    Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund                         Oppenheimer Value Fund
Oppenheimer International Small Company Fund                  Limited-Term New York Municipal Fund
Oppenheimer International Value Fund                          Rochester Fund Municipals
Oppenheimer Limited Term California Municipal Fund            Oppenheimer Portfolio Series:
                                                                Active Allocation Fund
                                                                Aggressive Investor Fund
                                                                Conservative Investor Fund
Oppenheimer Limited-Term Government Fund                        Moderate Investor Fund


And the following money market funds:

Oppenheimer Cash Reserves                                     Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.                           Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust                        Centennial Tax Exempt Trust
Centennial Government Trust

         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.
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"), you can reduce the sales
charge rate that applies to your purchases of Class A shares if you purchase
Class A, Class B or Class C shares of the Fund or other Oppenheimer funds during
a 13-month period. The total amount of your purchases of Class A, Class B and
Class C shares will determine the sales charge rate that applies to your Class A
share purchases during that period. You can choose to include purchases that you
made up to 90 days before the date of the Letter. Class A shares of Oppenheimer
Money Market Fund, Inc. and Oppenheimer Cash Reserves on which you have not paid
a sales charge and any Class N shares you purchase, or may have purchased, will
not be counted towards satisfying the purchases specified in a Letter.


         A Letter is an investor's statement in writing to the Distributor of
his or her intention to purchase a specified value of Class A, Class B and Class
C 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 will equal
or exceed the amount specified in the Letter. Purchases made by reinvestment of
dividends or capital gains distributions and purchases made at net asset value
(i.e. without a sales charge) do not count toward satisfying the amount of the
Letter.

         Each purchase of Class A shares under the Letter will be made at the
offering price (including the sales charge) that would apply 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 and Class C shares of other Oppenheimer funds acquired
                  subject to a contingent deferred sales charge, and
(c)               Class A, Class B or Class C 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 or Class C
                  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.

         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 charges 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 $1 million in assets invested in applicable investments
(other than assets invested in money market funds), then the retirement plan may
purchase only Class C shares of the Oppenheimer funds. If on the date the plan
sponsor signed the Merrill Lynch record keeping service agreement the plan has
$1 million or more in assets but less than $5 million in assets invested in
applicable investments (other than assets invested in money market funds), then
the retirement plan may purchase only Class N shares of the Oppenheimer funds.
If on the date the plan sponsor signed the Merrill Lynch record keeping service
agreement the plan has $5 million or more in assets invested in applicable
investments (other than assets invested in money market funds), then the
retirement plan may purchase only Class A shares of the Oppenheimer funds.

         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 a purchase order of more than $100,000
for Class B shares or a purchase order of $1 million or more to purchase Class C
shares on behalf of a single investor (not including dealer "street name" or
omnibus accounts).


Class B, Class C or Class N shares may not be purchased by an investor directly
from the Distributor without the investor designating another registered
broker-dealer.

         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
Retirement  Plans with at least 100  eligible  employees  or $500,000 or more in
plan assets, 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).


Fund Account Fees. As stated in the Prospectus, a $12 annual "Minimum Balance
Fee" is assessed on each Fund account with a share balance valued under $500.
The Minimum Balance Fee is automatically deducted from each such Fund account in
September.


     Listed  below  are  certain  cases in which  the Fund has  elected,  in its
discretion, not to assess the Fund Account Fees. These exceptions are subject to
change:  o A fund account whose shares were acquired after September 30th of the
prior year; o A fund account that has a balance  below $500 due to the automatic
conversion of shares from Class B to Class A shares.  However,  once all Class B
shares held in the account have been converted to Class A shares the new account
balance may become subject to the Minimum Balance Fee;

o Accounts of shareholders who elect to access their account documents
electronically via eDoc Direct; o A fund account that has only certificated
shares and, has a balance below $500 and is being escheated; o Accounts of
shareholders that are held by broker-dealers under the NSCC Fund/SERV system; o
Accounts held under the Oppenheimer Legacy Program and/or holding certain
Oppenheimer Variable Account Funds;

     o Omnibus  accounts  holding  shares  pursuant to the  Pinnacle,  Ascender,
Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan programs; and

o                 A fund account that falls below the $500 minimum solely due to
                  market fluctuations within the 12-month period preceding the
                  date the fee is deducted.

         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.

         The Fund reserves the authority to modify Fund Account Fees in its
discretion.

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 NYSE on each day that the NYSE 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 NYSE 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 NYSE'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 NYSE members may conduct trading in certain
securities on days on which the NYSE 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 NYSE.

         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 NYSE, 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(R),  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 New York 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(R), 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(R) on the
valuation date. If not, the value shall be the closing bid price on the
principal exchange or on NASDAQ(R) on the valuation date. If the put, call or
future is not traded on an exchange or on NASDAQ(R), 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.

Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of
redemption proceeds may be delayed if the Fund's custodian bank is not open for
business on a day when the Fund would normally authorize the wire to be made,
which is usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next bank
business day on which the Fund is open for business. No dividends will be paid
on the proceeds of redeemed shares awaiting transfer by Federal Funds wire.

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, Class N or Class Y 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 NYSE 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 NYSE closes. Normally, the NYSE 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.

         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.

         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 California Tax Exempt Trust                       Centennial New York Tax Exempt Trust
     Centennial Government Trust                                  Centennial Tax Exempt Trust
     Centennial Money Market Trust

     The following funds do not offer Class N shares:

     Limited Term New York Municipal Fund                         Oppenheimer New Jersey Municipal Fund
     Oppenheimer AMT-Free Municipals                              Oppenheimer Principal Protected Main Street Fund II
     Oppenheimer AMT-Free New York Municipals                     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer California Municipal Fund                        Oppenheimer Rochester National Municipals
     Oppenheimer International Value Fund                         Oppenheimer Senior Floating Rate Fund
     Oppenheimer Limited Term California Municipal Fund           Rochester Fund Municipals
     Oppenheimer Limited Term Municipal Fund
     Oppenheimer Money Market Fund, Inc.


     The following funds do not offer Class Y shares:

     Limited Term New York Municipal Fund                        Oppenheimer Limited Term California Municipal Fund
     Oppenheimer AMT-Free Municipals                             Oppenheimer Limited Term Municipal Fund
     Oppenheimer AMT-Free New York Municipals                    Oppenheimer New Jersey Municipal Fund
     Oppenheimer Balanced Fund                                   Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer California Municipal Fund                       Oppenheimer Principal Protected Main Street Fund
     Oppenheimer Capital Income Fund                             Oppenheimer Principal Protected Main Street Fund II
     Oppenheimer Cash Reserves                                   Oppenheimer Principal Protected Main Street Fund III
     Oppenheimer Champion Income Fund                            Oppenheimer Quest Capital Value Fund, Inc.
     Oppenheimer Convertible Securities Fund                     Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Disciplined Allocation Fund                     Oppenheimer Rochester National Municipals
     Oppenheimer Dividend Growth Fund                            Oppenheimer Total Return Bond Fund
     Oppenheimer Gold & Special Minerals Fund

        o        Oppenheimer  Money  Market  Fund,  Inc.  only
             offers Class A and Class Y shares.
             o   Class B and Class C 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, Inc. or Oppenheimer Cash
                 Reserves acquired by exchange of Class M
                 shares.

        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 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).
        o        Shares of Oppenheimer Principal Protected
                 Main Street Fund II 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 II
                 until after the expiration of the warranty
                 period (3/3/2011).

        o        Shares of Oppenheimer Principal Protected
                 Main Street Fund III 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 III
                 until after the expiration of the warranty
                 period (12/16/2011).


                 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 Except with respect to the Class B shares described in the next two
        paragraphs, the 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 B shares of Limited Term California Municipal
        Fund, Limited-Term Government Fund, Limited Term Municipal Fund, Limited
        Term New York Municipal Fund and Oppenheimer Senior Floating Rate Fund,
        the Class B contingent deferred sales charge is imposed on the acquired
        shares if they are redeemed within five years of the initial purchase of
        the exchanged Class B shares. o With respect to Class B shares of Cash
        Reserves that were acquired through the exchange of Class B shares
        initially purchased in the Oppenheimer Capital Preservation Fund, the
        Class B contingent deferred sales charge is imposed on the acquired
        shares if they are redeemed within five years of that initial purchase.

        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.

                 |X| 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.

                 |X| 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 and Class Y 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.

                 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.

                 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.

                 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. The Fund may be subject to U.S.
        Federal income tax, and an interest charge, on certain distributions or
        gains from the sale of shares of a foreign company considered to be a
        PFIC, even if those amounts are paid out as dividends to shareholders.
        To avoid imposition of the interest charge, the Fund may elect to "mark
        to market " all PFIC shares that it holds at the end of each taxable
        year. In that case, any increase or decrease in the value of those
        shares would be recognized as ordinary income or as ordinary loss (but
        only to the extent of previously recognized "mark-to-market" gains).


                 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). Any tax withheld by the Fund is
        remitted by the Fund to the U.S. Treasury and all income and any tax
        withheld is identified in reports mailed to shareholders in January of
        each year with a copy sent to the IRS.

                 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.

                 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 30%, 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. Any tax withheld by the
        Fund is remitted by the Fund to the U.S. Treasury and all income and any
        tax withheld is identified in reports mailed to shareholders in March of
        each year with a copy sent to the IRS.
                 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. Any tax withheld by the Fund is remitted by the Fund to
        the U.S. Treasury and all income and any tax withheld is identified in
        reports mailed to shareholders in January of each year with a copy sent
        to the IRS.

                 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 into
        which you may exchange shares. 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 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. J.P. Morgan 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 Registered Public Accounting Firm. KPMG LLP serves as the
        independent registered public accounting firm for the Fund. KPMG LLP
        audits the Fund's financial statements and performs other related audit
        services. KPMG LLP also acts as the independent registered public
        accounting firm for the Manager and certain other funds advised by the
        Manager and its affiliates. Audit and non-audit services provided by
        KPMG LLP to the Fund must be pre-approved by the Audit Committee.






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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, 2005, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the five-year 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 the standards of the Public
Company Accounting Oversight Board (United States). 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, 2005, 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, 2005, the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights for
each of the years in the five-year period then ended, in conformity with U.S.
generally accepted accounting principles.


/s/ KPMG LLP
------------
KPMG LLP

Denver, Colorado
October 17, 2005


                    46 | OPPENHEIMER DEVELOPING MARKETS FUND




STATEMENT OF INVESTMENTS  August 31, 2005
--------------------------------------------------------------------------------

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
COMMON STOCKS--96.3%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--16.9%
--------------------------------------------------------------------------------
AUTO COMPONENTS--1.2%
Amtek Auto Ltd. 1                                    7,296,853  $    36,894,480
--------------------------------------------------------------------------------
Hyundai Autonet
Co. Ltd.                                             3,899,565       20,859,012
                                                                ----------------
                                                                     57,753,492

--------------------------------------------------------------------------------
AUTOMOBILES--4.3%
Bajaj Auto Ltd.                                        528,000       16,953,567
--------------------------------------------------------------------------------
Hero Honda
Motors Ltd.                                            767,055       11,267,563
--------------------------------------------------------------------------------
Hyundai Motor Co.                                      550,720       38,031,586
--------------------------------------------------------------------------------
Hyundai Motor Co.
Ltd., Preference                                       363,170       15,066,823
--------------------------------------------------------------------------------
Kia Motors Corp.                                     1,989,260       29,679,607
--------------------------------------------------------------------------------
PT Astra
International Tbk                                   45,738,500       45,072,405
--------------------------------------------------------------------------------
Ssangyong
Motor Co. 1,2                                        7,796,210       55,269,393
                                                                ----------------
                                                                    211,340,944

--------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.3%
Danubius Hotel
& Spa Rt. 2                                            201,171        5,774,100
--------------------------------------------------------------------------------
Hongkong &
Shanghai Hotels
Ltd. (The)                                          13,908,000       16,157,772
--------------------------------------------------------------------------------
Intralot SA
Integrated Lottery                                   1,060,960       17,120,492
--------------------------------------------------------------------------------
Jollibee Foods Corp.                                38,650,000       22,664,594
                                                                ----------------
                                                                     61,716,958

--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--4.2%
Consorcio Ara
SA de CV                                             5,951,500       19,976,676
--------------------------------------------------------------------------------
Corporacion GEO
SA de CV, Series B 1,2                              28,915,000       80,386,657
--------------------------------------------------------------------------------
Humax Co. Ltd.                                       1,272,452       24,756,498
--------------------------------------------------------------------------------
LG Electronics, Inc.                                   143,220        8,635,192
--------------------------------------------------------------------------------
LG Electronics, Inc.,
Preference                                             414,830       15,055,203

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
HOUSEHOLD DURABLES Continued
SARE Holding SA
de CV, Cl. B 2                                       1,174,416  $       977,315
--------------------------------------------------------------------------------
Steinhoff
International
Holdings Ltd.                                       17,805,600       46,166,553
--------------------------------------------------------------------------------
Urbi, Desarrollos
Urbanos SA de CV 2                                   1,394,019        8,813,881
                                                                ----------------
                                                                    204,767,975

--------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--1.3%
GS Home
Shopping, Inc. 1                                       698,292       65,309,308
--------------------------------------------------------------------------------
MEDIA--3.1%
Corporacion
Interamericana
de Entretenimiento
SA de CV 2                                          10,116,939       21,532,007
--------------------------------------------------------------------------------
Grupo Televisa SA,
Sponsored GDR                                          478,100       30,024,680
--------------------------------------------------------------------------------
Shaw Brothers Ltd. 3                                 7,050,000        8,917,218
--------------------------------------------------------------------------------
Singapore Press
Holdings Ltd.                                       10,645,000       28,714,867
--------------------------------------------------------------------------------
Television
Broadcasts Ltd.                                      4,627,000       25,630,638
--------------------------------------------------------------------------------
Zee Telefilms Ltd.                                   8,194,286       35,401,549
                                                                ----------------
                                                                    150,220,959

--------------------------------------------------------------------------------
MULTILINE RETAIL--0.8%
Lojas Americanas
SA, Preference 1                                 2,226,500,000       40,893,163
--------------------------------------------------------------------------------
SPECIALTY RETAIL--0.5%
Courts (Singapore)
Ltd. 1                                              11,425,000        3,872,881
--------------------------------------------------------------------------------
JD Group Ltd.                                        1,625,192       18,898,324
                                                                ----------------
                                                                     22,771,205

--------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--0.2%
Folli-Follie SA                                        330,000       10,357,156
--------------------------------------------------------------------------------
CONSUMER STAPLES--10.7%
--------------------------------------------------------------------------------
BEVERAGES--2.6%
Coca-Cola Femsa
SA de CV,
Sponsored ADR 1                                      1,360,000       36,720,000


                    20 | OPPENHEIMER DEVELOPING MARKETS FUND



                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
BEVERAGES Continued
Companhia
de Bebidas das
Americas, ADR                                          238,200  $     6,109,830
--------------------------------------------------------------------------------
Companhia
de Bebidas das
Americas, ADR,
Preference                                             957,300       30,729,330
--------------------------------------------------------------------------------
Fomento Economico
Mexicano SA de CV,
Sponsored ADR                                          276,400       18,938,928
--------------------------------------------------------------------------------
Serm Suk Public
Co. Ltd.                                             7,323,000        3,570,462
--------------------------------------------------------------------------------
United Breweries
Holdings Ltd. 1,2                                    1,465,724       17,522,388
--------------------------------------------------------------------------------
United Breweries
Ltd. 1,2                                               719,989       10,545,758
                                                                ----------------
                                                                    124,136,696

--------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--3.1%
Companhia Brasileira
de Distribuicao
Grupo Pao de
Acucar, Sponsored
ADR 1                                                2,892,100       69,468,242
--------------------------------------------------------------------------------
Dairy Farm
International
Holdings Ltd.                                        3,965,600       12,255,124
--------------------------------------------------------------------------------
Jeronimo Martins
Sociedade Gestora
de Participacoes SA                                  1,615,632       23,499,884
--------------------------------------------------------------------------------
Massmart Holdings
Ltd.                                                 2,746,012       20,604,529
--------------------------------------------------------------------------------
President Chain
Store Corp.                                         13,012,074       23,481,330
                                                                ----------------
                                                                    149,309,109

--------------------------------------------------------------------------------
FOOD PRODUCTS--1.1%
Sadia SA, Preference                                16,547,000       36,505,897
--------------------------------------------------------------------------------
Tiger Brands Ltd.                                      945,000       19,252,681
                                                                ----------------
                                                                     55,758,578

--------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--0.6%
Able C&C 1,2                                           537,778       15,455,043

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS Continued
Trent Ltd.                                             701,326  $    14,589,992
                                                                ----------------
                                                                     30,045,035

--------------------------------------------------------------------------------
PERSONAL PRODUCTS--1.1%
Amore Pacific Corp.                                    130,675       35,326,941
--------------------------------------------------------------------------------
Natura
Cosmeticos SA                                          479,700       16,078,193
                                                                ----------------
                                                                     51,405,134

--------------------------------------------------------------------------------
TOBACCO--2.2%
Eastern Tobacco Co.                                    858,091       28,985,794
--------------------------------------------------------------------------------
ITC Ltd.                                             1,624,600       63,906,469
--------------------------------------------------------------------------------
PT Gudang Garam                                     15,501,000       16,554,466
                                                                ----------------
                                                                    109,446,729

--------------------------------------------------------------------------------
ENERGY--5.1%
--------------------------------------------------------------------------------
OIL & GAS--5.1%
Bharat Petroleum
Corp. Ltd.                                           3,472,770       28,138,679
--------------------------------------------------------------------------------
Det Norske
Oljeselskap ASA                                      3,477,742       23,481,553
--------------------------------------------------------------------------------
Oil & Natural
Gas Corp. Ltd.                                         871,070       19,417,788
--------------------------------------------------------------------------------
Reliance Industries
Ltd.                                                 3,761,355       61,476,047
--------------------------------------------------------------------------------
S-Oil Corp.                                            456,260       33,891,069
--------------------------------------------------------------------------------
Sinopec Zhenhai
Refining &
Chemical Co.
Ltd., Cl. H                                         19,906,000       21,643,499
--------------------------------------------------------------------------------
SK Corp.                                             1,251,053       62,293,695
                                                                ----------------
                                                                    250,342,330

--------------------------------------------------------------------------------
FINANCIALS--25.0%
--------------------------------------------------------------------------------
COMMERCIAL BANKS--14.5%
Banco Bradesco SA,
Preference                                           2,040,203       86,550,657
--------------------------------------------------------------------------------
Banco
Latinoamericano
de Exportaciones
SA, Cl. E 1                                          3,805,885       65,232,869
--------------------------------------------------------------------------------
Bank Hapoalim Ltd.                                   7,098,303       26,327,585


                    21 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL BANKS Continued
Bank Leumi Le-Israel                                11,800,000  $    35,067,166
--------------------------------------------------------------------------------
Commercial
International Bank,
Sponsored GDR 4                                      1,800,000       14,789,187
--------------------------------------------------------------------------------
Commercial
International Bank,
Sponsored GDR,
S Shares                                             2,273,708       18,681,274
--------------------------------------------------------------------------------
Daegu Bank                                           1,335,000       14,041,881
--------------------------------------------------------------------------------
Grupo Financiero
Banorte SA de CV                                     2,964,400       24,338,124
--------------------------------------------------------------------------------
Grupo Financiero
Inbursa SA de CV                                    24,049,000       49,752,696
--------------------------------------------------------------------------------
Hana Bank                                            1,050,000       31,757,729
--------------------------------------------------------------------------------
HSBC Holdings plc                                    3,232,801       51,788,710
--------------------------------------------------------------------------------
HSBC Holdings plc,
Sponsored ADR                                          392,458       31,726,305
--------------------------------------------------------------------------------
ICICI Bank Ltd.                                        871,655        9,537,222
--------------------------------------------------------------------------------
ICICI Bank Ltd.,
Sponsored ADR                                        1,925,000       45,006,500
--------------------------------------------------------------------------------
Industrial Bank
of Korea                                             1,170,000       12,240,384
--------------------------------------------------------------------------------
PT Bank Mandiri                                    281,527,000       37,579,131
--------------------------------------------------------------------------------
Shinhan Financial
Group Co. Ltd.                                       1,100,000       32,469,709
--------------------------------------------------------------------------------
TMB Bank Public
Co. Ltd. 2                                         219,869,400       20,800,259
--------------------------------------------------------------------------------
Uniao de Bancos
Brasileiros SA,
Sponsored GDR                                        1,512,300       67,630,056
--------------------------------------------------------------------------------
Woori Finance
Holdings Co. Ltd.                                    2,730,000       32,362,349
                                                                ----------------
                                                                    707,679,793

--------------------------------------------------------------------------------
CONSUMER FINANCE--0.2%
Tisco Bank Public
Co. Ltd.                                            16,493,280       11,102,208
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--3.7%
Fubon Financial
Holding Co. Ltd.                                    36,147,000       32,670,266
--------------------------------------------------------------------------------
Fubon Financial
Holding Co.
Ltd., GDR                                            1,639,500       14,755,500

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES Continued
Guoco Group Ltd.                                     2,584,000  $    25,801,265
--------------------------------------------------------------------------------
Haci Omer Sabanci
Holding AS                                           8,847,551       39,125,179
--------------------------------------------------------------------------------
Haci Omer Sabanci
Holding AS,
Sponsored ADR                                       12,000,000       13,140,000
--------------------------------------------------------------------------------
Kiatnakin Finance
Public Co. Ltd. 1                                   25,718,220       17,386,702
--------------------------------------------------------------------------------
Old Mutual plc                                      13,855,890       35,444,942
                                                                ----------------
                                                                    178,323,854

--------------------------------------------------------------------------------
INSURANCE--0.9%
Aksigorta AS 1                                       8,762,905       43,473,062
--------------------------------------------------------------------------------
REAL ESTATE--4.2%
Cyrela Brazil
Realty SA
Empreendimentos
e Participacoes                                        394,000        2,089,521
--------------------------------------------------------------------------------
Cyrela Brazil
Realty SA, GDR 4                                       435,720       22,875,300
--------------------------------------------------------------------------------
Hang Lung
Development Co.                                     15,594,000       29,295,246
--------------------------------------------------------------------------------
Henderson Land
Development
Co. Ltd.                                             6,522,000       32,477,196
--------------------------------------------------------------------------------
IRSA Inversiones y
Representaciones SA,
Sponsored GDR 2                                        586,200        7,122,330
--------------------------------------------------------------------------------
Medinet Nasr
for Housing &
Development Co. 1                                    1,316,496       10,692,332
--------------------------------------------------------------------------------
Midland
Holdings Ltd.                                       31,122,000       18,127,199
--------------------------------------------------------------------------------
SM Prime
Holdings, Inc.                                     447,005,396       56,568,682
--------------------------------------------------------------------------------
Solidere, GDR 2,4                                    2,063,978       27,347,709
                                                                ----------------
                                                                    206,595,515

--------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--1.5%
Housing
Development
Finance Corp. Ltd.                                   3,546,200       72,885,385


                    22 | OPPENHEIMER DEVELOPING MARKETS FUND



                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
HEALTH CARE--2.7%
--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--0.5%
Diagnosticos da
America 2                                            2,139,100  $    26,128,421
--------------------------------------------------------------------------------
PHARMACEUTICALS--2.2%
Cipla Ltd.                                           2,822,573       21,913,809
--------------------------------------------------------------------------------
Divi's Laboratories
Ltd. 1                                                 796,149       27,597,411
--------------------------------------------------------------------------------
Ranbaxy
Laboratories Ltd.                                    1,425,950       17,014,231
--------------------------------------------------------------------------------
Sun Pharmaceutical
Industries Ltd.                                      2,672,963       38,016,486
                                                                ----------------
                                                                    104,541,937

--------------------------------------------------------------------------------
INDUSTRIALS--6.4%
--------------------------------------------------------------------------------
AEROSPACE & DEFENSE--1.4%
Empresa Brasileira
de Aeronautica SA                                    2,282,000       15,171,379
--------------------------------------------------------------------------------
Empresa Brasileira
de Aeronautica SA,
Preference                                           6,070,500       54,446,487
                                                                ----------------
                                                                     69,617,866

--------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.7%
Sinotrans Ltd. 1                                    91,900,000       32,223,209
--------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--0.0%
Taiwan Secom                                           520,000          703,389
--------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--0.8%
GS Engineering &
Construction Corp.                                     327,580       12,093,070
--------------------------------------------------------------------------------
Hyundai
Development Co.                                        465,220       12,488,257
--------------------------------------------------------------------------------
Kyeryong
Construction
Industrial Co. Ltd. 1                                  657,218       16,198,401
                                                                ----------------
                                                                     40,779,728

--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.4%
Bharat Heavy
Electricals Ltd.                                       874,892       21,237,867
--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--0.6%
LG Chemical Ltd.                                       710,680       16,639,807

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES Continued
Murray & Roberts
Holdings Ltd.                                        4,000,000  $    10,085,352
                                                                ----------------
                                                                     26,725,159

--------------------------------------------------------------------------------
MACHINERY--2.2%
Hyundai Heavy
Industries Co. Ltd.                                    756,850       50,745,155
--------------------------------------------------------------------------------
Larsen & Toubro
Ltd.                                                 1,795,931       54,375,610
                                                                ----------------
                                                                    105,120,765

--------------------------------------------------------------------------------
ROAD & RAIL--0.3%
All America Latina
Logistica                                              420,820       14,247,533
--------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--0.0%
LG International
Corp.                                                  137,160        1,724,458
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--8.1%
--------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--3.5%
Benq Corp.                                          59,025,592       55,351,563
--------------------------------------------------------------------------------
High Tech
Computer Corp.                                       3,850,400       42,526,104
--------------------------------------------------------------------------------
Lite-On Technology
Corp.                                               35,129,075       36,308,983
--------------------------------------------------------------------------------
Quanta Computer,
Inc.                                                22,630,650       36,116,438
                                                                ----------------
                                                                    170,303,088

--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.8%
Synnex Technology
International Corp.                                 25,633,080       30,446,620
--------------------------------------------------------------------------------
Varitronix
International Ltd.                                  11,577,000        8,118,566
                                                                ----------------
                                                                     38,565,186

--------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--1.0%
NCsoft Corp. 2                                          57,844        4,026,899
--------------------------------------------------------------------------------
NHN Corp. 2                                            323,875       44,890,847
                                                                ----------------
                                                                     48,917,746


                    23 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
IT SERVICES--2.1%
Flextronics Software
Systems Ltd.                                         1,259,205  $    19,097,585
--------------------------------------------------------------------------------
HCL Technologies
Ltd.                                                 4,118,600       42,420,878
--------------------------------------------------------------------------------
Tata Consultancy
Services Ltd.                                        1,343,360       42,897,505
                                                                ----------------
                                                                    104,415,968

--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--0.7%
Mtekvision Co. Ltd. 1                                  823,668       24,208,101
--------------------------------------------------------------------------------
Telechips, Inc. 1                                      608,145        9,805,358
                                                                ----------------
                                                                     34,013,459

--------------------------------------------------------------------------------
MATERIALS--8.0%
--------------------------------------------------------------------------------
CHEMICALS--1.2%
Asian Paints Ltd.                                    2,248,000       24,555,666
--------------------------------------------------------------------------------
Finetec Corp. 1                                      1,538,406       18,636,822
--------------------------------------------------------------------------------
Petkim Petrokimya
Holding AS 2                                         3,787,990       16,725,545
                                                                ----------------
                                                                     59,918,033

--------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--1.3%
Cemex SA de CV,
Sponsored ADR                                        1,274,594       60,759,896
--------------------------------------------------------------------------------
METALS & MINING--5.5%
Anglo Platinum Ltd.                                    983,100       47,967,401
--------------------------------------------------------------------------------
Companhia de
Minas Buenaventura
SA, Sponsored ADR                                      193,400        4,798,254
--------------------------------------------------------------------------------
Companhia
Siderurgica Nacional
SA, Sponsored ADR                                    3,147,100       60,927,856
--------------------------------------------------------------------------------
Companhia Vale
do Rio Doce,
Sponsored ADR                                        2,810,000       84,300,000
--------------------------------------------------------------------------------
Impala Platinum
Holdings Ltd.                                          279,000       29,374,628
--------------------------------------------------------------------------------
PT Aneka
Tambang Tbk 1                                      178,972,100       39,232,018
                                                                ----------------
                                                                    266,600,157

                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--10.3%
--------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--3.6%
Contax
Participacoes SA 2                                   3,222,585  $     2,310,636
--------------------------------------------------------------------------------
Magyar Telekom                                       7,922,175       40,032,710
--------------------------------------------------------------------------------
PT Telekomunikasi
Indonesia Tbk                                      137,215,000       67,572,487
--------------------------------------------------------------------------------
Tele Norte Leste
Participacoes SA                                     3,222,585       65,436,113
                                                                ----------------
                                                                    175,351,946

--------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--6.7%
America Movil SA
de CV, Series L                                      1,320,000       29,040,000
--------------------------------------------------------------------------------
Orascom Telecom
Holding SAE                                            482,695       45,445,365
--------------------------------------------------------------------------------
Shin Corp. Public Co.
Ltd. (Holding Co.)                                  55,114,700       50,803,119
--------------------------------------------------------------------------------
SK Telecom Co. Ltd.                                    158,750       29,049,813
--------------------------------------------------------------------------------
SK Telecom Co.
Ltd., ADR                                            3,509,300       74,607,718
--------------------------------------------------------------------------------
Turkcell Iletisim
Hizmetleri AS, ADR                                   3,502,913       47,044,122
--------------------------------------------------------------------------------
Vodafone Egypt
Telecommunications
Co. SAE                                              3,209,320       48,205,818
                                                                ----------------
                                                                    324,195,955

--------------------------------------------------------------------------------
UTILITIES--3.1%
--------------------------------------------------------------------------------
ELECTRIC UTILITIES--2.6%
Centrais Electricas
Brasileiras SA,
Preference, Cl. B                                1,336,081,000       17,855,983
--------------------------------------------------------------------------------
Companhia
Energetica de
Minas Gerais,
Preference                                       1,936,121,000       68,170,845
--------------------------------------------------------------------------------
Eletropaulo
Metropolitana SA 2                                 795,831,800       30,182,183
--------------------------------------------------------------------------------
National Thermal
Power Corp. Ltd.                                     5,302,419       12,330,628
                                                                ----------------
                                                                    128,539,639


                    24 | OPPENHEIMER DEVELOPING MARKETS FUND



                                                                          VALUE
                                                        SHARES       SEE NOTE 1
--------------------------------------------------------------------------------
GAS UTILITIES--0.5%
Gail India Ltd.                                      3,237,690  $    17,193,740
--------------------------------------------------------------------------------
Transportadora
de Gas del Sur SA,
Cl. B 2,3                                            6,000,000        7,501,932
                                                                ----------------
                                                                     24,695,672
                                                                ----------------

Total Common Stocks
(Cost $3,399,265,855)                                             4,694,961,665

                                                     PRINCIPAL
                                                        AMOUNT
--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES--0.0%
--------------------------------------------------------------------------------
Trent Ltd., 2% Sec.
Debs., 7/7/10 3 [INR]
(Cost $743,371)                                    $32,425,500          648,142

                                                         UNITS
--------------------------------------------------------------------------------
RIGHTS, WARRANTS AND CERTIFICATES--0.0%
--------------------------------------------------------------------------------
Trent Ltd. Wts.,
Exp. 1/7/10 2
(Cost $0)                                               63,757          593,762

                                                     PRINCIPAL            VALUE
                                                        AMOUNT       SEE NOTE 1
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.4%
--------------------------------------------------------------------------------
Undivided interest of 26.83% in joint repurchase
agreement (Principal Amount/Value $438,604,000,
with a maturity value of $438,647,129) with
UBS Warburg LLC, 3.54%, dated 8/31/05, to
be repurchased at $117,671,570 on 9/1/05,
collateralized by Federal National
Mortgage Assn., 6%, 4/1/35,
with a value of $447,924,090
(Cost $117,660,000)                               $117,660,000  $   117,660,000
--------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $3,517,669,226)                                     98.7%   4,813,863,569
--------------------------------------------------------------------------------
OTHER ASSETS
NET OF LIABILITIES                                         1.3       61,665,193
                                                  ------------------------------
NET ASSETS                                               100.0% $ 4,875,528,762
                                                  ==============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

PRINCIPAL AMOUNT IS REPORTED IN U.S. DOLLARS, EXCEPT FOR THOSE DENOTED IN THE
FOLLOWING CURRENCIES:

INR   Indian Rupee

1. 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, 2005.
The aggregate fair value of securities of affiliated companies held by the Fund
as of August 31, 2005 amounts to $737,023,598. Transactions during the period in
which the issuer was an affiliate are as follows:



                                                           SHARES                                       SHARES
                                                       AUGUST 31,        GROSS           GROSS      AUGUST 31,
                                                             2004    ADDITIONS      REDUCTIONS            2005
--------------------------------------------------------------------------------------------------------------

Able C&C                                                       --      537,778              --         537,778
Aksigorta AS                                        8,762,905,700           --   8,754,142,795**     8,762,905
Amtek Auto Ltd.                                                --    7,296,853              --       7,296,853
Banco Latinoamericano de Exportaciones SA, Cl. E          405,000    3,400,885              --       3,805,885
Brazil Realty SA Empreendimentos e Participacoes          394,000           --         394,000****          --
Brazil Realty SA, GDR                                     435,720           --         435,720****          --
Coca-Cola Femsa SA de CV, Sponsored ADR                   543,450      816,550              --       1,360,000
Companhia Brasileira de Distribuicao Grupo Pao de
Acucar, Sponsored ADR                                   1,461,600    1,430,500              --       2,892,100
Corporacion GEO SA de CV, Series B                     28,530,000      385,000              --      28,915,000
Courts (Singapore) Ltd.                                10,700,000      725,000              --      11,425,000
Divi's Laboratories Ltd.                                  381,652      573,014         158,517         796,149
Finetec Corp.                                                  --    1,538,406              --       1,538,406
GS Home Shopping, Inc.                                    687,900       10,392              --         698,292
Hyundai Autonet Co. Ltd.*                              10,200,000           --       6,300,435       3,899,565
Kiatnakin Finance Public Co. Ltd.                       5,399,920   20,318,300              --      25,718,220



                    25 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

FOOTNOTES TO STATEMENT OF INVESTMENTS Continued



                                                                   SHARES                                            SHARES
                                                               AUGUST 31,           GROSS          GROSS         AUGUST 31,
                                                                     2004       ADDITIONS     REDUCTIONS               2005
----------------------------------------------------------------------------------------------------------------------------

Kyeryong Construction Industrial Co. Ltd.                              --         657,218             --            657,218
Lojas Americanas SA, Preference                             2,226,500,000              --             --      2,226,500,000
Medinet Nasr for Housing & Development Co.                      1,060,000         256,496             --          1,316,496
Mtekvision Co. Ltd.                                                    --         823,668             --            823,668
PT Aneka Tambang Tbk                                          135,094,900      43,877,200             --        178,972,100
PT Hero Supermarket Tbk                                        20,000,000              --     20,000,000***              --
Sinotrans Ltd.                                                 76,500,000      15,400,000             --         91,900,000
Ssangyong Motor Co.                                                    --       7,796,210             --          7,796,210
Telechips, Inc.                                                        --         608,145             --            608,145
United Breweries Holdings Ltd.                                  1,850,000          76,239        460,515          1,465,724
United Breweries Ltd.                                           1,462,826          21,270        764,107***         719,989




                                                                                    VALUE       DIVIDEND           REALIZED
                                                                               SEE NOTE 1         INCOME        GAIN (LOSS)
----------------------------------------------------------------------------------------------------------------------------

Able C&C                                                                    $  15,455,043   $         --       $         --
Aksigorta AS                                                                   43,473,062      1,774,766                 --
Amtek Auto Ltd.                                                                36,894,480             --                 --
Banco Latinoamericano de Exportaciones SA, Cl. E                               65,232,869      3,529,953                 --
Brazil Realty SA Empreendimentose Participacoes                                        --        102,730                 --
Brazil Realty SA, GDR                                                                  --      1,140,845                 --
Coca-Cola Femsa SA de CV, Sponsored ADR                                        36,720,000        394,493                 --
Companhia Brasileira de Distribuicao Grupo Pao de Acucar,
Sponsored ADR                                                                  69,468,242        631,628                 --
Corporacion GEO SA de CV, Series B                                             80,386,657             --                 --
Courts (Singapore) Ltd.                                                         3,872,881        101,651                 --
Divi's Laboratories Ltd.                                                       27,597,411        146,267           (636,198)
Finetec Corp.                                                                  18,636,822             --                 --
GS Home Shopping, Inc.                                                         65,309,308      1,680,341                 --
Hyundai Autonet Co. Ltd.*                                                              --*       724,670          1,846,491
Kiatnakin Finance Public Co. Ltd.                                              17,386,702        929,055                 --
Kyeryong Construction Industrial Co. Ltd.                                      16,198,401             --                 --
Lojas Americanas SA, Preference                                                40,893,163        456,295                 --
Medinet Nasr for Housing & Development Co.                                     10,692,332        471,816                 --
Mtekvision Co. Ltd.                                                            24,208,101             --                 --
PT Aneka Tambang Tbk                                                           39,232,018      2,279,300                 --
PT Hero Supermarket Tbk                                                                --             --          3,986,401
Sinotrans Ltd.                                                                 32,223,209        655,442                 --
Ssangyong Motor Co.                                                            55,269,393             --                 --
Telechips, Inc.                                                                 9,805,358             --                 --
United Breweries Holdings Ltd.                                                 17,522,388             --          3,844,837
United Breweries Ltd.                                                          10,545,758         74,352          8,264,046
                                                                            ------------------------------------------------
                                                                            $ 737,023,598   $ 15,093,604       $ 17,305,577
                                                                            ================================================


* No longer an affiliate as of August 31, 2005.

** Due to share revaluation.

*** Result of a tender offer.

**** Result of a conversion.


                    26 | OPPENHEIMER DEVELOPING MARKETS FUND



2. Non-income producing security.

3. Illiquid security. The aggregate value of illiquid securities as of August
31, 2005 was $17,067,292, which represents 0.35% of the Fund's net assets. 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 $65,012,196 or 1.33% of the Fund's net
assets as of August 31, 2005.

DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:

GEOGRAPHIC HOLDINGS                                        VALUE        PERCENT
--------------------------------------------------------------------------------
Korea, Republic of South                         $   857,616,128           17.8%
Brazil                                               795,232,325           16.5
India                                                783,436,707           16.3
Mexico                                               381,260,860            7.9
Taiwan                                               272,360,193            5.7
Indonesia                                            206,010,507            4.3
South Africa                                         192,349,468            4.0
Egypt                                                166,799,770            3.5
Turkey                                               159,507,908            3.3
Hong Kong                                            156,406,534            3.2
United States                                        140,535,300            2.9
United Kingdom                                       118,959,957            2.5
Thailand                                             103,662,750            2.1
Philippines                                           79,233,276            1.6
Panama                                                65,232,869            1.4
Israel                                                61,394,751            1.3
China                                                 53,866,708            1.1
Hungary                                               45,806,810            0.9
Singapore                                             32,587,748            0.7
Greece                                                27,477,648            0.6
Lebanon                                               27,347,709            0.6
Portugal                                              23,499,884            0.5
Norway                                                23,481,553            0.5
Bermuda                                               20,373,690            0.4
Argentina                                             14,624,262            0.3
Peru                                                   4,798,254            0.1
                                                 -------------------------------
Total                                            $ 4,813,863,569          100.0%
                                                 ===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    27 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENT OF ASSETS AND LIABILITIES  August 31, 2005
--------------------------------------------------------------------------------


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

ASSETS
--------------------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $3,003,195,657)                                           $  4,076,839,971
Affiliated companies (cost $514,473,569)                                                    737,023,598
                                                                                       -----------------
                                                                                          4,813,863,569
--------------------------------------------------------------------------------------------------------
Cash                                                                                            535,077
--------------------------------------------------------------------------------------------------------
Cash--foreign currencies (cost $25,350,375)                                                  24,731,108
--------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                                             41,460,402
Shares of beneficial interest sold                                                           31,097,805
Interest and dividends                                                                       10,312,673
Other                                                                                            39,225
                                                                                       -----------------
Total assets                                                                              4,922,039,859

--------------------------------------------------------------------------------------------------------
LIABILITIES
--------------------------------------------------------------------------------------------------------
Unrealized depreciation on foreign currency contracts                                           705,461
--------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                                        23,478,522
Shares of beneficial interest redeemed                                                       10,791,942
Foreign capital gains tax                                                                     7,358,429
Distribution and service plan fees                                                            1,875,717
Transfer and shareholder servicing agent fees                                                   716,117
Shareholder communications                                                                      255,067
Trustees' compensation                                                                          162,113
Other                                                                                         1,167,729
                                                                                       -----------------
Total liabilities                                                                            46,511,097

--------------------------------------------------------------------------------------------------------
NET ASSETS                                                                             $  4,875,528,762
                                                                                       =================

--------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------------------------------
Paid-in capital                                                                        $  3,440,112,545
--------------------------------------------------------------------------------------------------------
Accumulated net investment income                                                            20,945,106
--------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency transactions              126,789,431
--------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities
denominated in foreign currencies                                                         1,287,681,680
                                                                                       -----------------
NET ASSETS                                                                             $  4,875,528,762
                                                                                       =================



                    28 | OPPENHEIMER DEVELOPING MARKETS FUND





--------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
--------------------------------------------------------------------------------------------------------

Class A Shares:
Net asset value and redemption price per share (based on net assets of $4,104,557,607 and
131,946,149 shares of beneficial interest outstanding)                                            $31.11
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)   $33.01
--------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $222,722,673 and 7,234,870 shares
of beneficial interest outstanding)                                                               $30.78
--------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $450,012,521 and 14,759,082 shares
of beneficial interest outstanding)                                                               $30.49
--------------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $98,235,961 and 3,203,202 shares
of beneficial interest outstanding)                                                               $30.67


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    29 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENT OF OPERATIONS  For the Year Ended August 31, 2005
--------------------------------------------------------------------------------


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

INVESTMENT INCOME
----------------------------------------------------------------------------------------
Interest                                                                  $   1,996,581
----------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $9,609,737)      94,992,622
Affiliated companies (net of foreign withholding taxes of $1,025,402)        15,093,604
                                                                          --------------
Total investment income                                                     112,082,807

----------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------
Management fees                                                              28,509,383
----------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                       6,377,827
Class B                                                                       1,690,042
Class C                                                                       2,935,327
Class N                                                                         278,519
----------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                       5,428,234
Class B                                                                         393,259
Class C                                                                         513,240
Class N                                                                         194,665
----------------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                         277,405
Class B                                                                          46,439
Class C                                                                          43,587
Class N                                                                           4,053
----------------------------------------------------------------------------------------
Custodian fees and expenses                                                   3,208,081
----------------------------------------------------------------------------------------
Trustees' compensation                                                          129,774
----------------------------------------------------------------------------------------
Other                                                                           335,131
                                                                          --------------
Total expenses                                                               50,364,966
Less reduction to custodian expenses                                            (40,020)
Less waivers and reimbursements of expenses                                      (6,677)
                                                                          --------------
Net expenses                                                                 50,318,269

----------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                        61,764,538



                    30 | OPPENHEIMER DEVELOPING MARKETS FUND





-----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
-----------------------------------------------------------------------------------------

Net realized gain on:
Investments:
  Unaffiliated companies                                                  $   117,403,113
  Affiliated companies                                                         17,305,577
Foreign currency transactions                                                  26,189,952
                                                                          ---------------
Net realized gain                                                             160,898,642
-----------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments (net of foreign capital gains tax of $7,358,429)                  926,658,556
Translation of assets and liabilities denominated in foreign currencies        25,818,451
                                                                          ---------------
Net change in unrealized appreciation                                         952,477,007

-----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                      $ 1,175,140,187
                                                                          ===============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    31 | OPPENHEIMER DEVELOPING MARKETS FUND



STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------



YEAR ENDED AUGUST 31,                                                    2005               2004
-------------------------------------------------------------------------------------------------

OPERATIONS
-------------------------------------------------------------------------------------------------
Net investment income                                        $     61,764,538   $     20,907,438
-------------------------------------------------------------------------------------------------
Net realized gain                                                 160,898,642         44,208,693
-------------------------------------------------------------------------------------------------
Net change in unrealized appreciation                             952,477,007        202,119,765
                                                             ------------------------------------
Net increase in net assets resulting from operations            1,175,140,187        267,235,896

-------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
-------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A                                                           (31,307,183)       (27,952,368)
Class B                                                              (879,176)        (2,748,497)
Class C                                                            (1,898,747)        (3,209,280)
Class N                                                              (545,843)          (455,621)
-------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A                                                           (10,889,372)                --
Class B                                                              (742,531)                --
Class C                                                            (1,173,811)                --
Class N                                                              (217,007)                --

-------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
-------------------------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial
interest transactions:
Class A                                                         1,608,133,391        774,658,690
Class B                                                            42,129,047         13,494,351
Class C                                                           173,879,187         76,067,428
Class N                                                            53,161,881         14,703,179

-------------------------------------------------------------------------------------------------
NET ASSETS
-------------------------------------------------------------------------------------------------
Total increase                                                  3,004,790,023      1,111,793,778
-------------------------------------------------------------------------------------------------
Beginning of period                                             1,870,738,739        758,944,961
                                                             ------------------------------------
End of period (including accumulated net investment income
(loss) of $20,945,106 and $(7,081,902), respectively)        $  4,875,528,762   $  1,870,738,739
                                                             ====================================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    32 | OPPENHEIMER DEVELOPING MARKETS FUND



FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



CLASS A  YEAR ENDED AUGUST 31,                2005           2004         2003        2002        2001
--------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $     21.09    $     16.92    $   13.43   $   12.93   $   16.85
--------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                          .55 1          .48          .19         .25         .21
Net realized and unrealized gain
(loss)                                        9.97           4.31         3.50         .45       (3.54)
                                       -----------------------------------------------------------------
Total from investment operations             10.52           4.79         3.69         .70       (3.33)
--------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income          (.37)          (.62)        (.20)       (.20)       (.20)
Distributions from net realized gain          (.13)            --           --          --        (.39)
                                       -----------------------------------------------------------------
Total dividends and/or distributions
to shareholders                               (.50)          (.62)        (.20)       (.20)       (.59)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period         $     31.11    $     21.09    $   16.92   $   13.43   $   12.93
                                       =================================================================

--------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2           50.42%         28.61%       27.93%       5.44%     (20.08)%
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 4,104,558    $ 1,549,854    $ 588,450   $ 337,405   $ 167,178
--------------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 2,739,224    $ 1,145,452    $ 374,841   $ 257,746   $ 153,027
--------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                         2.01%          1.64%        1.42%       1.91%       1.76%
Total expenses                                1.43%          1.52%        1.81%       1.81%       1.69%
Expenses after payments and waivers
and reduction to custodian expenses            N/A 4          N/A 4       1.76%       1.77%        N/A 4
--------------------------------------------------------------------------------------------------------
Portfolio turnover rate                         28%            15%           6%         10%         16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

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.


                    33 | OPPENHEIMER DEVELOPING MARKETS FUND



FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS B  YEAR ENDED AUGUST 31,              2005         2004          2003       2002       2001
---------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $   20.87    $   16.79      $  13.32   $  12.82   $  16.70
---------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                        .31 1        .12           .09        .15        .12
Net realized and unrealized gain
(loss)                                      9.88         4.46          3.47        .44      (3.53)
                                       ------------------------------------------------------------
Total from investment operations           10.19         4.58          3.56        .59      (3.41)
---------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income        (.15)        (.50)         (.09)      (.09)      (.08)
Distributions from net realized gain        (.13)          --            --         --       (.39)
                                       ------------------------------------------------------------
Total dividends and/or distributions
to shareholders                             (.28)        (.50)         (.09)      (.09)      (.47)
---------------------------------------------------------------------------------------------------
Net asset value, end of period         $   30.78    $   20.87      $  16.79   $  13.32   $  12.82
                                       ============================================================

---------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2         49.14%       27.50%        26.98%      4.61%    (20.67)%
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 222,723    $ 119,749      $ 84,705   $ 63,005   $ 45,393
---------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 169,763    $ 117,271      $ 62,676   $ 54,744   $ 48,135
---------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                       1.15%        0.61%         0.66%      1.14%      0.92%
Total expenses                              2.24%        2.41%         2.67%      2.58%      2.46%
Expenses after payments and waivers
and reduction to custodian expenses          N/A 4        N/A 4,5      2.52%      2.54%       N/A 4
---------------------------------------------------------------------------------------------------
Portfolio turnover rate                       28%          15%            6%        10%        16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    34 | OPPENHEIMER DEVELOPING MARKETS FUND





CLASS C  YEAR ENDED AUGUST 31,              2005         2004        2003       2002       2001
-------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------
Net asset value, beginning of period   $   20.70    $   16.67    $  13.25   $  12.78   $  16.68
-------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                        .34 1        .31         .10        .17        .12
Net realized and unrealized gain
(loss)                                      9.79         4.25        3.44        .41      (3.52)
                                       ----------------------------------------------------------
Total from investment operations           10.13         4.56        3.54        .58      (3.40)
-------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income        (.21)        (.53)       (.12)      (.11)      (.11)
Distributions from net realized gain        (.13)          --          --         --       (.39)
                                       ----------------------------------------------------------
Total dividends and/or distributions
to shareholders                             (.34)        (.53)       (.12)      (.11)      (.50)
-------------------------------------------------------------------------------------------------
Net asset value, end of period         $   30.49    $   20.70    $  16.67   $  13.25   $  12.78
                                       ==========================================================

-------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2         49.29%       27.60%      27.05%      4.54%    (20.68)%
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                             $ 450,012    $ 175,025    $ 77,081   $ 46,722   $ 20,864
-------------------------------------------------------------------------------------------------
Average net assets (in thousands)      $ 294,791    $ 145,460    $ 52,236   $ 33,334   $ 19,646
-------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                       1.28%        0.83%       0.66%      1.15%      0.94%
Total expenses                              2.17%        2.31%       2.57%      2.57%      2.46%
Expenses after payments and waivers
and reduction to custodian expenses          N/A 4        N/A 4      2.52%      2.53%       N/A 4
-------------------------------------------------------------------------------------------------
Portfolio turnover rate                       28%          15%          6%        10%        16%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. 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.

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.


                    35 | OPPENHEIMER DEVELOPING MARKETS FUND



FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS N  YEAR ENDED AUGUST 31,                2005        2004      2003      2002      2001 1
----------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------
Net asset value, beginning of period      $  20.84    $  16.77   $ 13.36   $ 12.91   $ 15.26
----------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income                          .45 2       .45       .22       .32       .05
Net realized and unrealized gain (loss)       9.83        4.22      3.41       .34     (2.40)
                                          ----------------------------------------------------
Total from investment operations             10.28        4.67      3.63       .66     (2.35)
----------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income          (.32)       (.60)     (.22)     (.21)       --
Distributions from net realized gain          (.13)         --        --        --        --
                                          ----------------------------------------------------
Total dividends and/or distributions
to shareholders                               (.45)       (.60)     (.22)     (.21)       --
----------------------------------------------------------------------------------------------
Net asset value, end of period            $  30.67    $  20.84   $ 16.77   $ 13.36   $ 12.91
                                          ====================================================

----------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3           49.84%      28.16%    27.73%     5.13%   (15.40)%
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------
Net assets, end of period (in
thousands)                                $ 98,236    $ 26,110   $ 8,709   $ 1,741   $    77
----------------------------------------------------------------------------------------------
Average net assets (in thousands)         $ 57,727    $ 18,770   $ 4,196   $   686   $    35
----------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                         1.67%       1.31%     1.27%     1.68%     1.63%
Total expenses                                1.82%       1.99%     2.08%     2.04%     1.96%
Expenses after payments and waivers and
reduction to custodian expenses               1.80%       1.88%     1.99%     2.00%      N/A 5
----------------------------------------------------------------------------------------------
Portfolio turnover rate                         28%         15%        6%       10%       16%


1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. 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.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    36 | 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 with respect to the Fund in
general and exclusive voting rights on matters that affect that class alone.
Earnings, net assets and net asset value per share may differ due to each class
having its own expenses, such as transfer and shareholder servicing agent fees
and shareholder communications, directly attributable to that class. Class 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. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities listed
or traded on National Stock Exchanges or other domestic 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 traded on foreign exchanges are valued based on the last sale price
on the principal exchange on which the security is traded, in the country that
is identified by the portfolio pricing service, prior to the time when the
Fund's assets are valued. In the absence of a sale, the security is valued at
the official closing price on the principal exchange. Corporate, government and
municipal debt instruments having a remaining maturity in excess of sixty days
and all mortgage-backed securities will be valued at the mean between the "bid"
and "asked" prices. Futures contracts traded on a commodities or futures
exchange will be valued at the final settlement price or official closing price
on the principal exchange as reported by such principal exchange at its trading
session ending at, or most recently prior to, the time when the Fund's assets
are valued. Securities may be valued primarily


                    37 | OPPENHEIMER DEVELOPING MARKETS FUND



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

using dealer-supplied valuations or a portfolio pricing service authorized by
the Board of Trustees. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value.
Foreign and domestic securities whose values have been materially affected by
what the Manager identifies as a significant event occurring before the Fund's
assets are valued but after the close of their respective exchanges will be fair
valued. 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. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.

      Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.

      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. 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


                    38 | OPPENHEIMER DEVELOPING MARKETS FUND



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 securities and other investments for
federal income tax purposes.

                                                            NET UNREALIZED
                                                              APPRECIATION
                                                          BASED ON COST OF
                                                            SECURITIES AND
    UNDISTRIBUTED    UNDISTRIBUTED        ACCUMULATED    OTHER INVESTMENTS
    NET INVESTMENT       LONG-TERM               LOSS   FOR FEDERAL INCOME
    INCOME                    GAIN   CARRYFORWARD 1,2         TAX PURPOSES
    ----------------------------------------------------------------------
    $109,972,513       $91,368,100                $--       $1,234,229,624

1. During the fiscal year ended August 31, 2005, the Fund did not utilize any
capital loss carryforward.

2. During the fiscal year ended August 31, 2004, the Fund utilized $19,295,605
of capital loss carryforward to offset capital gains realized in that fiscal
year.

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, 2005. Net assets of the
Fund were unaffected by the reclassifications.

                                   INCREASE TO                REDUCTION TO
                                   ACCUMULATED             ACCUMULATED NET
    INCREASE TO                 NET INVESTMENT               REALIZED GAIN
    PAID-IN CAPITAL                     INCOME            ON INVESTMENTS 3
    ----------------------------------------------------------------------
    $19,251,646                       $893,419                 $20,145,065

3. $19,251,646, including $13,658,274 of long-term capital gain, was distributed
in connection with Fund share redemptions.


                    39 | OPPENHEIMER DEVELOPING MARKETS FUND



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

The tax character of distributions paid during the years ended August 31, 2005
and August 31, 2004 was as follows:

                                          YEAR ENDED        YEAR ENDED
                                     AUGUST 31, 2005   AUGUST 31, 2004
          ------------------------------------------------------------
          Distributions paid from:
          Ordinary income            $    34,630,949   $    34,365,766
          Long-term capital gain          13,022,721                --
                                     ---------------------------------
          Total                      $    47,653,670   $    34,365,766
                                     =================================

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of August 31, 2005 are noted below. The primary
difference between book and tax appreciation or depreciation of securities and
other investments, if applicable, is attributable to the tax deferral of losses
or tax realization of financial statement unrealized gain or loss.

          Federal tax cost of securities              $ 3,571,773,446
          Federal tax cost of other investments             1,095,698
                                                      ----------------
          Total federal tax cost                      $ 3,572,869,144
                                                      ================
          Gross unrealized appreciation               $ 1,326,705,935
          Gross unrealized depreciation                   (92,476,311)
                                                      ----------------
          Net unrealized appreciation                 $ 1,234,229,624
                                                      ================

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, 2005, the Fund's projected benefit obligations were increased by $70,758 and
payments of $933 were made to retired trustees, resulting in an accumulated
liability of $123,592 as of August 31, 2005.

      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.
For purposes of determining the amount owed to the Trustee under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Trustee. The
Fund purchases shares of the funds selected for deferral by the Trustee in
amounts equal to his or her deemed investment, resulting in a Fund asset equal
to the deferred compensation liability. Such assets are included as a component
of "Other" within the asset section of the Statement of Assets and Liabilities.
Deferral of trustees' fees under the plan will not affect the net assets of the
Fund, and


                    40 | OPPENHEIMER DEVELOPING MARKETS FUND



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.

--------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.

--------------------------------------------------------------------------------
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 U.S. generally
accepted accounting principles 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.

--------------------------------------------------------------------------------
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, 2005     YEAR ENDED AUGUST 31, 2004
                                SHARES           AMOUNT         SHARES          AMOUNT
---------------------------------------------------------------------------------------

CLASS A
Sold                        88,754,718   $2,427,698,410     63,139,029  $1,266,479,821
Dividends and/or
distributions reinvested     1,371,503       34,603,027      1,184,139      23,007,783
Redeemed                   (31,652,270)    (854,168,046) 1 (25,627,852)   (514,828,914)
                           ------------------------------------------------------------
Net increase                58,473,951   $1,608,133,391     38,695,316  $  774,658,690
                           ============================================================



                    41 | OPPENHEIMER DEVELOPING MARKETS FUND



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST Continued



                             YEAR ENDED AUGUST 31, 2005     YEAR ENDED AUGUST 31, 2004
                                SHARES           AMOUNT         SHARES          AMOUNT
---------------------------------------------------------------------------------------

CLASS B
Sold                         2,990,642   $   82,326,626      2,655,996  $   52,882,450
Dividends and/or
distributions reinvested        57,208        1,437,052        126,635       2,449,139
Redeemed                    (1,550,934)     (41,634,631) 1  (2,090,223)    (41,837,238)
                           ------------------------------------------------------------
Net increase                 1,496,916   $   42,129,047        692,408  $   13,494,351
                           ============================================================

---------------------------------------------------------------------------------------
CLASS C
Sold                         8,093,292   $  221,658,558      5,461,597  $  108,717,047
Dividends and/or
distributions reinvested       103,479        2,573,527        143,023       2,741,763
Redeemed                    (1,891,282)     (50,352,898) 1  (1,775,168)    (35,391,382)
                           ------------------------------------------------------------
Net increase                 6,305,489   $  173,879,187      3,829,452  $   76,067,428
                           ============================================================

---------------------------------------------------------------------------------------
CLASS N
Sold                         2,555,275   $   69,740,342      1,134,305  $   22,542,746
Dividends and/or
distributions reinvested        30,025          749,123         23,641         454,865
Redeemed                      (634,917)     (17,327,584) 1    (424,467)     (8,294,432)
                           ------------------------------------------------------------
Net increase                 1,950,383   $   53,161,881        733,479  $   14,703,179
                           ============================================================


1. Net of redemption fees of $67,827, $4,203, $7,299 and $1,429 for Class A,
Class B, Class C and Class N, respectively.

--------------------------------------------------------------------------------
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, 2005, were as
follows:

                                         PURCHASES           SALES
           -------------------------------------------------------
           Investment securities    $2,662,985,902    $866,035,327

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
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, 2005, the Fund paid
$6,220,598 to OFS for services to the Fund.


                    42 | OPPENHEIMER DEVELOPING MARKETS FUND



--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

--------------------------------------------------------------------------------
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 services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
years. Fees incurred by the Fund under the Plan are detailed in the Statement of
Operations.

--------------------------------------------------------------------------------
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 compensate the Distributor for its services in connection with the
distribution of those shares and servicing accounts. Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% per year on
Class B and Class C shares and 0.25% per year on Class N shares. The Distributor
also receives a service fee of 0.25% per year under each plan. If either the
Class B, Class C or Class N plan is terminated by the Fund or by the
shareholders of a class, the Board of Trustees and its independent trustees must
determine whether the Distributor shall be entitled to payment from the Fund of
all or a portion of the service fee and/or asset-based sales charge in respect
to shares sold prior to the effective date of such termination. The
Distributor's aggregate uncompensated expenses under the plan at August 31, 2005
for Class B, Class C and Class N shares were $2,437,994, $3,536,870 and
$624,099, respectively. Fees incurred by the Fund under the plans are detailed
in the Statement of Operations.

--------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the table below for the period indicated.



                                        CLASS A         CLASS B         CLASS C         CLASS N
                        CLASS A      CONTINGENT      CONTINGENT      CONTINGENT      CONTINGENT
                      FRONT-END        DEFERRED        DEFERRED        DEFERRED        DEFERRED
                  SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES
                    RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY
YEAR ENDED          DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR
-----------------------------------------------------------------------------------------------

August 31, 2005     $ 1,493,238           $ 349       $ 261,113        $ 89,216        $ 68,815



                    43 | OPPENHEIMER DEVELOPING MARKETS FUND



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. During the year ended August 31, 2005, OFS
waived $6,677 for Class N shares. This undertaking may be amended or withdrawn
at any time.

--------------------------------------------------------------------------------
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 gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of August 31, 2005, the Fund had outstanding foreign currency contracts as
follows:



                                                CONTRACT      VALUATION AS OF
                                EXPIRATION        AMOUNT           AUGUST 31,     UNREALIZED
CONTRACT DESCRIPTION                 DATES        (000S)                 2005   DEPRECIATION
--------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
Hong Kong Dollar [HKD]              9/1/05         4,620HKD   $       594,471   $         88
Indian Rupee [INR]                  9/1/05         3,871INR            87,922             49
Indonesia Rupiah [IDR]              9/1/05   140,445,376IDR        13,635,473         53,160
                                                                                ------------
                                                                                      53,297
                                                                                ------------
CONTRACTS TO SELL
Euro [EUR]                          9/1/05         7,962EUR         9,822,755         88,376
South African Rand [ZAR]            9/1/05       183,296ZAR        28,803,086        563,788
                                                                                ------------
                                                                                     652,164
                                                                                ------------
Total unrealized depreciation                                                   $    705,461
                                                                                ============


--------------------------------------------------------------------------------
6. ILLIQUID SECURITIES

As of August 31, 2005, 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 will not invest more than 10% of its net assets (determined at the time of
purchase and reviewed periodically) in illiquid


                    44 | OPPENHEIMER DEVELOPING MARKETS FUND



securities. Securities that are illiquid are marked with the applicable footnote
on the Statement of Investments.

--------------------------------------------------------------------------------
7. SUBSEQUENT EVENT

Effective September 2, 2005, the Fund will offer Class Y shares.

--------------------------------------------------------------------------------
8. LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") including the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005, and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

      The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.


                    45 | OPPENHEIMER DEVELOPING MARKETS FUND




                              Appendix A


         OppenheimerFunds Special Sales Charge Arrangements
                             and Waivers

        In certain cases, the initial sales charge that applies to purchases of
        Class A shares(2) 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.(3) 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 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 created or qualified under Sections 401(a) or
                      401(k) of the Internal Revenue Code,
                      2) non-qualified deferred compensation plans,
                      3) employee benefit plans(4) 4) Group Retirement Plans(5)
                      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."(6) 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 $5 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.
        |_|           Effective October 1, 2005, taxable accounts established
                      with the proceeds of Required Minimum Distributions from
                      Retirement Plans.

        B.   Waivers of the Class A Initial and Contingent Deferred Sales
             Charges in Certain Transactions.

        1.   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 or unit investment trusts for which
                      reinvestment arrangements have been made with the
                      Distributor.
        |_|           Shares purchased by certain Retirement Plans that are part
                      of a retirement plan or platform offered by banks,
                      broker-dealers, financial advisors or insurance companies,
                      or serviced by recordkeepers.
        |_|           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.
        |_| Shares purchased in amounts of less than $5.

        2.   Class A shares issued and purchased in the following transactions
             are not subject to sales charges (a dealer concession at the annual
             rate of 0.25% is paid by the Distributor on purchases made within
             the first 6 months of plan establishment):
        |_|           Retirement Plans that have $5 million or more in plan
                      assets.
        |_|           Retirement Plans with a single plan sponsor that have $5
                      million or more in aggregate assets invested in
                      Oppenheimer funds.

        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.(7)
                      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.(8) 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 (as defined
                      in the Internal Revenue Code).
        |_|           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 of Class C shares of an
                      Oppenheimer fund in amounts of $1
                      million or more requested in writing by
                      a Retirement Plan sponsor and submitted
                      more than 12 months after the
                      Retirement Plan's first purchase of
                      Class C shares, if the redemption
                      proceeds are invested to purchase Class
                      N shares of one or more Oppenheimer
                      funds.
        |_|           Distributions(9) 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.(10)
                      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.(11)
                      9)  On account of the participant's separation from
                          service.(12)
                      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 Concessi                                                               Initial Sales Charge as a % of Net Amount Invested
                      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 Wer
                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- & Mid- Cap Value Fund
             Oppenheimer Quest Balanced Fund
             Oppenheimer Quest International Value Fund, Inc. on
             Oppenheimer Quest Opportunity Value Fund                                          O

                 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 e
                      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 or Members                 Iast%aofSOfferingrPrice a % of  ffering 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 Core 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 AMT-Free Municipals, 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.







                                   Appendix B

                            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









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 10281-1008

Distributor
         OppenheimerFunds Distributor, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10281-1008

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270 Denver, Colorado 80217 1.800.CALL OPP (225.5677)

Custodian Bank
         JPMorgan Chase Bank
         4 Chase Metro Tech Center
         Brooklyn, New York 11245

Independent Registered Public Accounting Firm
         KPMG LLP
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
         Mayer, Brown, Rowe & Maw LLP
         1675 Broadway
         New York, New York 10019





PX785.001.1205



(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees/Directors" 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.
        (2) Certain waivers also apply to Class M shares of Oppenheimer
        Convertible Securities Fund. (3) 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.
        (4) 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.
        (5) 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.
        (6) 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. (7) This provision does not apply to IRAs.
        (8) This provision only applies to qualified retirement plans and
        403(b)(7) custodial plans after your separation from service in or after
        the year you reached age 55. (9) The distribution must be requested
        prior to Plan termination or the elimination of the Oppenheimer funds as
        an investment option under the Plan.
        (10) This provision does not apply to IRAs.
        (11) This provision does not apply to loans from 403(b)(7) custodial
        plans and loans from the OppenheimerFunds-sponsored Single K retirement
        plan. (12) 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

                                                     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.

       (iii) Amendment No. 2 to Amended and Restated Declaration of Trust dated
August 10, 2005: Filed herewith.

(b) By-Laws as amended through December 23, 2005: Filed herewith.

(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 January 1, 2005: Filed herewith.

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

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

(g) (i) Global Custody Agreement dated August 16, 2002: Previously filed with
Post-Effective Amendment No. 41 to the Registration Statement of Oppenheimer
Variable Account Funds (Reg. No. 2-93177), 4/28/03, and incorporated herein by
reference.

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

(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 Registered Public Accounting Firm's 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
April 15, 2004 pursuant to Rule 12b-1: Previously filed with Registrant's
Post-Effective Amendment No. 11, (10/26/04), 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 2/18/04 pursuant to Rule 12b-1: Filed herewith.

(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
8/11/05: Previously filed with Post-Effective Amendment No. 5 to the
Registration Statement of Oppenheimer Main Street Opportunity Fund (Reg. No.
333-40186), 9/27/05, and incorporated herein by reference.

(o) (i) Powers of Attorney for John Murphy and Brian Wixted: Previously filed
with Post-Effective Amendment No. 16 to the Registration Statement of
Oppenheimer Enterprise Fund (Reg. No. 33-58343), 12/21/05, and incorporated
herein by reference.

(ii) Power of Attorney for all Trustees/Directors (except Mr. Wruble):
Previously filed with Post-Effective Amendment No. 2 to the Registration
Statement of Oppenheimer Limited Term California Fund (Reg. No. 333-111230),
9/29/05, and incorporated herein by reference.

(iii) Power of Attorney for Mr. Brian Wruble: Previously filed with
Post-Effective Amendment No. 49 to the Registration Statement of Oppenheimer
Capital Appreciation Fund (Reg. No. 2-69719), 10/19/05, and incorporated herein
by reference.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated February
1, 2005 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed
with the Initial Registration Statement of Oppenheimer Dividend Growth Fund
(Reg. No. 333-122902), 2/18/05, and incorporated herein by reference.

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,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Emeline S. Adwers,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Agan,                                  Senior Vice President of Shareholder Financial Services, Inc. and
Senior Vice President                         Shareholders Services, Inc.; Vice President of OppenheimerFunds
                                              Distributor, Inc., Centennial Asset Management Corporation and OFI
                                              Private Investments, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Carl Algermissen,                             Formerly   Associate  Counsel  &  Legal  Compliance  Officer  at  Great
Vice President & Associate Counsel            West-Life & Annuity Insurance Co. (February 2004-October 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Amato,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Erik Anderson,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Tracey Beck Apostolopoulos,                   None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Janette Aprilante,                            Secretary  (since  December  2001)  of:   Centennial  Asset  Management
Vice President & Secretary                    Corporation,  OppenheimerFunds  Distributor,  Inc.,  HarbourView  Asset
                                              Management  Corporation  (since  June  2003),  Oppenheimer  Partnership
                                              Holdings,  Inc.,  Oppenheimer Real Asset Management,  Inc., Shareholder
                                              Financial  Services,   Inc.,   Shareholder   Services,   Inc.,  Trinity
                                              Investment    Management     Corporation    (since    January    2005),
                                              OppenheimerFunds  Legacy Program, OFI Private Investments,  Inc. (since
                                              June 2003) and OFI  Institutional  Asset  Management,  Inc. (since June
                                              2003). Assistant Secretary of OFI Trust Company (since December 2001).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Hany S. Ayad,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Baker,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Baldwin,                              President  and Director of  Shareholder  Financial  Services,  Inc. and
Executive Vice President                      Shareholder Services,  Inc. Formerly Managing Director at Deutsche Bank
                                              (March 2001 - March 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Michael Banta,                           None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joanne Bardell,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kevin Baum,                                   None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeff Baumgartner,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marc Baylin,                                  Formerly Portfolio Manager at J.P. Morgan (June 2002-August 2005.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Todd Becerra,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lalit K. Behal                                Assistant Secretary of HarbourView Asset Management Corporation.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen Beichert,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gerald B. Bellamy,                            Assistant Vice President (Sales Manager of the International  Division)
Assistant Vice President                      of OFI Institutional Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Erik S. Berg,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Bertucci,                              None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rajeev Bhaman,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Craig Billings,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark Binning,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert J. Bishop,                             Treasurer (since October 2003) of  OppenheimerFunds  Distributor,  Inc.
Vice President                                and Centennial Asset Management Corporation.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Beth Bleimehl,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John R. Blomfield,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa I. Bloomberg,                            Formerly  First  Vice  President  &  Associate  General  Counsel of UBS
Vice President & Associate Counsel            Financial Services Inc. (May 1999-May 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Veronika Boesch,                              Formerly  (until  February  2004) an  independent  consultant/coach  in
Assistant Vice President                      organizational development.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Chad Boll,                                    None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Antulio N. Bomfim,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John C. Bonnell,                              Vice President of Centennial Asset Management  Corporation.  Formerly a
Vice President                                Portfolio Manager at Strong Financial Corporation (May 1999-May 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michelle Borre Massick,                       None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lori E. Bostrom,                              Formerly Vice  President & Corporate  Counsel at  Prudential  Financial
Vice President & Senior Counsel               Inc. (October 2002 - November 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa Bourgeois,                               Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Boydell,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Bromberg,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lowell Scott Brooks,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joan Brunelle,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kristine Bryan-Levin,                         Formerly  Senior Vice  President at Brown Brothers  Harriman  (November
Vice President                                2002 - May 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Stephanie Bullington,                         Formerly Fund Accounting  Manager at Madison Capital Management Company
Assistant Vice President                      (July 2005 - October 2005 and Fund  Accounting  Officer at  Butterfield
                                              Fund Services (Bermuda) Limited (a
                                              wholly owned subsidiary of the
                                              Bank of NT Butterfield & Sons)
                                              (September 2003 - June 2005).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Burke,                                   None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark Burns,                                   None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Geoffrey Caan,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Catherine Carroll,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Debra Casey,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Maria Castro,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa Chaffee,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
May Chen,                                     Formerly Assistant Vice President of Enterprise  Services at MassMutual
Assistant Vice President                      Financial Group (May 2002 - April 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles Chibnik,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Patrick Sheng Chu,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brett Clark,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
H.C. Digby Clements, None Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Peter V. Cocuzza,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gerald James Concepcion,                      Formerly   (until   November  2004)  an  RIA  Marketing   Associate  of
Assistant Vice President                      OppenheimerFunds, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Corbett,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Susan Cornwell,                               Senior Vice  President  of  Shareholder  Financial  Services,  Inc. and
Senior Vice President                         Shareholder   Services,   Inc.;  Vice  President  of   OppenheimerFunds
                                              Distributor,   Inc.,   Centennial  Asset  Management   Corporation  and
                                              OppenheimerFunds Legacy Program.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Scott Cottier,                                None
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Laura Coulston,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Julie C. Cusker,                              None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
George Curry,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Damian,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Demarco,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Craig P. Dinsell,                             None
Executive Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Randall C. Dishmon,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gavin Dobson,                                 Formerly   President  at  Britannic  Asset   Management   International
Vice President                                (September 2001 - May 2005).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rebecca K. Dolan,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steven D. Dombrower,                          Senior Vice President of OFI Private Investments,  Inc.; Vice President
Vice President                                of OppenheimerFunds Distributor, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas Doyle,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bruce C. Dunbar,                              None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian Dvorak,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Edmiston,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Daniel R. Engstrom,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James Robert Erven                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
George R. Evans,                              None
Senior Vice President & Director of
International Equities
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward N. Everett,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathy Faber,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Falicia,                                Assistant  Secretary (as of July 2004) of HarbourView  Asset Management
Assistant Vice President                      Corporation.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kristie Feinberg,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Emmanuel Ferreira,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
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 of the Rochester Division            the  Board of  Directors  of  International  Museum of  Photography  at
                                              George Eastman House.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bradley G. Finkle,                            Vice President of OppenheimerFunds  Distributor,  Inc. Formerly Head of
Vice President                                Business   Management/Proprietary   Distribution   at  Citigroup  Asset
                                              Management (August 1986-September
2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian Finley,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John E. Forrest,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jordan Hayes Foster,                          Vice President of OFI Institutional Asset Management, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Foxhoven,                               Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Colleen M. Franca,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dominic Freud,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dan Gagliardo,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Hazem Gamal,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Seth Gelman,                                  Formerly an  Associate  in the Asset  Management  Legal  Department  at
Vice President                                Goldman Sachs & Co. (February 2003-August 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Timothy Gerlach,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Subrata Ghose,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles W. Gilbert,                           None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Phillip S. Gillespie,                         Formerly  First Vice President of Merrill Lynch  Investment  Management
Senior Vice President & Deputy General        (2001 to September 2004).
Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Alan C. Gilston,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jill E. Glazerman,                            None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Benjamin J. Gord,                             Vice President of HarbourView  Asset Management  Corporation and of OFI
Vice President                                Institutional Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Laura Granger,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Leyla Greengard,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert B. Grill,                              None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Haley,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marilyn Hall,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kelly Haney,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steve Hauenstein,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jacqueline Girvin-Harkins,                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert W. Hawkins, Formerly an Associate at Shearman and Sterling LLP (July
2004-August Assistant Vice President & Assistant Counsel 2005) and Dechert LLP
(September 2000-June 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas B. Hayes,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jennifer Heathwood,                           None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Annika Helgerson,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dennis Hess,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joseph Higgins,                               Vice President of OFI Institutional Asset Management, Inc.
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
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Huttlin,                                 Senior Vice President  (Director of the International  Division) (since
Vice President                                January 2004) of OFI  Institutional  Asset Management,  Inc.;  Director
                                              (since June 2003) of OppenheimerFunds (Asia) Limited
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James G. Hyland,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Stephen P. Ilnitzki,                          Vice  President  of  OppenheimerFunds  Distributor,  Inc.;  Senior Vice
Senior Vice President                         President of OFI Private Investments, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kelly Bridget Ireland,                        Vice  President  (since January 2004) of  OppenheimerFunds  Distributor
Vice President                                Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen T. Ives,                             Vice   President   and   Assistant    Secretary   of   OppenheimerFunds
Vice President, Senior Counsel & Assistant    Distributor,  Inc. and Shareholder Services,  Inc.; Assistant Secretary
Secretary                                     of Centennial Asset  Management  Corporation,  OppenheimerFunds  Legacy
                                              Program and Shareholder Financial Services, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
William Jaume,                                Senior Vice President of HarbourView  Asset Management  Corporation and
Vice President                                OFI  Institutional  Asset  Management,  Inc.;  Director  of  OFI  Trust
                                              Company.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Frank V. Jennings,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Jennings,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Michael Johnson,                         None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa Kadehjian,                               Formerly Vice President,  Compensation  Manager at The Bank of New York
Assistant Vice President                      (November 1996-November 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles Kandilis,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas W. Keffer,                             None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christina J. Keller,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Keogh,                                Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Martin S. Korn,                               Formerly  a  Senior  Vice  President  at Bank of  America  (Wealth  and
Senior Vice President                         Investment Management Technology Group) (March 2002-August 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dimitrios Kourkoulakos,                       None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian Kramer,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Kunz,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa Lamentino,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Tracey Lange,                                 Vice President of  OppenheimerFunds  Distributor,  Inc. and OFI Private
Vice President                                Investments, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeffrey P. Lagarce,                           President  &  Chief  Marketing  Officer  of  OFI  Institutional   Asset
Senior Vice President                         Management,   Inc.  as  of  January  2005.   Formerly   Executive  Vice
                                              President-Head of Fidelity
                                              Tax-Exempt Services Business at
                                              Fidelity Investments (August
                                              1996-January 2005).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Latino,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kristina Lawrence,                            Formerly Assistant Vice President of  OppenheimerFunds,  Inc. (November
Vice President                                2002-March 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gayle Leavitt,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christopher M. Leavy,                         None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Randy Legg,                                   Formerly an associate with Dechert LLP (September 1998-January 2004).
Vice President & Assistant Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Laura Leitzinger,                             Senior Vice President of  Shareholder  Services,  Inc. and  Shareholder
Senior Vice President                         Financial Services, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Justin Leverenz,                              Formerly, a  research/technology  analyst at Goldman Sachs, Taiwan (May
Vice President                                2002-May 2004)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael S. Levine,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian Levitt,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gang Li,                                      None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Shanquan Li,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Julie A. Libby,                               Senior  Vice  President  of  OFI  Private  Investment,   Inc.  Formerly
Senior Vice President                         Executive  Vice  President  & Chief  Operating  Officer  at Fred  Alger
                                              Management, Inc. (July 1996 - February 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Daniel Lifshey,                               Formerly a Marketing Manager at PIMCO Advisors (January  2002-September
Assistant Vice President                      2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
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.
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.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Misha Lozovik,                                Formerly  Senior  Director at  Clinical  Development  Capital  LLC/Care
Vice President                                Capital LLC (August 2002 - October 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steven Lucaccini,                             Formerly   Director  and  High  Yield   Analyst  at  UBS  Global  Asset
Assistant Vice President                      Management (November 2001 - April 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Dongyan Ma,                                   None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Steve Macchia,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark H. Madden,                               Formerly Senior Vice President & Senior Portfolio  Manager with Pioneer
Vice President                                Investments, Inc. (July 1990 - July 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen Mandzij,                             Formerly  Marketing  Manager - Sales Force Marketing  (March  2003-June
Assistant Vice President                      2004) of OppenheimerFunds, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jerry Mandzij,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Angelo G. Manioudakis                         Senior Vice President of HarbourView  Asset Management  Corporation and
Senior Vice President                         of OFI Institutional Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
LuAnn Mascia,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Susan Mattisinko,                             Assistant   Secretary  of  Centennial  Asset  Management   Corporation,
Vice President & Associate Counsel            HarbourView   Asset   Management   Corporation,    Trinity   Investment
                                              Management  Corporation,  OppenheimerFunds  Legacy Program, OFI Private
                                              Investments,   Inc.,  OFI  Institutional  Asset  Management,  Inc.  and
                                              Oppenheimer Real Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Elizabeth McCormack,                          Vice President and Assistant  Secretary of HarbourView Asset Management
Vice President                                Corporation.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joseph McGovern,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles L. McKenzie,                          Chairman of the Board, Director,  Chief Executive Officer and President
Senior Vice President                         of  OFI  Trust  Company;   Chairman,  Chief  Executive  Officer,  Chief
                                              Investment Officer and Director of OFI Institutional  Asset Management,
                                              Inc.; Chief Executive Officer,  President, Senior Managing Director and
                                              Director  of  HarbourView  Asset  Management   Corporation;   Chairman,
                                              President and Director of Trinity Investment Management Corporation
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Medev,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lucienne Mercogliano,                         None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Andrew J. Mika,                               None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jan Miller,                                   Formerly a Supervisor at Janus (May  2004-October 2004 and a Manager at
Assistant Vice President                      Invesco (February 1994-February 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Nikolaos D. Monoyios,                         None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Charles Moon,                                 Vice President of HarbourView  Asset Management  Corporation and of OFI
Vice President                                Institutional Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John V. Murphy,                               President and  Management  Director of Oppenheimer  Acquisition  Corp.;
Chairman, President, Chief                    President and Director of Oppenheimer  Partnership  Holdings,  Inc. and
Executive Officer & Director                  Oppenheimer  Real Asset  Management,  Inc.;  Chairman  and  Director of
                                              Shareholder Services,  Inc. and Shareholder  Financial Services,  Inc.;
                                              Director of Centennial Asset Management  Corporation,  OppenheimerFunds
                                              Distributor,  Inc., OFI Institutional  Asset Management,  Inc., Trinity
                                              Investment Management  Corporation,  Tremont Capital Management,  Inc.,
                                              HarbourView Asset Management  Corporation and OFI Private  Investments,
                                              Inc.;  Executive Vice President of Massachusetts  Mutual Life Insurance
                                              Company;  Director  of DLB  Acquisition  Corporation;  a member  of the
                                              Investment Company Institute's Board of Governors.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Meaghan Murphy, Formerly Marketing Professional, RFP Writer at JP Morgan Fleming
Asset Assistant Vice President Management (May 2002 - October 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Suzanne Murphy,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Thomas J. Murray,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kenneth Nadler,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christina Nasta,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Newman,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Richard Nichols,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
William Norman,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James B. O'Connell,                           Formerly a Senior  Designer  Manager of  OppenheimerFunds,  Inc. (April
Assistant Vice President                      2002 - December 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Matthew O'Donnell,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John O'Hare,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John J. Okray,                                Formerly Vice  President,  Head of Trust  Operations at Lehman Brothers
Vice President                                (June  2004-October  2004)  prior  to which  he was an  Assistant  Vice
                                              President,  Director  of Trust  Services  at  Cambridge  Trust  Company
                                              (October 2002-June 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lerae A. Palumbo,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Anthony Parish,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David P. Pellegrino,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Allison C. Pells,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert H. Pemble,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lori L. Penna,                                Formerly  an  RFP  Manager/Associate  at  JPMorgan  Chase  & Co.  (June
Vice President                                2001-September 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian Petersen,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marmeline Petion-Midy, Formerly a Senior Financial Analyst with General Motors,
NY Assistant Vice President Treasurer's Office (July 2000-Augut 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Pfeffer,                                Senior Vice  President  of  HarbourView  Asset  Management  Corporation
Senior Vice President & Chief Financial       since February 2004.  Formerly,  Director & Chief Financial  Officer at
Officer                                       Citigroup Asset Management (February 2000-February 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James F. Phillips,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Scott Phillips,                               Formerly Vice President at Merrill Lynch  Investment  Management  (June
Vice President                                2000-July 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Gary Pilc,                                    None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John Piper,                                   Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Nicolas Pisciotti,                            Formerly Assistant Vice President at ING (April 2002 - May 2005)
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jason Pizzorusso,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Poiesz,                                 Formerly a Senior Portfolio  Manager at Merrill Lynch (October 2002-May
Senior Vice President, Head of Growth         2004).
Equity Investments
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Sergei Polevikov,                             None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Semyon Polyak,                                Formerly   Vice   President   and   Co-Portfolio   Manager  at  Pioneer
Vice President                                Investments (June 1998 - August 2005)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeffrey Portnoy,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Raghaw Prasad,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Preuss,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Ellen Puckett,                                Formerly  Sennior  Program Manager at Dendant  Telecommunications  (May
Assistant Vice President                      2002-September 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jane C. Putnam,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Quarles,                                 Formerly  a  Principal  at  AIM   Management   Group,   Inc.   (October
Assistant Vice President                      1997-October 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael E. Quinn,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Julie S. Radtke,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Norma J. Rapini,                              None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Corry E. Read,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marc Reinganum,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jill Reiter,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Claire Ring,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David Robertson,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert Robis,                                 Formerly a Proprietary  Trader at J.P. Morgan Chase & Co. (May 2004-May
Assistant Vice President                      2005).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Antoinette Rodriguez,                         None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Stacey Roode,                                 None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeffrey S. Rosen,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Stacy Roth,                                   None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
James H. Ruff,                                President  &  Director  of  OppenheimerFunds   Distributor,   Inc.  and
Executive Vice President                      Centennial  Asset Management  Corporation;  Executive Vice President of
                                              OFI Private Investments, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Adrienne Ruffle, Formerly an Associate with Sidley Austin Brown & Wood LLP
(September Assistant Vice President & Assistant Counsel 2002-February 2005).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kim Russomanno,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Timothy Ryan,                                 Formerly  a  research  analyst  in the large  equities  group at Credit
Vice President                                Suisse Asset Management (August 2001-June 2004)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rohit Sah,                                    None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Valerie Sanders,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Karen Sandler,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rudi W. Schadt,                               None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
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,                           Senior Vice President of OFI Private Investments, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Nava Sharma,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bonnie Sherman,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
David C. Sitgreaves,                          None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward James Sivigny                          None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Enrique H. Smith,                             None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Louis Sortino,                                None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Keith J. Spencer,                             None
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Marco Antonio Spinar,                         None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
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
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
John P. Stoma,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Deborah A. Sullivan,                          Secretary of OFI Trust Company.
Vice President & Assistant Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Michael Sussman,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian C. Szilagyi,                            Director  of  Financial   Reporting   and   Compliance  at  First  Data
Assistant Vice President                      Corporation (April 2003-June 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Matthew Tartaglia,                            None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Martin Telles,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Paul Temple,                                  None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Jeaneen Terrio,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Vincent Toner,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Leonid Tsvayg,                                None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Keith Tucker,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Cameron Ullyat,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Angela Uttaro,                                None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Mark S. Vandehey,                             Vice  President  and  Chief  Compliance  Officer  of   OppenheimerFunds
Senior Vice President & Chief Compliance      Distributor,   Inc.,   Centennial  Asset  Management   Corporation  and
Officer                                       Shareholder  Services,  Inc.; Chief  Compliance  Officer of HarbourView
                                              Asset Management Corporation,  Oppenheimer Partnership Holdings,  Inc.,
                                              Real Asset Management,  Inc.,  Shareholder  Financial  Services,  Inc.,
                                              Trinity  Investment  Management  Corporation,  OppenheimerFunds  Legacy
                                              Program,  OFI Private  Investments  Inc. and OFI Trust  Company and OFI
                                              Institutional Asset Management, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Maureen Van Norstrand,                        None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Nancy Vann,                                   Formerly Assistant General Counsel at Reserve Management Company,  Inc.
Vice President & Assistant Counsel            (April to December  2004);  attorney at Sidley  Austin Brown & Wood LLP
                                              (October 1997 - April 2004).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Rene Vecka,                                   None
Assistant Vice President:
Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Vincent Vermette,                             Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Phillip F. Vottiero,                          None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lisa Walsh,                                   None
Assistant 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
Vice President: Rochester Division
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Adam Weiner,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Barry D. Weiss,                               Vice  President of  HarbourView  Asset  Management  Corporation  and of
Vice President                                Centennial Asset Management Corporation.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Melissa Lynn Weiss,                           None
Vice President & Associate Counsel
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christine Wells,                              None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Joseph J. Welsh,                              Vice President of HarbourView Asset Management Corporation.
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Diederick Werdmolder,                         Director of  OppenheimerFunds  International Ltd. and  OppenheimerFunds
Senior Vice President                         plc  and  OppenheimerFunds   (Asia)  Limited;   Senior  Vice  President
                                              (Managing Director of the International  Division) of OFI Institutional
                                              Asset Management, Inc..
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Catherine M. White,                           Assistant Vice President of OppenheimerFunds Distributor,  Inc.; member
Assistant Vice President                      of the American Society of Pension Actuaries (ASPA) since 1995.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Annabel Whiting,                              None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
William L. Wilby,                             None
Senior Vice President & Senior Investment
Officer, Director of Equities
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Troy Willis,                                  None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Donna M. Winn,                                President,   Chief   Executive   Officer  &  Director  of  OFI  Private
Senior Vice President                         Investments,  Inc.;  Director & President  of  OppenheimerFunds  Legacy
                                              Program; Senior Vice President of OppenheimerFunds Distributor, Inc.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Philip Witkower,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian W. Wixted,                              Treasurer    of    HarbourView     Asset    Management     Corporation;
Senior Vice President &                       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.,  OppenheimerFunds  plc
                                              and  OppenheimerFunds  Legacy  Program;  Treasurer and Chief  Financial
                                              Officer  of OFI  Trust  Company;  Assistant  Treasurer  of  Oppenheimer
                                              Acquisition Corp.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Carol E. Wolf,                                Senior Vice President of HarbourView  Asset Management  Corporation and
Senior Vice President                         of Centennial Asset Management Corporation;  serves on the Board of the
                                              Colorado Ballet.
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Meredith Wolff,                               None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Oliver Wolff,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kurt Wolfgruber,                              Director  of  Tremont  Capital  Management,   Inc.,  HarbourView  Asset
Executive Vice President, Chief Investment    Management  Corporation and OFI Institutional  Asset  Management,  Inc.
Officer & Director                            (since June 2003)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Caleb C. Wong,                                None
Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Edward C. Yoensky,                            None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Lucy Zachman,                                 None
Assistant Vice President
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert G. Zack                                General Counsel of Centennial  Asset  Management  Corporation;  General
Executive Vice President &                    Counsel and  Director of  OppenheimerFunds  Distributor,  Inc.;  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.;  Director  and  Assistant  Secretary  of
                                              OppenheimerFunds  International Ltd and OppenheimerFunds plc; Secretary
                                              and  General  Counsel of  Oppenheimer  Acquisition  Corp.;  Director of
                                              Oppenheimer Real Asset  Management,  Inc. and  OppenheimerFunds  (Asia)
                                              Limited); 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 of HarbourView Asset Management Corporation.
Senior Vice President
--------------------------------------------- ------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund Oppenheimer California Municipal Fund Oppenheimer
Capital Appreciation Fund Oppenheimer Capital Income Fund Oppenheimer Cash
Reserves Oppenheimer Champion Income Fund Oppenheimer Convertible Securities
Fund (a series of Bond Fund Series) Oppenheimer Core Bond Fund (a series of
Oppenheimer Integrity Funds) Oppenheimer Developing Markets Fund Oppenheimer
Discovery Fund Oppenheimer Dividend Growth Fund Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Enterprise Fund Oppenheimer
Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer International Large-
     Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust) Oppenheimer Limited Term California Municipal Fund Oppenheimer
Limited-Term Government Fund Oppenheimer Limited Term Municipal Fund (a series
of Oppenheimer Municipal Fund) Oppenheimer Main Street Fund (a series of
Oppenheimer Main Street Funds, Inc.) Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund Oppenheimer MidCap Fund Oppenheimer Money
Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Aggressive Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer Principal
     Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series): Oppenheimer Aggressive Growth
     Fund/VA Oppenheimer Balanced Fund/VA Oppenheimer Capital Appreciation
     Fund/VA Oppenheimer Core Bond Fund/VA Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA Oppenheimer Main Street Fund/VA Oppenheimer
     Main Street Small Cap Fund/VA Oppenheimer Money Fund/VA Oppenheimer
     Strategic Bond Fund/VA Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services,
Inc., OppenheimerFunds Services, Centennial Asset Management Corporation, Centennial Capital Corp., Oppenheimer
Real Asset Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial, Colorado
80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management
Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments,
Inc., OFI Institutional Asset Management, Inc. and Oppenheimer Trust Company is Two World Financial Center, 225
Liberty Street, 11th Floor, New York, New York 10281-1008.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1,
Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.

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 Part B of this Registration Statement and listed in
Item 26(b) above (except 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
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Timothy Abbhul(1)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert Agan(1)                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Janette Aprilante(2)                            Secretary                            None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James Barker                                    Vice President                       None
2901B N. Lakewood Avenue
Chicago, IL 60657
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen Beichert(1)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Rocco Benedetto(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert J. Bishop(1)                             Treasurer                            None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Douglas S. Blankenship                          Vice President                       None
10407 Cromdale Manor Ct.
Springs, TX 77379
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Blinzler(1)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David A. Borrelli                               Vice President                       None
105 Black Calla Ct.
San Ramon, CA 94583
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey R. Botwinick(2)                         Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michelle Brennan(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
L. Scott Brooks(2) Vice President None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin E. Brosmith                               Senior Vice President                None
5 Deer Path
South Natlick, MA 01760
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey W. Bryan                                Vice President                       None
1048 Malaga Avenue
Coral Gables, FL 33134
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Patrick Campbell(1)                             Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Andrew Chonofsky                                Vice President                       None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Melissa Clayton(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Rodney Constable(1)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Susan Cornwell(1)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Neev Crane                                      Vice President                       None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Julian C. Curry                                 Vice President                       None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey D. Damia(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Davis(2)                                   Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                       Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Joseph A. DiMauro                               Vice President                       None
522 Lakeland Avenue
Grosse Pointe, MI 48230
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Steven Dombrower(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
George P. Dougherty                             Vice President                       None
328 Regency Drive
North Wales, PA 19454
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ryan C. Drier                                   Vice President                       None
3307 Park Ridge Lane NE
Grand Rapids, MI 49525
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Cliff H. Dunteman                               Vice President                       None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Hillary Eigen(2)                                Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Eiler(2)                                   Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kent M. Elwell                                  Vice President                       None
35 Crown Terrace
Yardley, PA 19067
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gregg A. Everett                                Vice President                       None
4328 Auston Way
Palm Harbor, FL 34685-4017
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
George R. Fahey(1)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric C. Fallon                                  Vice President                       None
10 Worth Circle
Newton, MA 02458
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Deanna Farrugia(1)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Joseph Fernandez                                Vice President                       None
1717 Richbourg Park Drive
Brentwood, TN 37027
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark J. Ferro(2)                                Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                           Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bradley Finkle(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric P. Fishel                                  Vice President                       None
725 Boston Post Rd., #12
Sudbury, MA 01776
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Patrick W. Flynn (1)                            Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John E. Forrest(2)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John ("J") Fortuna(2)                           Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jayme Fowler(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Lucio Giliberti(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Gottesman                               Vice President                       None
255 Westchester Way
Birmingham, MI 48009
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Raquel Granahan(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ralph Grant                                     Senior Vice President                None
10 Boathouse Close
Mt. Pleasant, SC 29464
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kahle Greenfield(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric Grossjung                                  Vice President                       None
4002 N. 194th Street
Elkhorn, NE 68022
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael D. Guman                                Vice President                       None
3913 Pleasant Avenue
Allentown, PA 18103
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James E. Gunther                                Vice President                       None
603 Withers Circle
Wilmington, DE 19810
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin J. Healy(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin Hennessey                                 Vice President                       None
8634 Forest Run Lane
Orlando, FL 32836
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Elyse R. Jurman Herman                          Vice President                       None
5486 NW 42 Avenue
Boca Raton, FL 33496
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Wendy G. Hetson(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William E. Hortz(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Edward Hrybenko(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian F. Husch(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Stephen Ilnitzki(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                             Vice President & Assistant           Assistant Secretary
                                                Secretary
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Shonda Rae Jaquez(2)                            Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Nivan Jaleeli                                   Vice President                       None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric K. Johnson(1)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark D. Johnson                                 Vice President                       None
15792 Scenic Green Court
Chesterfield, MO 63017
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christina J. Keller(2)                          Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Keogh(2)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Lisa Klassen(1)                                 Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Richard Klein                                   Senior Vice President                None
4820 Fremont Avenue South
Minneapolis, MN 55419
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Richard Knott(1)                                Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brent A. Krantz                                 Senior Vice President                None
61500 Tam McArthur Loop
Bend, OR 97702
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David T. Kuzia(1)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Lange(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Paul R. LeMire(2)                               Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric J. Liberman(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Malissa Lischin(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James V. Loehle(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Loncar(1)                                Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Craig Lyman                                     Vice President                       None
7425 Eggshell Drive
Las Vegas, NV 89084
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John J. Lynch                                   Vice President                       None
6325 Bryan Parkway
Dallas, TX 75214
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Malik                                   Vice President                       None
546 Idylberry Road
San Rafael, CA 94903
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Steven C. Manns                                 Vice President                       None
1627 N. Hermitage Avenue
Chicago, IL 60622
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Todd A. Marion(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
LuAnn Mascia(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Theresa-Marie Maynier                           Vice President                       None
2421 Charlotte Drive
Charlotte, NC 28203
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John C. McDonough                               Vice President                       None
2 Leland Ct.
Chevy Chase, MD 20815
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kent C. McGowan                                 Vice President                       None
9510 190th Place SW
Edmonds, WA 98020
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian F. Medina(1)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Daniel Melehan                                  Vice President                       None
906 Bridgeport Court
San Marcos, CA 92069
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark Mezzanotte                                 Vice President                       None
16 Cullen Way
Exeter, NH 03833
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Clint Modler(1)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert Moser(1)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David W. Mountford                              Vice President                       None
7820 Banyan Terrace
Tamarac, FL 33321
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Gzim Muja                                       Vice President                       None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John V. Murphy(2)                               Director                             President & Trustee
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Wendy Jean Murray(2)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John S. Napier                                  Vice President                       None
17 Hillcrest Ave.
Darien, CT 06820
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christina Nasta(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kevin P. Neznek(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bradford Norford                                Vice President                       None
3914 Easton Sq. Pl.
Columbus, OH 43219
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Alan Panzer                                     Vice President                       None
6755 Ridge Mill Lane
Atlanta, GA 30328
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Park(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian C. Perkes                                 Vice President                       None
6 Lawton Ct.
Frisco, TX 75034
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Charles K. Pettit(2)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Elaine M. Puleo-Carter(2)                       Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Minnie Ra                                       Vice President                       None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Dusting Raring                                  Vice President                       None
27 Blakemore Drive
Ladera Ranch, CA 92797
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael A. Raso(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Richard Rath                                    Vice President                       None
46 Mt. Vernon Ave.
Alexandria, VA 22301
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William J. Raynor(2)                            Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ruxandra Risko(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David R. Robertson(2)                           Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Nicole Robbins(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Ian M. Roche                                    Vice President                       None
7070 Bramshill Circle
Bainbridge, OH 44023
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kenneth A. Rosenson                             Vice President                       None
24753 Vantage Pt. Terrace
Malibu, CA 90265
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James H. Ruff(2)                                President & Director                 None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Matthew Rutig                                   Vice President                       None
199 North Street
Ridgefield, CT 06877
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William R. Rylander                             Vice President                       None
85 Evergreen Road
Vernon, CT 06066
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Sabow                                    Vice President                       None
6617 Southcrest Drive
Edina, MN 55435
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Saunders                                   Vice President                       None
911 North Orange Avenue #401
Orlando, FL 32801
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Jill Schmitt(2)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Schmitt(2)                               Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William Schories(2)                             Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Charles F. Scully                               Vice President                       None
125 Cypress View Way
Apex, NC 27502
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Eric Sharp                                      Vice President                       None
862 McNeill Circle
Woodland, CA 95695
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
William Sheluck(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Debbie A. Simon                                 Vice President                       None
55 E. Erie St., #4404
Chicago, IL 60611
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bryant Smith(1)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Douglas Bruce Smith                             Vice President                       None
8927 35th Street W.
University Place, WA 98466
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Christopher Spencer                             Vice President                       None
22641 SW 106th Ave.
Portland, Oregon 97062
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Spensley                                   Vice President                       None
2000 Rhettsbury Street
Carmel, IN 46032
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Alfred St. John(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Bryan Stein(2)                                  Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Stoma(2)                                   Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Wayne Strauss(3)                                Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Brian C. Summe                                  Vice President                       None
2479 Legends Way
Crestview Hills, KY 41017
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Michael Sussman(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
George T. Sweeney                               Senior Vice President                None
5 Smokehouse Lane
Hummelstown, PA 17036
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
James Taylor(2)                                 Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Martin Telles(2)                                Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
David G. Thomas                                 Vice President                       None
16628 Elk Run Court
Leesburg, VA 20176
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Barrie L. Tiedemann                             Vice President                       None
1774 Sheridan Drive
Ann Arbor, MI 48104
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Mark S. Vandehey(1)                             Vice President and Chief             Vice President and Chief
                                                Compliance Officer                   Compliance Officer
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Vincent Vermete(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Elaine Villas(2)                                Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Cynthia Walloga(2)                              Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Kenneth Lediard Ward                            Vice President                       None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
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
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Chris Werner(1)                                 Vice President                       None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Catherine White(2)                              Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Donna Winn(2)                                   Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Philip Witkower(2)                              Senior Vice President                None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Meredith Wolff(2)                               Assistant Vice President             None
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Cary Patrick Wozniak                            Vice President                       None
18808 Bravata Court
San Diego, CA 92128
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
John Charles Young                              Vice President                       None
3914 Southwestern
Houston, TX 77005
----------------------------------------------- ------------------------------------ ---------------------------------
----------------------------------------------- ------------------------------------ ---------------------------------
Robert G. Zack(2)                               General Counsel & Director           Vice President & Secretary
----------------------------------------------- ------------------------------------ ---------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008
(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 80112-3924.

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 23rd day of December, 2005.

                                                     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                       December 23, 2005
Clayton K. Yeutter

/s/ John V. Murphy*                         President, Principal
--------------------------                  Executive Officer                       December 23, 2005
John V. Murphy                              & Trustee

/s/ Brian W. Wixted*                        Treasurer, Principal                    December 23, 2005
--------------------------                  Financial and
Brian W. Wixted                             Accounting Officer

/s/ Matthew P. Fink*                        Trustee                                 December 23, 2005
-------------------------
Matthew P. Fink

/s/ Robert G. Galli*                        Trustee                                 December 23, 2005
-------------------------
Robert G. Galli

/s/ Phillip A. Griffiths*                   Trustee                                 December 23, 2005
-------------------------
Phillip A. Griffiths

/s/ Mary Miller*                            Trustee                                 December 23, 2005
--------------------------
Mary Miller

/s/ Joel W. Motley*                         Trustee                                 December 23, 2005
--------------------------
Joel W. Motley

/s/ Kenneth A. Randall*                     Trustee                                 December 23, 2005
--------------------------
Kenneth A. Randall

/s/ Russell S. Reynolds, Jr.*               Trustee                                 December 23, 2005
---------------------------
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler*
---------------------------                 Trustee                                 December 23, 2005
Joseph M. Wikler

/s/ Peter I. Wold*
---------------------------                 Trustee                                 December 23, 2005
Peter I. Wold

/s/ Brian Wruble*
---------------------------                 Trustee                                 December 23, 2005
Brian Wruble


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









                                        Oppenheimer Developing Markets Fund

                                       Registration Statement No. 333-05579



                                                   EXHIBIT INDEX



Exhibit No.         Description


23 (a)(iii)         Amended and Restated Declaration of Trust dated August 10, 2005

23 (b)              By-Laws as amended through December 23, 2005: Filed herewith.

23(d)               Investment Advisory Agreement dated January 1, 2005

23(j)               Independent Registered Public Accounting Firm's Consent

23(iii)             Amended and Restated Distribution and Service Plan and Agreement for Class C Shares dated
                    2/18/04