Registration No. 333-31533

                                                              File No. 811-08297

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                  [ ]

Pre-Effective Amendment No. _____                                            [ ]

Post-Effective Amendment No. 15                                              [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                                  [ ]

Amendment No. 17                                                             [X]

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

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

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

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                              Robert G. Zack, Esq.
                             OppenheimerFunds, Inc.
    Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008
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                     (Name and Address of Agent for Service)

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

[X]  Immediately upon filing pursuant to paragraph (b)
[ ]  On February 20, 2008 pursuant to paragraph (b)
[ ]  60 days after filing pursuant to paragraph (a)(1)
[ ]  On ______ pursuant to paragraph (a)(1)
[ ]  75 days after filing pursuant to paragraph (a)(2)
[ ]  On _________  pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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




Oppenheimer
MidCap Fund


Prospectus dated February 20, 2008


                         Oppenheimer MidCap Fund (the "Fund") is a mutual fund
                         that seeks capital appreciation to make your
                         investment grow.  It emphasizes investments in common
                         stocks of companies having a market capitalization
                         between $2 billion and $11.5 billion.

                              This prospectus contains important information
                         about the Fund's objective, 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
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                  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
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                  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 seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in equity
securities, such as common and preferred stocks and securities convertible
into common stock.  It invests primarily in equity securities of U.S.
companies, but can also buy foreign stocks.  Under normal market conditions,
as a non-fundamental policy, the Fund invests at least 80% of its net assets
(plus borrowings for investment purposes) in equity securities of companies
that have a market capitalization of between $2 billion and $11.5 billion
(referred to as "mid-cap" stocks).   The Fund's non-fundamental policy of
investing at least 80% of its net assets in these investments will not be
changed by the Fund's Board of Trustees without first providing shareholders
60 days' written notice.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL?  In
selecting securities for the Fund, the Fund's portfolio manager looks for
high-growth companies using a "bottom-up" stock selection process.  The
"bottom-up" approach focuses on fundamental analysis of individual issuers
before considering overall economic, market or industry trends.  The stock
selection process includes analysis of other business and economic factors
that might contribute to the company's stock appreciation.  The portfolio
manager also looks for companies with revenues growing at above-average rates
that might support and sustain above-average earnings.  While this process and
the inter-relationship of the factors used may change over time, and its
implementation may vary in particular cases, the portfolio manager currently
searches primarily for stocks of companies having the following
characteristics:

o        Market capitalization between $2 billion and $11.5 billion;
o        What the portfolio manager believes to be an above-average rate of
              high quality,  sustainable growth;
o        Experienced management teams with proven records;
o        Industry leaders with competitive advantages;
o        High quality companies with strong financials including low debt.

         If the portfolio manager discerns a slowdown in the company's
internal revenue growth or earnings growth or a negative movement in the
company's fundamental economic condition, he will consider selling that stock
if there are other investment alternatives that offer what he believes to be
better appreciation possibilities.


WHO IS THE FUND DESIGNED FOR?  The Fund is designed primarily for investors
seeking capital growth in their investment over the long term.  Those
investors should be willing to assume the greater risks of short-term share
price fluctuations that are typical for a growth fund focusing on mid-cap
stock investments.  The Fund does not seek current income and the income from
its investments will likely be small.  It is not designed for investors
needing current income or preservation of capital.  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 in stocks
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 adviser, 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
common stocks, the value of the Fund's portfolio will be affected by changes
in the stock markets and special economic and other factors that might
primarily affect the prices of mid-cap stocks in the market.  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.  A variety of factors can
affect the price of a particular stock and 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 MID-CAP STOCKS.  While stocks of mid-cap companies may offer
greater capital appreciation potential than investments in large
capitalization companies, they may also present greater risks.  Mid-cap stocks
tend to be more sensitive to changes in an issuer's earnings expectations.
They tend to have lower trading volumes than large capitalization securities.
As a result, they may experience more abrupt and erratic price movements.

         Since mid-cap companies typically reinvest a high proportion of
earnings in their own businesses, they may lack the dividend yield that can
help cushion their total return in a declining market.  Many mid-cap stocks
are traded in over-the-counter markets and therefore may be less liquid than
stocks of larger exchange-traded issuers.  That means the Fund could have
greater difficulty selling a security at an acceptable price, especially in
periods of market volatility.  That factor increases the potential for losses
to the Fund.

RISKS OF GROWTH STOCKS. Stocks of growth companies, particularly newer
companies, may offer opportunities for greater long-term capital appreciation
but may be more volatile than stocks of larger, more established companies.
They have greater risks if the company's earnings growth or stock price fails
to increase as expected.

RISKS OF TECHNOLOGY STOCKS.  The types of companies the Manager considers to
be technology companies can be expected to change over time as developments in
technology occur.  To the extent the Fund is invested in stocks of technology
companies, the value of the Fund's shares is particularly vulnerable to risks
affecting technology companies and/or companies having investments in
technology, including market and economic events that affect those technology
companies.  The technology sector has historically exhibited great
fluctuations in valuations. We take this into account when evaluating the
long-term merits of our investments.

The stock prices of technology companies during the past few years have been
highly volatile, largely due to the rapid pace of product change and
development within this sector. This phenomenon may also result in future
stock price volatility. In addition, technologies that are dependent on
consumer demand may be more sensitive to changes in consumer spending
patterns. Technology companies focusing on the information and
telecommunications sectors may also be subject to international, federal and
state regulations and may be adversely affected by changes in those
regulations.

INDUSTRY AND SECTOR FOCUS. At times the Fund may increase the relative
emphasis of its investments in a particular industry or sector. The prices of
stocks of issuers in a particular industry or sector may go up and down in
response to changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry or sector more than others. To the extent that the Fund increases the
relative emphasis of its investments in a particular industry or sector, its
share values may fluctuate in response to events affecting that industry or
sector.

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 prices 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
focuses its investments on mid-cap equity securities for long-term growth, and
in the short term, they can be volatile. The price of the Fund's shares can go
up and down substantially.


         The Fund generally does not use income-oriented investments to help
cushion the Fund's total return from changes in stock prices, except for
defensive purposes. In the OppenheimerFunds spectrum, the Fund is an
aggressive investment vehicle, designed for investors willing to assume
greater risks in the hope of achieving greater gains.  In the short-term the
Fund may be less volatile than small-cap and emerging markets stock funds, but
it may be subject to greater fluctuations in its share prices than funds that
emphasize large-capitalization stocks, 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 last 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after
taxes, compare to those of two broad-based market indices. The after-tax
returns for the other classes of shares will vary.

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


Annual Total Returns (Class A) (as of 12/31 each year)
[See appendix to prospectus for data in bar chart showing 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 1/1/07  through  12/31/07,  the  cumulative  return  before
taxes for Class A shares of the Fund was 5.74%.


During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 43.43% (4th Qtr `99) and the lowest
return (not annualized) before taxes for a calendar quarter was -32.06% (4th
Qtr `00).


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

Average Annual Total Returns                                                                              10 Years
--------------------------------------------                                                        (or life of class, if
for the periods ended December 31, 2007              1 Year                    5 Years                      less)

--------------------------------------------- ---------------------- ---------------------------- --------------------------
--------------------------------------------- ---------------------- ---------------------------- --------------------------
Class A Shares (inception 12/1/97)

  Return Before Taxes                                -0.34%                    10.99%                       6.11%
  Return After Taxes on Distributions                -0.34%                    10.99%                       6.11%
  Return  After Taxes on  Distributions  and
  Sale of Fund Shares                                -0.22%                     9.60%                       5.37%

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

Class B Shares (inception 12/1/97)                    0.01%                    11.22 %                      6.27%

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

Class C Shares (inception 12/1/97)                    3.95%                    11.47%                       5.94%

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

Class N Shares (inception 3/1/01)                     4.50%                    12.05%                       0.02%

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

Class Y Shares (inception 12/1/97)                    6.13%                    12.71%                       7.22%

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

S&P Midcap 400 Index (reflects no deduction           7.98%                    16.20%                  11.20%
for fees, expenses or taxes)                                                                             9.57%[1]

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

Russell Midcap(R)Growth Index (reflects no            11.43%                    17.90%                       7.59%
deduction for fees, expenses or taxes)                                                                    6.22%[1]

--------------------------------------------- ---------------------- ---------------------------- --------------------------
(1)  From 2/28/01.

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 S&P  Midcap 400
Index and the Russell Midcap(R)Growth Index.  The indices'  performance  includes
reinvestment of income but does not reflect  transaction costs,  fees,  expenses
or taxes. The Fund's investments vary from those in the indices.

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 October 31, 2007.


----------------------------------------------------------------------------------------------------------- -----------------
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 redemption               None(1)           5%(2)             1%(3)            1%(4)             None
proceeds)
-------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------


--------------------------------------------------------------------------------------------------------- --------------
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                             0.68%            0.68%           0.68%            0.68%           0.68%

--------------------------------------- --------------- ---------------- --------------- ---------------- --------------
--------------------------------------- --------------- ---------------- --------------- ---------------- --------------
Distribution and/or Service (12b-1)         0.24%            1.00%           1.00%            0.50%           None
Fees
--------------------------------------- --------------- ---------------- --------------- ---------------- --------------
--------------------------------------- --------------- ---------------- --------------- ---------------- --------------

Other Expenses                              0.45%            0.36%           0.40%            0.41%           0.23%

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

Total Annual Operating Expenses             1.37%            2.04%           2.08%            1.59%           0.91%

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


Expenses may vary in future years. 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.
The Fund also receives certain credits from the Fund's custodian that, during
the fiscal year, reduced its custodial expenses for all share classes by less
than 0.01% of average daily net assets.  After the waiver, the actual "Other
Expenses" and "Total Annual Operating Expenses" as percentages of average daily
net assets were 0.40% and 1.32% for Class A, 0.35% and 2.03% for Class B,
0.39% and 2.07% for Class C and 0.37% and 1.55% for Class N.  Class Y was the
same as shown above.

1.       A contingent deferred sales charge may apply to redemptions of
     investments of $1 million or more or to certain retirement plan
     redemptions.  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.



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                                     $707                 $987              $1,287              $2,137

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

Class B Shares                                     $709                 $946              $1,309             $2,058*

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

Class C Shares                                     $313                 $658              $1,130              $2,435

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

Class N Shares                                     $263                 $506                $872              $1,904

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

Class Y Shares                                      $93                 $291                $506              $1,125

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

---------------------------------- --------------------- -------------------- ------------------- -------------------
   If shares are not redeemed:            1 Year               3 Years             5 Years             10 Years
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class A Shares                                     $707                 $987              $1,287              $2,137

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

Class B Shares                                     $209                 $646              $1,109             $2,058*

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

Class C Shares                                     $213                 $658              $1,130              $2,435

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

Class N Shares                                     $163                 $506                $872              $1,904

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

Class Y Shares                                      $93                 $291                $506              $1,125

---------------------------------- --------------------- -------------------- ------------------- -------------------
  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.
  * 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
portfolio 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, and in some cases by using hedging techniques.  The
Fund attempts to reduce its exposure to market risks by diversifying its
investments, that is, by not holding a substantial percentage of the 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 invest 25% or more of its
investments in companies in any one industry.

         However, changes in the overall market prices of securities can occur
at any time. The share prices of the Fund will change daily based on changes
in market prices of securities and market conditions, and in response to other
economic events.

Mid-Cap Stock Investments.  Mid-cap companies are those that have completed
         their initial start-up cycle, and in many cases have established
         markets and developed seasoned management teams. The portfolio
         manager searches for stocks of mid-cap companies that have the
         financial stability approximating that of larger companies and the
         high growth potential associated with smaller companies.  The
         portfolio manager will not normally invest in stocks of companies in
         "turnaround" situations until the company's operating characteristics
         have improved.

         In general, 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.

         The Fund's investments are not limited only to mid-cap issuers, and
         under normal market conditions the Fund can invest up to 20% of its
         net assets (plus borrowings for investment purposes) in stocks of
         companies in other market capitalizations, if the Manager believes
         they offer opportunities for growth.

         The Fund measures the market capitalization of an issuer at the time
         of investment to determine if it fits within the Fund's mid-cap
         definition.  Because the relative sizes of companies change over time
         as the stock market changes, the Fund's definition of what is a
         "mid-cap" company may change over time as well.  Also, as individual
         companies grow, they may no longer fit within the Fund's definition
         of a "mid-cap" issuer after the Fund buys their stock.  While the
         Fund is not required to sell stocks of companies whose market
         capitalizations grow beyond the Fund's mid-cap definition, the
         Manager might sell some of those holdings to try to lower the median
         capitalization of its portfolio (measured on a dollar weighted
         basis).  This could cause the Fund to realize capital gains on its
         investments, which could increase taxable distributions to
         shareholders.  Of course, there is no assurance that mid-cap stocks
         will grow in value.

Cyclical Opportunities.  The Fund may also 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
         cyclicals and technology sectors may benefit and offer long-term
         growth opportunities. The Fund focuses on seeking growth over the
         long term, but may seek to take tactical advantage of short-term
         market movements or events affecting particular issuers or
         industries.


Portfolio Turnover.  The Fund can engage in active and frequent short-term
         trading to try to achieve its objective.  It might have a portfolio
         turnover rate in excess of 100% annually. 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, generally it must 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 past fiscal years.

Investments by "Funds of Funds." Class Y shares of the Fund are offered as an
         investment to certain Oppenheimer funds that act as "funds of funds."
         The Fund's Board of Trustees has approved making the Fund's shares
         available as an investment for those funds. From time to time, those
         funds of funds may invest significant portions of their assets in
         shares of the Fund, and may own a significant amount of the Fund's
         outstanding shares or outstanding Class Y shares. Those funds of
         funds typically use asset allocation strategies under which they may
         increase or reduce the amount of their investments in the Fund
         frequently, and may do so on a daily basis during volatile market
         conditions. If the size of those purchases and redemptions of the
         Fund's shares were significant relative to the size of the Fund's
         assets, the Fund could be required to purchase or sell portfolio
         securities, increasing its transaction costs and possibly reducing
         its performance for all share classes. For a further discussion of
         the possible effects of frequent trading in the Fund's shares, please
         refer to the section titled "Are There Limitations on Frequent
         Purchases, Redemptions and Exchanges?" in this prospectus.

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.  Fundamental policies are those that cannot be changed without the
approval of a majority of the Fund's outstanding voting shares.  The Fund's
objective is a fundamental policy.  Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information. An
investment policy or technique 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 Manager might not
always use all of the different types of techniques and investments described
below.  These techniques have certain risks, although some are designed to
help reduce overall investment or market risks.

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

         The Fund will not invest more than 5% of its net assets in
         convertible securities that are rated below investment grade by a
         nationally recognized rating organization such as Moody's Investors
         Service or that are assigned a comparable rating by the Manager.
         "Investment grade" securities are debt securities in the four highest
         ratings categories of ratings organizations or unrated securities
         assigned a comparable rating by the Manager.  Lower-grade securities
         may be subject to greater market fluctuations and risks of loss of
         income and principal and have less liquidity than investments in
         investment-grade securities.  Debt securities are subject to credit
         risk (the risk that the issuer will not make timely payments of
         interest and principal) and interest rate risk (the risk that the
         value of the security will fall if interest rates rise).

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 may have limited liquidity, which means that the
         Fund might not be able to sell them quickly at an acceptable price.
         Their prices may be very volatile, especially in the short term.

Foreign Investing.  The Fund can buy securities in any country, including
         developed countries and emerging markets.  The Fund has no limits on
         the amount of its assets that can be invested in foreign securities,
         but has adopted an operating policy limiting its investments in
         foreign securities to 10% of its total assets.  It does not expect to
         invest substantial amounts of its assets in foreign stocks.

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.  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.
         Securities in underdeveloped countries may be more difficult to sell
         and their prices may be more volatile.  These risks could cause the
         prices of foreign stocks to fall and could therefore decrease the
         Fund's share prices.

         Additionally, if the Fund invests a significant amount of its assets
         in foreign securities, it may be exposed 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 before 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 believe to be their fair value may help deter
         those activities.

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 may not be
         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.  In addition to using derivatives for hedging, the Fund
         might use other derivative investments because they offer the
         potential for increased value.  The Fund currently does not use
         derivatives to a significant degree and is not required to use them
         in seeking its objective.

         Derivatives have special 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 the
         derivative is based, and the derivative itself, may not perform the
         way the Manager expected it to perform.  Interest rate and stock
         market changes in the U.S. and abroad may also influence the
         performance of derivatives.  As a result of these risks, the Fund
         could realize less principal or income from the investment than
         expected or its hedge might be unsuccessful.  If that happens, the
         Fund's share prices could fall.  Certain derivative investments held
         by the Fund may be illiquid.

Hedging.  The Fund can buy and sell certain kinds of futures contracts, put
         and call options and forward contracts. These are all referred to as
         "hedging instruments."  The Fund does not currently use hedging
         extensively and is not required to do so to seek its objective. It
         does not use hedging instruments for speculative purposes.  It has
         limits on the extent of its use of hedging and the types of hedging
         instruments that it can use.

         Some of these strategies could be used to hedge the Fund's portfolio
         against price fluctuations.  Other hedging strategies, such as buying
         futures and call options, could tend to increase the Fund's exposure
         to the securities market.  Forward contracts can be used to try to
         manage foreign currency risks on the Fund's foreign investments.
         Foreign currency options can be used to try to protect against declines
         in the dollar value of foreign securities the Fund owns, or to protect
         against an increase in the dollar cost of buying foreign securities.

         There are also special risks in particular hedging strategies.
         Options trading involves the payment of premiums, can increase
         portfolio turnover, and can have special tax effects on the Fund.  If
         the Manager used a hedging instrument at the wrong time or judged
         market conditions incorrectly, the hedge might fail and the strategy
         could 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 or if it could not close out a
         position because of an illiquid market.


Investments  in  Oppenheimer  Institutional  Money Market Fund. The Fund can
         invest  its free cash  balances  in Class E shares  of  Oppenheimer
         Institutional  Money  Market  Fund,  to  provide  liquidity  or for
         defensive purposes.  The Fund invests in Oppenheimer  Institutional
         Money  Market  Fund rather than  purchasing  individual  short-term
         investments  to try to seek a higher  yield than it could obtain on
         its  own.   Oppenheimer   Institutional  Money  Market  Fund  is  a
         registered open-end management  investment company,  regulated as a
         money  market fund under the  Investment  Company  Act of 1940,  as
         amended  and is  part  of  the  Oppenheimer  Family  of  Funds.  It
         invests    in    a    variety    of    short-term,    high-quality,
         dollar-denominated  money  market  instruments  issued  by the U.S.
         Government,  domestic  and foreign  corporations,  other  financial
         institutions,  and other  entities.  Those  investments  may have a
         higher  rate  of  return  than  the   investments   that  would  be
         available to the Fund directly.  At the time of an investment,  the
         Manager   cannot   predict  what  the  yield  of  the   Oppenheimer
         Institutional  Money  Market  Fund  will  be  because  of the  wide
         variety  of  instruments  that  fund  holds in its  portfolio.  The
         return on those  investments  may, in some cases, be lower than the
         return   that  would  have  been   derived   from  other  types  of
         investments  that would provide  liquidity.  As a shareholder,  the
         Fund will be subject to its  proportional  share of the expenses of
         Oppenheimer  Institutional  Money  Market  Fund's  Class E  shares,
         including  its  advisory  fee.  However,  the Manager  will waive a
         portion  of the  Fund's  advisory  fee to the  extent of the Fund's
         share  of the  advisory  fee  paid to the  Manager  by  Oppenheimer
         Institutional Money Market Fund.

Temporary  Defensive and Interim  Investments.  For temporary defensive purposes
         in  times  of  adverse  or  unstable  market,   economic  or  political
         conditions,   the  Fund  can  invest  up  to  100%  of  its  assets  in
         investments  that  may  be  inconsistent   with  the  Fund's  principal
         investment  strategies.  Generally  the Fund would  invest in shares of
         Oppenheimer  Institutional  Money  Market Fund or in the types of money
         market  instruments   described  above  or  in  other  short-term  U.S.
         Government  securities.  The  Fund  might  also  hold  these  types  of
         securities as interim  investments  pending the  investment of proceeds
         from the sale of Fund shares or the sale of Fund  portfolio  securities
         or to meet  anticipated  redemptions of Fund shares.  To the extent the
         Fund invests 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 no later than 60 days after the
         close of its first and third fiscal quarters. These required filings
         are publicly available at the Securities and Exchange Commission.
         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 adviser since 1960. The Manager
and its subsidiaries and controlled affiliates managed more than $260 billion
in assets as of December 31, 2007, 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, calculated on the daily net assets of the
         Fund, at an annual rate that declines on additional assets as the
         Fund grows: 0.75% of the first $200 million of average annual net
         assets of the Fund, 0.72% of the next $200 million, 0.69% of the next
         $200 million, 0.66% of the next $200 million, 0.60% of the next $700
         million, 0.58% of the next $1 billion and 0.56% of average annual net
         assets in excess of $2.5 billion. The Fund's advisory fee for the
         peroid ended October 31, 2007 was 0.68% 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 is available in the Fund's
         Annual Report to shareholders for the year ended October 31, 2007.

Portfolio Manager. The Fund's portfolio is managed by Richard Royce, who is
          primarily responsible for the day-to-day management of the Fund's
          investments. Mr. Royce has been portfolio manager of the Fund since
          June 2007. Prior to joining the Manager in 2007, Mr. Royce was a
          Vice President, co-portfolio manager and technology and media
          analyst at JP Morgan Asset Management from November 1998 to April
          2007. Prior to that time, Mr. Royce was an investment analyst at
          Mark Asset Management. Mr. Royce is a portfolio manager of other
          portfolios 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.





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 a processing fee for
         that service. Your account information will be shared with the dealer
         you designate as the dealer of record for the account.

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 do not list a dealer on the
         application, Class A shares are your only purchase option. The
         Distributor will act as your agent in buying Class A shares. However,
         we recommend that you discuss your investment with a financial
         advisor before you make a purchase to be sure that the Fund is
         appropriate for you. Class B, Class C or Class N shares may not be
         purchased by a new investor directly from the Distributor without the
         investor designating another registered broker-dealer. If a current
         investor no longer has another broker-dealer of record for an
         existing Class B, Class C or Class N 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.
o        Paying by Federal Funds Wire. Shares purchased through the
         Distributor may be paid for by Federal Funds wire. The minimum wire
         purchase is $2,500. Before sending a wire, call the Distributor's
         Wire Department at 1.800.225.5677 to notify the Distributor of the
         wire and to receive further instructions.
o        Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
         you can 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 share purchase 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 $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o        If you establish one of the many types of retirement plan accounts
         that OppenheimerFunds offers, more fully described below under
         "Special Investor Services," you can start your account with as
         little as $500.
o        By using an Asset Builder Plan or Automatic Exchange Plan (details
         are in the Statement of Additional Information), or government
         allotment plan, you can make an initial investment for as little as
         $500. The minimum subsequent investment is $50, except that for any
         account established under one of these plans prior to November 1,
         2002, the minimum additional investment will remain $25.
o        A minimum initial investment of $250 applies to certain fee based
         programs that have an agreement with the Distributor. The minimum
         subsequent investment for those programs is $50.
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.

o        The minimum purchase amounts listed do not apply to omnibus accounts.

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. Your financial
advisor can provide you with more information regarding the time you must
submit your purchase order and whether the adviser is an authorized agent for
the receipt of purchase orders.

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 are
         to "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 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). The Fund uses fair value pricing
         procedures to reflect what the Manager and the Board believe to be
         more accurate values for the Fund's portfolio securities, although it
         may not always be able to accurately determine such values. There can
         be no assurance that the Fund could obtain the fair value assigned to
         a security if it were to sell the security at the same time at which
         the Fund determines its net asset value per share.   In addition, the
         discussion of "time-zone arbitrage" describes effects that the Fund's
         fair value pricing policy is intended to counteract.


         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, an 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
         proper form as described in this prospectus, 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 an authorized dealer, your
         dealer must receive the order by the close of the NYSE for you to
         receive that day's offering price.  If your order is received on a
         day when the NYSE is closed or after it is closed, 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. 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
         held 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 A  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
or financial intermediary when purchasing shares or the Transfer Agent or
financial intermediary 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 shares
         you or your spouse currently own or purchases you are currently
         making to the value of your Class A share purchase. You may count
         Class A, Class B and Class C shares of the Fund and other Oppenheimer
         funds and Class A, Class B, Class C, Class G and Class H units in
         advisor sold Section 529 plans, for which the Manager or the
         Distributor serves as the Program Manager or Program Distributor.
         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,
         403(b) plans and advisor sold Section 529 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 and Single K Plans for the benefit of a sole
         proprietor).

         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. You must notify the Distributor or your current
         intermediary of any qualifying 529 plan holdings.

         To count eligible shares held in accounts at other firms, you
         may be requested to provide the Distributor or your current
         intermediary with a copy of all account statements showing
         current holdings of the Fund, other eligible Oppenheimer funds
         or qualifying 529 plans, as described above. To determine which
         Class A sales charge rate you qualify for on your current
         purchase, the Distributor or intermediary through which you are
         buying shares will calculate the value of your eligible shares
         based on their current offering price.

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 or Class A, Class B, Class C, Class G and
         Class H unit purchases in advisor-sold Section 529 plans, for which
         the Manager or Distributor serves as the Program Manager or Program
         Distributor over a 13-month period. Purchases of Class N shares or
         Class Y shares, purchases made by reinvestment of dividends or
         capital gains distributions, purchases of Class A shares under the
         "reinvestment privilege" described below, and purchases of Class A
         shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
         Reserves on which a sales charge has not been paid, will not be
         counted as "qualified purchases" for satisfying the terms of a
         Letter. You must notify the Distributor or your financial
         intermediary of any qualifying 529 plan holdings.

         The total amount of your intended purchases will determine the
         reduced sales charge rate that will apply to your Class A share
         purchases during the 13-month period. If you do not complete the
         purchases outlined in 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. You may also be able to apply the Right of Accumulation
         to these purchases.



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 into
              which shares of the Fund may be exchanged without a sales
              charge, at the net asset value per share in effect on the
              payable date. You must notify the Transfer Agent or financial
              intermediary 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 his or her financial intermediary for that privilege at
              the time of reinvestment and must identify the account from
              which the redemption was made.  This reinvestment privilege does
              not apply to reinvestment purchases made through automatic
              investment options.
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 categories of
              investors (primarily retirement plans that purchase shares in
              special programs through the Distributor). These are described
              in greater detail in Appendix A to the Statement of Additional
              Information. The Fund's Statement of Additional Information may
              be ordered by calling 1.800.225.5677 or may be accessed through
              the OppenheimerFunds website, at www.oppenheimerfunds.com (under
              the heading "I Want To," follow the hyperlink "Access Fund
              Documents" and click on the icon in the column "SAI" next to the
              Fund's name). A description of these waivers and special sales
              charge arrangements is also available for viewing on the
              OppenheimerFunds website (under the heading "Fund Information,"
              click on the hyperlink "Sales Charge Waivers"). 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 must notify the Transfer Agent at the time
              of redeeming shares for waivers that apply to contingent
              deferred sales charges.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
         Class A share purchases totaling $1 million or more of one or more of
         the Oppenheimer funds. However, those Class A shares may be subject
         to a 1.0% contingent deferred sales charge if they are redeemed
         within an 18-month "holding period" measured from the beginning of
         the calendar month of their purchase (except for shares in certain
         retirement plans, described below). That sales charge will be
         calculated on the lesser of the original net asset value of the
redeemed shares or the aggregate net asset value of the redeemed shares at the
time of redemption.

o        The Class A contingent deferred sales charge does not apply to shares
         purchased by the reinvestment of dividends or capital gain
         distributions and will not exceed the aggregate amount of the
concessions the Distributor pays on all of your purchases of Class A shares,
of all Oppenheimer funds, that are subject to the contingent deferred sales
charge.

The Distributor pays concessions from its own resources equal to 1.0% of Class
A purchases of $1 million or more (other than purchases by certain retirement
plans). The concession will not be paid on shares purchased by exchange or
shares that were previously subject to a front-end sales charge and dealer
concession.

o        Class A 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 $1 million or more in plan assets or
              by certain retirement plans or platforms offered through
              financial intermediaries or other service providers. In
              addition, there is no contingent deferred sales charge on
              redemptions of any group retirement plan Class A shares
              purchased after March 1, 2007, or certain retirement plan Class
              A shares offered through financial intermediaries or other
              service providers.

              Until March 1, 2007, the Distributor paid a concession from its
              own resources on purchases by certain group retirement plans
              that were established prior to March 1, 2001 ("grandfathered
              retirement plans"). Shares purchased in grandfathered retirement
              plans prior to March 1, 2007 will continue to be subject to the
              contingent deferred sales charge if they are redeemed within 18
              months after purchase. Beginning March 1, 2007, the Distributor
              will not pay a concession on new share purchases by retirement
              plans (except plans that have $5 million or more in plan assets)
              and no new group retirement plan purchases will be subject to
              the contingent deferred sales charge, including purchases in
              grandfathered retirement plans. For shares purchased prior to
              March 1, 2007, the concession for grandfathered retirement plans
              was 0.75% of the first $2.5 million of purchases plus 0.25% of
              purchases in excess of $2.5 million. Effective March 1, 2007,
              the concession for grandfathered retirement accounts is 0.25%.

              For retirement plans that have $5 million or more in plan assets
              within the first six months from the time the account was
              established, the Distributor may pay dealers of record
              concessions equal to 0.25% of the purchase price of Class A
              shares from its own resources at the time of sale. Those
              payments are subject to certain exceptions described in
              "Retirement Plans" in the Statement of Additional Information.



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:

----------------------------------------------------------- --------------------------------------------------------
Years Since Beginning of Month in Which Purchase Order      Contingent Deferred Sales Charge on Redemptions in
was Accepted                                                That Year
                                                            (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 that reimburses the Distributor for a portion of the costs
          of providing services to Class A shareholder accounts. The Fund
          makes these payments quarterly, based on 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 for
          providing personal service and maintenance of accounts of their
          customers that hold Class A shares.

         Prior to March 1, 2007, the Distributor paid the first year's service
         fee in advance for shares purchased in grandfathered retirement plans
         and it retained the service fee from the Fund with respect to those
         shares during the first year after their purchase. After the shares
         were held by a grandfathered retirement plan for a year, the
         Distributor paid the ongoing service fee to the dealer of record on a
         periodic basis. For shares purchased in grandfathered plans on or
         after March 1, 2007, the Distributor does not make any payment in
         advance and does not retain the service fee for the first year.


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 may 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
         Record(k)eeper 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 FASCore, LLC 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
advisor, 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 Financial Industry Regulatory Authority (FINRA), formerly known as 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 you make to the 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 by the Distributor or your authorized financial
intermediary, 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, by telephone or on the
internet. 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.


Certain Requests Require a Signature Guarantee. To protect you and the Fund
         from fraud, the following redemption requests must be in writing and
         must include a signature guarantee (although there may be other
         situations that also require a signature guarantee):
     o   You wish to redeem more than $100,000 and receive a check.
     o   The redemption check is not payable to all shareholders listed on the
         account statement.
     o   The redemption check is not sent to the address of record on your
         account statement.
     o   Shares are being transferred to a Fund account with a different owner
         or name.
     o   Shares are being redeemed by someone (such as an Executor) other than
         the owners.

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a
         guarantee of your signature by a number of financial institutions,
         including:
o        a U.S. bank, trust company, credit union or savings association,
o        a foreign bank that has a U.S. correspondent bank,
o        a U.S. registered dealer or broker in securities, municipal
         securities or government securities, or
o        a U.S. national securities exchange, a registered securities
         association or a clearing agency.
         If you are signing on behalf of a corporation, partnership or other
         business or as a fiduciary, you must also include your title in the
         signature.

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

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. Eastern time, 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 a processing fee 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 A to the
Statement of Additional Information and you advise the Transfer Agent or your
financial intermediary 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 A
         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 selected fund must offer the exchange privilege.
     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 Advisors. The Fund and the
         Transfer Agent permit dealers and financial intermediaries to submit
         exchange requests on behalf of their customers (unless that authority
         has been revoked). A fund or the Transfer Agent may limit or refuse
         exchange requests submitted by 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. 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, 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 that offers an exchange privilege 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 Securities and Exchange Commission,
         payment may be delayed or suspended. For accounts registered in the
         name of a broker-dealer, payment will normally be forwarded within
         three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
         described under "How to Sell Shares" for recently purchased shares,
         but only until the purchase payment has cleared. That delay may be as
         much as 10 days from the date the shares were purchased. That delay
         may be avoided if you purchase shares by Federal Funds wire or
         certified check.
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 and pay dividends separately for each
class of shares from net investment income on an annual basis.  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
         Oppenheimer fund, if that fund is available for exchanges and if you
         have an account established in that fund.


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.


         Every year the Fund will send you and the Internal Revenue Service 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 OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   18.67    $   17.56    $   15.04     $   13.97    $   11.43
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.14) 1      (.12) 1      (.15) 1       (.17)        (.12)
Net realized and unrealized gain                           2.72         1.23         2.67          1.24         2.66
                                                      ----------------------------------------------------------------
Total from investment operations                           2.58         1.11         2.52          1.07         2.54
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   21.25    $   18.67    $   17.56     $   15.04    $   13.97
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        13.82%        6.32%       16.76%         7.66%       22.22%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 618,567    $ 687,642    $ 618,270     $ 504,292    $ 430,514
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 681,071    $ 696,033    $ 570,513     $ 457,926    $ 366,050
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (0.73)%      (0.65)%      (0.94)%       (1.05)%      (1.01)%
Total expenses                                             1.37% 4      1.32% 4      1.39%         1.42%        1.61%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   1.32%        1.30%        1.35%         1.33%        1.32%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 1.37%
      Year Ended October 31, 2006                 1.32%



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



CLASS B     YEAR ENDED OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   17.47    $   16.56    $   14.29     $   13.37    $   11.02
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.26) 1      (.25) 1      (.27) 1       (.30)        (.23)
Net realized and unrealized gain                           2.54         1.16         2.54          1.22         2.58
                                                      ----------------------------------------------------------------
Total from investment operations                           2.28          .91         2.27           .92         2.35
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   19.75    $   17.47    $   16.56     $   14.29    $   13.37
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        13.05%        5.49%       15.89%         6.88%       21.33%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 177,264    $ 235,821    $ 310,352     $ 312,315    $ 327,880
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 198,207    $ 283,459    $ 319,953     $ 316,748    $ 291,209
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (1.44)%      (1.40)%      (1.71)%       (1.83)%      (1.75)%
Total expenses                                             2.04% 4      2.08% 4      2.26%         2.30%        2.51%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   2.03%        2.07%        2.14%         2.12%        2.06%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 2.04%
      Year Ended October 31, 2006                 2.08%



CLASS C     YEAR ENDED OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   17.47    $   16.56    $   14.29     $   13.37    $   11.02
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.27) 1      (.24) 1      (.26) 1       (.25)        (.20)
Net realized and unrealized gain                           2.54         1.15         2.53          1.17         2.55
                                                      ----------------------------------------------------------------
Total from investment operations                           2.27          .91         2.27           .92         2.35
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   19.74    $   17.47    $   16.56     $   14.29    $   13.37
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        12.99%        5.49%       15.89%         6.88%       21.33%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 135,581    $ 144,184    $ 137,308     $ 110,018    $ 103,271
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 136,508    $ 149,438    $ 126,925     $ 105,285    $  87,528
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (1.48)%      (1.39)%      (1.68)%       (1.81)%      (1.77)%
Total expenses                                             2.08% 4      2.06% 4      2.17%         2.26%        2.49%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   2.07%        2.04%        2.10%         2.10%        2.08%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 2.08%
      Year Ended October 31, 2006                 2.06%



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



CLASS N     YEAR ENDED OCTOBER 31,               2007         2006         2005         2004        2003
----------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $   18.41     $  17.36     $  14.90     $  13.87    $  11.38
----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                              (.19) 1      (.16) 1      (.19) 1      (.18)       (.17)
Net realized and unrealized gain                 2.70         1.21         2.65         1.21        2.66
                                            --------------------------------------------------------------
Total from investment operations                 2.51         1.05         2.46         1.03        2.49
----------------------------------------------------------------------------------------------------------
Net asset value, end of period              $   20.92     $  18.41     $  17.36     $  14.90    $  13.87
                                            ==============================================================

----------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2              13.63%        6.05%       16.51%        7.43%      21.88%
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $  37,722     $ 38,500     $ 34,879     $ 22,488    $ 16,606
----------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $  37,676     $ 38,644     $ 29,445     $ 18,969    $ 11,846
----------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                             (0.96)%      (0.89)%      (1.15)%      (1.28)%     (1.34)%
Total expenses                                   1.59% 4      1.60% 4      1.67%        1.80%       1.86%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                         1.55%        1.53%        1.55%        1.57%       1.64%
----------------------------------------------------------------------------------------------------------
Portfolio turnover rate                            96%          63%          39%         114%         76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007         1.59%
      Year Ended October 31, 2006         1.60%



CLASS Y     YEAR ENDED OCTOBER 31,                2007               2006           2005         2004         2003
-----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $    19.42           $  18.19       $  15.51     $  14.35     $  11.71
-----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                               (.07) 1            (.04) 1        (.08) 1      (.13)        (.19)
Net realized and unrealized gain                  2.86               1.27           2.76         1.29         2.83
                                            ---------------------------------------------------------------------------
Total from investment operations                  2.79               1.23           2.68         1.16         2.64
-----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $    22.21           $  19.42       $  18.19     $  15.51     $  14.35
                                            ===========================================================================

-----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2               14.37%              6.76%         17.28%        8.08%       22.55%
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $   43,241           $ 38,478       $ 36,769     $ 23,785     $ 17,171
-----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   38,230           $ 42,277       $ 31,030     $ 19,540     $ 11,928
-----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                              (0.33)%            (0.21)%        (0.49)%      (0.69)%      (0.80)%
Total expenses                                    0.91% 4,5,6,7      0.86% 4,5      0.89% 7      0.98% 7      1.11% 6,7
-----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                             96%                63%            39%         114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007         0.91%
      Year Ended October 31, 2006         0.86%

5. Voluntary waiver or reimbursement of indirect management fees less than
0.005%.

6. Voluntary waiver of transfer agent fees less than 0.005%.

7. Reduction to custodian expenses less than 0.005%.



INFORMATION AND SERVICES

For More Information on Oppenheimer MidCap 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 Securities and Exchange Commission's Public
Reference Room in Washington, D.C. Information on the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange
Commission at 1.202.551.8090. Reports and other information about the Fund are
available on the EDGAR database on the Securities and Exchange Commission's
Internet website at www.sec.gov. Copies may be obtained after payment of a
duplicating fee by electronic request at the Securities and Exchange
Commission's e-mail address: publicinfo@sec.gov or by writing to the
Securities and Exchange Commission '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.: 811-08297

PR00745.001.0208
Printed on recycled paper




                           Appendix to prospectus of

                            Oppenheimer MidCap Fund


         Graphic Material included in the prospectus of Oppenheimer MidCap
Fund: "Annual Total Returns (Class A) (as of 12/31 each year)":

         A bar chart will be included in the prospectus of Oppenheimer MidCap
Fund (the "Fund") depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund for each calendar year 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.


Calendar
Year                         Oppenheimer MidCap Fund
Ended                        Class A Shares

12/31/98                      29.76%
12/31/99                      94.87%
12/31/00                     -10.84%
12/31/01                     -34.13%
12/31/02                     -27.63%
12/31/03                      24.08%
12/31/04                      18.90%
12/31/05                      11.81%

12/31/06                       2.45%
12/31/07                       5.74%





--------------------------------------------------------------------------------
Oppenheimer MidCap Fund
--------------------------------------------------------------------------------
6801 South Tucson Way, Centennial, Colorado 80112-3924
1.800.CALL.OPP (225.5677)


Statement of Additional Information dated February 20, 2008

         This   Statement   of   Additional   Information   ("SAI")   is  not  a
Prospectus.  This document  contains  additional  information about the Fund and
supplements  information  in the  Prospectus  dated February 20, 2008. 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.................................
     Investment Restrictions....................................................
     Disclosure of Portfolio Holdings ..........................................
How the Fund is Managed ........................................................
     Organization and History...................................................
     Board of Trustees and Audit Committee......................................
     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: Special Sales Charge Arrangements and Waivers....................A-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 SAI  contains
supplemental  information  about  those  policies  and  risks  and the  types of
securities  that the Fund's  investment  adviser,  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.

         o   Cyclical  Opportunities.  The Fund might 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 offer  long-term  growth  opportunities.
Other cyclical  industries include insurance,  for example.  The Fund focuses on
seeking  growth over the long term,  but could seek to take  tactical  advantage
of  short-term  market  movements  or events  affecting  particular  issuers  or
industries.

         o   Investments   in  Equity   Securities.   The  Fund   focuses  its
investments   in  equity   securities  of  mid-cap  growth   companies.   Equity
securities  include common stocks,  preferred stocks,  rights and warrants,  and
securities   convertible  into  common  stock.   The  Fund's   investments  will
primarily  include stocks of companies  having a market  capitalization  between
$2  billion  and $11.5  billion,  generally  measured  at the time of the Fund's
investment.  However,  the Fund is not required to sell  securities of an issuer
it holds if the issuer's capitalization exceeds $11.5 billion.

         At times,  in the  Manager's  view,  the market  may favor or  disfavor
securities of issuers of a particular  capitalization  range.  The Fund normally
invests,  as a  non-fundamental  policy,  at least 80% of its net  assets  (plus
borrowings for  investment  purposes) in equity  securities of mid-cap  issuers.
Subject to this  non-fundamental  policy,  the Fund may change the proportion of
its equity investments in securities of different  capitalization  ranges, based
upon the Manager's  judgment of where the best market  opportunities are to seek
the Fund's objective.

         Growth  companies  might  provide new  products or services  that could
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.

         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.  The stocks of these  companies  are  selected  for the  Fund's  portfolio
because  the  Manager  believes  the price of the stock will  increase  over the
long term.
         Current   income  is  not  a   criterion   used  to  select   portfolio
securities.  However,  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).

         Mid-cap growth  companies may offer greater  opportunities  for capital
appreciation  than securities of large,  more  established  companies.  However,
securities of mid-cap  companies also involve  greater risks than  securities of
larger  companies.  In general,  securities of mid-cap issuers may be subject to
greater  price  volatility in general than  securities  of large-cap  companies.
Therefore,   to  the   degree   that  the  Fund  has   investments   in   medium
capitalization  companies at times of market volatility,  the Fund's share price
may fluctuate more than funds holding large-cap securities.

         Over-the-Counter  Securities.  Securities of mid-cap  issuers may trade
on   securities   exchanges   or   in   the    over-the-counter    market.   The
over-the-counter  markets,  both in the United States and abroad,  may have less
liquidity  than  securities  exchanges.  That lack of  liquidity  can affect the
price the Fund is able to obtain  when it wants to sell a  security,  because if
there are fewer  buyers and less  demand  for a  particular  security,  the Fund
might  not be able to sell it at an  acceptable  price or might  have to  reduce
the price in order to dispose of the security.


         In the United  States,  the  principal  over-the-counter  market is The
NASDAQ  Stock  Market,  Inc.,  which  is  regulated  by the  Financial  Industry
Regulatory  Authority  ("FINRA"),  formerly known as the NASD. It consists of an
electronic  quotation  system for certain  securities,  and a security must have
at least two market  makers to be included in  NASDAQ(R).  Other  over-the-counter
markets exist in the United States,  as well as those abroad,  wherever a dealer
is willing to make a market in a particular security.


         Convertible  Securities.  Convertible  securities  are debt  securities
that are  convertible  into an issuer's  common  stock.  Convertible  securities
are senior to common stock in a  corporation's  capital  structure and therefore
are subject to less risk than common  stock in case of the  issuer's  bankruptcy
or liquidation.

                  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:  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.

                  While convertible  securities are a form of debt security,  in
many  cases  their   conversion   feature   (allowing   conversion  into  equity
securities)  causes  them to be  regarded  more as  "equity  equivalents."  As a
result,  the credit  rating  assigned  to the  security  has less  impact on the
Manager's  investment  decision with respect to convertible  securities  than in
the  case of  non-convertible  fixed-income  securities.  To  determine  whether
convertible  securities should be regarded as "equity  equivalents," the Manager
may examine 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.

                   o  Credit  Risk.  Convertible  securities  are  subject  to
credit  risk.  Credit  risk  relates  to the  ability of the issuer of a debt 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  ratings  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.

                   o Special  Risks of  Lower-Grade  Securities.  The Fund may
invest in  convertible  securities  that are rated below  investment  grade by a
nationally  recognized rating  organization such as Moody's Investors Service or
that are  assigned  a  comparable  rating  by the  Manager.  "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 similar  ratings by other  rating  organizations.  If they are  unrated,  and
are  determined  by the Manager to be of comparable  quality to debt  securities
rated  below  investment   grade,   they  are  included  in  limitation  on  the
percentage of the Fund's assets that can be invested in lower-grade securities.


         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  insolvency.  An
overall  decline in values in the  high-yield  bond  market is also more  likely
during a period  of  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 SAI. 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  and Poor's
are  investment-grade  and are not regarded as junk bonds,  those securities may
be subject to special risks, and have some speculative characteristics.

                  o  Interest  Rate  Risks.   In  addition  to  credit  risks,
convertible  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.

         Preferred  Stock.  Preferred  stock,  unlike common stock, has a stated
dividend  rate  payable  from  the  corporation's   earnings.   Preferred  stock
dividends   may  be   cumulative  or   non-cumulative.   "Cumulative"   dividend
provisions  require  all or a  portion  of  prior  unpaid  dividends  to be paid
before  dividends  can be paid on the issuer's  common  stock.  Preferred  stock
may  be  "participating"  stock,  which  means  that  it may  be  entitled  to a
dividend exceeding the stated dividend in certain cases.

                  If  interest  rates  rise,  the fixed  dividend  on  preferred
stocks  may be less  attractive,  causing  the  price  of  preferred  stocks  to
decline.  Preferred stock may have mandatory  sinking fund  provisions,  as well
as provisions  allowing calls or redemptions  prior to maturity,  which can also
have a negative  impact on prices when interest rates decline.  Preferred  stock
generally  has  a  preference  over  common  stock  on  the  distribution  of  a
corporation's  assets  in the  event  of  liquidation  of the  corporation.  The
rights of  preferred  stock on  distribution  of a  corporation's  assets in the
event of a liquidation are generally  subordinate to the rights  associated with
a corporation's debt securities.

         Rights  and  Warrants.  The Fund can  invest up to 5% of its net assets
in  warrants  or  rights.  That 5%  limitation  does not apply to  warrants  and
rights  the  Fund  has  acquired  as part of  units  of  securities  or that are
attached  to other  securities  that  the  Fund  buys.  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.

         o  Portfolio  Turnover.  "Portfolio  turnover"  describes the rate at
which the Fund traded its portfolio  securities  during its last fiscal  period.
For  example,  if the 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.  The Fund may 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 ("IRC").


Other  Investment  Techniques  and  Strategies.  In seeking its  objective,  the
Fund  from  time  to time  can  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.

         o Foreign  Securities.  "Foreign  securities" include equity and debt
securities  of companies  organized  under the laws of countries  other than the
United  States and debt  securities  of foreign  governments  that are traded on
foreign securities  exchanges or in foreign  over-the-counter  markets. The Fund
can  purchase  equity  and debt  securities  (which may be  denominated  in U.S.
dollars or  non-U.S.  currencies)  issued by foreign  corporations,  or that are
issued or guaranteed by certain  supranational  entities  (described  below), or
foreign  governments  or their  agencies  or  instrumentalities.  These  include
securities issued by U.S. corporations  denominated in non-U.S.  currencies.  In
normal market conditions,  the Fund does not expect to hold significant  amounts
of foreign debt securities.

         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 not considered  "foreign  securities"
for the purpose of the Fund's investment  allocations.  That is because they are
not subject to some of the special  considerations  and risks,  discussed below,
that apply to foreign securities traded and held abroad.

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

                  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,   currency   devaluation  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.


o      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 of 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 IRCss.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  on  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
domicile 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."

         Special  Risks of Emerging  Markets.  Emerging and  developing  markets
abroad may also  offer  special  opportunities  for  growth  investing  but have
greater  risks than more  developed  foreign  markets,  such as those in Europe,
Canada,  Australia,  New Zealand and Japan.  There may be even less liquidity in
their securities  markets,  and settlements of purchases and sales of securities
may be subject  to  additional  delays.  They are  subject  to greater  risks of
limitations  on the  repatriation  of income and  profits  because  of  currency
restrictions  imposed by local governments.  Those countries may also be subject
to the risk of greater  political  and economic  instability,  which can greatly
affect the volatility of prices of securities in those countries.

         o Investing in Small,  Unseasoned  Companies.  The Fund can 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.  These are more  speculative  securities  and
can increase the Fund's overall portfolio risks.

         o Repurchase  Agreements.  The Fund can acquire securities subject to
repurchase agreements.  It might do so
o        for liquidity purposes to meet anticipated redemptions of Fund shares,
o        pending the investment of the proceeds from sales of Fund shares,
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 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.  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 that are 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  or  sale  of the  collateral  may  be  subject  to  legal
proceedings.

         o  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 will not invest  more than 10% of its net  assets in  illiquid
or  restricted  securities.  The Board can  increase  that  limit to 15%.  These
percentage   restrictions  are  not  fundamental   policies  and  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.

         o  Loans of  Portfolio  Securities.  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 25% of the value of the  Fund's net  assets.  The Fund  currently  does not
intend to engage in loans of  securities,  but if it does so,  such  loans  will
not likely exceed 5% of the Fund's net 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  and  administrative  fees  in
connection  with  these  loans.   The  terms  of  the  Fund's  loans  must  meet
applicable  tests  under the IRC and must  permit the Fund to  reacquire  loaned
securities  on five  (5)  days'  notice  or in  time  to  vote on any  important
matter.


         o Borrowing  for  Leverage.  The Fund has the ability to borrow up to
10% of the value of its net assets  from banks on an  unsecured  basis to invest
the borrowed  funds in portfolio  securities.  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 fails to
meet this 300% asset  coverage  requirement,  the Fund will reduce its bank debt
within  three  days to meet the  requirement.  To do so,  the Fund might have to
sell a portion of its investments at a disadvantageous time.

         The Fund will pay interest on these loans,  and that  interest  expense
will  raise the  overall  expenses  of the Fund and reduce  its  returns.  If it
does borrow,  its expenses  will be greater  than  comparable  funds that do not
borrow for  leverage.  Additionally,  the Fund's net asset value per share might
fluctuate  more  than  that of funds  that do not  borrow.  Currently,  the Fund
does not  contemplate  using  this  technique,  but if it does  so,  it will not
likely do so to a substantial degree.


         o  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  SAI.  However,  the Fund  does  not use,  and does not  currently
contemplate  using,  derivatives or hedging  instruments to a significant degree
and is not obligated to use them in seeking its objective.


         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.

         o  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.  The
Fund does not  anticipate  investing a  substantial  amount of its net assets in
shares of other investment companies.

         o Hedging.  Although the Fund does not  anticipate  the extensive use
of hedging  instruments,  the Fund can use them.  It is not required to do so in
seeking  its  objective.  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 seek  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's  strategy  of  hedging  with  futures  and  options  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) stock  indices  (these are  referred to as "stock  index  futures"),  (2) an
individual stock ("single stock  futures"),  (3) foreign  currencies  (these are
referred to as "forward  contracts"),  and (4)  commodities  (these are referred
to as "commodity futures").

         A  broadly-based  stock  index is used as the basis for  trading  stock
index  futures.  In some cases  stock  indices may 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.  These  contracts  obligate
the seller to deliver,  and the  purchaser  to take cash to settle,  the futures
obligation.  There is no delivery  of the  underlying  securities  to settle the
obligation.

         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  future
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").  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  can buy and  sell  certain
kinds of put  options  ("puts")  and call  options  ("calls").  The Fund can buy
and sell exchange-traded and  over-the-counter  put and call options,  including
options on indices, securities, currencies, commodities and futures.

                  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
segregating  liquid assets to enable the Fund to satisfy its  obligations if the
call  is  exercised.  Not  more  than  25% of the  Fund's  total  assets  may be
subject to calls the Fund writes.

         When the Fund  writes a call,  it  receives  cash (a  premium).  In the
case of a call on a security,  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  of  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.

         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.

                  Writing  Uncovered  Call  Options  on Futures  Contracts.  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  segregating an equivalent
dollar  amount  of liquid  assets.  The Fund will  segregate  additional  liquid
assets if the value of the  segregated  assets  drops  below 100% of the current
value  of  the  future.   Because  of  this  segregation   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 a security  gives the purchaser the right to sell,  and the writer the
obligation  to buy, the  underlying  security 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 have to be  segregated,  as  described  below,  to
cover put options.

         If the  Fund  sells a put  option,  it must be  covered  by  segregated
liquid  assets.  The  premium  the  Fund  receives  from  writing  a put  option
represents a profit, as long as the price of the underlying  investment  remains
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  the  Fund  writes  a put  that  expires
unexercised,  the  Fund  realizes  a gain  in the  amount  of the  premium  less
transaction  costs.  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 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 on its
books  having  a value  equal  to or  greater  than  the  exercise  price of the
underlying  security.  The Fund therefore  forgoes the  opportunity of investing
the segregated 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 exchange or  broker-dealer  through which
the put was sold.  That notice will require the Fund to exchange  currency  (for
a put  written on a  currency)  at the  specified  rate of  exchange  or 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 the
Fund  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  permit the Fund to write  another  put option on the  security  or to sell
the  security  and use the  proceeds  from the sale for other  investments.  The
Fund  will  realize  a  profit  or  loss  from a  closing  purchase  transaction
depending  on  whether  the  cost of the  transaction  is less or more  than the
premium  received  from  writing the put option.  Any profits  from writing puts
are  considered  short-term  capital  gains for federal tax  purposes,  and when
distributed by the Fund, are taxable as ordinary income.

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

         The  Fund  can  buy  puts  whether  or  not  it  holds  the  underlying
investment in its  portfolio.  When the Fund  purchases a put, it pays a premium
and,  except  as to puts  on  indices,  has the  right  to sell  the  underlying
investment  to a seller of a put on a  corresponding  investment  during the put
period at a fixed exercise price.

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

         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  from liquid
assets  identified  on the Fund's  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  liquid  assets  on  its  books  having  a  value  equal  to the
aggregate amount of the Fund's commitment under such option position.

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

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

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

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

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

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

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


         Regulatory  Aspects  of Hedging  Instruments.  The  Commodities  Future
Trading  Commission  (the "CFTC") has 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  adviser
(as they may be amended from time to time),  and as  otherwise  set forth in the
Fund's Prospectus or this SAI.


         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 adviser as the Fund (or
an adviser that is an  affiliate  of the Fund's  adviser).  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 IRC.  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 IRC.  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 IRC,  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
IRC for that trade,  which may  increase  or  decrease  the amount of the Fund's
investment income available for distribution to its shareholders.

         o   Temporary   Defensive  and  Interim   Investments.   When  market
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 buy:

o        high-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),
o        short-term debt obligations of corporate issuers,
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.

         o 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 SAI 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  SAI,  as  appropriate.  The  Fund's  most  significant
investment policies are described in the Prospectus.


Investment Restrictions

         o  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 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  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 underwrite  securities issued by others,  except to the
              extent that a fund may be  considered  an  underwriter  within the
              meaning  of  the  Securities   Act  of  1933,  as  amended,   when
              reselling securities held in its own portfolio.
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  Non-Fundamental  Investment  Restrictions.  The  Fund has a number
of other  investment  restrictions  that  are not  fundamental  policies,  which
means  that they can be changed  by vote of a  majority  of the Fund's  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  invest  in or  hold  securities  of  any  issuer  if
              officers  and  Trustees  or  directors  of the Fund or the Manager
              individually  or  beneficially  own  more  than1/2of  1%  of  the
              securities  of that  issuer and  together  own more than 5% of the
              securities of that issuer.
o        The Fund cannot purchase  securities on margin.  However,  the Fund can
              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 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.
o        The Fund  cannot  pledge,  mortgage or  hypothecate  any of its assets.
              However,   this  does  not   prohibit   the  escrow   arrangements
              contemplated by writing  covered call options or other  collateral
              or  margin  arrangements  in  connection  with any of the  hedging
              instruments permitted by any of its other investment policies.

         Unless  the   Prospectus   or  this  SAI  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
illquid  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  classifications  of  industries  and
groups  of  related  industries.   These  classifications  are  not  fundamental
policies.


      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 its  semi-annual  report  to
                  shareholders,  its  annual  report  to  shareholders,  or  its
                  Statements of  Investments  on Form N-Q.  Those  documents are
                  publicly  available  at  the  SEC.  In  addition,  the  top 20
                  month-end  holdings  may be  posted  on the  OppenheimerFunds'
                  website at  www.oppenheimerfunds.com  (select  the Fund's name
                  under the "View  Fund  Information  for:"  menu) with a 15-day
                  lag.  The  Fund  may  release  a  more   restrictive  list  of
                  holdings  (e.g.,  the top five or top 10  portfolio  holdings)
                  or may release no  holdings  if that is in the best  interests
                  of the Fund and its  shareholders.  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.


               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 20  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 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,  FINRA,
                  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.

      Any  permitted  release  of  otherwise   non-public   portfolio   holdings
      information  must  be  in  accordance  with  the  then-current  policy  on
      approved methods for communicating confidential information.

      The Chief  Compliance  Officer  (the  "CCO") of the Fund and the  Manager,
      Distributor,  and  Transfer  Agent  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 Fund  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   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 June
1997.

o      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,
o        will generally have a different net asset value,
o        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.

o      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.

o      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 Audit Committee.  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 comprised solely of
Trustees who are not "interested persons" under the Investment Company Act
(the "Independent Trustees"). The members of the Audit Committee are David K.
Downes (Chairman), Thomas W. Courtney, Robert G. Galli, Lacy B. Herrmann and
Brian Wruble. The Audit Committee held 4 meetings during the Fund's fiscal
year ended October 31, 2007. 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 registered public accounting firm 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;
(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 Audit Committee's functions include selecting and nominating, to
the full Board, nominees for election as Trustees, and selecting and
nominating Independent Trustees for election. The Audit 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 Audit Committee has been able to identify from its own
resources an ample number of qualified candidates. Nonetheless, shareholders
may submit names of individuals, accompanied by complete and properly
supported resumes, for the Audit Committee's consideration by mailing such
information to the Audit Committee. 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, NY 10281-1008, to the attention of the Board of Trustees
of Oppenheimer MidCap 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
("MassMutual") (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain
other relationships with MassMutual or its subsidiaries, with registered
broker-dealers, or with the Funds' outside legal counsel may cause a person to
be deemed an "interested person."


         Although candidates are expected to provide a mix of attributes,
experience, perspective and skills necessary to effectively advance the
interests of shareholders, the Audit Committee has not established specific
qualifications that must be met by a trustee nominee. In evaluating trustee
nominees, the Audit 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 Audit Committee also considers whether the
individual's background, skills, and experience will complement the
background, skills, and experience of other nominees. The Audit Committee may,
upon Board approval, retain an executive search firm or use the services of
legal, financial, or other external counsel to assist in screening potential
candidates.


         There are no differences in the manner in which the Audit Committee
evaluates nominees for trustees based on whether the nominee is recommended by
a shareholder.


Trustees and Officers of the Fund.  Except for Mr. Murphy, each of the
Trustees is an "Independent Trustee" under the Investment Company Act. All of
the Trustees are also directors or trustees of the following Oppenheimer funds
(referred to as "Board III Funds"):


              Bond Fund Series
              Oppenheimer MidCap Fund

              Oppenheimer Equity Income Fund, Inc.
              Oppenheimer Quest For Value Funds
              Oppenheimer Quest International Value Fund, Inc.
              Oppenheimer Rising Dividends Fund, Inc.
              Rochester Fund Municipals
              Rochester Portfolio Series

         In addition to being a Board member of each of the Board III Funds,
Messrs. Downes, Galli and Wruble are also directors or trustees of 53 other
portfolios in the OppenheimerFunds complex.


         Present or former officers, directors, trustees and employees (and
their immediate family members) of the Fund, the Manager and its affiliates,
and retirement plans established by them for their employees are permitted to
purchase Class A shares of the Fund and the other Oppenheimer funds at net
asset value without sales charge. The sales charge on Class A shares is waived
for that group because of the reduced sales efforts realized by the
Distributor.



         Messrs. O'Hare, Gillespie, Murphy, Petersen, Szilagyi, Vandehey,
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 III Funds. As of
January 25, 2008,  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 III Funds or of any entity directly or indirectly controlling,
controlled by or under common control with the Manager or the Distributor.


         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"). 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; Other       Dollar Range of     Aggregate Dollar Range
with the Fund, Length of     Trusteeships/Directorships Held; Number of Portfolios      Shares Beneficially   of Shares Beneficially
Service, Age                 in the Fund Complex Currently Overseen                      Owned in the Fund   Owned in Supervised Funds
---------------------------- --------------------------------------------------------- --------------------- ------------------------
---------------------------- --------------------------------------------------------- ----------------------------------------------
                                                                                                  As of December 31, 2006
---------------------------- --------------------------------------------------------- ----------------------------------------------
---------------------------- --------------------------------------------------------- --------------------- ------------------------

Thomas W. Courtney,          Principal of Courtney Associates, Inc. (venture capital           None          $50,001-$100,000
Chairman of the Board of     firm) (since 1982); General Partner of Trivest Venture
Trustees since 2001,         Fund (private venture capital fund); President of
Trustee since 1997           Investment Counseling Federated Investors, Inc.
 Age: 74                     (1973-1982); Trustee of the following open-end
                             investment companies: Cash Assets Trust (1984), Premier
                             VIT (formerly PIMCO Advisers VIT), Tax Free Trust of
                             Arizona (since 1984) and four funds for the Hawaiian
                             Tax Free Trust. Oversees 10 portfolios in the
                             OppenheimerFunds complex.

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

David K. Downes,             President, Chief Executive Officer and Board Member of            None               Over $100,000
Trustee since 2005           CRAFund Advisors, Inc. (investment management company)
 Age: 68                     (since January 2004); President of The Community
                             Reinvestment Act Qualified Investment Fund (investment
                             management company) (since January 2004); Independent
                             Chairman of the Board of Trustees of Quaker Investment
                             Trust (registered investment company) (since January
                             2004); Director of Internet Capital Group (information
                             technology company) (since October 2003); Chief
                             Operating Officer and Chief Financial Officer of
                             Lincoln National Investment Companies, Inc. (subsidiary
                             of Lincoln National Corporation, a publicly traded
                             company) and Delaware Investments U.S., Inc.
                             (investment management subsidiary of Lincoln National
                             Corporation) (1993-2003); President, Chief Executive
                             Officer and Trustee of Delaware Investment Family of
                             Funds (1993-2003); President and Board Member of
                             Lincoln National Convertible Securities Funds, Inc. and
                             the Lincoln National Income Funds, TDC (1993-2003);
                             Chairman and Chief Executive Officer of Retirement
                             Financial Services, Inc. (registered transfer agent and
                             investment adviser and subsidiary of Delaware
                             Investments U.S., Inc.) (1993-2003); President and
                             Chief Executive Officer of Delaware Service Company,
                             Inc. (1995-2003); Chief Administrative Officer, Chief
                             Financial Officer, Vice Chairman and Director of
                             Equitable Capital Management Corporation (investment
                             subsidiary of Equitable Life Assurance Society)
                             (1985-1992); Corporate Controller of Merrill Lynch &
                             Company (financial services holding company)
                             (1977-1985); held the following positions at the
                             Colonial Penn Group, Inc. (insurance company):
                             Corporate Budget Director (1974-1977), Assistant
                             Treasurer (1972-1974) and Director of Corporate Taxes
                             (1969-1972); held the following positions at Price
                             Waterhouse & Company (financial services firm): Tax
                             Manager (1967-1969), Tax Senior (1965-1967) and Staff
                             Accountant (1963-1965); United States Marine Corps
                             (1957-1959). Oversees 63 portfolios in the
                             OppenheimerFunds complex.

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

Robert G. Galli,             A director or trustee of other Oppenheimer funds.                 None          Over $100,000
Trustee since 1998           Oversees 63 portfolios in the OppenheimerFunds complex.*
Age: 74

---------------------------- --------------------------------------------------------- --------------------- ------------------------
---------------------------- --------------------------------------------------------- --------------------- ------------------------
Lacy B. Herrmann,            Founder and Chairman Emeritus of Aquila Group of Funds            None          $10,001-$50,000
Trustee since 1997           (open-end investment company) (since December 2004);

 Age: 78                     Chairman of Aquila Management Corporation and Aquila
                             Investment Management LLC (since August 1984); Chief
                             Executive Officer and President of Aquila Management
                             Corporation (August 1984-December 1994); Vice
                             President, Director and Secretary of Aquila
                             Distributors, Inc. (distributor of Aquila Management
                             Corporation); Treasurer of Aquila Distributors, Inc.;
                             President and Director of STCM Management Company, Inc.
                             (sponsor and adviser to CCMT); Chairman, President and
                             Director of InCap Management Corporation (until 2004);
                             Director of OCC Cash Reserves, Inc. (open-end
                             investment company) (June 2003-December 2004); Trustee
                             of Premier VIT (formerly PIMCO Advisors VIT)
                             (investment company) (since 1994); Trustee of OCC
                             Accumulation Trust (open-end investment company) (until
                             December 2004); Trustee Emeritus of Brown University
                             (since June 1983). Oversees 10 portfolios in the
                             OppenheimerFunds complex

---------------------------- --------------------------------------------------------- --------------------- ------------------------
---------------------------- --------------------------------------------------------- --------------------- ------------------------
Brian F. Wruble,             General Partner of Odyssey Partners, L.P. (hedge fund)       $1 to $10,000           Over $100,000
Trustee since 2001           (since September 1995); Director of Special Value

 Age: 64                     Opportunities Fund, LLC (registered investment company)
                             (since September 2004); Member of Zurich Financial
                             Investment Advisory Board (insurance) (since October
                             2004); Chairman (since August 2007) and Trustee (since
                             August 1991) of the Board of Governing Trustees of the
                             Jackson Laboratory (non-profit); 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 (investment research,
                             non-profit) (2000-2002); Governor, Jerome Levy
                             Economics Institute of Bard College (economics
                             research) (August 1990-September 2001); Director of Ray
                             & Berendtson, Inc. (executive search firm) (May
                             2000-April 2002). Oversees 63 portfolios in the
                             OppenheimerFunds complex.


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

*        In addition to serving as a director or trustee of each of the Board III
Funds, Messrs .Downes, Galli and Wruble also serve on the Boards of 53 other
Oppenheimer funds that are not Board III Funds.


         Mr. Murphy is an "Interested Trustee" because he is affiliated with
the Manager by virtue of his positions as an officer and director of the
Manager, and as a shareholder of its parent company. The 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.

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

                                                                                                     As of December 31, 2006

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

John V. Murphy,             Chairman, Chief Executive Officer and Director of the Manager           None        Over $100,000
Trustee since 2001 and      (since June 2001); President of the Manager (September
President and Principal     2000-March 2007); President and director or trustee of other
Executive Officer since     Oppenheimer funds; President and Director of Oppenheimer
2005                        Acquisition Corp. ("OAC") (the Manager's parent holding
Age: 58                     company) and of Oppenheimer Partnership Holdings, Inc. (holding
                            company subsidiary of the Manager) (since July 2001); Director
                            of OppenheimerFunds Distributor, Inc. (subsidiary of the
                            Manager) (November 2001-December 2006); 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 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  2003); Chairman of the Investment Company Institute's
                            Board of Governors (since October 2007). Oversees 102
                            portfolios in the OppenheimerFunds complex.

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


         The addresses of the officers in the chart below are as follows: for
Messrs. Royce, Gillespie and Zack and Ms. Bloomberg, Two World Financial
Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs.
Petersen, Szilagyi, Vandehey, 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
----------------------------------- -----------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------------

Richard Royce,                      Mr. Royce has been portfolio manager of the Fund since June 2007. Prior to joining the
Vice President and Portfolio        Manager in 2007, Mr. Royce was a Vice President, co-portfolio manager and technology and
Manager since 2007                  media analyst at JP Morgan Asset Management (November 1998-April 2007). Prior to that time,
Age:42                              Mr. Royce was an investment analyst at Mark Asset Management. A portfolio manager and officer

                                    of 2 portfolios in the OppenheimerFunds complex.

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

Mark S. Vandehey,                   Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Vice
Vice President and Chief            President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and
Compliance Officer since 2004       Shareholder Services, Inc. (since June 1983). Former Vice President and Director of Internal
Age: 57                             Audit of the Manager (1997-February 2004). An officer of 102 portfolios in the

                                    OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------------

Brian W. Wixted,                    Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the
Treasurer and Principal Financial   following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
& Accounting Officer since 1999     Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer
Age: 48                             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) . An officer of 102 portfolios in the OppenheimerFunds
                                    complex.

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

Brian Petersen,                     Vice President of the Manager (since Febraury 2007); Assistant Vice President of the Manager
Assistant Treasurer since 2004      (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November
Age: 37                             1998-July 2002). An officer of 102 portfolios in the OppenheimerFunds complex.

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

Brian C. Szilagyi,                  Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting
Assistant Treasurer since 2005      and Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of
Age: 37                             Berger Financial Group LLC (May 2001-March 2003); Director of Mutual Fund Operations at
                                    American Data Services, Inc. (September 2000-May 2001). An officer of 102 portfolios in the
                                    OppenheimerFunds complex.

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

Robert G. Zack,                     Executive Vice President (since January 2004) and General Counsel (since March 2002) of the
Secretary since 2001                Manager; General Counsel and Director of the Distributor (since December 2001); General
Age: 59                             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 International Distributor Limited (since December 2003);
                                    Senior Vice President (May 1985-December 2003). An officer of 102 portfolios in the
                                    OppenheimerFunds complex.

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

Kathleen T. Ives,                   Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since October
Assistant Secretary since 2001      2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October
Age: 42                             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 102 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,                  Vice President and Associate Counsel of the Manager (since May 2004); First Vice President
Assistant Secretary since 2004      (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS
Age: 39                             Financial Services Inc. (formerly, PaineWebber Incorporated). An officer of 102 portfolios in

                                    the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------------

Phillip S. Gillespie,               Senior Vice President and Deputy General Counsel of the Manager (since September 2004); Mr.
Assistant Secretary since 2004      Gillespie held the following positions at Merrill Lynch Investment Management: First Vice
Age: 43                             President (2001-September 2004); Director (2000-September 2004) and Vice President
                                    (1998-2000). An officer of 102 portfolios in the OppenheimerFunds complex.

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


     o  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's  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 October 31, 2007. 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, 2007.



----------------------------------- --------------------- ----------------------------------------------------------------------
                                         Aggregate           Retirement                               Total Compensation From
Trustee Name and Other Fund                               Benefits Accrued      Estimated Annual
Position(s)                          Compensation From     as Part of Fund       Benefits Upon       the Fund and Fund Complex
(as applicable)                         the Fund(1)           Expenses           Retirement(2)                  (3)
----------------------------------- --------------------- ----------------------------------------------------------------------
----------------------------------- --------------------------------------------------------------------------------------------

                                          Fiscal year ended 10/31/07                                          12/31/07

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

Thomas W. Courtney                         $7,226              $2,646               $100,284                  $213,625

Chairman of the Board and Audit
Committee Member
----------------------------------- --------------------- ----------------------------------------------------------------------
----------------------------------- --------------------- ----------------------------------------------------------------------

David K. Downes(4)                         $6,313               $498                 $4,391                 $180,587(9)
Audit Committee Chairman

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

Robert G. Galli                            $5,603              $2,225             $107,096(5)               $330,533(6)
Audit Committee Member

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

Lacy B. Herrmann                           $5,704               $598                $88,150                   $169,625

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

Brian F. Wruble                          $5,603(10)            $1,253              $45,544(7)               $335,190(8)

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

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

     2. "Estimated  Annual Benefits Upon Retirement" is based on a straight life
payment plan election with the assumption that a Director will retire at the age
of 75 and is  eligible  (after 7 years of service)  to receive  retirement  plan
benefits  as  described  below under  "Retirement  Plan for  Director]."  Actual
benefits upon  retirement may vary based on retirement age, years of service and
benefit payment elections of the Director].

     3.  "Total  Compensation  From the Fund and Fund  Complex"  includes  fees,
deferred compensation (if any) and accrued retirement benefits (if any).

     4. Mr.  Downes was appointed as Director of the Board III Funds on December
16, 2005.

     5. Includes $57,285 estimated  benefits to be paid to Mr. Galli for serving
as a director  or trustee of 53 other  Oppenheimer  funds that are not Board III
Funds.

     6.  Includes  $190,533  for  serving as a  director  or trustee of 53 other
Oppenheimer funds (at December 31, 2007) that are not Board III Funds.

     7. Includes $4,355 estimated  benefits to be paid to Mr. Wruble for serving
as a director  or trustee of 53 other  Oppenheimer  funds that are not Board III
Funds.

     8.  Includes  $195,190  for  serving as a  director  or trustee of 53 other
Oppenheimer funds (at December 31, 2007) that are not Board III Funds.

     9.  Includes  $25,  587 for  serving as a  director  or trustee of 53 other
Oppenheimer funds (at December 31, 2007) that are not Board III Funds.

     10. Includes $4,579 deferred by Mr. Wruble under the "Compensation Deferral
Plan" described below.



     o Retirement Plan for Trustees. The Fund has adopted a retirement plan that
provides for payments to retired Independent Trustees. Payments are up to 80% of
the average  compensation paid during a Trustee's five years of service in which
the  highest  compensation  was  received.  A Trustee  must serve as director or
trustee  for any of the Board III 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.

     o  Compensation  Deferral  Plan for  Trustees.  The Board of  Trustees  has
adopted a Compensation  Deferral 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 the Fund. Under the plan, the compensation  deferred by
a Trustee  is  periodically  adjusted  as though an  equivalent  amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee. The
amount  paid to the  Trustee  under the plan will be  determined  based upon the
amount of compensation deferred and the performance of the selected funds.

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


     o Major Shareholders.  As of January 25, 2008, 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:

     Orchard  Trust Co LLC,  fbo OPPEN  RECORDKEEPERPRO,  8515 E  Orchard  Road,
Greenwood  Village,  CO  80111-500,  which  owned  163,984.236  Class N  shares,
representing 9.53% of the Class N shares then outstanding;

     Oppenheimer  Portfolio Series Active  Allocation Tact Comp, Attn: FPA Trade
Settle  (2-FA),  6803 S Tucson  Way,  Centennial,  CO,  80112-3924,  which owned
2,063,052.679  Class Y shares,  representing  72.89% of the Class Y shares  then
outstanding;

     Taynik & Co., c/o Investors Bank & Trust, P.O. Box 9130, Boston, MA
02117-9130,  which owned 233,627.350 Class Y shares,  representing  8.25% of the
Class Y

shares then outstanding;


     OFI Trust Company TR,  OppenheimerFunds,  Inc., Deferred Compensation Plan,
Attn.: Susan Cisneros,  225 Liberty Street, 11th Floor, New York, NY 10281-1024,
which owned 217,571.644 Class Y shares, representing 7.68% of the Class Y 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.


     o 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  1.202.551.8090.  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.

     o Portfolio  Proxy  Voting.  The Fund has adopted  Portfolio  Proxy  Voting
Policies and Procedures,  which include Proxy Voting Guidelines, 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  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 Proxy Voting Guidelines,  the Manager
will vote the portfolio  proxy in accordance  with the Proxy Voting  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 Proxy
Voting  Guidelines  or the Proxy Voting  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 Proxy Voting  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.

     o 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.


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


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

     The Fund pays  expenses  not  expressly  assumed by the  Manager  under the
advisory  agreement.  The advisory  agreement lists examples of expenses paid by
the Fund. The major categories relate to interest, taxes, brokerage commissions,
fees to certain Trustees, legal and audit expenses, custodian and transfer agent
expenses,  share issuance costs,  certain  printing and  registration  costs and
non-recurring expenses,  including litigation costs. The management fees paid by
the Fund to the Manager are calculated at the rates described in the Prospectus,
which are applied to the assets of the Fund as a whole.  The fees are  allocated
to each class of shares  based upon the  relative  proportion  of the Fund's net
assets  represented by that class.  The management  fees paid by the Fund to the
Manager during its last three fiscal years were:

       Fiscal Year ended 10/31:                            Management Fees Paid to OppenheimerFunds, Inc.
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------
                 2005                                                        $7,301,284
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------
                 2006                                                        $8,098,963
--------------------------------------- -----------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------------------

                 2007                                                        $7,392,339

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

         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 in connection with matters to which the agreement relates.

         The agreement permits the Manager to act as investment adviser 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
adviser or general distributor. If the Manager shall no longer act as
investment adviser 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 Richard Royce
         (referred to as the "Portfolio Manager").  He is the person
         responsible for the day-to-day management of the Fund's investments.



         o  Other Accounts Managed.  In addition to managing the Fund's
         investment portfolio, the Portfolio Manager also manages another
         investment portfolio on behalf of the Manager or its affiliates. The
         following table provides information regarding the other portfolios
         and accounts managed by the Portfolio Manager as of October 31,
         2007.  No portfolio has a performance-based advisory fee:



                                                 Registered Investment      Other Pooled      Other Accounts(2)
                                                       Companies         Investment Vehicles
         --------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------

         Accounts Managed                                  1                      0                   0

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

         Total Assets Managed(1)                       $1,121                       0                  0
         1.   In millions.
         2.   Does not include personal accounts of portfolio managers and
         their families, which are subject to the Code of Ethics.



                As indicated above, the Portfolio Manager also manages another
         investment portfolio.  Potentially, at times, those responsibilities
         could conflict with the interests of the Fund.  That may occur
         whether the investment objectives and strategies of the other fund
         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 he 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 obligation 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 different times, the Fund's Portfolio Manager may manage other
         funds or accounts with investment objectives and strategies similar
         to those of the Fund, or he may manage funds or accounts with
         different investment objectives and strategies.


o        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 investors.  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 October 31, 2007, 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.


         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, to help the Manager attract and retain talent. 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 benchmark selected by management.  The Lipper benchmark
         with respect to the Fund is Lipper Mid-Cap Growth Funds.  Other
         factors 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 managed by the Portfolio Manager.  The compensation
         structure of the other fund managed by the Portfolio Manager is the
         same as the compensation structure of the Fund, described above.


                o  Ownership of Fund Shares.  As of October 31, 2007, the
         Portfolio Manager beneficially owned shares of the Fund as follows:


                  ------------------------------------------------------------------------------------
                                                                    Range of Shares Beneficially
                               Portfolio Manager                         Owned in the Fund
                  ------------------------------------------------------------------------------------
                  ------------------------------------------------------------------------------------

                                Richard Royce                           $100,001 - $500,000

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


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, 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 for the services provided. 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 both brokerage and research services to
the Fund. 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.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage
for the Fund subject to the provisions of the investment advisory agreement
and other applicable rules and procedures described below.

         The Manager's portfolio traders allocate brokerage based upon
recommendations from the Manager's portfolio managers, together with the
portfolio traders' judgment as to the execution capability of the broker or
dealer. 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 that are available in U.S. markets. Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions executed 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 accounts advised by the Manager have investment policies
similar to those of the Fund. Those other accounts 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 accounts 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. 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.

         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.

         The investment advisory agreement permits the Manager to allocate
brokerage for research services. The research services provided by a
particular broker may be useful both to the Fund and to one or more of the
other accounts advised by the Manager or its affiliates. Investment research
may be supplied to the Manager by the broker or 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.

         Although the Manager currently does not do so, the Board of Trustees
may permit 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
may also permit 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.



         During the fiscal years ended October 31, 2005, 2006 and 2007, the
Fund paid the total brokerage commissions indicated in the chart below. During
the fiscal year ended October 31, 2007, the Fund paid $1,300,279 in
commissions to firms that provide brokerage and research services to the Fund
with respect to $1,749,171,091 of aggregate portfolio transactions. All such
transactions were on a "best execution" basis, as described above. The
provision of research services was not necessarily a factor in the placement
of all such transactions.



------------------------------------------- ---------------------------------------------------------------
         Fiscal Year Ended 10/31                    Total Brokerage Commissions Paid by the Fund*
------------------------------------------- ---------------------------------------------------------------
------------------------------------------- ---------------------------------------------------------------
                   2005                                               $ 697,253
------------------------------------------- ---------------------------------------------------------------
------------------------------------------- ---------------------------------------------------------------
                   2006                                              $ 1,271,065
------------------------------------------- ---------------------------------------------------------------
------------------------------------------- ---------------------------------------------------------------

                   2007                                               $1,610,921

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

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 10/31:          Sales Charges on          Retained by
                       Class A Shares          Distributor(1)
------------------ ----------------------- -----------------------
------------------ ----------------------- -----------------------
      2005               $1,726,364               $500,715
------------------ ----------------------- -----------------------
------------------ ----------------------- -----------------------
      2006               $1,835,672               $505,953
------------------ ----------------------- -----------------------
------------------ ----------------------- -----------------------

      2007               $1,124,795               $350,447

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

--------------- ---------------------------------------------------------------------------------------------------
Fiscal Year       Concessions on      Concessions on       Concessions on       Concessions on
Ended 10/31:      Class A Shares      Class B Shares       Class C Shares       Class N Shares
                   Advanced by          Advanced by          Advanced by          Advanced by
                  Distributor(1)      Distributor(1)       Distributor(1)       Distributor(1)
--------------- ---------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
      2005                $94,061               $1,183,845               $264,715                  $80,533
-------------------------------------------------------------------------------------------------------------------
--------------- ---------------------------------------------------------------------------------------------------
      2006                $90,796               $1,039,766               $228,644                  $28,751
--------------- ---------------------------------------------------------------------------------------------------
--------------- ------------------- -------------------- -------------------- --------------------

     2007            $38,162             $635,338              $81,527              $10,536

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

--------------- ----------------------------------------------------------------------------------------------------
Fiscal    Year       Class A        Class B Contingent   Class C Contingent   Class N Contingent
                    Contingent
                  Deferred Sales      Deferred Sales       Deferred Sales       Deferred Sales
Ended 10/31:     Charges Retained    Charges Retained     Charges Retained     Charges Retained
                  by Distributor      by Distributor       by Distributor       by Distributor
--------------- ----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      2005                $16,233                $2,476,174                $255,370                 $88,354
--------------------------------------------------------------------------------------------------------------------
--------------- ----------------------------------------------------------------------------------------------------
      2006                 $5,366                 $536,876                 $22,847                  $10,609
--------------- ----------------------------------------------------------------------------------------------------
--------------- ------------------- -------------------- -------------------- --------------------

     2007             $7,932             $352,344              $10,029              $1,883

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

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.


o      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 (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 Distributor
makes payments to recipients periodically at an annual rate not to exceed
0.25% of the average annual Class A share net assets held in the accounts of
the recipients or their customers.

o           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 shares purchased prior to
March 1, 2007 with respect to certain group retirement plans that were
established prior to March 1, 2001 ("grandfathered retirement plans"). Prior
to March 1, 2007, the Distributor paid the 0.25% service fee for grandfathered
retirement plans in advance for the first year and retained the first year's
service fee paid by the Fund with respect to those shares. After the shares
were held for a year, the Distributor paid the ongoing service fees to
recipients on a periodic basis. Such shares are subject to a contingent
deferred sales charge if they are redeemed within 18 months. If Class A shares
purchased in a grandfathered retirement plan prior to March 1, 2007 are
redeemed within 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 those fees. For Class A shares
purchased in grandfathered retirement plans on or after March 1, 2007, the
Distributor does not make any payment in advance and does not retain the
service fee for the first year. Such shares are not subject to the contingent
deferred sales charge.

         For the fiscal year ended October 31, 2007, payments under the Class
A plan totaled $1,639,385 of which $11,545 was retained by the Distributor
under the arrangement described above, regarding grandfathered retirement
accounts, and included $118,489 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.


o      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 a new investor directly from the Distributor without
the investor designating another registered broker-dealer.  If a current
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.

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

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

          Distribution and Service Fees Paid to the Distributor for the Fiscal Year Ended October 31, 2007

---------------------------------------------------------------------------------------------------------------------
-------------------- ----------------------- ------------------------ ----------------------- -----------------------
      Class:          Total Payments Under     Amount Retained by         Distributor's           Distributor's
                                                                            Aggregate         Unreimbursed Expenses
                                                                      Unreimbursed Expenses   as % of Net Assets of
                              Plan                 Distributor              Under Plan                Class
-------------------- ----------------------- ------------------------ ----------------------- -----------------------
-------------------- ----------------------- ------------------------ ----------------------- -----------------------

Class B Plan             $1,977,150(1)             $1,554,299              $16,964,500                9.57%

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

Class C Plan             $1,363,556(2)              $164,152                $5,260,405                3.88%

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

Class N Plan              $188,191(3)                $59,096                 $753,805                 2.00%

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

1.       Includes $46,458 paid to an affiliate of the Distributor's parent
     company.
2.       Includes $65,929 paid to an affiliate of the Distributor's parent
     company.
3.       Includes $11,193 paid to an affiliate of the Distributor's parent
     company.

         All payments under the plans are subject to the limitations imposed
by the Conduct Rules of the FINRA 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 payments or
concessions 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
                    (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 FINRA. 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, 2006, 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:

  1st Global Capital Co.                                  Advantage Capital Corporation / FSC
   Aegon                                                  Aetna Life Ins & Annuity Co.
   AG Edwards                                             AIG Financial Advisors
   AIG Life                                               Allianz Life Insurance Company
   Allstate Life                                          American Enterprise Life Insurance
   American General Annuity                               American Portfolios
   Ameriprise                                             Ameritas
   Annuity Investors Life                                 Associated Securities
   AXA Advisors                                           AXA Equitable Life Insurance
   Banc One Securities Corporation                        BNY Investment Center
   Cadaret Grant & Co, Inc.                               Chase Investment Services
   Citicorp Investment Services, Inc.                     Citigroup Global Markets Inc (SSB)
   CitiStreet                                             Citizen's Bank of Rhode Island
   Columbus Life                                          Commonwealth Financial Network
   CUNA Brokerage Services, Inc.                          CUSO Financial Services, L.P.
   Edward D Jones & Co.                                   Federal Kemper
   Financial Network (ING)                                GE Financial Assurance
   GE Life & Annuity                                      Genworth Financial
   GlenBrook Life and Annuity Co.                         Great West Life
   Hartford Life Insurance Co.                            HD Vest Investment Services
   Hewitt Associates                                      IFMG Securities, Inc.
   ING Financial Advisers                                 ING Financial Partners
   Jefferson Pilot Securities Co.                         Kemper Investors Life Insurance Co.
   Legend Equities Co.                                    Legg Mason Wood Walker
   Lincoln Benefit National Life                          Lincoln Financial
   Lincoln Investment Planning, Inc.                      Linsco Private Ledger Financial
   Mass Mutual                                            McDonald Investments, Inc.
   Merrill Lynch                                          Minnesota Life
   Mony Life                                              Morgan Stanley Dean Witter
   Multifinancial (ING)                                   Mutual Service Co.
   National Planning Co.                                  Nationwide
   NFP                                                    Park Avenue Securities LLC
   PFS Investments, Inc.                                  Phoenix Life Insurance Co.
   Plan Member Securities                                 Prime Capital Services, Inc.
   Primevest Financial Services, Inc.                     Protective Life Insurance Co.
   Provident Mutual Life & Annuity                        Prudential
   Raymond James & Associates, Inc.                       RBC Daine Rauscher
   Royal Alliance                                         Securities America, Inc.
   Security Benefit                                       Security First-Metlife
   Signator Investments                                   Sun Life Insurance Co.
   Sun Trust Securities, Inc.                             Thrivent Financial
   Travelers Life & Annuity Co.                           UBS Financial Services, Inc.
   Union Central                                          United Planners
   Wachovia                                               Walnut Street Securities (Met Life)
   Waterstone Financial Group                             Wells Fargo

         For the year ended December 31, 2006, 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:

  1st Global Capital Co.                                 A G Edwards
  ACS HR Solutions                                       ADP
  AETNA Life Ins & Annuity Co.                           Alliance Benefit Group
  American Enterprise Investments                        American Express Retirement Service
  American Funds (Fascorp)                               American United Life Insurance Co.
  Ameriprise                                             Ameritrade, Inc.
  AMG Administrative Management Group                    AST (American Stock & Transfer)
  AXA Advisors                                           Baden Retirement
  BCG - New                                              BCG (Programs for Benefit Plans)
  Bear Stearns Securities Co.                            Benefit Administration, Inc.(WA)
  Benefit Administration, Inc.(WIS)                      Benefit Plans Administration
  Benetech, Inc.                                         Bisys
  Boston Financial Data Services                         Ceridian
  Charles Schwab & Co, Inc.                              Citigroup Global Markets Inc (SSB)
  CitiStreet                                             City National Investments
  Clark Consulting                                       CPI
  DA Davidson & Co.                                      Daily Access. Com, Inc.
  Davenport & Co, LLC                                    David Lerner Associates
  Digital Retirement Solutions                           DR, Inc.
  Dyatech                                                E*Trade Clearing LLC
  Edgewood                                               Edward D Jones & Co.
  Equitable Life / AXA                                   ERISA Administrative Svcs, Inc
  ExpertPlan.com                                         FAS Co. (FASCore/RK Pro)
  FBD Consulting                                         Ferris Baker Watts, Inc.
  Fidelity                                               First Clearing LLC
  First Southwest Co.                                    First Trust - Datalynx
  First Trust Corp                                       Franklin Templeton
  Geller Group                                           Great West Life
  H&R Block Financial Advisors, Inc.                     Hartford Life Insurance Co.
  HD Vest Investment Services                            Hewitt Associates
  HSBC Brokerage USA, Inc.                               ICMA - RC Services
  Independent Plan Coordinators                          Ingham Group
  Interactive Retirement Systems                         Invesmart
  Janney Montgomery Scott, Inc.                          JJB Hillard W L Lyons, Inc.
  John Hancock                                           JP Morgan
  July Business Services                                 Kaufman & Goble
  Legend Equities Co.                                    Legg Mason Wood Walker
  Lehman Brothers, Inc.                                  Liberty-Columbia 529 Program
  Lincoln Investment Planning, Inc.                      Lincoln National Life Insurance Co.
  Linsco Private Ledger Financial                        MassMutual
  Matrix Settlement & Clearance Services                 McDonald Investments, Inc.
  Mercer HR Services                                     Merrill Lynch
  Mesirow Financial, Inc.                                MetLife
  MFS Investment Management                              Mid Atlantic Capital Co.
  Milliman USA                                           Morgan Keegan & Co, Inc.
  Morgan Stanley Dean Witter                             Nathan & Lewis Securities, Inc.
  National City Bank                                     National Deferred Comp
  National Financial                                     National Investor Services Co.
  Nationwide                                             Newport Retirement Services
  Northwest Plan Services                                NY Life Benefits
  Oppenheimer & Co, Inc.                                 Peoples Securities, Inc.
  Pershing                                               PFPC
  Piper Jaffray & Co.                                    Plan Administrators
  Plan Member Securities                                 Primevest Financial Services, Inc.
  Principal Life Insurance                               Prudential
  PSMI Group                                             Quads Trust Company
  Raymond James & Associates, Inc.                       Reliastar
  Robert W Baird & Co.                                   RSM McGladrey
  Scott & Stringfellow, Inc.                             Scottrade, Inc.
  Southwest Securities, Inc.                             Standard Insurance Co
  Stanley, Hunt, Dupree & Rhine                          Stanton Group, Inc.
  Sterne Agee & Leach, Inc.                              Stifel Nicolaus & Co, Inc.
  Sun Trust Securities, Inc.                             Symetra
  T Rowe Price                                           The 401k Company
  The Princeton Retirement Group Inc.                    The Retirement Plan Company, LLC
  TruSource                                              TruSource Union Bank of CA
  UBS Financial Services, Inc.                           Unified Fund Services (UFS)
  US Clearing Co.                                        USAA Investment Management Co.
  USI Consulting Group                                   Valic
  Vanguard Group                                         Wachovia
  Web401K.com                                            Wedbush Morgan Securities
  Wells Fargo                                            Wilmington Trust


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.

         o  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
  P                Redemptions)

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 10/31/07

----------------------------------------------------------------------------------------------------------------------
-------------- ------------------------- -----------------------------------------------------------------------------
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)
-------------- ------------------------- ------------------------- ------------------------- -------------------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
                  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)         100.53%      112.76%        7.27%       13.82%       11.87%       13.20%        7.27%        7.91%

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

Class B(2)         103.58%      103.58%        8.05%       13.05%       12.12%       12.38%        7.43%        7.43%

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

Class C(3)          97.65%       97.65%       11.99%       12.99%       12.37%       12.37%        7.11%        7.11%

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

Class N(4)           7.06%        7.06%       12.63%       13.63%       12.95%       12.95%        1.03%        1.03%

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

Class Y(5)         122.37%      122.37%       14.37%       14.37%       13.66%       13.66%        8.39%        8.39%

-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
1.       Inception of Class A:      12/01/97
2.       Inception of Class B:      12/01/97
3.       Inception of Class C:      12/01/97
4.       Inception of Class N:      03/01/01
5.       Inception of Class Y:      12/01/97

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

                    Average Annual Total Returns for Class A(1) Shares (After Sales Charge)
                                        For the Periods Ended 10/31/07

----------------------------------------------------------------------------------------------------------------
------------------------------------------ --------------------- ------------------------ ----------------------
                                                  1-Year                 5-Years                10-Years

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

After Taxes on Distributions                      7.27%                  11.87%                   7.26%

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

After Taxes on Distributions and                  4.73%                  10.39%                   6.42%

Redemption of Fund Shares
------------------------------------------ --------------------- ------------------------ ----------------------
     1.  Inception of Class A: 12/01/97

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 SAI. 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.

         o  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.

o      Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc.
("Morningstar"), an independent mutual fund monitoring service. Morningstar
rates mutual funds in their specialized market sector. The Fund is rated among
Mid-Cap Growth Category.

         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.

         o  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 A  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 A  to this SAI 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 New Jersey Municipal Fund
Oppenheimer AMT-Free New York Municipals                      Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Balanced Fund                                     Oppenheimer Portfolio Series:
Oppenheimer Baring China Fund                                     Active Allocation Fund
Oppenheimer Baring Japan Fund                                     Equity Investor Fund
Oppenheimer Baring SMA International Fund                         Conservative Investor Fund
Oppenheimer Core Bond Fund                                        Moderate Investor Fund
Oppenheimer California Municipal Fund                         Oppenheimer Principal Protected Main Street Fund
Oppenheimer Capital Appreciation Fund                         Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Capital Income Fund                               Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Champion Income Fund                              Oppenheimer Quest Balanced Fund
Oppenheimer Commodity Strategy Total Return Fund              Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Convertible Securities Fund                       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund                           Oppenheimer Real Estate Fund
Oppenheimer Discovery Fund                                    Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Dividend Growth Fund                              Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Emerging Growth Fund                              Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Equity Fund, Inc.                                 Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Equity Income Fund, Inc.                          Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Global Fund                                       Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Global Opportunities Fund                         Oppenheimer Rochester National Municipals
Oppenheimer Global Value Fund                                 Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer International Bond Fund                           Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer International Diversified Fund                    Oppenheimer Select Value Fund
Oppenheimer International Growth Fund                         Oppenheimer Senior Floating Rate Fund
Oppenheimer International Small Company Fund                  Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer International Value Fund                          Oppenheimer SMA Core Bond Fund
Oppenheimer Limited Term California Municipal Fund            Oppenheimer SMA International Bond Fund
Oppenheimer Limited-Term Government Fund                      Oppenheimer Strategic Income Fund
Oppenheimer Limited Term Municipal Fund                       Oppenheimer U.S. Government Trust
Oppenheimer Main Street Fund                                  Oppenheimer Value Fund
Oppenheimer Main Street Opportunity Fund                      Limited-Term New York Municipal Fund
Oppenheimer Main Street Small Cap Fund                        Rochester Fund Municipals
Oppenheimer MidCap Fund


LifeCycle Funds
   Oppenheimer Transition 2010 Fund
   Oppenheimer Transition 2015 Fund
   Oppenheimer Transition 2020 Fund
   Oppenheimer Transition 2030 Fund

And the following money market funds:
Oppenheimer Cash Reserves                                     Centennial Government Trust
Oppenheimer Institutional Money Market Fund                   Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.                           Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust                        Centennial Tax Exempt 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 SAI, redemption proceeds of
certain money market fund shares may be subject to a contingent deferred sales
charge.


Letter of Intent. Under a Letter of Intent (a "Letter"), you may be able to
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 or Class A, Class B, Class C, Class G and Class H units
purchases in advisor sold Section 529 plans, for which the Manager or the
Distributor serves as the Program Manager or Program Distributor. A Letter is
an investor's statement in writing to the Distributor of his or her intention
to purchase a specified value of those shares or units during a 13-month
period (the "Letter period"), which begins on the date of the investor's first
share purchase following the establishment of the Letter. The sales charge on
each purchase of Class A shares during the Letter period will be at the rate
that would apply to a single lump-sum purchase of shares in the amount
intended to be purchased. In submitting a Letter, the investor makes no
commitment to purchase shares. However, if the investor does not fulfill the
terms of the Letter within the Letter period, he or she agrees to pay the
additional sales charges that would have been applicable to the purchases that
were made. The investor agrees that shares equal in value to 2% of the
intended purchase amount will be held in escrow by the Transfer Agent for that
purpose, as described in "Terms of Escrow" below. It is the responsibility of
the dealer of record and/or the investor to advise the Distributor about the
Letter when placing purchase orders during the Letter period. The investor
must also notify the Distributor or his or her financial intermediary of any
qualifying 529 plan holdings.

         To determine whether an investor has fulfilled the terms of a Letter,
the Transfer Agent will count purchases of "qualified" Class A, Class B and
Class C shares and Class A, Class B, Class C, Class G and Class H units during
the Letter period. Purchases of Class N or Class Y shares, purchases made by
reinvestment of dividends or capital gains distributions from the Fund or
other Oppenheimer funds, purchases of Class A shares with redemption proceeds
under the Reinvestment Privilege, and purchases of Class A shares of
Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which a
sales charge has not been paid do not count as "qualified" shares for
satisfying the terms of a Letter. An investor will also be considered to have
fulfilled the Letter if the value of the investor's total holdings of
qualified shares on the last day of the Letter period, calculated at the net
asset value on that day, equals or exceeds the intended purchase amount.

     If the terms of the Letter are not fulfilled within the Letter period,
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 on the
first business day following the expiration of the Letter period to reflect
the sales charge rates that are applicable to the actual total purchases.

     If total eligible purchases during the Letter period exceed the intended
purchase amount and also exceed the amount needed to qualify for the next
sales charge rate reduction (stated in the Prospectus), the sales charges paid
may be adjusted to that lower rate. That adjustment will only be made if and
when the dealer returns to the Distributor the amount of the excess
concessions allowed or paid to the dealer over the amount of concessions that
are applicable to the actual amount of purchases. The reduced sales charge
adjustment will be made by adding to the investors account the number of
additional shares that would have been purchased if the lower sales charge
rate had been used. Those additional shares will be determined using the net
asset value per share in effect on the date of such adjustment.

     By establishing a Letter, the investor agrees to be bound by the terms of
the Prospectus, this SAI and the application used for a Letter, and if those
terms are amended to be bound by the amended terms and that any amendments by
the Fund will apply automatically to existing Letters. Group retirement plans
qualified under section 401(a) of the IRC may not establish a Letter, however
defined benefit plans and Single K sole proprietor plans may do so.

o      Terms of Escrow That Apply to Letters of Intent.

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

         2.   If the Letter applies to more than one fund account, the
investor can designate the fund from which shares will be escrowed. If no fund
is selected, the Transfer Agent will escrow shares in the fund account that
has the highest dollar balance on the date of the first purchase under the
Letter. If there are not sufficient shares to cover the escrow amount, the
Transfer Agent will escrow shares in the fund account(s) with the next highest
balance(s). If there are not sufficient shares in the accounts to which the
Letter applies, the Transfer Agent may escrow shares in other accounts that
are linked for Right of Accumulation purposes. Additionally, if there are not
sufficient shares available for escrow at the time of the first purchase under
the Letter, the Transfer Agent will escrow future purchases until the escrow
amount is met.

         3.   If, during the Letter period, an investor exchanges shares of
the Fund for shares of another fund (as described in the Prospectus section
titled "How to Exchange Shares"), the Fund shares held in escrow will
automatically be exchanged for shares of the other fund and the escrow
obligations will also be transferred to that fund.

         4.   If the total purchases under the Letter are less than the
intended purchases specified, on the first business day after the end of the
Letter period the Distributor will redeem escrowed shares equal in value to
the difference between the dollar amount of the sales charges actually paid
and the amount of the sales charges that would have been paid if the total
purchases had been made at a single time. Any shares remaining after such
redemption will be released from escrow.

         5.   If the terms of the Letter are fulfilled, the escrowed shares
will be promptly released to the investor at the end of the Letter period.

         6.   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.


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 A to this SAI. 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 had 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 had $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 had $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 accounts in 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 a new investor
directly from the Distributor without the investor designating another
registered broker-dealer.


Class A Shares Subject to a Contingent Deferred Sales Charge. Under a special
arrangement with the Distributor, 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 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, 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 Class A share purchases by a
retirement plan that are made with the redemption proceeds of Class N shares
of an Oppenheimer fund held by the plan for more than 18 months.


         o  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.

         o  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 A to this SAI)
                  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
                  IRC, 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.

         o  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 in Networking level 1 and 3 accounts;

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, Record(k)eeper 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.

o        Accounts held in the Portfolio Builder Program which is offered
                  through certain broker/dealers to qualifying shareholders.


         To access account documents electronically via eDocs Direct, please
visit the Service Center on our website at www.oppenheimerfunds.com and click
the hyperlink "Sign Up for Electronic Document Delivery" under the heading "I
Want To," 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 SAI 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 many foreign 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.

         ?    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 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, 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, 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 on the valuation date. If not, the value shall be
the closing bid price on the principal exchange on the valuation date. If the
put, call or future is not traded on an exchange, 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 IRC, 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 SAI. 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 IRC 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 IRC, 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 IRC 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.

         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
A to this SAI).


         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.


         o  Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent to automatically exchange a pre-determined amount of shares of
the Fund for shares (of the same class) of other Oppenheimer funds that offer
the exchange privilege 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
SAI.


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 Rochester Arizona Municipal Fund
     Oppenheimer AMT-Free Municipals                              Oppenheimer Rochester Maryland Municipal Fund
     Oppenheimer AMT-Free New York Municipals                     Oppenheimer Rochester Massachusetts Municipal Fund
     Oppenheimer California Municipal Fund                        Oppenheimer Rochester Michigan Municipal Fund
     Oppenheimer Institutional Money Market Fund                  Oppenheimer Rochester Minnesota Municipal Fund
     Oppenheimer Limited Term California Municipal Fund           Oppenheimer Rochester National Municipals
     Oppenheimer Limited Term Municipal Fund                      Oppenheimer Rochester North Carolina Municipal Fund
     Oppenheimer Money Market Fund, Inc.                          Oppenheimer Rochester Ohio Municipal Fund
     Oppenheimer New Jersey Municipal Fund                        Oppenheimer Rochester Virginia Municipal Fund
     Oppenheimer Principal Protected Main Street Fund II          Oppenheimer Senior Floating Rate Fund
     Oppenheimer Pennsylvania Municipal Fund                      Rochester Fund Municipals



     The following funds do not offer Class Y shares:

     Limited Term New York Municipal Fund                        Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer AMT-Free Municipals                             Oppenheimer Principal Protected Main Street Fund
     Oppenheimer AMT-Free New York Municipals                    Oppenheimer Principal Protected Main Street Fund II
     Oppenheimer Balanced Fund                                   Oppenheimer Principal Protected Main Street Fund III
     Oppenheimer California Municipal Fund                       Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Capital Income Fund                              Oppenheimer Rochester Arizona Municipal Fund
     Oppenheimer Cash Reserves                                    Oppenheimer Rochester Maryland Municipal Fund
     Oppenheimer Convertible Securities Fund                      Oppenheimer Rochester Massachusetts Municipal Fund
     Oppenheimer Dividend Growth Fund                             Oppenheimer Rochester Michigan Municipal Fund
     Oppenheimer Equity Income Fund, Inc.                         Oppenheimer Rochester Minnesota Municipal Fund
     Oppenheimer Gold & Special Minerals Fund                     Oppenheimer Rochester National Municipals
     Oppenheimer Institutional Money Market Fund                  Oppenheimer Rochester North Carolina Municipal Fund
     Oppenheimer Limited Term California Municipal Fund           Oppenheimer Rochester Ohio Municipal Fund
     Oppenheimer Limited Term Municipal Fund                      Oppenheimer Rochester Virginia Municipal Fund
     Oppenheimer New Jersey Municipal Fund



o        Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
              shares.

o        Oppenheimer  Institutional  Money  Market  Fund  only  offers  Class E,
         Class L and Class P 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 certain money market funds offered by the
         Distributor. Shares of certain money market funds purchased without a
         sales charge may be exchanged for shares of Oppenheimer funds offered
         with a sales charge upon payment of the 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 the same class of any of the other Oppenheimer funds into
         which you may exchange shares.
o        Shares of Oppenheimer Principal Protected Main Street Fund may be
         exchanged at net asset value for shares of the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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 the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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 the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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).
o        Class A, Class B, Class C and Class N shares of Oppenheimer
         Developing Markets Fund may be acquired by exchange only with a
         minimum initial investment of $50,000. An existing shareholder of
         that fund may make additional exchanges into that fund with as little
         as $50.

o        Shares of Oppenheimer International Small Company Fund may be
         acquired only by existing shareholders of that fund. Existing
         shareholders may make exchanges into the fund with as little as $50.
o        In most cases, shares of Oppenheimer Small- & Mid-Cap Value Fund may
         be acquired only by shareholders who currently own shares of that
         Fund.
o        Oppenheimer Global Value Fund only offers Class A and Class Y shares.
         Class Y shares of that fund may be acquired only by participants in
         certain group retirement plans that have an agreement with the
         Distributor.


         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.

         o  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 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. Except, however, with respect to Class A
     shares of Oppenheimer Rochester National Municipals and Rochester Fund
     Municipals acquired prior to October 22, 2007, in which case the Class A
     contingent deferred sales charge is imposed on the acquired shares if
     they are redeemed within 24 months measured from the beginning of the
     calendar month of the initial purchase of the exchanged Class A shares.

o        When Class A shares of Oppenheimer Rochester National Municipals and
     Rochester Fund Municipals acquired prior to October 22, 2007 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 Oppenheimer Limited Term California
     Municipal Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer
     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 Oppenheimer 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.

         o  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 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 features that are available in the new fund (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.

         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 SAI, 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 SAI is based on tax law
in effect on the date of the Prospectus and this SAI. 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 IRC described below.
Potential purchasers of shares of the Fund are urged to consult their tax
advisors 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 IRC 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 IRC 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 IRC, 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 including net
income derived from an interest in a qualified publicly traded partnership.

         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 or in the securities of one or more
qualified publicly traded partnerships. 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 IRC, 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 IRC 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 IRC 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. Brown Brothers Harriman & Co. 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 and tax
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 MIDCAP FUND:

      We have audited the accompanying statement of assets and liabilities of
Oppenheimer MidCap Fund, including the statement of investments, as of October
31, 2007, 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 October 31, 2007, 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 MidCap Fund as of October 31, 2007, 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
December 13, 2007


STATEMENT OF INVESTMENTS  October 31, 2007
--------------------------------------------------------------------------------

                                                       SHARES             VALUE
--------------------------------------------------------------------------------
COMMON STOCKS--99.0%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--19.8%
--------------------------------------------------------------------------------
DIVERSIFIED CONSUMER SERVICES--1.1%
ITT Educational Services, Inc. 1                       84,200   $    10,709,398
--------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--2.2%
Las Vegas Sands Corp. 1                               168,800        22,463,904
--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--0.7%
Harman International Industries, Inc.                  87,100         7,333,820
--------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--2.0%
Liberty Media Holding Corp.-Interactive,
Series A 1                                            967,600        20,542,148
--------------------------------------------------------------------------------
MEDIA--4.9%
Cablevision Systems Corp.
New York Group, Cl. A 1                               522,700        15,330,791
--------------------------------------------------------------------------------
Focus Media Holding Ltd., ADR 1                       266,800        16,541,600
--------------------------------------------------------------------------------
Liberty Global, Inc.,
Series C 1                                            478,800        17,562,384
                                                                ----------------
                                                                      49,434,775

--------------------------------------------------------------------------------
SPECIALTY RETAIL--6.1%
Abercrombie & Fitch Co., Cl. A                        126,000         9,979,200
--------------------------------------------------------------------------------
CarMax, Inc. 1                                        490,000        10,226,300
--------------------------------------------------------------------------------
GameStop Corp., Cl. A 1                               252,600        14,958,972
--------------------------------------------------------------------------------
Guess?, Inc.                                          166,100         8,535,879
--------------------------------------------------------------------------------
Tiffany & Co.                                         343,900        18,632,502
                                                                ----------------
                                                                      62,332,853

--------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--2.8%
Polo Ralph Lauren Corp., Cl. A                        405,000        27,864,000
--------------------------------------------------------------------------------
ENERGY--6.5%
--------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--2.9%
Cameron International Corp. 1                         132,500        12,900,200
--------------------------------------------------------------------------------
Smith International, Inc.                             245,800        16,235,090
                                                                ----------------
                                                                      29,135,290

                                                       SHARES             VALUE
--------------------------------------------------------------------------------
OIL, GAS & CONSUMABLE FUELS--3.6%
Murphy Oil Corp.                                      245,200   $    18,054,076
--------------------------------------------------------------------------------
Range Resources Corp.                                 405,700        18,228,101
                                                                ----------------
                                                                      36,282,177

--------------------------------------------------------------------------------
FINANCIALS--11.4%
--------------------------------------------------------------------------------
CAPITAL MARKETS--5.3%
Affiliated Managers
Group, Inc. 1                                         167,300        22,008,315
--------------------------------------------------------------------------------
Fortress Investment
Group LLC, Cl. A                                      641,190        14,138,240
--------------------------------------------------------------------------------
MF Global Ltd. 1                                      251,200         7,425,472
--------------------------------------------------------------------------------
Schwab (Charles) Corp.                                419,600         9,751,504
                                                                ----------------
                                                                      53,323,531

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--0.8%
CME Group, Inc.                                        11,700         7,795,125
--------------------------------------------------------------------------------
INSURANCE--1.2%
Ambac Financial Group, Inc.                           215,200         7,925,816
--------------------------------------------------------------------------------
Philadelphia Consolidated
Holding Co. 1                                          99,100         4,043,280
                                                                ----------------
                                                                      11,969,096

--------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS--1.7%
Boston Properties, Inc.                               162,500        17,605,250
--------------------------------------------------------------------------------
REAL ESTATE MANAGEMENT & DEVELOPMENT--2.4%
CB Richard Ellis Group, Inc., Cl. A 1                 310,000         7,557,800
--------------------------------------------------------------------------------
Jones Lang LaSalle, Inc.                              180,800        17,235,664
                                                                ----------------
                                                                      24,793,464

--------------------------------------------------------------------------------
HEALTH CARE--16.0%
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--4.2%
Bard (C.R.), Inc.                                     201,200        16,822,332
--------------------------------------------------------------------------------
IDEXX Laboratories, Inc. 1                            209,100        25,464,198
                                                                ----------------
                                                                      42,286,530

--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--4.6%
Coventry Health Care, Inc. 1                          387,525        23,371,633


                                                       SHARES             VALUE
--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES Continued
Schein (Henry), Inc. 1                                248,900   $    14,909,110
--------------------------------------------------------------------------------
VCA Antech, Inc. 1                                    183,500         8,450,175
                                                                ----------------
                                                                      46,730,918

--------------------------------------------------------------------------------
HEALTH CARE TECHNOLOGY--2.5%
Cerner Corp. 1                                        431,300        25,688,228
--------------------------------------------------------------------------------
LIFE SCIENCES TOOLS & SERVICES--3.2%
Covance, Inc. 1                                       389,500        32,133,750
--------------------------------------------------------------------------------
PHARMACEUTICALS--1.5%
Shire Pharmaceuticals
Group plc, ADR                                        198,600        14,924,790
--------------------------------------------------------------------------------
INDUSTRIALS--14.8%
--------------------------------------------------------------------------------
AEROSPACE & DEFENSE--5.0%
Alliant Techsystems, Inc. 1                            51,300         5,663,007
--------------------------------------------------------------------------------
Precision Castparts Corp.                              56,500         8,464,265
--------------------------------------------------------------------------------
Rockwell Collins, Inc.                                293,200        21,934,292
--------------------------------------------------------------------------------
Spirit Aerosystems
Holdings, Inc., Cl. A 1                               403,500        14,009,520
                                                                ----------------
                                                                      50,071,084

--------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--1.7%
C.H. Robinson Worldwide, Inc.                         184,900         9,230,208
--------------------------------------------------------------------------------
Expeditors International
of Washington, Inc.                                   152,600         7,729,190
                                                                ----------------
                                                                      16,959,398

--------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--4.9%
FTI Consulting, Inc. 1                                 95,200         5,169,360
--------------------------------------------------------------------------------
IHS, Inc., Cl. A 1                                    192,600        12,143,430
--------------------------------------------------------------------------------
Robert Half International, Inc.                       338,500        10,185,465
--------------------------------------------------------------------------------
Stericycle, Inc. 1                                    384,200        22,410,386
                                                                ----------------
                                                                      49,908,641

--------------------------------------------------------------------------------
MACHINERY--1.4%
Oshkosh Truck Corp.                                   264,800        14,352,160
--------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--1.8%
Fastenal Co.                                          407,500        18,125,600

                                                       SHARES             VALUE
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--20.8%
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--1.4%
F5 Networks, Inc. 1                                   218,100   $     7,858,143
--------------------------------------------------------------------------------
Research in Motion Ltd. 1                              51,600         6,424,716
                                                                ----------------
                                                                      14,282,859

--------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--1.4%
Network Appliance, Inc. 1                             455,100        14,331,099
--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--3.3%
Amphenol Corp., Cl. A                                 345,100        15,277,577
--------------------------------------------------------------------------------
Trimble Navigation Ltd. 1                             435,300        18,152,010
                                                                ----------------
                                                                      33,429,587

--------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--0.0%
Digital River, Inc. 1                                   4,300           228,158
--------------------------------------------------------------------------------
IT SERVICES--5.5%
Affiliated Computer
Services, Inc., Cl. A 1                               350,800        17,771,528
--------------------------------------------------------------------------------
Cognizant Technology
Solutions Corp. 1                                     487,400        20,207,604
--------------------------------------------------------------------------------
SAIC, Inc. 1                                          903,000        17,798,130
                                                                ----------------
                                                                      55,777,262

--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--3.7%
FormFactor, Inc. 1                                    314,300        12,292,273
--------------------------------------------------------------------------------
Microchip Technology, Inc.                            462,200        15,331,174
--------------------------------------------------------------------------------
Varian Semiconductor Equipment Associates, Inc. 1     204,850         9,427,197
                                                                ----------------
                                                                      37,050,644

--------------------------------------------------------------------------------
SOFTWARE--5.5%
Amdocs Ltd. 1                                         354,000        12,177,600
--------------------------------------------------------------------------------
Ansys, Inc. 1                                         258,100        10,016,861
--------------------------------------------------------------------------------
Autodesk, Inc. 1                                      222,800        10,894,920
--------------------------------------------------------------------------------
FactSet Research Systems, Inc.                        320,450        22,598,134
                                                                ----------------
                                                                      55,687,515


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

                                                       SHARES             VALUE
--------------------------------------------------------------------------------
MATERIALS--4.5%
--------------------------------------------------------------------------------
CHEMICALS--1.0%
Ecolab, Inc.                                          215,400   $    10,160,418
--------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--1.1%
Vulcan Materials Co.                                  124,400        10,637,444
--------------------------------------------------------------------------------
METALS & MINING--2.4%
Allegheny Technologies, Inc.                          113,900        11,637,163
--------------------------------------------------------------------------------
Titanium Metals Corp. 1                               372,800        13,122,560
                                                                ----------------
                                                                      24,759,723

--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--3.9%
--------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--3.9%
Crown Castle International Corp. 1                    611,700        25,122,519
--------------------------------------------------------------------------------
NII Holdings, Inc. 1                                  254,800        14,778,400
                                                                ----------------
                                                                      39,900,919

                                                       SHARES             VALUE
--------------------------------------------------------------------------------
UTILITIES--1.3%
--------------------------------------------------------------------------------
GAS UTILITIES--1.3%
Questar Corp.                                         221,600   $    12,648,927
                                                                ----------------
Total Common Stocks
(Cost $858,591,026)                                               1,001,660,485

--------------------------------------------------------------------------------
INVESTMENTS IN AFFILIATED COMPANIES--0.3%
--------------------------------------------------------------------------------
Oppenheimer Institutional Money Market Fund,
Cl. E, 5.20% 2,3
(Cost $3,338,314)                                   3,338,314         3,338,314

--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $861,929,340)                                      99.3%    1,004,998,799
--------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES                           0.7         7,375,845
                                                    ----------------------------
NET ASSETS                                              100.0%  $ 1,012,374,644
                                                    ============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, at
or during the period ended October 31, 2007, by virtue of the Fund owning at
least 5% of the voting securities of the issuer or as a result of the Fund and
the issuer having the same investment advisor. Transactions during the period in
which the issuer was an affiliate are as follows:



                                         SHARES         GROSS         GROSS             SHARES
                               OCTOBER 31, 2006     ADDITIONS    REDUCTIONS   OCTOBER 31, 2007
-----------------------------------------------------------------------------------------------

Oppenheimer Institutional
Money Market Fund, Cl. E             15,374,147   523,127,842   535,163,675          3,338,314




                                                                                      DIVIDEND
                                                                      VALUE             INCOME
-----------------------------------------------------------------------------------------------

Oppenheimer Institutional
Money Market Fund, Cl. E                                        $ 3,338,314          $ 901,182


3. Rate shown is the 7-day yield as of October 31, 2007.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


STATEMENT OF ASSETS AND LIABILITIES  October 31, 2007
--------------------------------------------------------------------------------


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

ASSETS
------------------------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $858,591,026)                                                  $ 1,001,660,485
Affiliated companies (cost $3,338,314)                                                            3,338,314
                                                                                            ----------------
                                                                                              1,004,998,799
------------------------------------------------------------------------------------------------------------
Cash                                                                                              1,272,833
------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                                                 12,583,366
Shares of beneficial interest sold                                                                  598,783
Dividends                                                                                           106,346
Other                                                                                                17,569
                                                                                            ----------------
Total assets                                                                                  1,019,577,696

------------------------------------------------------------------------------------------------------------
LIABILITIES
------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                                             5,187,093
Shares of beneficial interest redeemed                                                            1,223,709
Shareholder communications                                                                          229,179
Transfer and shareholder servicing agent fees                                                       190,353
Distribution and service plan fees                                                                  178,524
Trustees' compensation                                                                              165,960
Other                                                                                                28,234
                                                                                            ----------------
Total liabilities                                                                                 7,203,052

------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                  $ 1,012,374,644
                                                                                            ================

------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
------------------------------------------------------------------------------------------------------------
Paid-in capital                                                                             $ 1,595,656,428
------------------------------------------------------------------------------------------------------------
Accumulated net investment loss                                                                    (172,304)
------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments                                                   (726,178,939)
------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments                                                      143,069,459
                                                                                            ----------------
NET ASSETS                                                                                  $ 1,012,374,644
                                                                                            ================


STATEMENT OF ASSETS AND LIABILITIES  Continued
--------------------------------------------------------------------------------


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

NET ASSET VALUE PER SHARE
-----------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of
$618,566,419 and 29,103,501 shares of beneficial interest outstanding)                 $ 21.25
Maximum offering price per share (net asset value plus sales charge of 5.75% of
offering price)                                                                        $ 22.55
-----------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $177,264,414 and
8,975,452 shares of beneficial interest outstanding) $ 19.75
-----------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $135,580,982 and
6,867,150 shares of beneficial interest outstanding) $ 19.74
-----------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $37,721,598 and
1,803,498 shares of beneficial interest outstanding) $ 20.92
-----------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net
assets of $43,241,231 and 1,947,230 shares of beneficial interest outstanding) $
22.21


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


STATEMENT OF OPERATIONS  For the Year Ended October 31, 2007
--------------------------------------------------------------------------------


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

INVESTMENT INCOME
----------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies                                                     $  5,387,482
Affiliated companies                                                            901,182
----------------------------------------------------------------------------------------
Interest                                                                         75,598
----------------------------------------------------------------------------------------
Other income                                                                     84,471
                                                                           -------------
Total investment income                                                       6,448,733

----------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------
Management fees                                                               7,392,339
----------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                       1,639,385
Class B                                                                       1,977,150
Class C                                                                       1,363,556
Class N                                                                         188,191
----------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                       2,646,386
Class B                                                                         569,085
Class C                                                                         489,199
Class N                                                                         145,310
Class Y                                                                          84,194
----------------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                         327,387
Class B                                                                         127,504
Class C                                                                          50,086
Class N                                                                           5,867
Class Y                                                                             127
----------------------------------------------------------------------------------------
Trustees' compensation                                                           46,152
----------------------------------------------------------------------------------------
Custodian fees and expenses                                                       7,077
----------------------------------------------------------------------------------------
Administration service fees                                                       1,500
----------------------------------------------------------------------------------------
Other                                                                            62,030
                                                                           -------------
Total expenses                                                               17,122,525
Less reduction to custodian expenses                                             (1,360)
Less waivers and reimbursements of expenses                                    (346,421)
                                                                           -------------
Net expenses                                                                 16,774,744

----------------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                         (10,326,011)

----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
----------------------------------------------------------------------------------------
Net realized gain on investments from unaffiliated companies                240,973,815
----------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                        (95,104,245)

----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                       $135,543,559
                                                                           =============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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



YEAR ENDED OCTOBER 31,                                                                       2007             2006
-------------------------------------------------------------------------------------------------------------------

OPERATIONS
-------------------------------------------------------------------------------------------------------------------
Net investment loss                                                                $  (10,326,011)  $  (10,976,062)
-------------------------------------------------------------------------------------------------------------------
Net realized gain                                                                     240,973,815       98,157,780
-------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation                                                 (95,104,245)     (20,813,201)
                                                                                   --------------------------------
Net increase in net assets resulting from operations                                  135,543,559       66,368,517

-------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
-------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from beneficial interest
transactions:
Class A                                                                              (154,257,177)      32,109,669
Class B                                                                               (82,302,757)     (92,141,117)
Class C                                                                               (25,256,563)        (296,334)
Class N                                                                                (5,519,524)       1,542,223
Class Y                                                                                  (457,498)        (536,366)
                                                                                   --------------------------------

                                                                                     (267,793,519) (59,321,925)

-------------------------------------------------------------------------------------------------------------------
NET ASSETS
-------------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                            (132,249,960)       7,046,592
-------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                 1,144,624,604    1,137,578,012
                                                                                   --------------------------------

End of period (including accumulated net investment loss of
$172,304 and $154,224, respectively)                                               $1,012,374,644   $1,144,624,604
                                                                                   ================================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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



CLASS A     YEAR ENDED OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   18.67    $   17.56    $   15.04     $   13.97    $   11.43
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.14) 1      (.12) 1      (.15) 1       (.17)        (.12)
Net realized and unrealized gain                           2.72         1.23         2.67          1.24         2.66
                                                      ----------------------------------------------------------------
Total from investment operations                           2.58         1.11         2.52          1.07         2.54
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   21.25    $   18.67    $   17.56     $   15.04    $   13.97
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        13.82%        6.32%       16.76%         7.66%       22.22%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 618,567    $ 687,642    $ 618,270     $ 504,292    $ 430,514
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 681,071    $ 696,033    $ 570,513     $ 457,926    $ 366,050
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (0.73)%      (0.65)%      (0.94)%       (1.05)%      (1.01)%
Total expenses                                             1.37% 4      1.32% 4      1.39%         1.42%        1.61%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   1.32%        1.30%        1.35%         1.33%        1.32%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 1.37%
      Year Ended October 31, 2006                 1.32%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



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



CLASS B     YEAR ENDED OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   17.47    $   16.56    $   14.29     $   13.37    $   11.02
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.26) 1      (.25) 1      (.27) 1       (.30)        (.23)
Net realized and unrealized gain                           2.54         1.16         2.54          1.22         2.58
                                                      ----------------------------------------------------------------
Total from investment operations                           2.28          .91         2.27           .92         2.35
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   19.75    $   17.47    $   16.56     $   14.29    $   13.37
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        13.05%        5.49%       15.89%         6.88%       21.33%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 177,264    $ 235,821    $ 310,352     $ 312,315    $ 327,880
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 198,207    $ 283,459    $ 319,953     $ 316,748    $ 291,209
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (1.44)%      (1.40)%      (1.71)%       (1.83)%      (1.75)%
Total expenses                                             2.04% 4      2.08% 4      2.26%         2.30%        2.51%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   2.03%        2.07%        2.14%         2.12%        2.06%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 2.04%
      Year Ended October 31, 2006                 2.08%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




CLASS C     YEAR ENDED OCTOBER 31,                         2007         2006         2005          2004         2003
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $   17.47    $   16.56    $   14.29     $   13.37    $   11.02
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                        (.27) 1      (.24) 1      (.26) 1       (.25)        (.20)
Net realized and unrealized gain                           2.54         1.15         2.53          1.17         2.55
                                                      ----------------------------------------------------------------
Total from investment operations                           2.27          .91         2.27           .92         2.35
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $   19.74    $   17.47    $   16.56     $   14.29    $   13.37
                                                      ================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        12.99%        5.49%       15.89%         6.88%       21.33%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $ 135,581    $ 144,184    $ 137,308     $ 110,018    $ 103,271
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $ 136,508    $ 149,438    $ 126,925     $ 105,285    $  87,528
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                       (1.48)%      (1.39)%      (1.68)%       (1.81)%      (1.77)%
Total expenses                                             2.08% 4      2.06% 4      2.17%         2.26%        2.49%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                   2.07%        2.04%        2.10%         2.10%        2.08%
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      96%          63%          39%          114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007                 2.08%
      Year Ended October 31, 2006                 2.06%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



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



CLASS N     YEAR ENDED OCTOBER 31,               2007         2006         2005         2004        2003
----------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $   18.41     $  17.36     $  14.90     $  13.87    $  11.38
----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                              (.19) 1      (.16) 1      (.19) 1      (.18)       (.17)
Net realized and unrealized gain                 2.70         1.21         2.65         1.21        2.66
                                            --------------------------------------------------------------
Total from investment operations                 2.51         1.05         2.46         1.03        2.49
----------------------------------------------------------------------------------------------------------
Net asset value, end of period              $   20.92     $  18.41     $  17.36     $  14.90    $  13.87
                                            ==============================================================

----------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2              13.63%        6.05%       16.51%        7.43%      21.88%
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $  37,722     $ 38,500     $ 34,879     $ 22,488    $ 16,606
----------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $  37,676     $ 38,644     $ 29,445     $ 18,969    $ 11,846
----------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                             (0.96)%      (0.89)%      (1.15)%      (1.28)%     (1.34)%
Total expenses                                   1.59% 4      1.60% 4      1.67%        1.80%       1.86%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                         1.55%        1.53%        1.55%        1.57%       1.64%
----------------------------------------------------------------------------------------------------------
Portfolio turnover rate                            96%          63%          39%         114%         76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007         1.59%
      Year Ended October 31, 2006         1.60%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




CLASS Y     YEAR ENDED OCTOBER 31,                2007               2006           2005         2004         2003
-----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $    19.42           $  18.19       $  15.51     $  14.35     $  11.71
-----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                               (.07) 1            (.04) 1        (.08) 1      (.13)        (.19)
Net realized and unrealized gain                  2.86               1.27           2.76         1.29         2.83
                                            ---------------------------------------------------------------------------
Total from investment operations                  2.79               1.23           2.68         1.16         2.64
-----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $    22.21           $  19.42       $  18.19     $  15.51     $  14.35
                                            ===========================================================================

-----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2               14.37%              6.76%         17.28%        8.08%       22.55%
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $   43,241           $ 38,478       $ 36,769     $ 23,785     $ 17,171
-----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   38,230           $ 42,277       $ 31,030     $ 19,540     $ 11,928
-----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                              (0.33)%            (0.21)%        (0.49)%      (0.69)%      (0.80)%
Total expenses                                    0.91% 4,5,6,7      0.86% 4,5      0.89% 7      0.98% 7      1.11% 6,7
-----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                             96%                63%            39%         114%          76%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended October 31, 2007         0.91%
      Year Ended October 31, 2006         0.86%

5. Voluntary waiver or reimbursement of indirect management fees less than
0.005%.

6. Voluntary waiver of transfer agent fees less than 0.005%.

7. Reduction to custodian expenses less than 0.005%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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

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

Oppenheimer MidCap 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 seek capital appreciation. The Fund's
investment advisor is OppenheimerFunds, Inc. (the Manager).

      The Fund offers Class A, Class B, Class C, Class N and Class Y 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. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
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. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase.

      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 may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Trustees. 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(R) 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, as 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. Options are
valued daily based upon the last sale price on the principal exchange on which
the option is traded. 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. Investments
in open-end registered investment companies (including affiliated funds) are
valued at that fund's net asset value. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

--------------------------------------------------------------------------------
INVESTMENT IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund is permitted
to invest daily available cash balances in an affiliated money market fund. The
Fund may invest the available cash in Class E shares of Oppenheimer
Institutional Money Market Fund ("IMMF") which seeks current income and
stability of principal. IMMF is a registered open-end management investment
company, regulated as a money market fund under the Investment Company Act of
1940, as amended. The Manager is also the investment advisor of IMMF. The Fund's
investment in IMMF is included in the Statement of Investments, if applicable.
As a shareholder, the Fund is subject to its proportional share of IMMF's Class
E expenses, including its management fee. The Manager will waive fees and/or
reimburse Fund expenses in an amount equal to the indirect management fees
incurred through the Fund's investment in IMMF.

--------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

--------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders, therefore, no federal income or excise tax provision is
required.

      The tax components of capital shown in the table below represent
distribution requirements the Fund must satisfy under the income tax
regulations, losses the Fund may be able to offset against income and gains
realized in future years and unrealized appreciation or depreciation of
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 1,2,3         TAX PURPOSES
    ------------------------------------------------------------------------
    $--                        $--         $725,704,087         $142,594,606

1. As of October 31, 2007, the Fund had $725,704,087 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of October 31, 2007,
details of the capital loss carryforwards were as follows:

                           EXPIRING
                           ----------------------------
                           2009           $ 420,157,455
                           2010             237,910,335
                           2011              67,636,297
                                          -------------
                           Total          $ 725,704,087
                                          =============

2. During the fiscal year ended October 31, 2007, the Fund utilized $241,392,441
of capital loss carryforward to offset capital gains realized in that fiscal
year.

3. During the fiscal year ended October 31, 2006, the Fund utilized $98,062,815
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 October 31, 2007. Net assets of the
Fund were unaffected by the reclassifications.

                                   REDUCTION TO       INCREASE TO
                                    ACCUMULATED   ACCUMULATED NET
               REDUCTION TO      NET INVESTMENT     REALIZED LOSS
               PAID-IN CAPITAL             LOSS    ON INVESTMENTS
               --------------------------------------------------
               $10,047,271          $10,307,931          $260,660

No distributions were paid during the years ended October 31, 2007 and October
31, 2006.

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 October 31, 2007 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     $ 862,404,193
                                                 =============
              Gross unrealized appreciation      $ 171,762,530
              Gross unrealized depreciation        (29,167,924)
                                                 -------------
              Net unrealized appreciation        $ 142,594,606
                                                 =============

--------------------------------------------------------------------------------
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 October
31, 2007, the Fund's projected benefit obligations were increased by $16,886 and
payments of $6,859 were made to retired trustees, resulting in an accumulated
liability of $154,778 as of October 31, 2007.

      The Board of Trustees has adopted a compensation deferral 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 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 compensation deferral 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, to the extent they are not
offset by positive cash balances maintained by the Fund, 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.

--------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.

--------------------------------------------------------------------------------
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 OCTOBER 31, 2007      YEAR ENDED OCTOBER 31, 2006
                                 SHARES           AMOUNT         SHARES           AMOUNT
-----------------------------------------------------------------------------------------

CLASS A
Sold                          7,000,880    $ 137,080,894     12,456,104    $ 232,902,655
Redeemed                    (14,734,745)    (291,338,071)   (10,828,490)    (200,792,986)
                            -------------------------------------------------------------
Net increase (decrease)      (7,733,865)   $(154,257,177)     1,627,614    $  32,109,669
                            =============================================================

-----------------------------------------------------------------------------------------
CLASS B
Sold                          1,079,220    $  19,814,182      2,421,700    $  42,440,670
Redeemed                     (5,603,021)    (102,116,939)    (7,667,035)    (134,581,787)
                            -------------------------------------------------------------
Net decrease                 (4,523,801)   $ (82,302,757)    (5,245,335)   $ (92,141,117)
                            =============================================================

-----------------------------------------------------------------------------------------
CLASS C
Sold                          1,160,849    $  21,285,139      2,268,226    $  39,902,362
Redeemed                     (2,546,706)     (46,541,702)    (2,308,632)     (40,198,696)
                            -------------------------------------------------------------
Net decrease                 (1,385,857)   $ (25,256,563)       (40,406)   $    (296,334)
                            =============================================================

-----------------------------------------------------------------------------------------
CLASS N
Sold                            597,494    $  11,527,630      1,048,416    $  19,390,271
Redeemed                       (884,873)     (17,047,154)      (966,459)     (17,848,048)
                            -------------------------------------------------------------
Net increase (decrease)        (287,379)   $  (5,519,524)        81,957    $   1,542,223
                            =============================================================

-----------------------------------------------------------------------------------------
CLASS Y
Sold                            544,006    $  11,273,918        715,427    $  13,998,045
Redeemed                       (577,616)     (11,731,416)      (755,584)     (14,534,411)
                            -------------------------------------------------------------
Net decrease                    (33,610)   $    (457,498)       (40,157)   $    (536,366)
                            =============================================================


--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in IMMF, for the year ended October
31, 2007, were as follows:

                                        PURCHASES             SALES
-------------------------------------------------------------------
Investment securities              $1,026,799,032    $1,302,918,720

--------------------------------------------------------------------------------
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 average net assets as shown in the following table:

                FEE SCHEDULE
                ----------------------------------------------
                Up to $200 million                       0.75%
                Next $200 million                        0.72
                Next $200 million                        0.69
                Next $200 million                        0.66
                Next $700 million                        0.60
                Next $1.0 billion                        0.58
                Over $2.5 billion                        0.56

--------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. The Fund pays the Manager a fee of $1,500 per year
for preparing and filing the Fund's tax returns.

--------------------------------------------------------------------------------
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 October 31, 2007, the Fund paid
$3,688,659 to OFS for services to the Fund.

      Additionally, Class Y shares are subject to minimum fees of $10,000 per
annum for assets of $10 million or more. The Class Y shares are subject to the
minimum fees in the event that the per account fee does not equal or exceed the
applicable minimum fees. OFS may voluntarily waive the minimum fees.

--------------------------------------------------------------------------------
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
periodically 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 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
periods. 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% 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 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 determines its
uncompensated expenses under the plan at calendar quarter ends. The
Distributor's aggregate uncompensated expenses under the plan at September 30,
2007 for Class B, Class C and Class N shares were $16,964,500, $5,260,405 and
$753,805, 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 following table 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
-------------------------------------------------------------------------------------------------

October 31, 2007        $350,447          $7,932        $352,344         $10,029          $1,883


--------------------------------------------------------------------------------
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 October 31, 2007, OFS
waived $294,192, $3,486, $17,536 and $14,250 for Class A, Class B, Class C and
Class N shares, respectively. This undertaking may be amended or withdrawn at
any time.

      The Manager will waive fees and/or reimburse Fund expenses in an amount
equal to the indirect management fees incurred through the Fund's investment in
IMMF. During the year ended October 31, 2007, the Manager waived $16,957 for
IMMF management fees.

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
October 31, 2007, the Manager has evaluated the implications of FIN 48 and does
not currently anticipate a material impact to the Fund's financial statements.
The Manager will continue to monitor the Fund's tax positions prospectively for
potential future impacts.

      In September 2006, ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a
single authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. As of October 31, 2007, the Manager does not believe the
adoption of SFAS No. 157 will materially impact the financial statement amounts;
however, additional disclosures may be required about the inputs used to develop
the measurements and the effect of certain of the measurements on changes in net
assets for the period.

--------------------------------------------------------------------------------
6. SUBSEQUENT EVENT

On November 19, 2007, the Fund's Board of Trustees voted to freeze participation
in the retirement plan for the Board's independent trustees by not adding new
participants to the plan after December 31, 2007. Active independent trustees
who have accrued benefits under the plan prior to the freeze date will elect a
distribution method with respect to their benefits. Benefits already accrued
under the plan for Trustees who were participants prior to that freeze date are
not affected.


                                      A-1
                                   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

     IRC,

     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:

     o Purchases of Class A shares aggregating $1

     million or more.

     o Purchases of Class A shares, prior to March 1, 2007, 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.

     o 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.

     o  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):

     o The Manager or its affiliates.

     o 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.

     o  Registered  management  investment  companies,  or separate  accounts of
insurance  companies having an agreement with the Manager or the Distributor for
that purpose.

     o 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.

     o 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).

     o 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 adviser for the purchase or sale of Fund shares.

     o  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.

     o "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.

     o 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  adviser 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.

     o 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.

     o  Accounts  for  which  Oppenheimer  Capital  (or  its  successor)  is the
investment  adviser (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.

     o A unit  investment  trust that has entered into an appropriate  agreement
with the Distributor.

     o 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.

     o 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 IRC), 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.

     o 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.

     o 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.

     o Effective March 1, 2007, 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.

     o Effective October 1, 2005, taxable accounts established with the proceeds
of Required Minimum Distributions from Retirement Plans.

     o Purchases  of Class A shares by former  shareholders  of Atlas  Strategic
Income  Fund in any  Oppenheimer  fund into which  shareholders  of  Oppenheimer
Strategic Income Fund may exchange.

     o Purchases  prior to June 15, 2008 by former  shareholders  of Oppenheimer
Tremont Market Neutral Fund, LLC or Oppenheimer  Tremont  Opportunity Fund, LLC,
directly from the proceeds from mandatory redemptions.


     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):

     o  Shares  issued  in  plans  of  reorganization,  such as  mergers,  asset
acquisitions and exchange offers, to which the Fund is a party.

     o 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.

     o  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.

     o 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.

     o 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):

     o Retirement Plans that have $5 million or more in plan assets.

     o 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:

     o To make Automatic  Withdrawal Plan payments that are limited  annually to
no more than 12% of the account value adjusted annually.

     o  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).

     o 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 IRC) 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 IRC, or,
in the case of an IRA, a divorce or  separation  agreement  described in Section
71(b) of the IRC.

     6) To meet the minimum distribution requirements of the IRC.

     7) To make "substantially  equal periodic payments" as described in Section
72(t) of the IRC.

     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.

     o For distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special agreement with the Distributor allowing this waiver.

     o 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.

     o 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.

     o At the sole discretion of the Distributor,  the contingent deferred sales
charge may be waived for  redemptions of shares  requested by the shareholder of
record  within 60 days  following  the  termination  by the  Distributor  of the
selling  agreement  between  the  Distributor  and the  shareholder  of record's
broker-dealer of record for the account.

     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:

     o Shares redeemed involuntarily, as described in "Shareholder Account Rules
and Policies," in the applicable Prospectus.

     o 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.

     o 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 IRC).

     o  Distributions  from accounts for which the  broker-dealer  of record has
entered into a special agreement with the Distributor allowing this waiver.

     o At the sole discretion of the Distributor,  the contingent deferred sales
charge may be waived for  redemptions of shares  requested by the shareholder of
record  within 60 days  following  the  termination  by the  Distributor  of the
selling  agreement  between  the  Distributor  and the  shareholder  of record's
broker-dealer of record for the account.

     o 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.

     o 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.

     o  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.

     o  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 IRC) 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 IRC.

     6) To meet the minimum distribution requirements of the IRC.

     7) To make "substantially  equal periodic payments" as described in Section
72(t) of the IRC.

     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.

     o  Redemptions  of Class B shares  or  Class C  shares  under an  Automatic
Withdrawal  Plan from an account  other than a Retirement  Plan if the aggregate
value  of the  redeemed  shares  does  not  exceed  10% of the  account's  value
annually.


     B. Waivers for Shares Sold or Issued in Certain Transactions.

     The contingent  deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

     o Shares sold to the Manager or its affiliates.

     o 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.

     o Shares issued in plans of reorganization to which the Fund is a party.

     o Shares  sold to  present  or  former  officers,  directors,  trustees  or
employees (and their  "immediate  families" as defined above in Section I.A.) of
the Fund, the Manager and its affiliates  and  retirement  plans  established by
them for their employees.


     IV.  Special  Sales  Charge   Arrangements   for  Shareholders  of  Certain
Oppenheimer Funds Who Were Shareholders of Former Quest for Value Funds

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


     The initial and  contingent  deferred  sales  charge  rates and waivers for
Class A, Class B and Class C shares  described in the Prospectus or Statement of
Additional  Information of the Oppenheimer funds are modified as described below
for certain  persons who were  shareholders of the former Quest for Value Funds.
To be eligible,  those persons must have been shareholders on November 24, 1995,
when OppenheimerFunds,  Inc. became the investment adviser to those former Quest
for Value Funds. Those funds include:

     Oppenheimer Rising Dividends Fund, Inc.
     Oppenheimer Small- & Mid- Cap Value Fund
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Quest Opportunity Value Fund


     These  arrangements  also apply to shareholders of the following funds when
they merged (were  reorganized)  into various  Oppenheimer funds on November 24,
1995:

     Quest for Value U.S. Government Income Fund
     Quest for Value New York Tax-Exempt Fund
     Quest for Value Investment Quality Income Fund
     Quest for Value National Tax-Exempt Fund
     Quest for Value Global Income Fund
     Quest for Value California Tax-Exempt Fund

     All of the funds  listed  above are  referred  to in this  Appendix  as the
"Former Quest for Value Funds." The waivers of initial and  contingent  deferred
sales charges  described in this Appendix apply to shares of an Oppenheimer fund
that are either:

     o 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

     o  purchased  by  such   shareholder  by  exchange  of  shares  of  another
Oppenheimer fund that were acquired  pursuant to the merger of any of the Former
Quest for Value Funds into that other Oppenheimer fund on November 24, 1995.


     A. Reductions or Waivers of Class A Sales Charges.

     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               Initial Sales Charge as       Initial Sales Charge as a %      Concession as %
Employees or Members             a % of Offering Price         of Net Amount Invested           of Offering Price
-------------------------------- ---------------------------- --------------------------------- ---------------------
9 or Fewer                       2.50%                        2.56%                             2.00%
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
At least 10 but not more than    2.00%                        2.04%                             1.60%
49
-------------------------------- ---------------------------- --------------------------------- ---------------------

--------------------------------------------------------------------------------
         For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.

         Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase shares
for their individual or custodial accounts at these reduced sales charge
rates, upon request to the Distributor.


         o   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.


         o   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.


         o   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.


         o   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
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.


         o  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.


         o   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 IRC;

     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:

         o   the Manager and its affiliates,
         o   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 adviser of the Fund for their employees,
         o   registered management investment companies or separate accounts
              of insurance companies that had an agreement with the Fund's
              prior investment adviser or distributor for that purpose,
         o   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,
         o   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,
         o   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
         o   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 adviser provides administrative services.




Oppenheimer MidCap Fund

Internet Website
         www.oppenheimerfunds.com


Investment Adviser

         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

         Brown Brothers Harriman & Co.
         40 Water Street
         Boston, MA  02109-3661


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

Legal Counsel
         Mayer Brown LLP
         1675 Broadway
         New York, New York 10019


1234


PX0745.001.0208



(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this SAI 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 IRC, 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 MIDCAP FUND

                                   FORM N-1A

                                     PART C

                               OTHER INFORMATION

Item 23. - Exhibits

(a)      Amended and Restated Declaration of Trust dated 12/5/02: Previously
filed with Registrant's Post-Effective Amendment No. 8, 12/20/02, and
incorporated herein by reference.

(b)      Amended and Restated By-Laws dated 10/5/05: Previously filed with
Registrant's Post-Effective Amendment No. 12, 2/27/06, and incorporated herein
by reference.

(c)      (i)  Specimen  Class  A  Share   Certificate:   Previously  filed  with
Registrant's  Initial Registration  Statement,  7/18/97, and incorporated herein
by reference.

         (ii)  Specimen  Class  B  Share  Certificate:   Previously  filed  with
Registrant's  Initial Registration  Statement,  7/18/97, and incorporated herein
by reference.

         (iii)  Specimen  Class  C  Share  Certificate:  Previously  filed  with
Registrant's  Initial Registration  Statement,  7/18/97, and incorporated herein
by reference.

         (iv)  Specimen  Class  N  Shares  Certificate:  Previously  filed  with
Registrant's  Post-Effective  Amendment No. 5, 12/6/00,  and incorporated herein
by reference.

         (v)  Specimen  Class  Y  Share   Certificate:   Previously  filed  with
Registrant's  Initial Registration  Statement,  7/18/97, and incorporated herein
by reference.

(d)      Amended and Restated Investment Advisory Agreement dated 1/1/05:
Previously filed with Post-Effective Amendment No. 11, 2/24/05, and
incorporated herein by reference.

(e)      (i)    General Distributor's Agreement dated 11/17/97: Previously
filed with Registrant's Post-Effective Amendment No. 2, 11/3/97, and
incorporated herein by reference.

(ii)     Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

(iii)    Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

(iv)     Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), 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. 34 to
the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No.33-17850), (10/23/06), and incorporated herein by reference.

(f)      (i)   Compensation Deferral Plan for Eligible Trustees dated January
1, 2008: Filed herewith.

         (ii)    Retirement Plan for Non Interested Trustees and Directors
dated November 1, 2007: Filed herewith.

(g)      (i) Global Custody Agreement dated February 16, 2007: Previously
filed with Post-Effective Amendment No. 57 to the Registration Statement of
Oppenheimer Rising Dividends Fund, Inc. (Reg. No. 2-65223), (7/31/07), and
incorporated herein by reference.

         (ii) Amendment No. 1 dated 7/20/07 to the Global Custody Agreement:
Previously filed with Post-Effective Amendment No. 57 to the Registration
Statement of Oppenheimer Rising Dividends Fund, Inc. (Reg. No. 2-65223),
(7/31/07), and incorporated herein by reference.

(h)      Not applicable.

(i)      Opinion and Consent of Counsel dated 11/3/97: Previously filed with
Registrant's Pre-Effective Amendment No. 2, 11/3/97, and incorporated herein
by reference.

(j)      Independent Registered Public Accounting Firm's Consent: Filed
herewith.

(k)      Not applicable.

(l)      Investment Letter dated 10/1/97 from OppenheimerFunds, Inc. to
Registrant: Previously filed with Registrant's Pre-Effective Amendment No. 2,
11/3/97, and incorporated herein by reference.

(m)      (i)    Amended and Restated Service Plan and Agreement for Class A
shares dated 10/3/05: Previously filed with Registrant's Post-Effective
Amendment No. 12, 2/27/06, and incorporated herein by reference.

(ii)     Amended and Restated Distribution and Service Plan and Agreement for
Class B shares dated 10/3/05: Previously filed with Registrant's
Post-Effective Amendment No.12, 2/27/06, and incorporated herein by reference.

(iii)    Amended and Restated Distribution and Service Plan and Agreement for
Class C shares dated 10/3/05: Previously filed with Registrant's
Post-Effective Amendment No. 12, 2/27/06, and incorporated herein by reference.

(iv)     Amended and Restated Distribution and Service Plan and Agreement for
Class N shares dated 10/3/05: Previously filed with Registrant's
Post-Effective Amendment No. 12, 2/27/06, and incorporated herein by reference.

(n)      Oppenheimer Funds Multiple Class Plan under Rule
18f-3 updated through 8/29/07: Previously filed with the Initial Registration
Statement of Oppenheimer Portfolio Series Fixed Income Investor Fund (Reg. No.
333-146105), (9/14/07), and incorporated herein by reference.

(o)      (i)   Powers of Attorney for all Trustees/Directors and Principal
Officers dated April 4, 2005: Previously filed with Post-Effective Amendment
No. 29 to the Registration Statement of Oppenheimer Convertible Securities
Fund (Reg. No. 33-3076), (4/28/05), and incorporated herein by reference.

         (ii)  Power of Attorney for David K. Downes dated January 17, 2006:
Previously filed with Post-Effective Amendment No. 54 to the Registration
Statement of Oppenheimer Quest Value Fund, Inc. (Reg. No. 2-65223), 2/27/06,
and incorporated herein by reference.

(p)     Amended and Restated Code of Ethics of the Oppenheimer Funds dated
August 30, 2007 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105), (09/14/07),
and incorporated herein by reference.

Item 24. - Persons Controlled by or Under Common Control with the Fund

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Seventh 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
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Patrick Adams                            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,                        None
Vice President & Associate Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Amato,                           None
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   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).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Dmitri Artemiev                          Formerly (until January 2007) Analyst/Developer at Fidelity Investments.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Hany S. Ayad,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
James F. Bailey,                         Senior Vice President of Shareholder Services, Inc. (since March 2006).
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert Baker,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Michael Banta,                      None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Adam Bass,                               None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kevin Baum,                              None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jeff Baumgartner,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Marc Baylin,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Todd Becerra,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kathleen Beichert,                       Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gerald B. Bellamy,                       Assistant Vice President (Sales Manager of the  International  Division) of
Assistant Vice President                 OFI Institutional Asset Management, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Erik S. Berg,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Emanuele Bergagnine;                     None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert Bertucci,                         None
Assistant Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rajeev Bhaman,                           None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Craig Billings,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mark Binning,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert J. Bishop,                        Treasurer (since October 2003) of  OppenheimerFunds  Distributor,  Inc. and
Vice President                           Centennial Asset Management Corporation.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Beth Bleimehl,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa I. Bloomberg,                       None
Vice President & Associate Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Veronika Boesch,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Chad Boll,                               None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Antulio N. Bomfim,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michelle Borre Massick,                  None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lori E. Bostrom,                         None
Vice President & Senior Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Bourgeois,                          Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David J. Bowers                          Formerly (until July 2007) Analyst at Evergreen Investments.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Boydell,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Britton,                         Formerly  CTO/Managing  Director of IT  Infrastructure  at GMAC Residential
Vice President                           Funding Corporation (October 2000 - October 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Garrett C. Broadrup,                     Formerly  an  Associate  at Davis Polk & Wardwell  (October  2002 - October
Vice President & Assistant Counsel       2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Bromberg,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Holly Broussard,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Stephanie Bullington,                    None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Paul Burke,                              None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mark Burns,                              None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
JoAnne Butler,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Geoffrey Caan,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christine Calandrella,                   Formerly  Director  of  Empower  Network  (March  2007 -  September  2007);
Assistant Vice President                 formerly HR Manager of Arrow Electronics, Inc. (June 1998 - March 2007).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Dale William Campbell,                   Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Patrick Campbell,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Catherine Carroll,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Debra Casey,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Maria Castro,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Chaffee,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Charles Chibnik,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Patrick Sheng Chu,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brett Clark,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
H.C. Digby Clements,                     None
Senior Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas Closs,                            Formerly  (until  January 2007)  Development  Manager at  OppenheimerFunds,
Assistant Vice President                 Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Peter V. Cocuzza,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Eric Compton,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gerald James Concepcion,                 None.
Assistant 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.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Cheryl Corrigan,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Belinda J. Cosper,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Scott Cottier,                           None
Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lauren Coulston,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Terry Crady,                             Formerly IT Development Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
George Curry,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Julie C. Cusker,                         None
Assistant Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kevin Dachille,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Damian,                             None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert Dawson,                           None.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Delano,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kendra Delisa,                           Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Demarco,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Craig P. Dinsell,                        None
Executive Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Randall C. Dishmon,                      None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rebecca K. Dolan,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Steven D. Dombrower,                     Senior Vice President of OFI Private  Investments  Inc.;  Vice President of
Vice President                           OppenheimerFunds Distributor, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Sara Donahue,                            Formerly (until November 2006) Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Alicia Dopico,                           Formerly (until August 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas Doyle,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Bruce C. Dunbar,                         None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian Dvorak,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Edmiston,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
A. Taylor Edwards,                       None
Vice President & Assistant Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Venkat Eleswarapu,                       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.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rachel Fanopoulos,                       Formerly Manager (until August 2007) of OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Matthew Farkas,                          Formerly Associate at Epstein Becker & Green, P.C.  (September 2000 - March
Vice President and Assistant Counsel     2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kristie Feinberg,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
William Ferguson,                        Formerly Senior Marketing  Manager at ETrade (June 2006 - January 2007) and
Assistant Vice President                 Senior Marketing Manager at Axa Financial (April 2000 - June 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
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 the
Chairman of the Rochester Division       Board of  Directors  of  International  Museum  of  Photography  at  George
                                         Eastman House.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Bradley G. Finkle,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Steven Fling,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John E. Forrest,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David Foxhoven,                          Assistant Vice President of OppenheimerFunds Legacy Program.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Colleen M. Franca,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Barbara Fraser,                          None
Vice President & Associate Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Donald French,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Dominic Freud,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Hazem Gamal,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Charles Gapay,                           Formerly (as of January 2007) Help Desk Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Seth Gelman,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Timothy Gerlach,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kurt Gibson,                             Formerly Manager at Barclays Capital (January 2002 - April 2006).
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Phillip S. Gillespie,                    None
Senior Vice President & Assistant
Secretary
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Alan C. Gilston,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jacqueline Girvin-Harkins,               None
Assistant 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.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Raquel Granahan,                         None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert B. Grill,                         None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Carol Guttzeit,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Marilyn Hall,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kelly Haney,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Steve Hauenstein,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert W. Hawkins,                       None
Vice President & Assistant Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas B. Hayes,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Heidi Heikenfeld,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Annika Helgerson,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Daniel Herrmann,                         None
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
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Eivind Holte,                            Formerly Vice President at U.S. Trust (June 2005 - October 2007)
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian Hourihan,                          Assistant  Secretary of OFI  Institutional  Asset  Management,  Inc. (since
Vice President & Associate Counsel       April 2006).  Formerly Vice President and Senior  Counsel at  Massachusetts
                                         Financial Service Company (June 2004 - March 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Edward Hrybenko,                         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kevin Andrew Huddleston,                 None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Scott T. Huebl,                          Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Margaret Hui,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Dana Hunter,                             None
Assistant 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 International Distributor Limited.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
James G. Hyland,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kelly Bridget Ireland,                   None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kathleen T. Ives,                        Vice  President and Assistant  Secretary of  OppenheimerFunds  Distributor,
Vice President, Senior Counsel &         Inc. and  Shareholder  Services,  Inc.;  Assistant  Secretary of Centennial
Assistant Secretary                      Asset   Management   Corporation,   OppenheimerFunds   Legacy  Program  and
                                         Shareholder Financial Services, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
William Jaume,                           Senior Vice President of HarbourView  Asset Management  Corporation and OFI
Vice President                           Institutional Asset Management, Inc.; Director of OFI Trust Company.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Frank V. Jennings,                       None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Jennings,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jin Jo,                                  Formerly Audit Manager at Deloitte & Touche LLP (as of August 2007)
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Kadehjian,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Charles Kandilis,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Amee Kantesaria,                         Formerly Counsel at Massachusetts Mutual Life Insurance Company
Assistant Vice President and             (May 2005-December 2006).
Assistant Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rezo Kanovich,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas W. Keffer,                        None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
James Kennedy,                           Formerly self-employed (December 2005 - September 2006).
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Keogh,                           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Kiernan,                            None
Vice President & Marketing Compliance
Manager
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Kim,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Audrey Kiszla,                           Formerly Vice President at First Horizon Merchant Services  (December 2005-
Vice President                           May 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Klassen,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Knott,                           None
Executive Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Daniel Kohn,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Martin S. Korn,                          None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Tatyana Kosheleva,                       Formerly (as of April 2007) Finance Manager at IBM Corp.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian Kramer,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
S. Arthur Krause,                        Formerly Product Manager of OppenheimerFunds, Inc. (as of January 2007).
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gloria LaFond,                           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 of OFI Institutional Asset Management, Inc. as of January 2005.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Latino,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gayle Leavitt,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christopher M. Leavy,                    None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Randy Legg,                              None
Vice President & Associate Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Laura Leitzinger,                        Senior  Vice  President  of  Shareholder  Services,  Inc.  and  Shareholder
Senior Vice President                    Financial Services, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Justin Leverenz,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
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 Investments Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Daniel Lifshey,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mitchell J. Lindauer,                    None
Vice President & Assistant General
Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Bill Linden,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Malissa B. Lischin,                      Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Justin Livengood,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christina Loftus,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David P. Lolli,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Daniel G. Loughran                       None
Senior Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Patricia Lovett,                         Vice  President of  Shareholder  Financial  Services,  Inc. and Senior Vice
Senior Vice President                    President of Shareholder Services, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Misha Lozovik,                           None.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Dongyan Ma,                              None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Steve Macchia,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Daniel Martin,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jerry Mandzij,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
                                         Senior Vice President of HarbourView  Asset  Management  Corporation and of
Angelo G. Manioudakis,                   OFI Institutional Asset Management, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Carolyn Maxson,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
William T. Mazzafro,                     None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Trudi McCanna,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Neil McCarthy,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Elizabeth McCormack,                     Vice  President and Assistant  Secretary of  HarbourView  Asset  Management
Vice President                           Corporation.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Joseph McDonnell,                        Formerly Senior Vice President at Lehman Bros. (April 1995 - March 2006).
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Joseph McGovern,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Charles L. McKenzie,                     Chairman of the Board,  Director,  Chief Executive Officer and President of
Senior Vice President                    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; Director of
                                         Trinity   Investment   Management   Corporation   and  Vice   President  of
                                         Oppenheimer Real Asset Management, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
William McNamara,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mary McNamee,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Medev,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lucienne Mercogliano,                    None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jay Mewhirter,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Andrew J. Mika,                          None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jan Miller,                              None.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rejeev Mohammed,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Nikolaos D. Monoyios,                    None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Sarah Morrison,                          Formerly (as of January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jill Mulcahy,                            None
Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John V. Murphy,                          President  and  Management  Director  of  Oppenheimer   Acquisition  Corp.;
Chairman, Chief                          President  and  Director  of  Oppenheimer  Real  Asset  Management,   Inc.;
Executive Officer & Director             Chairman  and  Director  of  Shareholder  Services,  Inc.  and  Shareholder
                                         Financial Services, Inc.; Director of OppenheimerFunds  Distributor,  Inc.,
                                         OFI Institutional  Asset Management,  Inc., Trinity  Investment  Management
                                         Corporation,  Tremont Group Holdings,  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,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Suzanne Murphy,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas J. Murray,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christine Nasta,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Paul Newman,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Nichols,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
William Norman,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
James B. O'Connell,                      None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Matthew O'Donnell,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Ogren,                              Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Tony Oh,                                 None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John J. Okray,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kristina Olson,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lerae A. Palumbo,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kathleen Patton,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David P. Pellegrino,                     None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Allison C. Pells,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert H. Pemble,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lori L. Penna,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian Petersen,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Marmeline Petion-Midy,                   None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David Pfeffer,                           Senior Vice President of HarbourView  Asset  Management  Corporation  since
Senior Vice President & Chief            February 2004.
Financial Officer
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
James F. Phillips,                       None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gary Pilc,                               None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John Piper,                              Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jeaneen Pisarra,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Nicolas Pisciotti,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christine Polak,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Sergei Polevikov,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jeffrey Portnoy,                         None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David Preuss,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Ellen Puckett,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Paul Quarles,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael E. Quinn,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Julie S. Radtke,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Timothy Raeke,                           Formerly (as of July 2007) Vice President at MFS Investment Management.
Assistant 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
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Eric Rhodes,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Eric Richter,                            Vice  President  of  HarbourView  Asset  Management  Corporation.  Formerly
Vice President                           Investment  Officer at Alaska  Permanent  Fund  Corporation  (April  2005 -
                                         February 2006)
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Claire Ring,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Grace Roberts,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David Robertson,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert Robis,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Antoinette Rodriguez,                    None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lucille Rodriguez,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Stacey Roode,                            None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jeffrey S. Rosen,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jessica Rosenfeld,                       None.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Stacy Roth,                              None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Richard Royce,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Adrienne Ruffle,                         None.
Vice President & Assistant Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kim Russomanno,                          None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gerald Rutledge,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Julie Anne Ryan,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Timothy Ryan,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rohit Sah,                               None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Gary Salerno,                            Formerly  (as  of  May  2007)   Separate   Account   Business   Liaison  at
Assistant Vice President                 OppenheimerFunds, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Valerie Sanders,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kurt Savallo,                            Formerly Senior Business Analyst at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rudi W. Schadt,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mary Beth Schellhorn,                    Formerly  Human  Resources  Generalist at Misys Banking  Systems  (November
Assistant Vice President                 2000 - June 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Ellen P. Schoenfeld,                     None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Patrick Schneider,                       Formerly Human Resources Manager at ADT Security Services  (December 2001 -
Assistant Vice President                 July 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
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
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Asutosh Shah,                            None.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kamal Shah,                              None.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Navin Sharma,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Tammy Sheffer,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mary Dugan Sheridan,                     None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
David C. Sitgreaves,                     None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Skatrud,                         Formerly (as of March 2007) Corporate Bond Analyst at Putnam Investments.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Enrique H. Smith,                        None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kevin Smith,                             None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Louis Sortino,                           None
Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Keith J. Spencer,                        None
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Marco Antonio Spinar,                    None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brett Stein,                             Formerly Vice President of Client Services at XAware,  Inc. (October 2002 -
Vice President                           August 2006).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
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
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Benjamin Stewart,                        None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Peter Strzalkowski,                      Formerly (as of August  2007)  Founder/Managing  Partner at Vector  Capital
Vice President                           Management.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
John P. Stoma,                           Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Amy Sullivan,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Carole Sumption,                         Formerly Vice President at Policy Studies, Inc. (July 2003 - April 2007).
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Michael Sussman,                         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Thomas Swaney,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian C. Szilagyi,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Martin Telles,                           Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Charles Toomey,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Vincent Toner,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Melinda Trujillo,                        Formerly Senior Manager at CoBank, ACB (January 2004 - April 2006).
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Leonid Tsvayg,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Keith Tucker,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Cameron Ullyatt,                         None
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            Distributor,  Inc., Centennial Asset Management Corporation and Shareholder
Compliance Officer                       Services,  Inc.; Chief Compliance  Officer of HarbourView  Asset Management
                                         Corporation,  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,                              None
Vice President & Associate Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Rene Vecka,                              None
Assistant Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Vincent Vermette,                        Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Elaine Villas-Obusan,                    None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Ryan Virag,                              None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jake Vogelaar,                           None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Phillip F. Vottiero,                     None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lisa Walsh,                              None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Darren Walsh,                            Formerly  General  Manager and Senior Vice President of Comverse  (December
Executive Vice President                 2005 - September 2006);  Senior Vice President of Strategic  Initiatives at
                                         CSG Systems (2002 - December 2005)
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Deborah Weaver,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Jerry A. Webman,                         Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christopher D. Weiler,                   None
Vice President:
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Barry D. Weiss,                          Vice  President  of  HarbourView   Asset  Management   Corporation  and  of
Vice President                           Centennial Asset Management Corporation.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Melissa Lynn Weiss,                      None
Vice President & Senior Counsel
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Christine Wells,                         None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Joseph J. Welsh,                         Vice President of HarbourView Asset Management Corporation.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Catherine M. White,                      Assistant Vice President of OppenheimerFunds  Distributor,  Inc.; member of
Assistant Vice President                 the American Society of Pension Actuaries (ASPA) since 1995.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Troy Willis,                             None
Assistant Vice President,
Rochester Division
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mitchell Williams,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Julie Wimer,                             None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Donna M. Winn,                           President,  Chief Executive  Officer & Director of OFI Private  Investments
Senior Vice President                    Inc.; Director & President of OppenheimerFunds  Legacy Program; Senior Vice
                                         President of OppenheimerFunds Distributor, Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Brian W. Wixted,                         Treasurer of HarbourView  Asset  Management  Corporation;  OppenheimerFunds
Senior Vice President & Treasurer        International Ltd.,  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 of
Senior Vice President                    Centennial  Asset  Management  Corporation;  serves  on  the  Board  of the
                                         Colorado Ballet.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Meredith Wolff,                          None.
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Oliver Wolff,                            None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Kurt Wolfgruber,                         Director of Tremont Group  Holdings,  Inc.,  HarbourView  Asset  Management
President, Chief Investment Officer &    Corporation  and OFI  Institutional  Asset  Management,  Inc.  (since  June
Director                                 2003).   Management  Director  of  Oppenheimer   Acquisition  Corp.  (since
                                         December 2005).
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Caleb C. Wong,                           None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Edward C. Yoensky,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Geoff Youell,                            None.
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Lucy Zachman,                            None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Robert G. Zack,                          General  Counsel  of  Centennial  Asset  Management  Corporation;   General
Executive Vice President &               Counsel and Director of  OppenheimerFunds  Distributor,  Inc.;  Senior Vice
General Counsel                          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.;  Executive Vice
                                         President,  General Counsel and Director of OFI Trust Company; Director and
                                         Assistant  Secretary  of  OppenheimerFunds   International   Limited;  Vice
                                         President,  Secretary and General Counsel of Oppenheimer Acquisition Corp.;
                                         Director  of  OppenheimerFunds   International  Distributor  Limited;  Vice
                                         President of OppenheimerFunds  Legacy Program;  Vice President and Director
                                         of Oppenheimer Partnership Holdings Inc.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Neal A. Zamore,                          None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Anna Zatulovskaya,                       None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Mark D. Zavanelli,                       None
Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Alex Zhou,                               None
Assistant Vice President
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
Ronald Zibelli, Jr.                      Formerly  Managing  Director  and Small Cap Growth  Team  Leader at Merrill
Vice President                           Lynch.
---------------------------------------- ----------------------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------------------
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 Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return 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 Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
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 Master Loan Fund LLC
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
     Equity Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation 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 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 Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     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 MidCap 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, 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 Acquisition Corp., OFI
Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer
Real Asset Management, Inc. and OFI Trust Company is Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

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

The address of OppenheimerFunds International Ltd. is 30 Herbert Street,
Dublin 2, Ireland.

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

The address of OppenheimerFunds International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.


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 and Treasurer         None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Agan(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Anthony Allocco(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Janette Aprilante(2)                             Secretary                            None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Apostolopoulos(1)                         Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James Barker                                     Vice President                       None
1723 W. Nelson Street
Chicago, IL 60657
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen Beichert(1)                             Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rocco Benedetto(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Beringer                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rick Bettridge                                   Vice President                       None
11504 Flowering Plum Lane
Highland,  UT  84003
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David A. Borrelli                                Vice President                       None
105 Black Calla Ct.
San Ramon, CA 94583
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jeffrey R. Botwinick                             Vice President                       None
4431 Twin Pines Drive
Manlius, NY 13104
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Sarah Bourgraf(1)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Bracchi                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Brennan(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Joshua Broad(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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ross Burkstaller                                 Vice President                       None
211 Tulane Dr. SE
Albuquerque, NM 87106
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Campbell(1)                              Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Caruso                                    Vice President                       None
15 Deforest Road
Wilton, CT 06897
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donelle Chisolm(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Andrew Chonofsky                                 Vice President                       None
109 Wade Avenue, Apt. 365
Raleigh, NC 27605
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Angelanto Ciaglia(2)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Melissa Clayton(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Craig Colby(2)                                   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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Daley                                    Vice President                       None
40W387 Oliver Wendell Holmes St
St. Charles, IL 60175
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Fredrick Davis                                   Vice President                       None
14431 SE 61st Street
Bellevue, WA 98006
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Davis(2)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                        Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Steven Dombrower                                 Vice President                       None
13 Greenbrush Court
Greenlawn, NY 11740
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
George P. Dougherty                              Vice President                       None
328 Regency Drive
North Wales, PA 19454
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Cliff H. Dunteman                                Vice President                       None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Beth Arthur Du Toit(1)                           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                                  Senior Vice President                None
9511 Silent Hills Lane
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric C. Fallon                                   Vice President                       None
10 Worth Circle
Newton, MA 02458
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James Fereday                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Joseph Fernandez                                 Vice President                       None
1717 Richbourg Park Drive
Brentwood, TN 37027
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark J. Ferro                                    Senior Vice President                None
104 Beach 221st Street
Breezy Point, NY 11697
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                            Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric P. Fishel                                   Vice President                       None
725 Boston Post Rd., #12
Sudbury, MA 01776
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick W. Flynn                                 Senior Vice President                None
14083 East Fair Avenue
Englewood, CO 80111
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John E. Forrest(2)                               Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John ("J") Fortuna(2)                            Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jayme D. Fowler                                  Vice President                       None
3818 Cedar Springs Road, #101-349
Dallas, TX 75219
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Friebel                                  Vice President                       None
2919 St. Albans Forrest Circle
Glencoe, MO 63038
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Alyson Frost(2)                                  Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard Fuerman(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Charlotte Gardner(1)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Lucio Giliberti                                  Vice President                       None
6 Cyndi Court
Flemington, NJ 08822
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Gottesman                                Vice President                       None
255 Westchester Way
Birmingham, MI 48009
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Raquel Granahan(4)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ralph Grant                                      Senior Vice President                None
10 Boathouse Close
Mt. Pleasant, SC 29464
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kahle Greenfield(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Grill(2)                                  Senior 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. Gunter                                  Vice President                       None
603 Withers Circle
Wilmington, DE 19810
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Garrett Harbron                                  Vice President                       None
8895 Hillsboro Rd.
Valles Mines, MO 63087
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kevin J. Healy(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth Henry(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wendy G. Hetson(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Hoelscher(1)                            Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William E. Hortz(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Edward Hrybenko(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Amy Huber(1)                                     Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Husch                                   Vice President                       None
37 Hollow Road
Stonybrook, NY 11790
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Hyland(2)                                Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Keith Hylind(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                              Vice President & Assistant           Assistant Secretary
                                                 Secretary
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Shonda Rae Jaquez(2)                             Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric K. Johnson                                  Vice President                       None
8588 Colonial Drive
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Elyse Jurman                                     Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Matthew Kasa                                     Vice President                       None
4250 Park Newport #302
Newport Beach, CA 92660
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Keffer(2)                                 Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Keogh(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian Kiley(2)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Lisa Klassen(1)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard Klein                                    Senior Vice President                None
4820 Fremont Avenue South
Minneapolis, MN 55419
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard Knott(1)                                 President and Director               None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brent A. Krantz                                  Senior Vice President                None
61500 Tam McArthur Loop
Bend, OR 97702
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric Kristenson(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David T. Kuzia                                   Vice President                       None
10258 S. Dowling Way
Highlands Ranch, CO 80126
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Lange(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jesse Levitt(2)                                  Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Julie Libby(2)                                   Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric J. Liberman                                 Vice President                       None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Malissa Lischin(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christina Loftus(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Loncar                                    Vice President                       None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Craig Lyman                                      Vice President                       None
7425 Eggshell Drive
N. Las Vegas, NV 89084
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Peter Maddox(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
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                                   Vice President                       None
24 Midland Avenue
Cold Spring Harbor, NY 11724
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
LuAnn Mascia(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael McDonald                                 Vice President                       None
11749 S Cormorant Circle
Parker, CO 80134
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John C. McDonough                                Senior Vice President                None
533 Valley Road
New Canaan, CT 06840
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kent C. McGowan                                  Vice President                       None
9510 190th Place SW
Edmonds, WA 98020
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Medina                                  Vice President                       None
3009 Irving Street
Denver, CO 80211
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Meerman                                  Vice President                       None
4939 Stonehaven Drive
Columbus, OH 43222
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Saul Mendoza                                     Vice President                       None
503 Vincinda Crest Way
Tampa FL 33619
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark Mezzanotte                                  Vice President                       None
16 Cullen Way
Exeter, NH 03833
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Matthew L. Michaelson                            Vice President                       None
1250 W. Grace, #3R
Chicago, IL 60613
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Noah Miller(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Clint Modler(1)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Moser                                     Vice President                       None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Matthew Mulcahy(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wendy Jean Murray                                Vice President                       None
32 Carolin Road
Upper Montclair, NJ 07043
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christopher Nicholson(2)                         Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bradford G. Norford                              Vice President                       None
5095 Lahinch Ct.
Westerville, OH 43082
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Alan Panzer                                      Vice President                       None
6755 Ridge Mill Lane
Atlanta, GA 30328
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donald Pawluk(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian C. Perkes                                  Vice President                       None
6 Lawton Ct.
Frisco, TX 75034
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wayne Perry                                      Vice President                       None
3900 Fairfax Dr Apt 813
Arlington, VA 22203
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Charles K. Pettit(2)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Aaron Pisani(1)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rachel Powers                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Nicole Pretzel                                   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                                  Vice President                       None
3 Vine Place
Larchmont, NY 10538
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard E. Rath                                  Vice President                       None
46 Mt. Vernon Ave.
Alexandria, VA 22301
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ramsey Rayan(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William J. Raynor(5)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Corry Read(2)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ruxandra Risko(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David R. Robertson(2)                            Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ian M. Roche                                     Vice President                       None
7070 Bramshill Circle
Bainbridge, OH 44023
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Rock                                     Vice President                       None
9016 Stourbridge Drive
Huntersville, NC 28078
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Sabow                                     Vice President                       None
6617 Southcrest Drive
Edina, MN 55435
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Saunders                                    Vice President                       None
2251 Chantilly Ave.
Winter Park, FL 32789
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Schmitt                                   Vice President                       None
40 Rockcrest Rd
Manhasset, NY 11030
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Schories                                 Vice President                       None
3 Hill Street
Hazlet, NJ 07730
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Sexton(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric Sharp                                       Vice President                       None
862 McNeill Circle
Woodland, CA 95695
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Debbie A. Simon                                  Vice President                       None
55 E. Erie St., #4404
Chicago, IL 60611
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryant Smith                                     Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christopher M. Spencer                           Vice President                       None
2353 W 118th Terrace
Leawood, KS 66211
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John A. Spensley                                 Vice President                       None
375 Mallard Court
Carmel, IN 46032
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Alfred St. John(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Stein                                      Vice President                       None
8 Longwood Rd.
Voorhees, NJ 08043
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Paul Temple(2)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David G. Thomas                                  Vice President                       None
16628 Elk Run Court
Leesburg, VA 20176
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark S. Vandehey(1)                              Vice President and Chief             Vice President and Chief
                                                 Compliance Officer                   Compliance Officer
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Vincent Vermete(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Walsh                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth Lediard Ward                             Vice President                       None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Teresa Ward(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Janeanne Weickum(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 G. Werner                                  Vice President                       None
98 Crown Point Place
Castle Rock, CO 80108
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Catherine White(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ryan Wilde(1)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Julie Wimer(2)                                   Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donna Winn(2)                                    Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Peter Winters                                    Vice President                       None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Wisneski(1)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kurt Wolfgruber(2)                               Director                             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Meredith Wolff(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Wood(2)                                 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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jill Zachman(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert G. Zack(2)                                General Counsel & Director           Vice President & Secretary
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Steven Zito(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------

(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
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210

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 the Investment
Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on the 20th day of
February, 2008.


                            Oppenheimer MidCap Fund

                               By:  John V. Murphy*
                                    John V. Murphy, President,
                                    Principal Executive Officer and 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


Thomas W. Courtney*             Chairman of the                February 20, 2008
Thomas W. Courtney              Board of Trustees


John V. Murphy*                 President, Principal           February 20, 2008
John V. Murphy                  Executive Officer and Trustee


Brian W. Wixted*                Treasurer, Principal           February 20, 2008
Brian W. Wixted                 Financial & Accounting Officer


David K. Downes*                Trustee                        February 20, 2008
David K. Downes


Robert G. Galli*                Trustee                        February 20, 2008
Robert G. Galli


Lacy B. Herrmann*               Trustee                        February 20, 2008
Lacy B. Herrmann


Brian F. Wruble*                Trustee                        February 20, 2008
Brian F. Wruble


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




                            OPPENHEIMER MIDCAP FUND

                        Post-Effective Amendment No. 15

                      Registration Statement No. 333-31533

                                 EXHIBIT INDEX


Exhibit No.       Description

23 (f)(i)         Compensation Deferral Plan for Eligible Trustees

23 (f)(ii)        Retirement Plan for Non Interested Trustees and Directors

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