Registration No. 333-32108
                                                            File No. 811-09845

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]

Pre-Effective Amendment No. __                                           [   ]


Post-Effective Amendment No.7                                              [X]


                                    and/or

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


Amendment No. 10


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

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

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street, New York, New York 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):
      [   ] immediately upon filing pursuant to paragraph (b)
      [   ] on ___________ pursuant to paragraph (b)
      [X]   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
Emerging Technologies Fund




 Prospectus dated February 28, 2005


                                         Oppenheimer Emerging Technologies
                                         Fund is a mutual fund that seeks
                                         long-term capital appreciation to
                                         make your investment grow. It
                                         emphasizes investments in common
                                         stocks of U.S. and foreign companies
                                         expected to benefit in the long term
                                         from emerging technologies.
                                            This Prospectus contains
                                         important information about the
                                         Fund's investment objective, its
                                         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
 As with all mutual funds, the           it for future reference about your
 Securities and Exchange Commission      account.
 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.
                                    1234







26

CONTENTS

                    ABOUT THE FUND

                    The Fund's Investment Objective and Principal Investment
                    Strategies
                    Main Risks of Investing in the Fund
                    The Fund's Past Performance
                    Fees and Expenses of the Fund
                    About the Fund's Investments
                    How the Fund is Managed

                    ABOUT YOUR ACCOUNT

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

                    Special Investor Services
                    AccountLink
                    PhoneLink
                    OppenheimerFunds Internet Website
                    Retirement Plans

                    How to Sell Shares
                    By Mail
                    By Telephone

                    How to Exchange Shares
                    Shareholder Account Rules and Policies
                    Dividends, Capital Gains and Taxes
                    Financial Highlights








ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks long-term capital
appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in the common
stocks of U.S. and foreign technology companies believed by the investment
adviser, OppenheimerFunds, Inc. (the "Manager") to have significant growth
potential. The Fund invests in companies without regard to a specific market
capitalization range. Under normal market conditions, the Fund will invest at
least 80% of its net assets (including borrowings for investment purposes) in
common stocks that the Manager believes will benefit from emerging
technology. The Fund considers an emerging technology to be new technology or
a significant improvement or enhancement of existing technology. For these
purposes, an emerging technology company is defined as a company using,
producing and/or developing emerging technology products, processes and/or
services. The Fund may invest a significant amount of its assets in initial
public offerings (IPOs) of certain emerging technology companies. The Fund
may invest up to 15% of its assets in private placement or illiquid
securities. The Fund's current focus includes companies involved in:
o     digital consumer appliances
o     computer upgrades
o     defense-related electronics
o     enterprise and internet system security
o     medical technology
o     biotechnology drug development
o     wireless phone equipment

      The types of companies the Manager considers to be emerging technology
companies can be expected to change over time as developments in technology
occur.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The
portfolio manager uses fundamental analysis, relying on internal and external
research and analysis, to look for potentially high-growth emerging
technology companies. A growth company or stock is one that is expected by
the portfolio manager to experience rapid growth from strong sales, strong
management and/or dominant market positions. The portfolio manager may
consider a company's financial statements, interviews with management or an
analysis of a company's operations and product developments. He may also
evaluate research on particular industries, market trends and general
economic conditions. The portfolio manager focuses on factors that may vary
in particular cases and over time. Currently, he looks for:
      o  Companies with a track record of strong revenue;
o     Companies with potentially strong revenue and earnings growth;
      o  Companies in their early growth phase having the potential to be
         market leaders; and/or
o     Established companies that are well-positioned to take advantage of
         advances in the technology and related sectors.

      The portfolio manager employs a disciplined approach in deciding
whether to sell particular portfolio securities. This approach may change
over time. If a particular stock exhibits a material decrease in revenue and
earnings growth, she will consider selling the stock. In addition, if the
reason that the portfolio manager originally purchased the stock of a
particular company materially changes, then she may also decide to sell the
stock. The Fund is not required to dispose of the securities of companies
that are no longer considered emerging technology companies after they have
been purchased.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking
long-term capital appreciation. Those investors should be willing to assume
the greater risks of share price fluctuations that are typical for an
aggressive growth fund focusing on the stocks of emerging technology
companies. Since the Fund does not seek income and the income from its
investments will likely be small, it is not designed for investors needing
current income. Because of its focus on long-term capital appreciation, the
Fund may be appropriate for those investors with a longer investment time
horizon, and may be appropriate for a portion of a retirement plan
investment. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

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

      The risks described above collectively form the expected 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.

RISKS OF INVESTING IN STOCKS. Because the Fund invests primarily in stocks,
the value of the Fund's portfolio will be affected by changes in the stock
markets. Market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's portfolio securities change.
Prices of individual stocks do not all move in the same direction uniformly
or at the same time. Different stock markets may also behave differently from
each other. Securities in the Fund's portfolio may not increase as much as
the market as a whole. Some securities may not be actively traded, and
therefore, may not be readily bought or sold. Although at times some of the
Fund's investments may appreciate in value rapidly, investors should not
expect that most of the Fund's investments will appreciate rapidly.

      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.

Risks of Growth Stocks. Growth stocks may at times be favored by the market
      and at other times may be out of favor. Stocks of growth companies,
      particularly newer companies, may offer opportunities for greater
      capital appreciation but may be more volatile than stocks of larger,
      more established companies. These stocks may also have greater risk of
      price volatility if the company's earnings growth or stock price fails
      to increase as expected.

INDUSTRY AND SECTOR FOCUS. At times the Fund may also increase the relative
emphasis of its investments in a particular technology 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 or less 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 to a greater
degree in response to events affecting that industry or sector.

RISKS OF INVESTING IN TECHNOLOGY COMPANIES. The value of the Fund's shares is
particularly vulnerable to risks affecting technology companies and/or
companies having investments in technology. The technology sector
historically has had greater stock price fluctuation as compared to the
general market. For example, the Manager believes that in recent years
unrealistically high investor optimism about some technology stocks,
particularly Internet and communications stocks, has resulted in significant
price increases of those stocks relative to the earnings of the issuer, with
little or no fundamental economic basis. This factor makes those stocks
subject to even greater risks of loss.

     By focusing on the technology sector of the stock market rather than a
broad spectrum of companies, the Fund's share price will be particularly
sensitive to market and economic events that affect those technology
companies. 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.

SPECIAL RISKS OF MID-SIZE AND SMALL-CAP STOCKS. The Fund may invest in the
stocks of mid-size and smaller capitalization companies. While these
companies may offer greater opportunities for capital appreciation than
larger, more established companies, they involve substantially greater risks
of loss and price fluctuations. Mid-size and small capitalization companies
may have limited product lines or markets for their products, limited access
to financial resources and less depth in management skill than larger, more
established companies. Their stocks may be less liquid than those of larger
issuers. That means the Fund could have greater difficulty selling stocks of
those issuers at an acceptable price, especially during periods of market
volatility. That factor increases the potential for losses to the Fund. Also,
it may take a substantial period of time before the Fund realizes a gain on
an investment in a mid or small capitalization company, if it realizes any
gain at all.

SPECIAL RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). The Fund has no limit on
the amount of its assets that can be invested in IPOs. By definition,
securities issued in IPOs have not traded publicly until the time of their
offerings. Special risks associated with IPOs may include, among others, the
fact that there may be only a limited number of shares available for trading,
the market for those securities may be unseasoned, and the issuer may have a
limited operating history. These factors may contribute to price volatility.
The limited number of shares available for trading in some IPOs may also make
it more difficult for the Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. In addition, some
companies initially offering their shares publicly are involved in relatively
new industries or lines of business, which may not be widely understood by
investors. Some of the companies involved in new industries may be regarded
as developmental stage companies, without revenues or operating income, or
the near-term prospects of them. Many IPOs are by small- or micro-cap
companies that are undercapitalized.


RISKS OF FOREIGN INVESTING. The Fund has no limit on the amount of its assets
that can be invested in foreign securities. 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 applicable to U.S. companies. 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 depress the Fund's share prices.

Additionally, if a fund invests a significant amount of its assets in foreign
securities, it might expose the fund to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and the close
of The New York Stock Exchange 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, and the imposition of redemption fees, may both help
deter those activities.




HOW RISKY IS THE FUND OVERALL? Technology stocks can be very volatile.
Accordingly, the price of the Fund's shares can go up and down substantially.
The Fund generally will not use income-oriented investments to help cushion
the Fund's total return from changes in stock prices. In the OppenheimerFunds
complex, the Fund is considered an aggressive fund, designed for investors
willing to assume greater risks in the search for potentially higher returns.
It is considered likely to be subject to greater fluctuations in its share
prices than funds that are less specialized in the technology sector, or
funds that focus on both stocks and bonds.

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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.
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The Fund's Past Performance

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

      The after-tax returns are shown for Class A shares only and are
calculated using the historical highest individual federal marginal income
tax rates in effect during the periods shown, and do not reflect the impact
of state or local taxes. In certain cases, the figure representing "Return
After Taxes on Distributions and Sale of Fund Shares" may be higher 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.

As of December 31, 2004,  the  year-to-date  return)  before taxes for Class A
shares was -2.99%.
During the period shown in the bar chart,  the highest return (not annualized)
before  taxes for a calendar  quarter  was 20.51% (4th Qtr '02) and the lowest
return (not  annualized)  before taxes for a calendar quarter was -38.55% (3rd
Qtr '01).

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Average Annual Total Returns           1 year                5 years
for the period ended December                          (or life of class if
31, 2004                                                      less)
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Class A Shares (inception

4/25/00)                               -8.57%             -24.01%-24.03%
Return Before Taxes                 -8.66%-5.45%             -18.44%
Return After Taxes on
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares

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S&P 500 Index1: (reflects no           10.87%                 -2.29%
deduction for fees, expenses

or taxes)
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Lipper Science & Technology
Fund

Index1: (reflects no                   4.11%                 -18.24%
deduction for sales charges,
fees, expenses or taxes)

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Class B Shares (inception

4/25/00)                               -8.87%                -23.96%

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Class C shares (inception

4/25/00)                               -5.03%                -23.63%

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Class N shares (inception

3/1/01)                                -4.37%                -19.29%

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Class Y Shares (inception              -2.54%                -22.51%

4/25/00)
-----------------------------------------------------------------------------
1.    From 4/30/00.


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% (life of class); 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. 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 500 Index, an
unmanaged index of equity securities. The Index performance includes
reinvestment of income but does not reflect transaction costs, fees, expenses
or taxes. The Fund's investments may vary from those in the index. The
performance of the Fund's shares is also compared to the Lipper Science &
Technology Fund Index, an unmanaged index of technology funds. The Lipper
index includes reinvestment of distributions but does not reflect sales
charges, fees, expenses or taxes.


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,
2004.

Shareholder Fees (charges paid directly from your investment):
---------------------------------------------------------------------------
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                Class A     Class B     Class C      Class N     Class Y
                Shares      Shares       Shares      Shares      Shares
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Maximum       5.75        None        None         None        None
Sales Charge
(Load) on
purchases
(as % of
offering
price)
---------------------------------------------------------------------------
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Maximum       None1       5%2         1%3          1%4         None
Deferred
Sales Charge
(Load) (as %
of the lower
of the
original
offering
price or
redemption
proceeds)
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Redemption    2%          2%          2%           2%          2%
Fee (as a
percentage
of total
redemption
proceeds)5

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Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                               Class A  Class B   Class C    Class N    Class
                                                               Shares   Y
                                Shares   Shares     Shares              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Management Fees                 0.90%     0.90%     0.90%      0.90%     0.90%

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

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

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

Other Expenses                  0.87%     1.14%     0.77%      0.68%     0.00%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating

Expenses                        2.01%     3.04%     2.67%      2.08%     0.90%

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

Expenses may vary in future years. Effective January 1, 2005, the management
fee schedule was revised as described below in "How the Fund is Managed - The
Manager- Advisory Fees."  "Management Fees" in the table above assume that
the revised management fee schedule, effective January 1, 2005, was in effect
for the Fund's fiscal year ended October 31, 2004.  During the fiscal year
ended October 31, 2004, the actual management fees were 1.00% for each class
of shares, and the "Total Annual Operating Expenses " (before the expense
waiver discussed below) were 2.11% for Class A shares, 3.14% for Class B
shares, 2.77% for Class C shares, 2.18% for Class N shares and 1.00% for
Class Y shares. "Other expenses" include transfer agent fees, custodial fees,
and accounting and legal expenses that the Fund pays. The "Other Expenses" in
the table are based on, among other things, the fees the Fund would have paid
if the transfer agent had not waived a portion of its fee under a voluntary
undertaking to the Fund to limit these fees to 0.35% of average daily net
assets per fiscal year for all classes. That undertaking may be amended or
withdrawn at any time. After the waiver, the actual "Other Expenses" and
"Total Annual Operating Expenses" as percentages of average daily net assets
were_0.45% and 1.69% for Class A, 0.48% and 2.48% for Class B, 0.43% and
2.43% for Class C, 0.38% and 1.88% for Class N shares.  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 ($500,000 for certain retirement plan
   accounts) of Class A shares. See "How to Buy Shares" for details.
2.    Applies to redemptions in first year after purchase. The contingent
   deferred sales charge gradually declines from 5% to 1% in years one
   through six and is eliminated after that.
3.    Applies to shares redeemed within 12 months of purchase.
4.    Applies to shares redeemed within 18 months of a retirement plan's
   first purchase of Class N shares.
5.    The redemption fee applies to the proceeds of Fund shares that are
   redeemed (either by selling or exchanging to another Oppenheimer fund)
   within 30 days of their purchase.  See "How to Sell Shares" for more
   information on when the redemption fee will apply.

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

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







--------------------------------------------------------------------------------
If shares are redeemed:     1 Year        3 Years       5 Years      10 Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class A Shares               $779         $1,204        $1,655        $2,900

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

Class B Shares               $822         $1,284        $1,870       $3,0321

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

Class C Shares               $384          $871         $1,484        $3,142

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

Class N Shares               $323          $689         $1,182        $2,540

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

Class Y Shares               $103          $320          $555         $1,231

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

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

Class A Shares               $779         $1,204        $1,655        $2,900

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

Class B Shares               $322          $984         $1,670       $3,0321

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

Class C Shares               $284          $871         $1,484        $3,142

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

Class N Shares               $223          $689         $1,182        $2,540

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

Class Y Shares               $103          $320          $555         $1,231

--------------------------------------------------------------------------------
 In the first example, expenses include the initial sales charge for Class A
 and the applicable Class B, Class C and Class N contingent deferred sales
 charges. In the second example, the Class A expenses include the sales
 charge, but Class B, Class C and Class N expenses do not include contingent
 deferred sales charges. There is no sales charge on Class Y shares.
 1.  Class B  expenses  for years 7 through  10 are based on Class A  expenses
 since Class B shares automatically  convert to Class A shares 72 months after
 purchase.

About the Fund's Investments

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

      The Manager tries to reduce risks by carefully researching securities
before they are purchased, 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 concentrate 25% or more of
its investments in companies in any one industry.

      The Fund's portfolio will be invested mainly in common stocks of
emerging technology companies believed by the Manager to have significant
growth potential as a result of their production, development and/or use of
technology products, processes and/or services. The Fund's portfolio might
not always include all of the different types of investments described below.
The Statement of Additional Information contains more detailed information
about the Fund's investment policies and risks.

Stock Investments. The Fund will emphasize investments in common stocks that
      the Manager believes have growth potential. They may be newer companies
      or more established companies entering a growth cycle. Some growth
      companies tend to retain a large part of their earnings for research,
      development or investment in capital assets. Therefore, they do not
      emphasize paying dividends, and may not pay any dividends for some
      time. Other stocks are considered "growth" stocks because the company
      is experiencing growth in earnings or income. They are selected for the
      Fund's portfolio because the Manager believes the price of the stock
      will increase over time.

Technology Companies. The Fund expects to primarily invest in the stocks of
      emerging technology companies. These companies can range from small,
      newly-established companies to large, established corporations. Because
      the Fund emphasizes investment in technology, its share price is
      expected to fluctuate in response to events affecting that market
      segment. The Fund will not concentrate 25% or more of its total assets
      in investments in any one industry. However, the Fund may hold a
      significant portion of its assets in industries such as:
      aerospace/defense; broadcasting; cable television; communications
      equipment; computer hardware; computer software; electronics; health
      care/supplies and services; pharmaceuticals/drug development;
      information technologies; telecommunication; and wireless.

Small Capitalization Stock Investments. The Fund may, from time to time,
      invest a substantial portion of its assets in small capitalization
      companies, including those that have been in operation for a relatively
      short period. Small-cap companies tend to be companies that are
      developing new products or services that the Manager believes have
      relatively favorable prospects, or that are expanding into new and
      growing markets. Emerging growth companies may offer new products or
      services that might 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.

      While smaller capitalization companies may have potential for rapid
      growth, they often are subject to higher risks because they lack the
      managerial experience, financial resources, product diversification and
      competitive strengths of larger, more established companies. In
      addition, in many instances, the securities of smaller companies are
      traded over-the-counter or on a regional securities exchange, where the
      frequency and volume of trading is substantially less than is typical
      for securities of larger companies traded on national securities
      exchanges. Therefore, the securities of smaller companies may be
      subject to wider price fluctuations and may be less liquid. If the Fund
      were to try to sell large positions in small-cap stocks, it might have
      to sell them at discounts from quoted prices or might have to make a
      series of small sales over an extended period of time that might result
      in less favorable prices than in a block sale.

Investing in Initial Public Offerings (IPOs). The Fund may purchase shares in
      IPOs. The Manager generally allocates IPO purchases among the various
      funds that it advises, for which that IPO is a suitable investment and
      one that the Fund wants to acquire. Due to the potentially small
      relative amount of an IPO allocation available to the Fund, the Fund
      might not be able to purchase as many shares of an IPO as it requests.
      Because of the volatility of IPO shares, the Fund might hold these
      shares for only a very short time. This could increase the turnover of
      the Fund's portfolio and increase its expenses.

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

      Convertible securities are rated by nationally recognized rating
      organizations such as Moody's Investors Service or are given comparable
      ratings 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).

Portfolio Turnover. The Fund can engage in active and frequent short-term
      trading while trying to achieve its objective. It may 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, it must generally pay those gains out to
      shareholders, increasing their taxable distributions. The Financial
      Highlights table at the end on this Prospectus shows the Fund's
      portfolio turnover rates during past fiscal years.

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 cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

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

Investing in Special Situations. At times the Fund might invest in companies
      to try to benefit from what the Manager perceives to be special
      situations. These may be mergers, reorganizations or other unusual
      events expected to affect a particular issuer. However, there is a risk
      that the change or event might not occur, which could have a negative
      impact on the price of the security. The Fund's investment might not
      produce the expected gains or could incur a loss for the portfolio.

Illiquid and Restricted Securities. Investments may be illiquid because they
      do not have an active trading market, making it difficult to value them
      or dispose of them promptly at an acceptable price. Restricted
      securities may have terms that limit their resale to other investors or
      may require registration under applicable securities laws before they
      may be sold publicly. The Fund will not invest more than 15% of its net
      assets in illiquid or restricted securities. Certain restricted
      securities that are eligible for resale to qualified institutional
      purchasers 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. Derivatives
      may increase the volatility of the Fund's share prices or cause
      investment losses.

o     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 intend to use these
      instruments extensively and is not required to do so to seek its
      objective or 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.


      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.

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

      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 makes disclosures of the portfolio
      securities holdings in the Statement of Investments under Form N-Q,
      filed with the SEC no later than 60 days after the close of the first
      and third fiscal quarters. These additional quarterly filings are
      publicly available at the SEC.   Therefore, portfolio holdings of the
      Fund are made publicly available no later than 60 days after the close
      of the Fund's fiscal quarter.


      A description of the Fund's policies and procedures with respect to the
      disclosure of the Fund's portfolio securities is available in the
      Fund's Statement of Additional Information.

How the Fund Is Managed

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

      The Manager has been an investment advisor since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $170 billion in
assets as of December 31, 2004, including other Oppenheimer funds with more
than 7 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

Portfolio Manager. The portfolio manager of the Fund is Laura Granger. She is
      the person primarily responsible for the day-to-day management of the
      Fund's portfolio. Ms. Granger has been a Vice President of the Manager
      since October 2000. She is also a portfolio manager of another
      Oppenheimer fund. She was formerly a portfolio manager at Fortis
      Advisors from July 1998 to October 2000.


Advisory Fees. Under the investment advisory agreement effective January 1,
      2005, the Fund pays the Manager an advisory fee at an annual rate that
      declines as the Fund's assets grow: 0.90% of the first $200 million of
      average annual net assets of the Fund, 0.85% of the next $200 million,
      0.80% of the next $200 million, and 0.75% of average net assets over
      $600 million. The advisory fee paid by the Fund to the Manager in its
      last fiscal year (under the higher advisory fee schedule then in
      effect) was 1.00% of average annual net assets for each class of shares.


PENDING LITIGATION.  A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor
and Transfer Agent, as well as 51 of the Oppenheimer funds (collectively
the "funds") including the Fund, 31 present and former Directors or
Trustees and 9 present and former officers of certain of the Funds. This
complaint, filed in the U.S. District Court for the Southern District of
New York on January 10, 2005, consolidates into a single action and
amends six individual previously-filed putative derivative and class
action complaints. Like those prior complaints, the complaint alleges
that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of
the funds, and failed to properly disclose the use of fund assets to
make those payments in violation of the Investment Company Act and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in
those actions, the Directors/Trustees and the Officers breached their
fiduciary duties to Fund shareholders under the Investment Company Act
and at common law.  The complaint seeks unspecified compensatory and
punitive damages, rescission of the funds' investment advisory
agreements, an accounting of all fees paid, and an award of attorneys'
fees and litigation expenses.

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

o     Paying by Federal Funds Wire. Shares purchased through the Distributor
      may be paid for by Federal Funds wire. The minimum investment is
      $2,500. Before sending a wire, call the Distributor's Wire Department
      at 1.800.225.5677 to notify the Distributor of the wire and to receive
      further instructions.
o     Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
      you pay for shares by electronic funds transfers from your bank
      account. Shares are purchased for your account by a transfer of money
      from your bank account through the Automated Clearing House (ACH)
      system. You can provide those instructions automatically, under an
      Asset Builder Plan, described below, or by telephone instructions using
      OppenheimerFunds PhoneLink, also described below. Please refer to
      "AccountLink," below for more details.

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
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 subsequent investments (after making the initial
      investment of $500) for as little as $50. For any type of account
      established under one of these plans prior to November 1, 2002, the
      minimum additional investment will remain $25.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of them
      appears in the Statement of Additional Information, or you can ask your
      dealer or call the Transfer Agent), or reinvesting distributions from
      unit investment trusts that have made arrangements with the Distributor.


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

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

      The net asset value per share 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 exchange or market on which the security is
      principally traded, that security may be valued by another method that
      the Board of Trustees believes accurately reflects the fair value.
      Because some foreign securities trade in markets and on exchanges that
      operate on weekends and U.S. holidays, the values of some of the Fund's
      foreign investments may change on days when investors cannot buy or
      redeem Fund shares.

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

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

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


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

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

------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors 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 $100,000 or more for Class B shares or $1 million or more for Class
      C shares from a single investor.  Dealers or other financial
      intermediaries purchasing shares for their customers in omnibus
      accounts are responsible for compliance with those limits.


o     Investing for the Longer Term.  If you are investing  less than $100,000
      for the  longer-term,  for example for retirement,  and do not expect to
      need  access to your money for seven  years or more,  Class B shares may
      be appropriate.
Are There  Differences  in Account  Features  That Matter to You? Some account
      features  may  not  be  available  to  Class  B,  Class  C and  Class  N
      shareholders.  Other  features  may  not be  advisable  (because  of the
      effect of the  contingent  deferred  sales  charge) for Class B, Class C
      and Class N shareholders.  Therefore,  you should  carefully  review how
      you plan to use your  investment  account before deciding which class of
      shares to buy.

      Additionally, the dividends payable to Class B, Class C and Class N
      shareholders will be reduced by the additional expenses borne by those
      classes that are not borne by Class A or Class Y shares, such as the
      Class B, Class C and Class N asset-based sales charge described below
      and in the Statement of Additional Information.
How Do Share Classes Affect Payments to Your Broker? A financial advisor may
      receive different compensation for selling one class of shares than for
      selling another class. It is important to remember that Class B, Class
      C and Class N contingent deferred sales charges and asset-based sales
      charges have the same purpose as the front-end sales charge on sales of
      Class A shares: to compensate the Distributor for concessions and
      expenses it pays to dealers and financial institutions for selling
      shares. The Distributor may pay additional compensation from its own
      resources to securities dealers or financial institutions based upon
      the value of shares of the Fund owned by the dealer or financial
      institution for its own account or for its customers.


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

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

 ------------------------------------------------------------------------------
 Amount of Purchase             Front-End       Front-End      Concession As
                                                Sales
                                                Charge As a
                                Sales           Percentage of
                                Charge As a     Net
                                Percentage of   Amount         Percentage of
                                Offering Price  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           3.75%          3.90%           3.00%
 than $250,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $250,000 or more but less           2.50%          2.56%           2.00%
 than $500,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $500,000 or more but less           2.00%          2.04%           1.60%
 than $1 million
 ------------------------------------------------------------------------------

Due to rounding, the actual sales charge for a particular transaction may be
higher or lower than the rates listed above.


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

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

o     Right of Accumulation. To qualify for the reduced Class A sales charge
         that would apply to a larger purchase than you are currently
         making (as shown in the table above), you can add the value of
         any Class A, Class B or (effective March 18, 2005), Class C
         shares of the Fund or other Oppenheimer funds that you or your
         spouse currently own, or are currently purchasing, to the
         value of your Class A share purchase.  Your Class A shares of
         Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
         Reserves on which you did not pay a sales charge will not be
         counted for this purpose.  In totaling your holdings, you may
         count shares held in your individual accounts (including IRAs
         and 403(b) plans), your joint accounts with your spouse, or
         accounts you or your spouse hold as trustees or custodians on
         behalf of your children who are minors. A fiduciary can count
         all shares purchased for a trust, estate or other fiduciary
         account (including employee benefit plans for the same
         employer) that has multiple accounts. To qualify for this
         Right of Accumulation, if you are buying shares directly from
         the Fund you must inform the Fund's Distributor of your
         eligibility and holdings at the time of your purchase. If you
         are buying shares through your financial intermediary you must
         notify your intermediary of your eligibility for this Right of
         Accumulation at the time of your purchase.


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


o     Letters  of  Intent.  You may also  qualify  for  reduced  Class A sales
         charges by submitting a Letter of Intent to the  Distributor.  A
         Letter of Intent is a written  statement  of your  intention  to
         purchase  a  specified  value  of Class  A,  Class B  (effective
         March  18th) or Class C shares of the Fund or other  Oppenheimer
         funds  over  a  13-month  period.   The  total  amount  of  your
         intended  purchases  of Class A,  Class B and  (effective  March
         18th) Class C shares will  determine  the reduced  sales  charge
         rate  that will  apply to your  Class A share  purchases  of the
         Fund during  that  period.  You can choose to include  purchases
         made up to 90 days  before  the date  that you  submit a Letter.
         Your Class A shares of  Oppenheimer  Money Market Fund,  Inc. or
         Oppenheimer  Cash  Reserves  on  which  you  did not pay a sales
         charge  will not be  counted  for  this  purpose.  Submitting  a
         Letter  of  Intent  does  not   obligate  you  to  purchase  the
         specified  amount  of  shares.  You can also  apply the Right of
         Accumulation to these purchases.


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

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

o     Other Special Reductions and Waivers. The Fund and the Distributor
         offer additional arrangements to reduce or eliminate front-end
         sales charges or to waive contingent deferred sales charges
         for certain types of transactions and for certain classes of
         investors (primarily retirement plans that purchase shares in
         special programs through the Distributor). These are described
         in greater detail in Appendix B to the Statement of Additional
         Information, which is may be ordered by calling 800.225.5677
         or through the OppenheimerFunds website, at
         www.oppenheimerfunds.com (under the hyperlinks "Access
         ------------------------
         Accounts and Services" -Forms & Literature" - "Order
         Literature" - "Statements of Additional Information"). A
         description of these waivers and special sales charge
         arrangements is also available for viewing on the
         OppenheimerFunds website (under the hyperlinks "Research Funds
         - Fund Documents - View a description...") To receive a waiver
         or special sales charge rate under these programs, the
         purchaser must notify the Distributor (or other financial
         intermediary through which shares are being purchased) at the
         time of purchase or notify the Transfer Agent at the time of
         redeeming shares for those waivers that apply to contingent
         deferred sales charges.

      o  Purchases by Certain Retirement Plans. There is no initial
         sales charge on purchases of Class A shares of the Fund by (1)
         retirement plans that have $10 million or more in plan assets
         and that have entered into a special agreement with the
         Distributor and by (2) retirement plans that are part of a
         retirement plan product or platform offered by banks,
         broker-dealers, financial advisors, insurance companies or
         record-keepers that have entered into a special agreement with
         the Distributor for this purpose. The Distributor currently
         pays dealers of record concessions in an amount equal to 0.25%
         of the purchase price of Class A shares by those retirement
         plans from its own resources at the time of sale, subject to
         certain exceptions described in "Retirement Plans" in the
         Statement of Additional Information. No contingent deferred
         sales charge is charged upon the redemption of such shares.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
      purchases of Class A shares of any one or more of the Oppenheimer funds
      aggregating $1 million or more, or on purchases of Class A shares by
      certain retirement plans that satisfied certain requirements prior to
      March 1, 2001 ("grandfathered retirement accounts"). However, those
      Class A shares may be subject to a Class A contingent deferred sales
      charge, as described below. Retirement plans holding shares of
      Oppenheimer funds in an omnibus account(s) for the benefit of plan
      participants in the name of a fiduciary or financial intermediary
      (other than OppenheimerFunds-sponsored single DB Plus plans) are not
      permitted to make initial purchases of Class A shares subject to a
      contingent deferred sales charge.

      The Distributor pays dealers of record concessions in an amount equal
      to 1.0% of purchases of $1 million or more other than by grandfathered
      retirement accounts. For grandfathered retirement accounts, the
      concession is 0.75% of the first $2.5 million of purchases plus 0.25%
      of purchases in excess of $2.5 million. In either case, the concession
      will not be paid on purchases of shares by exchange or that were
      previously subject to a front-end sales charge and dealer concession.

      If you redeem any of those shares within an 18-month "holding period"
      measured from the beginning of the calendar month of their purchase, a
      contingent deferred sales charge (called the "Class A contingent
      deferred sales charge") may be deducted from the redemption proceeds.
      That sales charge will be equal to 1.0% of the lesser of:
o     the aggregate net asset value of the redeemed shares at the time of
         redemption (excluding shares purchased by reinvestment of dividends
         or capital gain distributions) or
o     the original net asset value of the redeemed shares.

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


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

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

-------------------------------------------------------------------------------
Years Since Beginning of Month in       Contingent Deferred Sales Charge on
Which Purchase Order was Accepted       Redemptions in 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 and employee benefit
plans and Section 529 plans, among others. Individual investors cannot buy
Class Y shares directly.

      An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those accounts. The procedures for buying,
selling, exchanging and transferring the Fund's other classes of shares
(other than the time those orders must be received by the Distributor or
Transfer Agent at their Colorado office) and the special account features
available to investors buying those other classes of shares do not apply to
Class Y shares. Instructions for buying, selling, exchanging or transferring
Class Y shares must be submitted by the institutional investor, not by its
customers for whose benefit the shares are held.

DISTRIBUTION AND SERVICE (12b-1) PLANS.

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

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

      The asset-based sales charge and service fees increase Class B and
      Class C expenses by 1.00% and increase Class N expenses by 0.50% of the
      net assets per year of the respective class. Because these fees are
      paid out of the Fund's assets on an on-going basis, over time these
      fees will increase the cost of your investment and may cost you more
      than other types of sales charges.

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

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

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

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

      Under certain circumstances, the Distributor will pay the full Class B,
      Class C or Class N asset-based sales charge and the service fee to the
      dealer beginning in the first year after purchase of such shares in
      lieu of paying the dealer the sales concession and the advance of the
      first year's service fee at the time of purchase, if there is a special
      agreement between the dealer and the Distributor.  In those
      circumstances, the sales concession will not be paid to the dealer.

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

      In addition, the Manager and the Distributor may make substantial
      payments to dealers or other financial intermediaries and service
      providers for distribution and/or shareholder servicing activities, out
      of their own resources, including the profits from the advisory fees
      the Manager receives from the Fund.  Some of these distribution-related
      payments may be made to dealers or financial intermediaries for
      marketing, promotional or related expenses; these payments are often
      referred to as "revenue sharing."  In some circumstances, those types
      of 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.  You should ask your
      dealer or financial intermediary for more details about any such
      payments it receives.

Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account
with an account at a U.S. bank or other financial institution. It must be an
Automated Clearing House (ACH) member. AccountLink lets you:
    o transmit funds electronically to purchase shares by telephone (through
      a service representative or by PhoneLink) or automatically under Asset
      Builder Plans, or
    o have the Transfer Agent send redemption proceeds or transmit dividends
      and distributions directly to your bank account. Please call the
      Transfer Agent for more information.

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

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

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

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

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

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

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

How to Sell Shares

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

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

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

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

Sending 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 Exchange that day, which
is normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds-sponsored qualified retirement plan
account or under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.

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

Are There Limits on Amounts Redeemed by Telephone?
Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by
      telephone in any seven-day period. The check must be payable to all
      owners of record of the shares and must be sent to the address on the
      account statement. This service is not available within 30 days of
      changing the address on an account.
Telephone Redemptions Through AccountLink or by Wire. There are no dollar
      limits on telephone redemption proceeds sent to a bank account
      designated when you establish AccountLink. Normally the ACH transfer to
      your bank is initiated on the business day after the redemption. You do
      not receive dividends on the proceeds of the shares you redeemed while
      they are waiting to be transferred.

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


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

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

      A  contingent  deferred  sales charge will be based on the lesser of the
net  asset  value of the  redeemed  shares  at the time of  redemption  or the
original net asset value.  A contingent  deferred  sales charge is not imposed
on:
o     the amount of your  account  value  represented  by an  increase  in net
      asset value over the initial purchase price,
o     shares  purchased by the  reinvestment  of  dividends  or capital  gains
      distributions, or
o     shares redeemed in the special circumstances  described in Appendix B to
      the Statement of Additional Information.

      To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:
   1. shares acquired by reinvestment of dividends and capital gains
      distributions,
   2. shares held for the holding period that applies to the class, and
   3. shares held the longest during the holding period.

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

How to Exchange Shares


If you want to change all or part of your investment from one Oppenheimer
fund to another, you can exchange your shares for shares of the same class of
another Oppenheimer fund that offers the exchange privilege. For example, you
can exchange Class A shares of the Fund only for Class A shares of another
fund. To exchange shares, you must meet several conditions:


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

   o  The prospectus of  the selected fund must offer the exchange privilege.
   o  When you establish an account, you must hold the shares you buy for at
      least seven days before you can exchange them. After your account is
      open for seven days, you can exchange shares on any regular business
      day, subject to the limitations described below.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions
      with a signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and
      should read it.

      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 to 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.
      In some cases, sales charges may be imposed on exchange transactions.
In general, a contingent deferred sales charge (CDSC) is not imposed on
exchanges of shares that are subject to a CDSC.  However, if you exchange
shares that are subject to a CDSC, the CDSC holding period will be carried
over to the acquired shares, and the CDSC may be imposed if those shares are
redeemed before the end of the CDSC holding period.

      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 the internet, or by establishing an Automatic Exchange Plan.

Written Exchange Requests. Send an OppenheimerFunds Exchange Request form,
      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.

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 New York Stock Exchange that day, which is normally 4:00
      p.m. Eastern time, but may be earlier on some days. However, the
      Transfer Agent may delay the reinvestment of 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 made
      or the fund to which the exchange is made.

   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.

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

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

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

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

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


While the Fund, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Fund's policies to their customers who
invest indirectly in the Fund, the Transfer Agent may not be able to 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 additional
policies and procedures to detect and prevent frequent and/or excessive
exchanges and purchase and redemption activity. Those additional policies and
procedures will take effect on June 20, 2005:

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

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

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

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

   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 on or about the second to last
      business "regular business day" of September. See the Statement of
      Additional Information to learn how you can avoid this fee and for
      circumstances when this fee will not be assessed.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of Trustees at any time the Board believes it is
      in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by the Fund at any time. The Fund
      will provide you notice whenever it is required to do so by applicable
      law. If an account has more than one owner, the Fund and the Transfer
      Agent may rely on the instructions of any one owner. Telephone
      privileges apply to each owner of the account and the dealer
      representative of record for the account unless the Transfer Agent
      receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Fund will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of the Fund if the dealer performs any transaction erroneously or
      improperly.
The redemption price for shares will vary from day to day because the value
      of the securities in the Fund's portfolio fluctuates. The redemption
      price, which is the net asset value per share, will normally differ for
      each class of shares. The redemption value of your shares may be more
      or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
      check, or through AccountLink 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, or arrange with your bank to provide telephone or written
      assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $500 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio. If the Fund redeems your shares in kind, you may
      bear transaction costs and will bear market risks until such time as
      such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
      birth (for a natural person), your residential street address or
      principal place of business and your Social Security Number, Employer
      Identification Number or other government issued identification when
      you open an account. Additional information may be required in certain
      circumstances or to open corporate accounts. The Fund or the Transfer
      Agent may use this information to attempt to verify your identity. The
      Fund may not be able to establish an account if the necessary
      information is not received. The Fund may also place limits on account
      transactions while it is in the process of attempting to verify your
      identity. Additionally, if the Fund is unable to verify your identity
      after your account is established, the Fund may be required to redeem
      your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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

Dividends, Capital Gains and Taxes

DIVIDENDS. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid to Class A 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 in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all
      dividends and capital gains distributions in additional shares of the
      Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the Fund while receiving the other types of
      distributions by check or having them sent to your bank account through
      AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your
      bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      OppenheimerFunds account you have established.

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

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

      The Fund intends each year to qualify 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 since inception. 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,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
Net asset value, beginning of period               $  3.14      $  1.82      $  3.51      $  11.24      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.04) 2      (.04)        (.04)         (.01)          .01
Net realized and unrealized gain (loss)               (.41)        1.36        (1.65)        (7.71)         1.23
                                                   ---------------------------------------------------------------
Total from investment operations                      (.45)        1.32        (1.69)        (7.72)         1.24
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --          (.01)           --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.69      $  3.14      $  1.82      $   3.51      $  11.24
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (14.33)%      72.53%      (48.15)%      (68.74)%       12.40%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $79,083      $93,886      $44,150      $ 91,220      $253,471
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $89,415      $62,832      $68,695      $158,376      $149,623
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss)                         (1.55)%      (1.51)%      (1.61)%       (0.23)%        0.25%
Total expenses                                        2.11%        2.70%        3.11%         2.08%         1.65%
Expenses after payments and waivers
and reduction to custodian expenses                   1.69%        1.71%        2.10%         2.04%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund dIstributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER EMERGING TECHNOLOGIES FUND FINANCIAL HIGHLIGHTS Continued --------------------------------------------------------------------------------

CLASS B    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.06      $  1.79      $  3.48      $  11.20      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.07) 2      (.04)        (.07)         (.06)         (.01)
Net realized and unrealized gain (loss)               (.39)        1.31        (1.62)        (7.66)         1.21
                                                   ---------------------------------------------------------------
Total from investment operations                      (.46)        1.27        (1.69)        (7.72)         1.20
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --            --            --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.60      $  3.06      $  1.79      $   3.48      $  11.20
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (15.03)%      70.95%      (48.56)%      (68.93)%       12.00%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $56,513      $69,789      $36,813      $ 75,336      $200,251
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $63,321      $48,920      $58,029      $128,540      $106,620
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (2.34)%      (2.23)%      (2.40)%       (0.99)%       (0.48)%
Total expenses                                        3.14%        3.82%        3.95%         2.84%         2.39%
Expenses after payments and waivers
and reduction to custodian expenses                   2.48%        2.42%        2.94%         2.80%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

CLASS C    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.06      $  1.79      $  3.48      $  11.20      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.06) 2      (.04)        (.05)         (.05)         (.01)
Net realized and unrealized gain (loss)               (.40)        1.31        (1.64)        (7.67)         1.21
                                                   ---------------------------------------------------------------
Total from investment operations                      (.46)        1.27        (1.69)        (7.72)         1.20
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --            --            --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.60      $  3.06      $  1.79      $   3.48      $  11.20
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (15.03)%      70.95%      (48.56)%      (68.93)%       12.00%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $22,777      $26,112      $14,143      $ 23,121      $ 56,597
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $25,126      $17,266      $17,800      $ 38,049      $ 28,193
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (2.28)%      (2.29)%      (2.36)%       (1.00)%       (0.47)%
Total expenses                                        2.77%        3.40%        3.84%         2.84%         2.39%
Expenses after payments and waivers
and reduction to custodian expenses                   2.43%        2.48%        2.83%         2.80%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER EMERGING TECHNOLOGIES FUND FINANCIAL HIGHLIGHTS Continued --------------------------------------------------------------------------------

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

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.12      $  1.81      $  3.50      $  6.59
---------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.05) 2      (.05)        (.04)        (.03)
Net realized and unrealized gain (loss)               (.41)        1.36        (1.65)       (3.06)
                                                   ------------------------------------------------
Total from investment operations                      (.46)        1.31        (1.69)       (3.09)
---------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --           --
---------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.66      $  3.12      $  1.81      $  3.50
                                                   ================================================

---------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (14.74)%      72.38%      (48.29)%     (46.89)%
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 3,528      $ 4,445      $ 1,582      $ 1,450
---------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 3,548      $ 2,698      $ 1,547      $ 1,287
--------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (1.74)%      (1.89)%      (1.80)%      (1.24)%
Total expenses                                        2.18%        2.30%        3.05%        2.61%
Expenses after payments and waivers
and reduction to custodian expenses                   1.88%        2.10%        2.04%        2.57%
---------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%          85%

1. For the period from March 1, 2001 (commencement of operations) to October 31, 2001. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 30 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

CLASS Y    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.21      $  1.85      $  3.55      $  11.26      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.03) 2      (.04)        (.03)           -- 3         .02
Net realized and unrealized gain (loss)               (.41)        1.40        (1.67)        (7.69)         1.24
                                                   ---------------------------------------------------------------
Total from investment operations                      (.44)        1.36        (1.70)        (7.69)         1.26
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --          (.02)           --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.77      $  3.21      $  1.85      $   3.55      $  11.26
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4                  (13.71)%      73.51%      (47.89)%      (68.40)%       12.60%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 2,251      $ 2,480      $   887      $  1,236      $      1
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 2,593      $ 1,492      $ 1,057      $    331      $      1
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss)                         (0.86)%      (1.05)%      (1.03)%       (0.08)%        0.33%
Total expenses                                        1.00%        1.26%        1.57%         1.33%         1.42%
Expenses after payments and waivers
and reduction to custodian expenses                    N/A 6        N/A 6       1.53%         1.23%          N/A 6
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Less than $0.005 per share. 4. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 5. Annualized for periods of less than one full year. 6. Reduction to custodian expenses less than 0.01%.

43

INFORMATION AND SERVICES

For More Information on Oppenheimer Emerging Technologies Fund
The following additional information about the Fund is available without
charge upon request:

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

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

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

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:
                              1.800.CALL OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------

On the Internet:              You can request these documents by e-mail or
                              through the OppenheimerFunds website.  You may
                              also read or download certain documents on the
                              OppenheimerFunds website at:
                              www.oppenheimerfunds.com
                              ------------------------

------------------------------------------------------------------------------
Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
           -----------
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

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


The Fund's SEC File No.: 811-09845   The Fund's shares are distributed by:
PR0765.001.0205                      [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper







                          Appendix to Prospectus of
                    Oppenheimer Emerging Technologies Fund

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

      A bar chart will be included in the Prospectus of Oppenheimer Emerging
Technologies 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 Emerging Technologies Fund
Ended                               Class A Shares
-----                               --------------


12/31/01                           -55.02%
12/31/02                           -51.17%
12/31/03                            60.54%
12/31/04                            -2.99%

------------------------------------------------------------------------------
Oppenheimer Emerging Technologies Fund
------------------------------------------------------------------------------

6803 S. Tucson Way, Centennial, Colorado 80112-3924
1.800.225.5677


Statement of Additional Information dated February 28, 2005

      This  Statement of  Additional  Information  is not a  Prospectus.  This
document  contains  additional  information  about  the Fund  and  supplements
information  in the  Prospectus  dated  February 28,  2005.  It should be read
together with the Prospectus.  You can obtain the Prospectus by writing to the
Fund's Transfer Agent,  OppenheimerFunds  Services,  at P.O. Box 5270, Denver,
Colorado  80217,  or by calling the  Transfer  Agent at the  toll-free  number
shown above, or by downloading it from the  OppenheimerFunds  Internet website
at www.oppenheimerfunds.com.


Contents                                                                Page

About the Fund
Additional Information about the Fund's Investment Policies and Risks...
   The Fund's Investment Policies.......................................
   Other Investment Techniques and Strategies...........................
   Investment Restrictions..............................................
   Disclosure of Portfolio Holdings.....................................
How the Fund is Managed.................................................
   Organization and History.............................................
   Board of Trustees and Oversight Committees...........................
   Trustees and Officers of the Fund....................................
   The Manager..........................................................
Brokerage Policies of the Fund..........................................
Distribution and Service Plans..........................................
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

Independent Registered Public Accounting Firm's Report..................
Financial Statements ...................................................


Appendix A: Industry Classifications....................................A-1
Appendix B: OppenheimerFunds Special Sales Charge Arrangements and WaiversB-1

ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

The Fund's  Investment  Policies.  The composition of the Fund's portfolio and
the  techniques  and  strategies  that the Fund's 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.

      |X| Investments in Equity  Securities.  The Fund focuses its investments
in equity  securities of companies that the Manager believes will benefit from
existing  technologies as well as enhancement and  improvements in technology.
Equity  securities  include  common  stocks,   preferred  stocks,  rights  and
warrants,  and  securities  convertible  into common stock.  The Fund does not
limit its holdings of equity  securities to companies of any particular market
capitalization  range.  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).  Other debt  securities may be selected  because
they are  convertible  into common stock,  as discussed  below in "Convertible
Securities."

            Over-the-Counter  Securities.  Securities of small  capitalization
issuers  may be  traded on  securities  exchanges  or in the  over-the-counter
market. The  over-the-counter  markets,  both in the U.S. and abroad, may have
less liquidity than securities  exchanges.  That can affect the price the Fund
is able to obtain when it wants to sell a security.

      Small-cap growth companies may offer greater  opportunities  for capital
appreciation  than securities of large, more established  companies.  However,
these  securities  also  involve  greater  risks  than  securities  of  larger
companies.  Securities  of small  capitalization  issuers  may be  subject  to
greater price  volatility in general than  securities of large-cap and mid-cap
companies.  Therefore,  to the degree that the Fund has investments in smaller
capitalization  companies  at times of market  volatility,  the  Fund's  share
price may fluctuate  more. As noted below,  the Fund limits its investments in
unseasoned small cap issuers.

            Convertible  Securities.  While some convertible  securities are a
form of debt  security,  in many  cases  their  conversion  feature  (allowing
conversion into equity  securities)  causes them to be regarded by the Manager
more as "equity  equivalents." As a result,  the credit rating assigned to the
security has less impact on the Manager's  investment decision with respect to
convertible debt securities than in the case of  non-convertible  fixed-income
securities.  To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines the following factors:
(1)   whether, at the option of the investor,  the convertible security can be
         exchanged  for a fixed  number  of  shares  of  common  stock  of the
         issuer,
(2)   whether  the  issuer of the  convertible  securities  has  restated  its
         earnings  per  share  of  common  stock  on  a  fully  diluted  basis
         (considering   the   effect   of   conversion   of  the   convertible
         securities), and
(3)   the extent to which the convertible  security may be a defensive "equity
         substitute,"   providing   the   ability   to   participate   in  any
         appreciation in the price of the issuer's common stock.

      Convertible  securities  rank 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 prevailing  interest rates fall and
decrease when prevailing  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.

      The Fund has no  limitations  on the  ratings  of the  convertible  debt
securities   that  it  can  buy.   They  can  include   securities   that  are
investment-grade  or  below  investment  grade.   Securities  that  are  below
investment  grade  (whether they are rated by a  nationally-recognized  rating
organization  or are unrated  securities  that the  Manager  deems to be below
investment  grade)  have  greater  risks  of  default  than   investment-grade
securities.  Additionally,  debt securities are subject to interest rate risk.
Their  values  tend to fall  when  interest  rates  rise.  The  Fund  does not
anticipate  that it will  invest a  substantial  amount of its assets in these
types of securities.

            Rights  and  Warrants.  The Fund can  invest up to 5% of its total
assets in  warrants or rights.  That 5% limit 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.

            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  prevailing  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.


      Initial Public  Offerings  (IPOs).  The Fund may purchase  securities in
IPOs. By  definition,  IPOs have not traded  publicly  until the time of their
offering.  Special risks  associated with IPOs may include a limited number of
shares available for trading,  unseasoned trading,  lack of investor knowledge
of the company,  and limited operating history, all of which may contribute to
price  volatility.  The limited number of shares available for trading in some
IPOs  may  make it more  difficult  for  the  Fund to buy or sell  significant
amounts of shares  without an  unfavorable  impact on  prevailing  prices.  In
addition,  some IPOs are involved in  relatively  new  industries  or lines of
business,  which  may  not be  widely  understood  by  investors.  Some of the
companies  involved in new industries may be regarded as  developmental  stage
companies,  without revenues or operating income,  or the near-term  prospects
of such. In addition,  foreign initial public offerings are subject to foreign
political  and  currency  risks.  Many  IPOs are  issued  by  undercapitalized
companies of small or microcap size.

      Foreign  Securities.  The Fund can purchase equity  securities issued or
guaranteed by foreign companies.  "Foreign securities" include equity and debt
securities of companies  organized  under the laws of countries other than the
United States.  They may be traded on foreign  securities  exchanges or in the
foreign over-the-counter markets.

      Securities  of  foreign   issuers  that  are   represented  by  American
Depository  Receipts  or that are  listed  on a U.S.  securities  exchange  or
traded  in the  U.S.  over-the-counter  markets  are not  considered  "foreign
securities"  for the  purpose of the Fund's  investment  allocations.  That is
because they are not subject to many 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.
o     foreign exchange contracts
o     foreign withholding taxes on interest and dividends


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

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

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

      In addition to bearing their  proportionate  share of a fund's  expenses
(management fees and operating  expenses),  shareholders  will also indirectly
bear  similar  expenses of such  entities.  Additional  risks of  investing in
other  investment  companies are described  below under  "Investment  in Other
Investment Companies."

      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.

      Portfolio  Turnover.  "Portfolio  turnover"  describes the rate at which
the Fund traded its  portfolio  securities  during its last fiscal  year.  For
example,  if a fund sold all of its securities  during the year, its portfolio
turnover rate would have been 100%  annually.  The Fund's  portfolio  turnover
rate  will  fluctuate  from  year to  year,  and the  Fund  expects  to have a
portfolio turnover rate of more than 100% annually.

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

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

      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 (3) years,  including  the  operations of any
predecessors.  Securities  of these  companies may be subject to volatility in
their prices. They might have a limited trading market,  which could adversely
affect  the Fund's  ability to dispose of them and could  reduce the price the
Fund might be able to obtain  for them.  Other  investors  that own a security
issued by a small,  unseasoned  issuer for which  there is  limited  liquidity
might  trade  the  security  when the Fund is  attempting  to  dispose  of its
holdings of that  security.  In that case the Fund might receive a lower price
for its holdings than might  otherwise be obtained.  The Fund  currently  does
not intend to invest more than 15% of its net assets in those securities.

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

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

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

      Illiquid securities include repurchase  agreements maturing in more than
seven (7) days.

      Loans of Portfolio  Securities.  To raise cash for  liquidity  purposes,
the Fund can lend its  portfolio  securities  to  brokers,  dealers  and other
types of  financial  institutions  approved by the Fund's  Board of  Trustees.
These loans are  limited to no more than 25% of the value of the Fund's  total
assets.

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

      When it  lends  securities,  the  Fund  receives  amounts  equal  to the
dividends or interest on loaned  securities.  It also  receives one or more of
(a) negotiated loan fees, (b) interest on securities  used as collateral,  and
(c)  interest  on any  short-term  debt  securities  purchased  with such loan
collateral.  Either type of interest may be shared with the borrower. The Fund
may  also  pay  reasonable  finder's,  custodian  and  administrative  fees in
connection  with  these  loans.  The  terms  of the  Fund's  loans  must  meet
applicable  tests under the Internal  Revenue Code and must permit the Fund to
reacquire  loaned  securities  on five (5) days'  notice or in time to vote on
any important matter.

      Borrowing  for  Leverage.  The Fund has the ability to borrow from banks
on an unsecured  basis to invest the borrowed  funds in portfolio  securities.
This  speculative  technique is known as "leverage."  The Fund may borrow only
from banks.  Under current  regulatory  requirements,  borrowings  can be made
only to the extent that the value of the Fund's assets,  less its  liabilities
other than borrowings,  is equal to at least 300% of all borrowings (including
the proposed borrowing).  If the value of the Fund's assets fails to meet this
300% asset  coverage  requirement,  the Fund will  reduce its bank debt within
three (3) 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.

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

      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.

      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 goal. 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.

      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.
      If the Fund hedges with futures  and/or  options on futures,  it will be
incidental  to the  Fund's  activities  in the  underlying  cash  market.  The
particular hedging  instruments the Fund can use are described below. The Fund
may employ new hedging instruments and strategies when they are developed,  if
those investment  methods are consistent with the Fund's investment  objective
and are permissible under applicable regulations governing the Fund.

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

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

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

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

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

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

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

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

      When  the  Fund  writes  a call  on a  security,  it  receives  cash  (a
premium).  The Fund agrees to sell the underlying security to a purchaser of a
corresponding  call on the same  security  during  the call  period at a fixed
exercise price regardless of market price changes during the call period.  The
call period is usually not more than nine (9) 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,  will act as the Fund's escrow agent, through the facilities of the
Options Clearing  Corporation ("OCC"), as to the investments on which the Fund
has  written  calls  traded  on  exchanges  or as to other  acceptable  escrow
securities.  In that way, no margin will be  required  for such  transactions.
OCC will release the  securities  on the  expiration of the option or when the
Fund enters into a closing transaction.

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

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

            Writing Uncovered Call Options on Future  Contracts.  The Fund can
also write calls on a futures  contract without owning the futures contract or
securities  deliverable under the contract.  To do so, at the time the call is
written,  the  Fund  must  cover  the  call by  identifying  on its  books  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 may sell put options.  A put option
on  securities  gives the  purchaser  the right to sell,  and the  writer  the
obligation to buy, the underlying  investment at the exercise price during the
option period. The Fund will not write puts if, as a result,  more than 50% of
the Fund's net assets  would be  required to be  segregated  to cover such put
options.

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

      When  writing a put option on a security,  to secure its  obligation  to
pay for the underlying  security the Fund will deposit in escrow liquid assets
with a value equal to or greater  than the  exercise  price of the  underlying
securities.  The Fund  therefore  forgoes the  opportunity  of  investing  the
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  broker-dealer  through  which the put was
sold.  That notice will  require the Fund to take  delivery of the  underlying
security and pay the exercise price.  The Fund has no control over when it may
be required to purchase the underlying  security,  since it may be assigned an
exercise  notice at any time prior to the termination of its obligation as the
writer of the put. That  obligation  terminates upon expiration of the put. It
may also  terminate  if,  before it  receives  an  exercise  notice,  the Fund
effects a closing purchase  transaction by purchasing a put of the same series
as it sold.  Once the Fund has been  assigned  an exercise  notice,  it cannot
effect a closing purchase transaction.

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

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

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

      Buying a put on an  investment  the Fund  does not own (such as an index
or future)  permits the Fund either 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.

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

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

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

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

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

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

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

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

      The Fund could pay a  brokerage  concession  each time it buys a call or
put,  sells a call  or put,  or buys or  sells  an  underlying  investment  in
connection  with the  exercise of a call or put.  Those  concessions  could be
higher on a relative basis than the concessions 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 indices or futures  to  attempt  to protect  against  declines  in the
value of the Fund's portfolio  securities.  The risk is that the prices of the
futures or the applicable  index will correlate  imperfectly with the behavior
of the cash prices of the Fund's securities.  For example, it is possible that
while the Fund has used  hedging  instruments  in a short  hedge,  the  market
might  advance and the value of the  securities  held in the Fund's  portfolio
might  decline.  If that  occurred,  the Fund would lose money on the  hedging
instruments  and also  experience  a  decline  in the  value of its  portfolio
securities.  However,  while this could occur for a very brief  period or to a
very  small  degree,  over  time  the  value  of a  diversified  portfolio  of
securities  will tend to move in the same  direction as the indices upon which
the hedging instruments are based.

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

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

      The Fund can use  hedging  instruments  to  establish  a position in the
securities  markets as a temporary  substitute  for the purchase of individual
securities  (long  hedging) by buying  futures  and/or calls on such  futures,
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 can 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
on its books liquid  assets  having a value equal to the  aggregate  amount of
the Fund's  commitment under forward  contracts.  The Fund will not enter into
forward  contracts  or  maintain  a net  exposure  to  such  contracts  if the
consummation  of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio  securities or
other assets  denominated  in that  currency or another  currency  that is the
subject of the hedge.

      However,  to avoid excess  transactions and transaction  costs, the Fund
may  maintain a net  exposure to forward  contracts  in excess of the value of
the  Fund's  portfolio  securities  or other  assets  denominated  in  foreign
currencies if the excess amount is "covered" by liquid securities  denominated
in any  currency.  The cover must be at least equal at all times to the amount
of that  excess.  As one  alternative,  the Fund may  purchase  a call  option
permitting  the Fund to purchase the amount of foreign  currency  being hedged
by a forward  sale  contract at a price no higher  than the  forward  contract
price. As another  alternative,  the Fund may purchase a put option permitting
the Fund to sell the amount of foreign  currency subject to a forward purchase
contract at a price as high or higher than the forward contract 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 concessions
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
Futures Trading  Commission (the "CFTC")  recently  eliminated  limitations on
futures trading by certain regulated entities including registered  investment
companies  and  consequently  registered  investment  companies  may engage in
unlimited  futures  transactions  and options  thereon  provided that the Fund
claims an exclusion from  regulation as a commodity  pool  operator.  The Fund
has claimed such an exclusion from  registration  as a commodity pool operator
under  the  Commodity  Exchange  Act  ("CEA").  The Fund may use  futures  and
options for hedging and  non-hedging  purposes to the extent  consistent  with
its investment  objective,  internal risk management guidelines adopted by the
Fund's  investment  advisor (as they may be amended from time to time), and as
otherwise set forth in the Fund's  prospectus or this  statement of additional
information.

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

      Under   interpretations  of  staff  of  the  SEC  regarding   applicable
provisions  of the  Investment  Company Act of 1940 (the  "Investment  Company
Act"),  when the Fund purchases a future,  it must segregate  liquid assets in
an amount equal to the purchase  price of the future,  less the margin deposit
applicable to it.

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

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

      Under the  Internal  Revenue  Code,  the  following  gains or losses are
treated as ordinary income or loss:
(1)   gains or losses  attributable  to  fluctuations  in exchange  rates that
         occur   between  the  time  the  Fund   accrues   interest  or  other
         receivables or accrues expenses or other  liabilities  denominated in
         a  foreign  currency  and the time the Fund  actually  collects  such
         receivables or pays such liabilities, and
(2)   gains or losses  attributable  to fluctuations in the value of a foreign
         currency   between  the  date  of  acquisition  of  a  debt  security
         denominated  in  a  foreign  currency  or  foreign  currency  forward
         contracts and the date of disposition.

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

Temporary  Defensive  and  Interim  Investments.   When  market,  economic  or
political  conditions  are unstable,  or the Manager  believes it is otherwise
appropriate to reduce holdings in stocks,  the Fund can invest in a variety of
debt  securities  for defensive  purposes.  The Fund can also  purchase  these
securities for liquidity  purposes to meet cash needs due to the redemption of
Fund shares,  or to hold while waiting to reinvest cash received from the sale
of other portfolio securities. The Fund can buy:
o     high-quality    (rated    in    the    top    rating    categories    of
               nationally-recognized  rating  organizations  or  deemed by the
               Manager to be of comparable  quality),  short-term money market
               instruments,  including  those issued by the U. S.  Treasury or
               other government agencies,
o     commercial paper  (short-term,  unsecured,  promissory notes of domestic
               or foreign  companies)  rated in the top rating  category  of a
               nationally-recognized rating organization,
o     debt obligations of corporate issuers, rated investment-grade  (rated at
               least Baa by Moody's  Investors  Service,  Inc. or at least BBB
               by Standard & Poor's  Corporation,  or a  comparable  rating by
               another rating  organization),  or unrated securities judged by
               the Manager to have a  comparable  quality to rated  securities
               in those categories,
o     preferred stocks,
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.

      Repurchase  Agreements.  The  Fund can  acquire  securities  subject  to
repurchase  agreements.  It  might  do  so  for  liquidity  purposes  to  meet
anticipated  redemptions  of Fund  shares,  or pending the  investment  of the
proceeds  from sales of Fund shares,  or pending the  settlement  of portfolio
securities  transactions,  or 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.  The Fund will
not enter into a  repurchase  agreement  that  causes more than 15% of its net
assets to be subject to repurchase  agreements  having a maturity beyond seven
days.  There is no limit on the amount of the  Fund's  net assets  that may be
subject to repurchase agreements having maturities of seven
 days or less.

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

      Pursuant to an  Exemptive  Order issued by the  Securities  and Exchange
Commission  (the  "SEC"),  the Fund,  along  with  other  affiliated  entities
managed by the Manager,  may transfer  uninvested  cash  balances  into one or
more joint  repurchase  accounts.  These  balances are invested in one or more
repurchase agreements, secured by U.S. government securities.  Securities 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.


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.

Investment Restrictions

      What  Are  "Fundamental   Policies?"   Fundamental  policies  are  those
policies  that the Fund has  adopted  to govern  its  investments  that can be
changed  only by the vote of a  "majority"  of the Fund's  outstanding  voting
securities.  Under the Investment Company Act, a "majority" vote is defined as
the vote of the holders of the lesser of:
o     67% or  more  of  the  shares  present  or  represented  by  proxy  at a
            shareholder  meeting,  if the  holders  of  more  than  50% of the
            outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

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

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

o     The Fund cannot  invest 25% or more of its total assets in securities of
            issuers  having their  principal  business  activities in the same
            industry.   The   percentage   limitation   in   this   investment
            restriction  does not apply to securities  issued or guaranteed by
            the U.S. government or its agencies and instrumentalities.
o     The Fund  cannot  borrow  money in excess of 33 1/3% of the value of its
            total  assets at the time of the  borrowings.  The Fund can borrow
            only from banks.  The Fund's  borrowings must comply with the 300%
            asset coverage  requirement  under the Investment  Company Act, as
            such requirement may be amended from time to time.
o     The Fund cannot make loans  except (a)  through  lending of  securities,
            (b) through the purchase of debt  securities or similar  evidences
            of  indebtedness,  (c) through an  interfund  lending  program (if
            applicable)  with other  affiliated  funds,  provided that no such
            loan may be made if,  as a result,  the  aggregate  of such  loans
            would  exceed 33 1/3% of the value of its total  assets  (taken at
            market  value  at  the  time  of  such  loans),  and  (d)  through
            repurchase agreements.
o     The Fund cannot buy or sell real estate.  However, the Fund can purchase
            securities  secured by real estate or interests in real estate, or
            issued by issuers  (including real estate investment  trusts) that
            invest in real estate or interests  in real  estate.  The Fund may
            hold and sell real  estate as  acquired  as a result of the Fund's
            ownership of securities.
o     The Fund cannot  underwrite  securities of other companies.  A permitted
            exception  is in case  the  Fund is  deemed  to be an  underwriter
            under the  Securities  Act of 1933 when  reselling any  securities
            held in its own portfolio.
o     The Fund cannot issue  "senior  securities,"  except as permitted  under
            the  Investment  Company Act.  This  limitation  does not prohibit
            certain  investment  activities  for which  assets of the Fund are
            designated  as  segregated,   or  margin,   collateral  or  escrow
            arrangements  are established,  to cover the related  obligations.
            Examples of those  activities  include  borrowing  money,  reverse
            repurchase    agreements,    delayed-delivery    and   when-issued
            arrangements for portfolio securities transactions,  and contracts
            to  buy or  sell  derivatives,  hedging  instruments,  options  or
            futures.

      |X|  Non-Fundamental  Investment  Restrictions.  The following operating
policies  of the Fund  are not  fundamental  policies  and,  as  such,  may be
changed  by vote  of a  majority  of the  Fund's  Board  of  Trustees  without
shareholder approval. These additional restrictions provide that:
o     The Fund cannot  purchase  securities on margin.  However,  the Fund can
            make margin deposits when using hedging  instruments  permitted by
            any of its other policies.
o     The Fund  cannot  invest  in  companies  for the  purpose  of  acquiring
            control or management of those companies.
o     The Fund cannot invest or hold  securities of any issuer if officers and
            trustees of the Fund or the Manager individually  beneficially own
            more than 1/2 of 1% of the  securities of that issuer and together
            own more than 5% of the securities of that issuer.
o     The Fund  cannot  invest  in  interests  in oil,  gas or  other  mineral
            exploration or development programs.
o     The Fund cannot  pledge,  mortgage or  otherwise  encumber,  transfer or
            assign   any  of  its   assets  to   secure  a  debt.   Collateral
            arrangements  for premium and margin  payments in connection  with
            hedging instruments are not deemed to be a pledge of assets.
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.


      As a matter of  non-fundamental  policy, the Fund also may invest all of
its  assets  in the  securities  of a single  open-end  management  investment
company for which the  Manager or one of its  subsidiaries  or a successor  is
advisor  or  sub-advisor,  notwithstanding  any other  fundamental  investment
policy or limitation.  The Fund is permitted by this policy (but not required)
to adopt a  "master-feeder"  structure  in which the Fund and  other  "feeder"
funds would invest all of their assets in a single pooled  "master fund" in an
effort to take  advantage of potential  efficiencies.  The Fund has no present
intention  of  adopting  a  "master-feeder"  structure.  The Fund  would  seek
approval  of its  Board  of  Trustees,  and  update  its  Prospectus  and this
Statement  of  Additional  Information,  prior to  adopting a  "master-feeder"
structure.

      Unless  the  Prospectus  or this  Statement  of  Additional  Information
states that a percentage  restriction applies on an on-going basis, it applies
only  at the  time  the  Fund  makes  an  investment  (except  in the  case of
borrowing  and  investments  in illiquid  securities).  The Fund need not sell
securities  to meet the  percentage  limits  if the  value  of the  investment
increases in proportion to the size of the Fund.

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



Disclosure of Portfolio Holdings.  The Fund has adopted policies and
procedures concerning the dissemination by employees, officers and/or
directors of the Investment Advisor, Distributor, and Transfer Agent of
information about the portfolio securities holdings of the Funds.  These
policies are designed to assure that dissemination of non-public information
about portfolio securities is distributed 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 a Fund.

Until publicly disclosed, a 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, such need for
transparency must be balanced against the risk that third parties who gain
access to a 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 portfolio securities that portfolio managers are trading
in on a Fund's behalf.

The Investment Advisor 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 Investment
Advisor or any affiliated person of the Investment Advisor) in connection
with the disclosure of a Fund's non-public portfolio holdings. The receipt of
investment advisory fees or other fees and compensation paid to the
investment Advisor and their subsidiaries pursuant to agreements approved by
the Fund's Board shall not be deemed to be "compensation" or "consideration"
for these purposes.  It is a violation of the Code of Ethics for any covered
person to release holdings in contravention of portfolio holdings disclosure
policies and procedures adopted by the Fund.

A list of the top 10 or more portfolio securities holdings (based on invested
                  ----------
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than
15 days after month-end.  The top 10 or more  holdings also shall be posted
on the OppenheimerFunds' website at www.oppenheimerfunds.com in the "Fund
Profiles" section.  Other general information about a Fund's portfolio
investments, such as portfolio composition by asset class, industry, country,
currency, credit rating or maturity, may also be posted with a 15-day lag.

Except under special limited circumstances discussed below, month-end lists
of a Fund's complete portfolio holdings may be disclosed no sooner than
30-days after the relevant month-end, subject to the procedures below. If
they 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 Investment
            Advisor'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 Investment Advisor's portfolio
            holdings non-disclosure agreement before receiving the data,
            agreeing to keep confidential information that is not publicly
            available regarding a Fund's holdings and agreeing not to trade
            directly or indirectly based on the information.

      Complete Fund 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 Investment Advisor,  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 Investment Advisor, Distributor and Transfer
            Agent who need to have access to such information (as determined
            by senior officers of such entity),
o     The Fund's certified public accountants and auditors,
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 Investment Advisor to
            provide portfolio security prices, and
o     Dealers, to obtain bids (price quotations, because securities are not
            priced by the Fund's regular pricing services).

      Portfolio holdings information of a Fund may be provided, under limited
      circumstances, to brokers and dealers or 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 or 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 Investment Advisor'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
      Investment Advisor in connection with portfolio trading, and (2) by the
      members of the Investment Advisor'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 a 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 a
      Fund's entire portfolio or individual securities therein) may be
      provided by senior officers of the Investment Advisor or attorneys on
      the legal staff of the Investment Advisor, Distributor, or Transfer
      Agent, in the following circumstances:

o     Response to legal process in litigation matters, such as responses to
            subpoenas or in class action matters where the Fund may be part
            of the plaintiff class (and seeks recovery for losses on a
            security) or a defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
            securities regulators, and/or foreign securities authorities,
            including without limitation requests for information in
            inspections or for position reporting purposes),
o     To potential sub-advisors of portfolios (but only pursuant to
            confidentiality agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
            due diligence meetings (if entire portfolio holdings are
            provided, however, it shall be done only pursuant to a
            confidentiality agreement),
o     Investment bankers in connection with merger discussions (but only
            pursuant to confidentiality agreements)

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

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

      The Chief Compliance Officer of the Fund and the Investment Advisor,
      Distributor, and Transfer Agent (the "CCO") shall oversee the
      compliance by the Investment Advisor, Distributor, Transfer Agent, and
      their personnel with these policies and procedures. At least annually,
      the CCO shall report to the Fund Board on such compliance oversight and
      on the categories of entities and individuals to which disclosure of
      portfolio holdings of the Funds has been made during the preceding year
      pursuant to these policies. The CCO shall report to the Fund Board any
      material violation of these policies and procedures during the previous
      calendar quarter and shall make recommendations to the Companies and to
      the Boards as to any amendments that the CCO believes are necessary and
      desirable to carry out or improve these policies and procedures.

      The Investment Advisor 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  Credit Agricole Cheuvreux  Credit Suisse First
LLC                         N.A. Inc.                  Boston
Daiwa Securities            Davy                       Deutsche Bank
Deutsche Bank Securities    Dresdner Kleinwort         Emmet & Co
                            Wasserstein
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     KeyBanc Capital Markets
                            Baer Sec
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
on February 25, 2000.

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

      The Fund  currently has 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 elect to 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     may have a different net asset value,
o     may have  separate  voting  rights on matters in which  interests of one
         class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

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

|X|   Meetings of  Shareholders.  As a Massachusetts  business trust, the Fund
is not required to hold, and does not plan to hold,  regular  annual  meetings
of shareholders,  but may do so 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 of  two-thirds  of the  outstanding
shares of the Fund, to remove a Trustee,  or to take other action described in
the Fund's Declaration of Trust.

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

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

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

Board of Trustees and  Oversight  Committees.  The Fund is governed by a Board
of  Trustees,   which  is   responsible   for   protecting  the  interests  of
shareholders   under   Massachusetts   law.  The  Trustees  meet  periodically
throughout the year to oversee the Fund's activities,  review its performance,
and review the actions of the Manager.


      The Board of Trustees has an Audit  Committee,  a Regulatory & Oversight
Committee, a Governance Committee,  and a Proxy Committee. The Audit Committee
is  comprised  solely  of  Independent  Trustees.  The  members  of the  Audit
Committee are Joel Motley (Chairman),  Kenneth Randall,  Edward Regan and Mary
Miller.  The Audit  Committee  held 6 meetings  during the Fund's  fiscal year
ended  October  31,  2004.  The  Audit  Committee   provides  the  Board  with
recommendations  regarding  the selection of the Fund's  independent  auditor.
The Audit  Committee  also  reviews  the scope and  results  of audits and the
audit  fees  charged,  reviews  reports  from the Fund's  independent  auditor
concerning  the  Fund's  internal  accounting  procedures  and  controls,  and
reviews reports of the Manager's  internal auditor,  among other duties as set
forth in the Committee's charter.

      The members of the  Regulatory  & Oversight  Committee  are Robert Galli
(Chairman),  Joel Motley and Phillip  Griffiths.  The  Regulatory  & Oversight
Committee  held 6 meetings  during the Fund's  fiscal  year ended  October 31,
2004. The Regulatory & Oversight  Committee evaluates and reports to the Board
on the Fund's contractual arrangements,  including the Investment Advisory and
Distribution  Agreements,  transfer and  shareholder  service  agreements  and
custodian  agreements  as well as the policies and  procedures  adopted by the
Fund to comply  with the  Investment  Company  Act and other  applicable  law,
among other duties as set forth in the Committee's charter.

      The members of the Governance Committee are Phillip Griffiths
(Chairman), Kenneth Randall and Russell Reynolds Jr. The Governance Committee
held 6 meetings during the Fund's fiscal year ended October 31, 2004. The
Governance Committee reviews the Fund's governance guidelines, the adequacy
of the Fund's Codes of Ethics, and develops qualification criteria for Board
members consistent with the Fund's governance guidelines, among other duties
set forth in the Committee's charter.  "Should the Board determine that a
vacancy exists or is likely to exist on the Board, the Governance Committee
of the Board shall consider any candidates for Board membership recommended
by the shareholders of the Fund.  Any 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
Chair of the Governance Committee.   The Committee may also consider
candidates proposed by any Board member(s), executive search firm, or other
person or entity as may be permitted by the Committee's charter, the Board I
Governance Guidelines, or other Board I policy.  The Committee may consider
such persons at such time as it meets to consider possible nominees.  The
Committee, however, reserves sole discretion to determine the candidates for
Board membership (both interested and disinterested) to recommend to the
Board and/or shareholders and may identify candidates other than those
submitted by shareholders.  The Committee may, but need not, consider the
advice and recommendation of the Manager and its affiliates in selecting
nominees."


      The members of the Proxy  Committee  are Edward Regan  (Chairman),  John
Murphy and Russell  Reynolds.  The Proxy  Committee  held 1 meeting during the
Fund's fiscal year ended October 31, 2004.  The Proxy  Committee  provides the
Board with  recommendations  for proxy voting and monitors proxy voting by the
Fund.

      Trustees and Officers of the Fund.  Except for Mr. Murphy, each of the
Trustees is an "Independent Trustee" under the Investment Company Act.  Mr.
Murphy is an "Interested Trustee" because he is affiliated with the Manager
by virtue of his positions as an officer and director of the Manager and as a
shareholder of its parent company.  The Fund's Trustees and officers, their
positions with the Fund, length of service in such position(s) and principal
occupations and business affiliations during the past five years are listed
in the chart below. The information for each Trustee also includes the dollar
range of shares beneficially owned in the Fund and the aggregate dollar range
of shares beneficially owned in all registered investment companies in the
Oppenheimer fund family that are overseen by the Trustee ("Supervised
Funds"). All of the Trustees except Mr. Murphy are also trustees or directors
of each of the following publicly offered Oppenheimer funds (referred to as
"Board I Funds"). Mr. Murphy is a trustee or director of the funds indicated
with an asterisk.

Oppenheimer AMT-Free Municipals            Oppenheimer Global Opportunities Fund*
Oppenheimer AMT-Free New York Municipals*  Oppenheimer Gold & Special Minerals Fund*
Oppenheimer California Municipal Fund*     Oppenheimer Growth Fund*
Oppenheimer Capital Appreciation Fund*     Oppenheimer International Growth Fund

                                           Oppenheimer  International  Small Company

Oppenheimer Developing Markets Fund        Fund
Oppenheimer Discovery Fund*                Oppenheimer Money Market Fund, Inc.*
Oppenheimer Emerging Growth Fund*          Oppenheimer Multiple Strategies Fund
Oppenheimer Emerging Technologies Fund*    Oppenheimer Multi-Sector Income Trust*
Oppenheimer Enterprise Fund                Oppenheimer Multi-State Municipal Trust
Oppenheimer Global Fund                    Oppenheimer Series Fund, Inc.*
                                           Oppenheimer U.S. Government Trust*

      In addition  to being a trustee or  director  of the Board I Funds,  Mr.
Galli  is  also  a  director  or  trustee  of  35  other   portfolios  in  the
OppenheimerFunds complex. Present or former officers,  directors, trustees and
employees (and their  immediate  family  members) of the Fund, the Manager and
its affiliates,  and retirement plans  established by them for their employees
are  permitted  to  purchase  Class  A  shares  of  the  Fund  and  the  other
Oppenheimer  funds at net asset value without sales charge.  The sales charges
on Class A shares is waived for that group  because of the  economies of sales
efforts realized by the Distributor.

      Messrs.  Murphy,  Petersen,  Vandehey,  Vottiero,  Wixted and Zack,  and
Mses.  Bloomberg,  Ives, and Granger  respectively  hold the same offices with
one or more of the other  Board I Funds as with the Fund.  As of  February  2,
2005,  the Trustees and officers of the Fund,  as a group,  owned of record or
beneficially  less than 1% of each class of shares of the Fund.  The foregoing
statement  does not reflect  ownership of shares of the Fund held of record by
an employee  benefit plan for employees of the Manager,  other than the shares
beneficially  owned under the plan by the  officers of the Fund listed  above.
In addition,  each Independent Trustee, and their immediate family members, do
not own  securities of either the Manager or  Distributor of the Board I Funds
or any person  directly  or  indirectly  controlling,  controlled  by or under
common control with the Manager or Distributor.

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


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

      The  address of each  Trustee in the chart  below is 6803 S. Tucson Way,
Centennial,  CO 80112-3924.  Each Trustee serves for an indefinite term, until
his or her  resignation,  retirement,  death or  removal.  Ms. Mary Miller was
elected to the Board I Funds  effective  August 13, 2004 and therefore did not
hold  shares of Board I funds  during the  calendar  year ended  December  31,
2004.

-----------------------------------------------------------------------------------
                               Independent Trustees
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Name,                Principal Occupation(s) During Past 5   Dollar    Aggregate
                                                                       Dollar
                                                                       Range Of
                                                                       Shares
                                                                       Beneficially
                                                                       Owned in
                     Years;                                  Range of  Any of the
Position(s) Held     Other Trusteeships/Directorships Held   Shares    Oppenheimer
with Fund,           by Trustee;                             BeneficialFunds
Length of Service,   Number of Portfolios in Fund Complex    Owned in  Overseen
Age                  Currently Overseen by Trustee           the Fund  by Trustee
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
                                                              As of December 31,

                                                                     2004

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

Clayton K. Yeutter,  Of Counsel (since June 1993), Hogan &   None      Over
Chairman of the      Hartson (a law firm). A director                  $100,000
Board of Trustees    (since 2002) of Danielson Holding
since 2003;          Corp. formerly a director of
Trustee since 2000   Weyerhaeuser Corp. (1999-April 2004),
Age: 74              Caterpillar, Inc. (1993-December

                     2002),ConAgra Foods (1993-2001), Texas
                     Instruments (1993-2001) and FMC
                     Corporation (1993-2001). Oversees 25
                     portfolios in the OppenheimerFunds
                     complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Robert G. Galli,     A trustee or director of other          None      Over
Trustee since 2000   Oppenheimer funds. Oversees 35                    100,000
Age: 71              portfolios in the OppenheimerFunds

                     complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Phillip A.           A director (since 1991) of the          None      Over
Griffiths, Trustee,  Institute for Advanced Study,                     $100,000
since 2000           Princeton, N.J., a director (since
Age: 66              2001) of GSI Lumonics, a trustee

                     (since 1983) of Woodward Academy, a
                     Senior Advisor (since 2001) of The
                     Andrew W. Mellon Foundation. A member
                     of: the National Academy of Sciences
                     (since 1979), American Academy of Arts
                     and Sciences (since 1995), American
                     Philosophical Society (since 1996) and
                     Council on Foreign Relations (since
                     2002). Formerly a director of Bankers
                     Trust New York Corporation
                     (1994-1999). Oversees 25 portfolios in
                     the OppenheimerFunds complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Mary F. Miller,      Trustee (since October 1998) of the     None      None
Trustee since 2004   American Symphony Orchestra;. Formerly
Age: 62              a Senior Vice President and General
                     Auditor of American Express Company.
                     (July 1998-February 2003) Oversees 25
                     portfolios in the OppenheimerFunds
                     complex.

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

Joel W. Motley,      Director (since 2002) Columbia Equity   None      $10,001-50,000
Trustee since 2002   Financial Corp. (privately-held
Age: 52              financial adviser); Managing Director
                     (since January 2002) Carmona Motley,
                     Inc. (privately-held financial
                     adviser); Formerly a Managing Director
                     of Carmona Motley Hoffman Inc.
                     (privately-held financial adviser)
                     (January 1998-December 2001), Oversees
                     25 portfolios in the OppenheimerFunds
                     complex.

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

Kenneth A. Randall,  A director (since February 1971) of     None      Over
Trustee since 2000   Dominion Resources, Inc. (electric                $100,000
Age: 77              utility holding company);formerly a

                     director of Prime Retail, Inc. (real
                     estate investment trust); and Dominion
                     Energy, Inc. (electric power and oil &
                     gas producer), President and Chief
                     Executive Officer of The Conference
                     Board, Inc. (international economic
                     and business research) and a director
                     of Lumbermens Mutual Casualty Company,
                     American Motorists Insurance Company
                     and American Manufacturers Mutual
                     Insurance Company. Oversees 25
                     portfolios in the OppenheimerFunds
                     complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Edward V. Regan,     President, Baruch College, CUNY; a      None      $10,001-$50,000
Trustee since 2000   director of RBAsset (real estate
Age: 74              manager); a director of OffitBank;

                     formerly Trustee, Financial Accounting
                     Foundation (FASB and GASB), Senior
                     Fellow of Jerome Levy Economics
                     Institute, Bard College, Chairman of
                     Municipal Assistance Corporation for
                     the City of New York, New York State
                     Comptroller and Trustee of New York
                     State and Local Retirement Fund.
                     Oversees 25 investment companies in
                     the OppenheimerFunds complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Russell S.           Chairman (since 1993) of The            None      $10,001-$50,000
Reynolds, Jr.,       Directorship Search Group, Inc.
Trustee since 2000   (corporate governance consulting and
Age: 73              executive recruiting); a Life Trustee

                     of International House (non-profit
                     educational organization), a trustee
                     of the Historical Society of the Town
                     of Greenwich. Oversees 25 portfolios
                     in the OppenheimerFunds complex.
-----------------------------------------------------------------------------------


      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy
serves for an indefinite term, until his resignation, death or removal.


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

                           Interested Trustee and Officer

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

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

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

                                                                As of December 31,
                                                                       2004

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

John V. Murphy,     Chairman, Chief Executive Officer and     $0            Over
President and       director (since June 2001) and President              $100,000
Trustee,            (since September 2000) of the Manager;
Trustee since 2001  President and a director or trustee of
Age: 55             other Oppenheimer funds; President and a
                    director (since July 2001) of
                    Oppenheimer Acquisition Corp. (the
                    Manager's parent holding company) and of
                    Oppenheimer Partnership Holdings, Inc.
                    (a holding company subsidiary of the
                    Manager); a director (since November
                    2001) of OppenheimerFunds Distributor,
                    Inc. (a subsidiary of the Manager);
                    Chairman and a director (since July
                    2001) of Shareholder Services, Inc. and
                    of Shareholder Financial Services, Inc.
                    (transfer agent subsidiaries of the
                    Manager); President and a director
                    (since July 2001) of OppenheimerFunds
                    Legacy Program (a charitable trust
                    program established by the Manager); a
                    director of the following investment
                    advisory subsidiaries of the Manager:
                    OFI Institutional Asset Management,
                    Inc., Centennial Asset Management
                    Corporation, Trinity Investment
                    Management Corporation and Tremont
                    Capital Management, Inc. (since November
                    2001), HarbourView Asset Management
                    Corporation and OFI Private Investments,
                    Inc. (since July 2001); President (since
                    November 1, 2001) and a director (since
                    July 2001) of Oppenheimer Real Asset
                    Management, Inc.; Executive Vice
                    President (since February 1997) of
                    Massachusetts Mutual Life Insurance
                    Company (the Manager's parent company);
                    a director (since June 1995) of DLB
                    Acquisition Corporation (a holding
                    company that owns the shares of Babson
                    Capital Management LLC); a member of the
                    Investment Company Institute's Board of
                    Governors (elected to serve from October
                    3, 2003 through September 30, 2006).
                    Formerly, Chief Operating Officer
                    (September 2000-June 2001) of the
                    Manager; President and trustee (November
                    1999-November 2001) of MML Series
                    Investment Fund and MassMutual
                    Institutional Funds (open-end investment
                    companies); a director (September
                    1999-August 2000) of C.M. Life Insurance
                    Company; President, Chief Executive
                    Officer and director (September
                    1999-August 2000) of MML Bay State Life
                    Insurance Company. Oversees 83
                    portfolios as Trustee/Director and 21
                    portfolios as Officer in the
                    OppenheimerFunds complex.


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





      The  address  of the  Officers  in the chart  below is as  follows:  for
Messrs.  Zack and Ms. Granger,  Two World Financial Center, 225 Liberty Street
11th Floor ,New York, NY 10281-1008, for Messrs. Vandehey,  Petersen, Vottiero
and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial,  CO 80112-3924.  Each
Officer   serves  for  an  indefinite   term  or  until  his  or  her  earlier
resignation, death or removal.


-------------------------------------------------------------------------------------
                                Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Laura Granger, Vice     Vice President of the Manager (since October 2000); an
President and           officer of 3 portfolios in the OppenheimerFunds complex;
Portfolio Manager       formerly a portfolio manager at Fortis Advisors (July
since 2000              1998-October 2000).
Age: 43
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,        Senior Vice  President and  Treasurer  (since March 1999) of
Treasurer since 1999    the  Manager;  Treasurer  of  HarbourView  Asset  Management
Age: 45                 Corporation,       Shareholder      Financial      Services,

                        Inc.,Shareholder   Services  Inc.,  Oppenheimer  Real  Asset
                        Management  Corporation,  Oppenheimer  Partnership Holdings,
                        Inc., (since March 1999), of OFI Private  Investments,  Inc.
                        (since March 2000), of  OppenheimerFunds  International Ltd.
                        and   OppenheimerFunds   plc   (since   May  2000)  and  OFI
                        Institutional  Asset Management,  Inc. (since November 2000)
                        and  of   OppenheimerFunds   Legacy   Program  (a   Colorado
                        non-profit  corporation)  (since June 2003);  Treasurer  and
                        Chief  Financial  Officer  (since  May  2000)  of OFI  Trust
                        Company  (a  trust  company   subsidiary  of  the  Manager);
                        Assistant   Treasurer  (since  March  1999)  of  Oppenheimer
                        Acquisition   Corp.    Formerly   Assistant   Treasurer   of
                        Centennial Asset Management  Corporation (March 1999-October
                        2003)  and  OppenheimerFunds  Legacy  Program  (since  April
                        2000-June  2003);  Principal  and  Chief  Operating  Officer
                        (March  1995-March  1999),  at Bankers Trust  Company-Mutual
                        Fund Services  Division.  An officer of 83 portfolios in the
                        OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer (since
Vice President and      March 2004) of the Manager; Vice President (since June
Chief Compliance        1983) of OppenheimerFunds Distributor, Inc., Centennial
Officer since 2004      Asset Management Corporation and Shareholder Services, Inc.
Age:  54                Formerly (until February 2004) Vice President and Director

                        of Internal Audit of the Manager. An officer of 83
                        portfolios in the Oppenheimer funds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen,         Assistant  Vice  President of the Manager since August 2002;
Assistant Treasurer     formerly   Manager/Financial  Product  Accounting  (November
since 2004              1998-July 2002) of the Manager.  An officer of 84 portfolios
Age: 34                 in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,        Vice  President/Fund  Accounting of the Manager (since March
Assistant Treasurer     2002); formerly Vice  President/Corporate  Accounting of the

since 2002              Manager (July 1999-March  2002). An officer of 83 portfolios
Age: 41                 in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,         Executive  Vice  President  (since January 2004) and General
Secretary since 2001    Counsel  (since  February  2002)  of  the  Manager;  General
Age: 56                 Counsel  and  a  director   (since  November  2001)  of  the

                        Distributor;   General  Counsel  (since  November  2001)  of
                        Centennial   Asset  Management   Corporation;   Senior  Vice
                        President  and  General  Counsel  (since  November  2001) of
                        HarbourView  Asset  Management  Corporation;  Secretary  and
                        General   Counsel  (since   November  2001)  of  Oppenheimer
                        Acquisition  Corp.;   Assistant  Secretary  and  a  director
                        (since October 1997) of OppenheimerFunds  International Ltd.
                        and  OppenheimerFunds  plc;  Vice  President  and a director
                        (since November 2001) of Oppenheimer  Partnership  Holdings,
                        Inc.; a director (since  November 2001) of Oppenheimer  Real
                        Asset  Management,  Inc.;  Senior  Vice  President,  General
                        Counsel and a director  (since November 2001) of Shareholder
                        Financial Services,  Inc.,  Shareholder Services,  Inc., OFI
                        Private  Investments,  Inc.  and  OFI  Trust  Company;  Vice
                        President (since November 2001) of  OppenheimerFunds  Legacy
                        Program;  Senior Vice  President and General  Counsel (since
                        November 2001) of OFI Institutional Asset Management,  Inc.;
                        a  director  (since  June 2003) of  OppenheimerFunds  (Asia)
                        Limited.  Formerly Senior Vice President (May  1985-December
                        2003), Acting General Counsel (November  2001-February 2002)
                        and Associate  General  Counsel (May  1981-October  2001) of
                        the Manager;  Assistant  Secretary of Shareholder  Services,
                        Inc.  (May  1985-November   2001),   Shareholder   Financial
                        Services,    Inc.   (November   1989-November   2001);   and
                        OppenheimerFunds  International Ltd. (October  1997-November
                        2001).  An officer of 83 portfolios in the  OppenheimerFunds
                        complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,       Vice  President  (since  June 1998) and Senior  Counsel  and
Assistant Secretary     Assistant  Secretary  (since  October  2003) of the Manager;
since 2001              Vice President  (since 1999) and Assistant  Secretary (since
Age: 39                 October  2003)  of  the  Distributor;   Assistant  Secretary

                        (since   October  2003)  of  Centennial   Asset   Management
                        Corporation;  Vice President and Assistant  Secretary (since
                        1999) of Shareholder  Services,  Inc.;  Assistant  Secretary
                        (since  December  2001) of  OppenheimerFunds  Legacy Program
                        and of Shareholder  Financial  Services,  Inc..  Formerly an
                        Assistant Counsel (August  1994-October  2003) An officer of
                        83 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,      Vice President and Associate Counsel of the Manager since
Assistant Secretary     May 2004; formerly First Vice President and Associate
since 2004              General Counsel of UBS Financial Services Inc. (formerly,
Age:  37                PaineWebber Incorporated) (May 1999 - April 2004). An
                        officer of 83 portfolios in the OppenheimerFunds complex.


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

Phillip S. Gillespie,   Senior Vice President and Deputy General Counsel of the
Assistant Secretary     Manager since September 2004. Formerly Mr. Gillespie held
since 2004              the following positions at Merrill Lynch Investment
Age:  41                Management: First Vice President (2001-September 2004);
                        Director (from 2000) and Vice President (1998-2000). An
                        officer of 83 portfolios in the OppenheimerFunds complex.

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

Wayne Miao,             Assistant Vice President and Assistant Counsel of the
Assistant Secretary     Manager since June 2004. Formerly an Associate with Sidley
since 2004              Austin Brown & Wood LLP (September 1999 - May 2004). An
Age:  32                officer of 83 portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                        AEstimatedCompenTotaln Retirement

     |X|Remuneration  F Benefits  Accrued as Part of Fund  Expenses of Trustees.
The  officers  of the Fund and Mr.  Murphy (who is an Officer and Trustee of the
Fund) are  affiliated  with the  Manager  and  receive no salary or fee from the
Fund. The remaining  Trustees of the Fund received the compensation  shown below
from the Fund with respect to the Fund's fiscal year ended October 31, 2004. The
compensation  from all 25 of the Board I Funds  (including the Fund)  represents
compensation  received  for  serving  as a director  or trustee  and member of a
committee (if  applicable)  of the  Compensation  boards of those funds From All
during the 2004 Oppenheimer calendar year. Annualnd1 Funds For

                         Retirement     Which
Trustee Name and Other   Benefits to    Individual
Fund Position(s)         be Paid Upon   Serves As

(as applicable)          Retirement2    Trustee/Director(9)

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

Clayton K. Yeutter            $9043          $2,282         $61,306        $173,700

Chairman of the Board
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Robert G. Galli

Regulatory & Oversight        $675           $1,360         $80,9234
Committee Chairman                                                   $237,3125

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

Phillip Griffiths             $7386          $730           $23,309        $142,092
Regulatory & Oversight
Committee Member and
Governance Committee
Chairman

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

Mary F. Miller8               $36            $0             $0             $8,532
Audit Committee Member

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Joel W. Motley

Audit Committee
Chairman and                  $7867          $302           14,530         $150,760
Regulatory & Oversight
Committee Member

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

Kenneth A. Randall            $699           $0             $79,622        $134,080

Audit Committee Member
and Governance
Committee Member
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Edward V. Regan

Audit Committee Member
and Proxy Committee           $620           $1,610         $59,353        $118,788
Chairman

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

Russell S. Reynolds,          $557           $1,425         $60,720        $106,792

Jr.

Proxy Committee Member
and Governance
Committee Member

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

Mr. Spiro retired as a Board I Trustee effective October 31, 2004.
Mr. Spiro received  $64,080 of total  compensation  for the calendar year 2004
from all of the Oppenheimer funds for which he served as a trustee.
1.   Aggregate   Compensation   From   Fund   includes   fees   and   deferred
compensation, if any, for a Trustee.
2.  Estimated  Annual  Retirement  Benefits  to be  Paid  Upon  Retirement  is
based on a straight  life payment plan  election  with the  assumption  that a
Trustee  will  retire  at the age of 75 and is  eligible  (after  7  years  of
service)  to  receive  retirement  plan  benefits  as  described  below  under
"Retirement Plan for Trustees."
3.    Includes  $226 deferred by Mr.  Yeutter under the Deferred  Compensation

   Plan described below.

4.    Includes  $36,990  estimated  to be paid to Mr.  Galli for  serving as a
   trustee  or  director  of 10 other  Oppenheimer  funds that are not Board I
   Funds.
5.    Includes  $108,000  paid to Mr.Galli  for serving as trustee or director
   of 10 other Oppenheimer funds that are not Board I Funds.
6.    Includes $738 deferred by Mr. Griffiths under the Deferred  Compensation
   Plan described below.
Includes  $314  deferred by Mr.  Motley under the Deferred  Compensation  Plan
   described below.
8.    Mary Miller was appointed as a trustee of the fund effective  August 13,
   2004.
9.    Total Compensation paid out to trustees for the calendar year 2004.


|X|   Retirement  Plan for  Trustees.  The Fund has adopted a retirement  plan
that provides for payments to retired  Independent  Trustees.  Payments are up
to 80% of the  average  compensation  paid  during a  Trustee's  five years of
service in which the highest  compensation was received.  A Trustee must serve
as trustee  for any of the Board I Funds for at least  seven years in order to
be eligible for retirement  plan benefits and must serve for at least 15 years
to be eligible for the maximum  benefit.  Each Trustee's  retirement  benefits
will depend on the amount of the Trustee's  future  compensation and length of
service.

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

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


Major  Shareholders.  As of  February 2, 2005,  the only  persons who owned of
record or were known by the Fund to  beneficially  own 5% or more of any class
of the  Fund's  outstanding  Class  A,  Class B,  Class C,  Class N or Class Y
shares, and their holdings of that Class of that date, were the following:

      MCB Trust  Services  Cust.,  Sunbury Motor Company 401(k) Plan, 700 17th
      St.,  Denver,  CO  80202-3531,  which  owned  88,136.773  Class N shares
      (6.52%); and

      AIR  System  Engineering  Inc.  401K Plan  3602 S.  Pine St.,  Tacoma WA
      98409-5705, which owned 76,700.615 Class N shares (5.67%)

      IBT & Co Cust.,  OppenheimerFunds,  Inc. 401(k) Plan, 200 Clarendon St.,
      Boston, MA 02116-5021, which owned 771,627.929 Class Y shares (98.81%).



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

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

      The Code of Ethics is an exhibit to the  Fund's  registration  statement
filed  with  the  SEC and can be  reviewed  and  copied  at the  SEC's  Public
Reference Room in Washington,  D.C. You can obtain information about the hours
of   operation   of  the  Public   Reference   Room  by  calling  the  SEC  at
1.202.942.8090.  The Code of Ethics  can also be viewed as part of the  Fund's
registration  statement  on the SEC's  EDGAR  database  at the SEC's  Internet
website at  www.sec.gov.  Copies may be obtained,  after paying a  duplicating
            -----------
fee,   by   electronic    request   at   the   following    E-mail    address:
publicinfo@sec.gov.,  or by writing  to the SEC's  Public  Reference  Section,
-------------------
Washington, D.C. 20549-0102.

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

o     The Fund votes with the  recommendation  of the issuer's  management  on
            routine  matters,  including  election of  directors  nominated  by
            management  and  ratification  of  auditors,  unless  circumstances
            indicate otherwise.
o     In  general,  the Fund  opposes  anti-takeover  proposals  and  supports
            elimination   of    anti-takeover    proposals,    absent   unusual
            circumstances.
o     The Fund supports shareholder  proposals to reduce a super-majority vote
            requirement,   and   opposes   management   proposals   to   add  a
            super-majority vote requirement.
o     The Fund opposes proposals to classify the board of directors.
o     The Fund supports proposals to eliminate cumulative voting.
o     The Fund opposes re-pricing of stock options.
o     The Fund generally  considers executive  compensation  questions such as
            stock  option  plans  and  bonus  plans  to  be  ordinary  business
            activity.  The Fund analyzes stock option plans,  paying particular
            attention  to their  dilutive  effect.  While  the  Fund  generally
            supports   management   proposals,   the  Fund  opposes   plans  it
            considers to be excessive.

      The Fund is required to file Form N-PX,  with its  complete  proxy voting
record for the 12 months  ending  June 30th,  no later than August 31st of each
year.  The Fund's  Form N-PX  filing is  available  (i)  without  charge,  upon
request,  by  calling  the Fund  toll-free  at  1.800.525.7048  and (ii) on the
SEC's website at www.sec.gov.
                 -----------

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

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

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

--------------------------------------------------------------------------------
 Fiscal Year ended 10/31:        Management Fees Paid to OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2002                                    $1,473,898
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2003                                    $1,329,343
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

           2004                                    $1,840,255

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

      The investment  advisory agreement states that in the absence of willful
misfeasance,  bad faith,  gross negligence in the performance of its duties or
reckless  disregard  of  its  obligations  and  duties  under  the  investment
advisory  agreement,  the Manager is not liable for any loss the Fund sustains
for any investment,  adoption of any investment policy, or the purchase,  sale
or retention of any security.

      The agreement  permits the Manager to act as investment  advisor for any
other  person,  firm or  corporation  and to use  the  name  "Oppenheimer"  in
connection with other investment  companies for which it may act as investment
advisor  or  general  distributor.  If the  Manager  shall  no  longer  act as
investment  advisor to the Fund,  the  Manager may  withdraw  the right of the
Fund to use the name "Oppenheimer" as part of its name.
          Annual  Approval of Investment  Advisory  Agreement.  Each year, the
Board of  Trustees,  including  a majority  of the  Independent  Trustees,  is
required to approve  the renewal of the  investment  advisory  agreement.  The
Investment  Company Act requires  that the Board  request and evaluate and the
Manager  provide such  information as may be reasonably  necessary to evaluate
the  terms  of  the  investment  advisory  agreement.  The  Board  employs  an
independent  consultant to prepare a report that provides such  information as
the Board requests for this purpose.

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

      The  Board  reviewed  the  foregoing  information  in  arriving  at  its
decision to renew the investment advisory agreement.  Among other factors, the
Board considered:
o     The nature,  cost, and quality of the services  provided to the Fund and
its shareholders;
o     The profitability of the Fund to the Manager;
o     The  investment  performance of the Fund in comparison to regular market
indices;
o     Economies of scale that may be available to the Fund from the Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services  received by the
Fund from its relationship with the Manager; and
o     The  direct  and  indirect   benefits  the  Manager  received  from  its
relationship   with  the  Fund.  These  included   services  provided  by  the
Distributor   and  the  Transfer   Agent,   and   brokerage  and  soft  dollar
arrangements permissible under Section 28(e) of the Securities Exchange Act.

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

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


After careful deliberation,  the Board concluded that it was the best interest
of  shareholders  to continue the  investment  advisory  agreement for another
year.. In arriving at a decision,  the Board did not single out any one factor
or  group  of  factors  as  being  more  important  than  other  factors,  but
considered all factors together. After deliberating,  the Board approved a new
Management fee schedule,  effective January 1, 2005, with breakpoints as shown
in  the  Prospectus.  The  Board  judged  the  terms  and  conditions  of  the
investment  advisory  agreement,  including  the  investment  advisory fee, in
light of all of the surrounding circumstances.


Brokerage Policies of the Fund

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

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

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

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


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

      Transactions  in  securities  other than those for which an  exchange is
the primary  market are generally done with  principals or market  makers.  In
transactions  on  foreign  exchanges,  the Fund may be  required  to pay fixed
brokerage  commissions  and therefore would not have the benefit of negotiated
commissions  available  in  U.S.  markets.   Brokerage  commissions  are  paid
primarily for  transactions in listed  securities or for certain  fixed-income
agency transactions in the secondary market. Otherwise,  brokerage commissions
are paid only if it appears  likely that a better  price or  execution  can be
obtained by doing so. In an option  transaction,  the Fund ordinarily uses the
same broker for the purchase or sale of the option and any  transaction in the
securities to which the option relates.

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

      In an option  transaction,  the Fund ordinarily uses the same broker for
the purchase or sale of the option and any  transaction  in the  securities to
which  the  option  relates.  When  possible,  the  Manager  tries to  combine
concurrent  orders to purchase  or sell the same  security by more than one of
the accounts managed by the Manager or its affiliates.  The transactions under
those  combined  orders are averaged as to price and  allocated in  accordance
with the purchase or sale orders actually placed for each account.


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

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

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

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









   ---------------------------------------------------------------------
   Fiscal    Year    Ended Total  Brokerage  Commissions  Paid  by  the
   10/31:                  Fund1
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2002                             $876,494
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------

            2003                           $1,888,7202

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

            2004                           $1,308,5803

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

2.    In the fiscal year ended 10/31/03,  the amount of transactions  directed
      to brokers for  research  services was  $4,669,409  and amount of
      the  commissions  paid to  broker-dealers  for those services was
      $12,880.
   In the  fiscal  year  ended  10/31/04,  the  amount of  transactions
      directed to brokers for  research  services  was  $4,675,429  and
      amount  of the  commissions  paid  to  broker-dealers  for  those
      services was $15,240.
   .


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

-------------------------------------------
Fiscal    Aggregate        Class A
                           Front-End
Year      Front-End Sales  Sales Charges
Ended     Charges on       Retained by
10/31:    Class A Shares   Distributor1
-------------------------------------------
-------------------------------------------

  2002        $421,227        $151,752

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

  2003        $349,326        $111,268

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

  2004        $378,241        $125,639

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

-----------------------------------------------------------------------------
Fiscal    Concessions on   Concessions on  Concessions on   Concessions on
Year      Class A Shares   Class B Shares  Class C Shares   Class N Shares
Ended     Advanced by      Advanced by     Advanced by      Advanced by
10/31:    Distributor1     Distributor1    Distributor1     Distributor1
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

  2002        $18,721         $497,004         $42,256          $11,625

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

  2003        $24,877         $359,549         $63,372          $12,764

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

  2004        $14,638         $356,992         $54,243          $14,783

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

------------------------------------------------------------------------------
          Class A          Class B         Class C           Class N
          Contingent       Contingent                        Contingent
Fiscal    Deferred Sales   Deferred Sales  Contingent        Deferred Sales
Year      Charges          Charges         Deferred Sales    Charges
Ended     Retained by      Retained by     Charges Retained  Retained by
10/31     Distributor      Distributor     by Distributor    Distributor
------------------------------------------------------------------------------
------------------------------------------------------------------------------

  2002         $5,146         $264,697          $5,747             $780

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

  2003         $8,575         $144,942          $3,379            $3,283

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

  2004          $426          $191,404          $9,480            $1,061

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

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 Trustees1,  cast  in  person
at a meeting called for the purpose of voting on that plan.

      Under the Plans,  the Manager and the  Distributor  may make payments to
affiliates and in their sole discretion,  they may also from time to time make
substantial  payments from their own resources,  which include the profits the
Manager  derives  from  the  advisory  fee  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.

      Financial intermediaries, brokers and dealers may receive other
payments from the Distributor or the Manager from their own resources in
connection with the promotion and/or sale of shares of the Fund, including
payments to defray expenses incurred in connection with educational seminars
and meetings.  The Manager or Distributor may share expenses incurred by
financial intermediaries in conducting training and educational meetings
about aspects of the Fund for employees of the intermediaries or for hosting
client seminars or meetings at which the Fund is discussed.  In their sole
discretion, the Manager and/or the Distributor may increase or decrease the
amount of payments they make from their own resources for these purposes.

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

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

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


      For the fiscal year ended  October 31, 2004  payments  under the Class A
Plan totaled  $215,120  all of which  $6,598 was  retained by the  Distributor
under the arrangement  described  above,  regarding  grandfathered  retirement
accounts  and  included  $19,842  paid to an  affiliate  of the  Distributor's
parent company. Any unreimbursed  expenses the Distributor incurs with respect
to Class A shares in any fiscal year cannot be recovered in subsequent  years.
The  Distributor  may not use payments  received under the Class A plan to pay
any of its interest expenses,  carrying charges,  or other financial costs, or
allocation of overhead.


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

      Each plan permits the Distributor to retain both the asset-based sales
charges and the service fees or to pay recipients the service fee on a
quarterly basis, without payment in advance. However, the Distributor
currently intends to pay the service fee to recipients in advance for the
first year after 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 quarterly on those
shares. The advance payment is based on the net asset value of shares sold.
Shares purchased by exchange do not qualify for the advance service fee
payment. If Class B, Class C or Class N shares are redeemed during the first
year after their purchase, the recipient of the service fees on those shares
will be obligated to repay the Distributor a pro rata portion of the advance
payment of the service fee made on those shares. Class B, Class C or Class N
shares may not be purchased by an investor directly from the Distributor
without the investor designating another broker-dealer of record.  If the
investor no longer has another broker-dealer of record for an existing
account, the Distributor is automatically designated as the broker-dealer of
record, but solely for the purpose of acting as the investor's agent to
purchase the shares.  In those cases, the Distributor retains the asset-based
sales charge paid on Class B, Class C and Class N shares, but does not retain
any service fees as to the assets represented by that account.

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

      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  quarterly  in
lieu of paying the sales  concessions  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 charges to the Distributor for its services rendered in
distributing  Class B, Class C and Class N shares.  The  payments  are made to
the Distributor in recognition that the Distributor:
o     pays sales concessions to authorized  brokers and dealers at the time of
         sale and pays service fees as described above,
o     may  finance  payment of sales  concessions  and/or  the  advance of the
         service fee  payment to  recipients  under the plans,  or may provide
         such  financing  from its own  resources or from the  resources of an
         affiliate,
o     employs personnel to support  distribution of Class B, Class C and Class
         N shares,
o     bears  the  costs  of sales  literature,  advertising  and  prospectuses
         (other than those furnished to current  shareholders) and state "blue
         sky" registration fees and certain other distribution expenses,
o     may not be able to  adequately  compensate  dealers  that sell  Class B,
         Class C and Class N shares without  receiving payment under the plans
         and  therefore  may not be able to offer such Classes for sale absent
         the plans,
o     receives  payments under the plans  consistent with the service fees and
         asset-based  sales charges paid by other  non-proprietary  funds that
         charge 12b-1 fees,
o     may use the  payments  under  the plan to  include  the Fund in  various
         third-party  distribution  programs  that may increase  sales of Fund
         shares,
o     may  experience  increased  difficulty  selling  the  Fund's  shares  if
         payments  under the plan are  discontinued  because  most  competitor
         funds  have  plans  that  pay  dealers  for  rendering   distribution
         services  as much or more than the  amounts  currently  being paid by
         the Fund, and
o     may not be able to continue providing,  at the same or at a lesser cost,
         the same  quality  distribution  sales  efforts and  services,  or to
         obtain such services  from brokers and dealers,  if the plan payments
         were to be discontinued.


      During a calendar year,  the  Distributor's  actual  expenses in selling
Class B, Class C and Class N shares may be more than the  payments it receives
from the contingent  deferred sales charges  collected on redeemed  shares and
from the  asset-based  sales charges paid to the Distributor by the Fund under
the distribution and service plans.  Those excess expenses are carried over on
the  Distributor's  books and may be recouped  from  asset-based  sales charge
payments  from  the  Fund  in  future  years.  However,  the  Distributor  has
voluntarily  agreed to cap the amount of expenses  under the plans that may be
carried  over from year to year and  recouped  that relate to (i) expenses the
Distributor  has  incurred  that  represent  compensation  and expenses of its
sales  personnel  and (ii) other direct  distribution  costs it has  incurred,
such  as  sales  literature,   state   registration   fees,   advertising  and
prospectuses  used to offer Fund shares.  The cap on the  carry-over  of those
categories  of expenses is set at 0.70% of annual gross sales of shares of the
Fund.  If  those  categories  of  expenses  exceed  the  capped  amount,   the
Distributor  may not carry the excess over to subsequent  fiscal years. If the
Class B,  Class C or  Class N plan  were to be  terminated  by the  Fund,  the
Fund's  Board of  Trustees  may allow  the Fund to  continue  payments  of the
asset-based  sales charge to the Distributor for distributing  shares prior to
the termination of the plan.




--------------------------------------------------------------------------------
 Distribution Fees Paid to the Distributor for the Fiscal Year Ended 10/31/04
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class:        Total Payments   Amount         Distributor's     Distributor's
                                              Aggregate         Unreimbursed
                                              Unreimbursed      Expenses as %
                               Retained by    Expenses Under    of Net Assets
              Under Plan       Distributor    Plan              of Class
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class B Plan      $633,292       $498,2881       $9,383,413         16.60%

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

Class C Plan      $251,339        $68,0322        $941,081           4.13%

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

Class N Plan      $17,679         $11,7963         $81,619           2.31%

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

1.    Includes  $11,865  paid  to an  affiliate  of the  Distributor's  parent
   company.
2.    Includes  $12,110  paid  to an  affiliate  of the  Distributor's  parent
   company.
3.    Includes $505 paid to an affiliate of the Distributor's parent company.


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

Performance of the Fund

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

      The Fund's  illustrations of its performance data in advertisements must
comply with rules of the SEC.  Those rules  describe the types of  performance
data  that  may be  used  and  how it is to be  calculated.  In  general,  any
advertisement  by the Fund of its  performance  data must  include the average
annual total returns for the advertised class of shares of the Fund.

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

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

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

o     An  investment  in the  Fund is not  insured  by the  FDIC or any  other
         government agency.
o     The  principal  value of the Fund's  shares,  and total  returns are not
         guaranteed and normally will fluctuate on a daily basis.
o     When an investor's  shares are redeemed,  they may be worth more or less
         than their original cost.
o     Total   returns   for  any  given  past  period   represent   historical
         performance information and are not, and should not be considered,  a
         prediction of future returns.

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

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

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

           - 1 =  Average  Annual  Total  Return  (After  Taxes  on
ATVD l/n       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:

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

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

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

o     Total  Returns at Net Asset  Value.  From time to time the Fund may also
quote a  cumulative  or an average  annual  total  return "at net asset value"
(without  deducting  sales  charges)  for Class A, Class B, Class C or Class N
shares.  There is no sales  charge  on  Class Y  shares.  Each is based on the
difference  in net asset value per share at the  beginning  and the end of the
period  for a  hypothetical  investment  in  that  class  of  shares  (without
considering  front-end or contingent  deferred  sales  charges) and takes into
consideration the reinvestment of dividends and capital gains distributions.

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

   The Fund's Total Returns for the Periods Ended 10/31/04

---------------------------------------------------------------
---------------------------------------------------------------
Class of  Cumulative Total     Average Annual Total Returns
          Returns (10
          Years or
          life-of-class,
Shares    if less)
---------------------------------------------------------------
---------------------------------------------------------------
                                 1-Year            5-Year
                                                (or life of
                                                   class)
---------------------------------------------------------------
---------------------------------------------------------------
          After    Without  After    Without  After    Without
          Sales    Sales    Sales    Sales    Sales    Sales
           Charge   Charge   Charge   Charge   Charge  Charge
---------------------------------------------------------------
---------------------------------------------------------------

Class A   -74.62%1 -73.07%1 -19.26%  -14.33%  -26.18%1 -25.21%1

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

Class B   -74.52%2 -74.00%2 -19.28%  -15.03%  -26.12%2 -25.79%2

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

Class C   -74.00%3 -74.00%3 -15.88%  -15.03%  -25.79%3 -25.79%3

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

Class N   -59.64%4 -59.64%4 -15.60%  -14.74%  -21.92%4 -21.92%4

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

Class Y   -72.23%5 -72.23%5 -13.71%  -13.71%  -24.70%5 -24.70%5

---------------------------------------------------------------
1.    Inception of Class A:   4/25/00
2.    Inception of Class B:   4/25/00
3.    Inception of Class C:   4/25/00
4.    Inception of Class N:   3/1/01
5.    Inception of Class Y:   4/25/00

------------------------------------------------------------------------------
    Average Annual Total Returns for Class A Shares (After Sales Charge)
                       For the Periods Ended 10/31/04
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                                   1-Year          5-Year
                                                                (or life of
                                                                   class)
------------------------------------------------------------------------------
------------------------------------------------------------------------------

After Taxes on Distributions                       -19.26%        -26.19%1

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

After Taxes on Distributions and Redemption        -12.52%        -19.96%1

of Fund Shares
------------------------------------------------------------------------------
   1. Inception of Class A: 4/25/00

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

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

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


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

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

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

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

      From time to time the Fund may include in its  advertisements  and sales
literature the total return  performance of a hypothetical  investment account
that includes  shares of the Fund and other  Oppenheimer  funds.  The combined
account  may be  part of an  illustration  of an  asset  allocation  model  or
similar  presentation.  The  account  performance  may  combine  total  return
performance of the Fund and the total return  performance of other Oppenheimer
funds  included in the account.  Additionally,  from time to time,  the Fund's
advertisements   and  sales  literature  may  include,   for  illustrative  or
comparative  purposes,  statistical data or other information about general or
specific market and economic conditions. That may include, for example,
o     information  about the performance of certain  securities or commodities
         markets or segments of those markets,
o     information  about  the  performance  of  the  economies  of  particular
         countries or regions,
o     the   earnings  of   companies   included  in  segments  of   particular
         industries, sectors, securities markets, countries or regions,
o     the  availability  of  different  types of  securities  or  offerings of
         securities,
o     information  relating to the gross national or gross domestic product of
         the United States or other countries or regions,
o     comparisons   of  various  market  sectors  or  indices  to  demonstrate
         performance, risk, or other characteristics of the Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

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

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

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


Oppenheimer AMT-Free Municipals           Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Fund
Oppenheimer Balanced Fund                 Oppenheimer Main Street Opportunity Fund
Oppenheimer Bond Fund                     Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund     Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Pennsylvania Municipal Fund

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Champion Income Fund          Street Fund

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Convertible Securities Fund   Street Fund II

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Developing Markets Fund       Street Fund III
Oppenheimer Disciplined Allocation Fund   Oppenheimer Quest Balanced Fund

                                          Oppenheimer  Quest  Capital  Value Fund,

Oppenheimer Discovery Fund                Inc.

                                          Oppenheimer  Quest  International  Value

Oppenheimer Emerging Growth Fund          Fund, Inc.
Oppenheimer Emerging Technologies Fund    Oppenheimer Quest Opportunity Value Fund
Oppenheimer Enterprise Fund               Oppenheimer Quest Value Fund, Inc.
Oppenheimer Equity Fund, Inc.             Oppenheimer Real Asset Fund
Oppenheimer Global Fund                   Oppenheimer Real Estate Fund

                                          Oppenheimer      Rochester      National

Oppenheimer Global Opportunities Fund     Municipals
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Select Value Fund
Oppenheimer Growth Fund                   Oppenheimer Senior Floating Rate Fund
Oppenheimer High Yield Fund               Oppenheimer Small Cap Value Fund
Oppenheimer International Bond Fund       Oppenheimer Strategic Income Fund
Oppenheimer International Growth Fund     Oppenheimer Total Return Bond Fund
Oppenheimer  International  Small Company
Fund                                      Oppenheimer U.S. Government Trust
Oppenheimer International Value Fund      Oppenheimer Value Fund
Oppenheimer   Limited   Term   California
Municipal Fund                            Limited-Term New York Municipal Fund
Oppenheimer Limited-Term Government Fund  Rochester Fund Municipals


And the following money market funds:

Oppenheimer Cash Reserves

Oppenheimer Money Market Fund, Inc.       Centennial Government Trust
Centennial California Tax Exempt Trust    Centennial Money Market Trust
                                          Centennial New York 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  Statement  of  Additional
Information,  redemption  proceeds of certain  money market fund shares may be
subject to a contingent deferred sales charge.


   Letters of Intent. Under a Letter of Intent ("Letter"), you can reduce the
   sales charge rate that applies to your purchases of Class A shares if you
   purchase Class A, Class B or (effective March 18, 2005) Class C shares of
   the Fund or other Oppenheimer funds during a 13-month period. The total
   amount of your purchases of Class A, Class B and (effective March 18th)
   Class C shares will determine the sales charge rate that applies to your
   Class A share purchases during that period. You can choose to include
   purchases made up to 90 days before the date of the Letter. Class A shares
   of Oppenheimer Money Market Fund, Inc. and Oppenheimer Cash Reserves fund
   on which you did not pay a sales charge and any Class N shares you
   purchase, or may have purchased, will not be counted towards satisfying
   the purchases specified in a Letter.

         A Letter is an investor's statement in writing to the Distributor of
   his or her intention to purchase a specified value of Class A, Class B and
   (effective March 18th) Class C shares of the Fund and other Oppenheimer
   funds during a 13-month period (the "Letter period"). At the investor's
   request, this may include purchases made up to 90 days prior to the date
   of the Letter. The Letter states the investor's intention to make the
   aggregate amount of purchases of shares which, when added to the
   investor's holdings of shares of those funds, will equal or exceed the
   amount specified in the Letter. Purchases made by reinvestment of
   dividends or capital gains distributions and purchases made at net asset
   value (i.e. without a sales charge) do not count toward satisfying the
   amount of the Letter.

         Each purchase of Class A shares under the Letter will be made at the
   offering price (including the sales charge) that would apply to a single
   lump-sum purchase of shares in the amount intended to be purchased under
   the Letter.


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

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

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

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

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

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

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

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

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

5.    The shares  eligible  for  purchase  under the Letter (or the holding of
which may be counted toward completion of a Letter) include:
(a)   Class A shares sold with a front-end  sales charge or subject to a Class
            A contingent deferred sales charge,
(b)   Class  B  shares  of  other  Oppenheimer  funds  acquired  subject  to a
            contingent deferred sales charge, and
(c)   Class A or Class B shares  acquired  by  exchange  of either (1) Class A
            shares of one of the other  Oppenheimer  funds that were  acquired
            subject to a Class A initial or contingent  deferred  sales charge
            or (2) Class B shares of one of the other  Oppenheimer  funds that
            were acquired subject to a contingent deferred sales charge.

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

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

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

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

Retirement Plans.  Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charges or at reduced sales charge rates, as
described in an Appendix to this Statement of Additional Information.
Certain special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent
record keeper that has a contract or special arrangement with Merrill Lynch.
If on the date the plan sponsor signed the Merrill Lynch record keeping
service agreement the plan has less than $1 million in assets invested in
applicable investments (other than assets invested in money market funds),
then the retirement plan may purchase only Class C shares of the Oppenheimer
funds.  If on the date the plan sponsor signed the Merrill Lynch record
keeping service agreement the plan has $1 million or more in assets but less
than $5 million in assets invested in applicable investments (other than
assets invested in money market funds), then the retirement plan may purchase
only Class N shares of the Oppenheimer funds.  If on the date the plan
sponsor signed the Merrill Lynch record keeping service agreement the plan
has $5 million or more in assets invested in applicable investments (other
than assets invested in money market funds), then the retirement plan may
purchase only Class A shares of the Oppenheimer funds.
      OppenheimerFunds  has entered  into  arrangements  with  certain  record
keepers  whereby the  Transfer  Agent  compensates  the record  keeper for its
record keeping and account  servicing  functions that it performs on behalf of
the participant  level accounts of a retirement plan. While such  compensation
may act to reduce the record  keeping  fees charged by the  retirement  plan's
record keeper,  that  compensation  arrangement may be terminated at any time,
potentially  affecting  the record  keeping  fees  charged  by the  retirement
plan's record keeper.

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

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

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

      The  Distributor  will not accept any purchase order of $100,000 or more
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).
|X|   Class A Shares  Subject  to a  Contingent  Deferred  Sales  Charge.  For
purchases  of Class A shares at net asset  value  whether or not  subject to a
contingent  deferred  sales charge as described  in the  Prospectus,  no sales
concessions will be paid to the  broker-dealer of record,  as described in the
Prospectus,  on sales of Class A shares purchased with the redemption proceeds
of  shares  of  another  mutual  fund  offered  as an  investment  option in a
retirement  plan in which  Oppenheimer  funds are also  offered as  investment
options  under a special  arrangement  with the  Distributor,  if the purchase
occurs  more  than 30  days  after  the  Oppenheimer  funds  are  added  as an
investment option under that plan.  Additionally,  that concession will not be
paid on  purchases  of Class A  shares  by a  retirement  plan  made  with the
redemption  proceeds of Class N shares of one or more  Oppenheimer  funds held
by the plan for more than 18 months.

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

      |X|   Availability of Class N Shares.  In addition to the description of
the types of retirement  plans which may purchase Class N shares  contained in
the prospectus, Class N shares also are offered to the following:
o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to  all  rollover   contributions   made  to  Individual  401(k)  plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct  rollovers  from  OppenheimerFunds-sponsored  Pinnacle and
            Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group  Retirement  Plans (as defined in Appendix B to this  Statement
            of  Additional  Information)  which  have  entered  into a special
            agreement with the Distributor for that purpose,
o     to Retirement  Plans  qualified  under Sections  401(a) or 401(k) of the
            Internal  Revenue Code, the  recordkeeper  or the plan sponsor for
            which has entered into a special agreement with the Distributor,
o     to Retirement  Plans of a plan sponsor where the aggregate assets of all
            such plans invested in the Oppenheimer funds is $500,000 or more,
o     to  OppenheimerFunds-sponsored  Ascender  401(k)  plans that pay for the
            purchase with the redemption  proceeds of Class A shares of one or
            more Oppenheimer funds, and
o     to certain customers of broker-dealers  and financial  advisors that are
            identified in a special  agreement  between the  broker-dealer  or
            financial advisor and the Distributor for that purpose.

      The sales  concession  and the advance of the service  fee, as described
in the  Prospectus,  will not be paid to dealers of record on sales of Class N
shares on:
o     purchases  of  Class  N  shares  in  amounts  of  $500,000  or more by a
            retirement  plan that pays for the  purchase  with the  redemption
            proceeds  of  Class  A  shares  of one or more  Oppenheimer  funds
            (other than rollovers from an OppenheimerFunds-sponsored  Pinnacle
            or  Ascender  401(k) plan to any IRA  invested in the  Oppenheimer
            funds),
o     purchases  of  Class  N  shares  in  amounts  of  $500,000  or more by a
            retirement  plan that pays for the  purchase  with the  redemption
            proceeds of Class C shares of one or more  Oppenheimer  funds held
            by the plan for more than one year (other than  rollovers  from an
            OppenheimerFunds-sponsored  Pinnacle  or  Ascender  401(k) plan to
            any IRA invested in the Oppenheimer funds), and
o     on  purchases  of  Class  N  shares  by  an   OppenheimerFunds-sponsored
            Pinnacle  or  Ascender   401(k)  plan  made  with  the  redemption
            proceeds of Class A shares of one or more Oppenheimer funds.

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

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

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

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

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 on or about the second to last business day of September.

      Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees.  These exceptions are
subject to change:

o     A fund account whose shares were acquired after September 30th of the
            prior year;
o     A fund account that has a balance below $500 due to the automatic
         conversion of shares from Class B to Class A shares. However, once
         all Class B shares held in the account have been converted to Class
         A shares the new account balance may become subject to the Minimum
         Balance Fee;
o     Accounts of shareholders who elect to access their account documents
         electronically via eDoc Direct;
o     A fund account that has only certificated shares and, has a balance
         below $500 and is being escheated;
o     Accounts of shareholders that are held by broker-dealers under the NSCC
         Fund/SERV system;
o     Accounts held under the Oppenheimer Legacy Program and/or holding
         certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
         Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
         programs; and
o     A fund account  that falls below the $500  minimum  solely due to market
         fluctuations  within the 12-month  period  preceding the date the fee
         is deducted.

       To access account  documents  electronically  via eDocs Direct,  please
visit the Service  Center on our website at  www.oppenheimerfunds.com  or call
                                             ------------------------
1.888.470.0862 for instructions.

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

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

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

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

|X|   Securities  Valuation.  The Fund's  Board of  Trustees  has  established
procedures  for the  valuation  of the Fund's  securities.  In  general  those
procedures are as follows:
o     Equity  securities  traded on a U.S.  securities  exchange or on Nasdaq(R)
are valued as follows:
(1)   if last sale information is regularly  reported,  they are valued at the
               last  reported  sale price on the  principal  exchange on which
               they are traded or on Nasdaq(R), as applicable, on that day, or
(2)   if last sale  information is not available on a valuation date, they are
               valued at the last reported sale price  preceding the valuation
               date if it is  within  the  spread  of the  closing  "bid"  and
               "asked"  prices  on the  valuation  date  or,  if  not,  at the
               closing "bid" price on the valuation date.
o     Equity securities traded on a foreign securities  exchange generally are
valued in one of the following ways:
(1)   at the last sale price available to the pricing service  approved by the
               Board of Trustees, or
(2)   at the last sale price  obtained by the  Manager  from the report of the
               principal  exchange on which the security is traded at its last
               trading session on or immediately before the valuation date, or
(3)   at the mean  between  the "bid" and  "asked"  prices  obtained  from the
               principal  exchange on which the  security is traded or, on the
               basis of  reasonable  inquiry,  from two  market  makers in the
               security.
o     Long-term debt  securities  having a remaining  maturity in excess of 60
days are  valued  based on the mean  between  the  "bid"  and  "asked"  prices
determined  by a portfolio  pricing  service  approved by the Fund's  Board of
Trustees  or  obtained by the  Manager  from two active  market  makers in the
security on the basis of reasonable inquiry.
o     The  following  securities  are valued at the mean between the "bid" and
"asked" prices  determined by a pricing  service  approved by the Fund's Board
of Trustees or obtained by the Manager  from two active  market  makers in the
security on the basis of reasonable inquiry:
(1)   debt  instruments  that  have a  maturity  of more  than 397  days  when
               issued,
(2)   debt  instruments  that had a maturity  of 397 days or less when  issued
               and have a remaining maturity of more than 60 days, and
(3)   non-money  market  debt  instruments  that had a maturity of 397 days or
               less when  issued and which  have a  remaining  maturity  of 60
               days or less.
o     The following  securities are valued at cost,  adjusted for amortization
of premiums and accretion of discounts:
(1)   money market debt securities held by a non-money  market fund that had a
               maturity  of  less  than  397  days  when  issued  that  have a
               remaining maturity of 60 days or less, and
(2)   debt  instruments  held by a money  market  fund that  have a  remaining
               maturity of 397 days or less.
o     Securities    (including     restricted     securities)    not    having
readily-available  market quotations are valued at fair value determined under
the Board's  procedures.  If the Manager is unable to locate two market makers
willing to give  quotes,  a  security  may be priced at the mean  between  the
"bid" and "asked"  prices  provided by a single  active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

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


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


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

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

How to Sell Shares

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

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

Reinvestment Privilege.  Within six months of a redemption,  a shareholder may
reinvest all or part of the redemption proceeds of:
o     Class A shares  purchased  subject to an initial sales charge or Class A
         shares on which a contingent deferred sales charge was paid, or
o     Class B shares  that were  subject  to the Class B  contingent  deferred
         sales charge when redeemed.

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

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

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

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

Involuntary  Redemptions.  The Fund's Board of Trustees has the right to cause
the involuntary  redemption of the shares held in any account if the aggregate
net asset  value of those  shares is less than $500 or such  lesser  amount as
the Board may fix.  The Board  will not cause the  involuntary  redemption  of
shares in an  account  if the  aggregate  net asset  value of such  shares has
fallen below the stated minimum solely as a result of market fluctuations.  If
the Board  exercises  this  right,  it may also fix the  requirements  for any
notice to be given to the  shareholders  in question  (not less than 30 days).
The Board may  alternatively  set requirements for the shareholder to increase
the  investment,  or set other terms and  conditions  so that the shares would
not be involuntarily redeemed.

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

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

Distributions   From  Retirement  Plans.   Requests  for  distributions   from
OppenheimerFunds-sponsored  IRAs,  SEP-IRAs,  SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing  plans should be addressed to
"Trustee,  OppenheimerFunds  Retirement  Plans," c/o the Transfer Agent at its
address  listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information. The request must:
(1)   state the reason for the distribution;
(2)   state the owner's  awareness  of tax  penalties if the  distribution  is
         premature; and
(3)   conform to the  requirements of the plan and the Fund's other redemption
         requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Exchange Shares

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

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

   The following funds only offer Class A shares:

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



   The following funds do not offer Class N shares:
   Limited Term New York Municipal Fund      Oppenheimer New Jersey Municipal Fund
   Oppenheimer AMT-Free Municipals           Oppenheimer Principal Protected Main
                                             Street Fund II
   Oppenheimer AMT-Free New York             Oppenheimer Pennsylvania Municipal
   Municipals                                Fund
   Oppenheimer California Municipal Fund     Oppenheimer Rochester National
                                             Municipals
   Oppenheimer International Value Fund      Oppenheimer Senior Floating Rate Fund
   Oppenheimer Limited Term California       Rochester Fund Municipals
   Municipal Fund
   Oppenheimer Limited Term Municipal
   Fund
   Oppenheimer Money Market Fund, Inc.

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

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

o     Class Y shares of  Oppenheimer  Real Asset Fund may not be exchanged for
      shares of any other fund.
o     Class B, Class C and Class N shares of  Oppenheimer  Cash  Reserves  are
      generally  available  only by exchange  from the same class of shares of
      other  Oppenheimer  funds or through  OppenheimerFunds-sponsored  401(k)
      plans.
o     Class  M  shares  of  Oppenheimer  Convertible  Securities  Fund  may be
      exchanged only for Class A shares of other  Oppenheimer  funds. They may
      not be  acquired  by  exchange  of  shares  of any  class  of any  other
      Oppenheimer  funds  except  Class A shares of  Oppenheimer  Money Market
      Fund or  Oppenheimer  Cash  Reserves  acquired  by  exchange  of Class M
      shares.
   o  Class A shares of Oppenheimer  funds may be exchanged at net asset value
      for shares of any money market fund offered by the  Distributor.  Shares
      of any  money  market  fund  purchased  without  a sales  charge  may be
      exchanged  for shares of  Oppenheimer  funds offered with a sales charge
      upon  payment  of the sales  charge.  They may also be used to  purchase
      shares of  Oppenheimer  funds subject to an early  withdrawal  charge or
      contingent deferred sales charge.
   o  Shares  of  the  Fund   acquired  by   reinvestment   of   dividends  or
      distributions  from any of the other  Oppenheimer funds or from any unit
      investment  trust for  which  reinvestment  arrangements  have been made
      with the  Distributor  may be exchanged at net asset value for shares of
      any of the Oppenheimer funds.
o     Shares  of  Oppenheimer  Principal  Protected  Main  Street  Fund may be
      exchanged  at net  asset  value  for  shares  of any of the  Oppenheimer
      funds.  However,  shareholders  are not permitted to exchange  shares of
      other  Oppenheimer  funds for  shares of  either  Oppenheimer  Principal
      Protected  Main Street Fund until after the  expiration  of the warranty
      period (8/5/2010)
o      Shares of  Oppenheimer  Principal  Protected Main Street Fund II may be
      exchanged  at net  asset  value  for  shares  of any of the  Oppenheimer
      funds.  However,  shareholders  are not permitted to exchange  shares of
      other  Oppenheimer  funds for  shares of  either  Oppenheimer  Principal
      Protected  Main  Street  Fund  II  until  after  the  expiration  of the
      warranty period (2/4/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund III until after the expiration of the warranty period
      (12/6/2011).

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

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

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

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

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

o     When Class A shares of Oppenheimer  Cash Reserves and Oppenheimer  Money
Market Fund,  Inc.  acquired by exchange of Class A shares of any  Oppenheimer
fund  purchased  subject to a Class A  contingent  deferred  sales  charge are
redeemed  within the Class A holding  period of the fund from which the shares
were exchanged,  the Class A contingent deferred sales charge of the fund from
which the shares were exchanged is imposed on the redeemed shares.


o     With  respect to Class B shares  (other  than  funds  listed in the next
bulleted  item listed  immediately),  the Class B  contingent  deferred  sales
charge is imposed on Class B shares  acquired by exchange if they are redeemed
within six years of the initial purchase of the exchanged Class B shares.

o     With respect to Class B shares of Limited-Term Government Fund, Limited
Term Municipal Fund, Limited Term New York Municipal Fund and Oppenheimer
Senior Floating Rate Fund and Cash Reserves that were initially purchased as
shares of Oppenheimer Capital Preservation Fund,  the Class B contingent
deferred sales charge is imposed on Class B shares acquired by exchange if
they are redeemed within 5 years of the initial purchase of the exchanged
Class B shares.


o     With respect to Class C shares,  the Class C contingent  deferred  sales
charge is imposed on Class C shares  acquired by exchange if they are redeemed
within 12 months of the initial purchase of the exchanged Class C shares.

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

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

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

      |X|
Limits on Multiple  Exchange  Orders.  The Fund  reserves  the right to reject
telephone or written exchange  requests  submitted in bulk by anyone on behalf
of more than one account.

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

|X|   Processing  Exchange  Requests.  Shares to be exchanged  are redeemed on
the regular  business day the Transfer Agent  receives an exchange  request in
proper  form  (the  "Redemption  Date").  Normally,  shares  of the fund to be
acquired are  purchased on the  Redemption  Date,  but such  purchases  may be
delayed  by either  fund up to five  business  days if it  determines  that it
would be  disadvantaged by an immediate  transfer of the redemption  proceeds.
The Fund  reserves  the  right,  in its  discretion,  to refuse  any  exchange
request  that may  disadvantage  it. For  example,  if the receipt of multiple
exchange  requests  from a dealer might require the  disposition  of portfolio
securities at a time or at a price that might be  disadvantageous to the Fund,
the Fund may refuse the request.

      When you  exchange  some or all of your shares from one fund to another,
any  special  account  feature  such as an  Asset  Builder  Plan or  Automatic
Withdrawal  Plan, will be switched to the new fund account unless you tell the
Transfer  Agent  not  to do  so.  However,  special  redemption  and  exchange
features  such as Automatic  Exchange  Plans and  Automatic  Withdrawal  Plans
cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

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

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

Dividends, Capital Gains and Taxes

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

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

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

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

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

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

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

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

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

|X|   Excise  Tax  on  Regulated  Investment  Companies.  Under  the  Internal
Revenue Code, by December 31 each year,  the Fund must  distribute  98% of its
taxable  investment  income earned from January 1 through  December 31 of that
year and 98% of its capital  gains  realized in the period from  November 1 of
the prior year  through  October 31 of the current  year.  If it does not, the
Fund must pay an excise tax on the amounts not  distributed.  It is  presently
anticipated  that  the  Fund  will  meet  those  requirements.  To  meet  this
requirement,  in certain circumstances the Fund might be required to liquidate
portfolio  investments to make  sufficient  distributions  to avoid excise tax
liability.  However,  the Board of Trustees and the Manager might determine in
a particular year that it would be in the best interests of  shareholders  for
the Fund not to make such  distributions at the required levels and to pay the
excise  tax on the  undistributed  amounts.  That  would  reduce the amount of
income or capital gains available for distribution to shareholders.

|X|   Taxation  of  Fund  Distributions.  The  Fund  anticipates  distributing
substantially  all of its investment  company  taxable income for each taxable
year. Those  distributions  will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

      Special  provisions of the Internal  Revenue Code govern the eligibility
of the Fund's  dividends  for the  dividends-received  deduction for corporate
shareholders.  Long-term capital gains  distributions are not eligible for the
deduction.  The amount of dividends  paid by the Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying  dividends that the
Fund derives from portfolio  investments  that the Fund has held for a minimum
period,  usually 46 days. A corporate shareholder will not be eligible for the
deduction  on dividends  paid on Fund shares held for 45 days or less.  To the
extent  the  Fund's  dividends  are  derived  from gross  income  from  option
premiums,  interest income or short-term  gains from the sale of securities or
dividends from foreign corporations,  those dividends will not qualify for the
deduction.

      The Fund  may  either  retain  or  distribute  to  shareholders  its net
capital gain for each taxable year. The Fund  currently  intends to distribute
any  such  amounts.  If net  long  term  capital  gains  are  distributed  and
designated as a capital gain distribution,  it will be taxable to shareholders
as a long-term  capital gain and will be properly  identified  in reports sent
to  shareholders  in January of each year. Such treatment will apply no matter
how long the  shareholder  has held his or her shares or whether that gain was
recognized by the Fund before the shareholder acquired his or her shares.

      If the Fund  elects to retain  its net  capital  gain,  the Fund will be
subject  to tax on it at the 35%  corporate  tax rate.  If the Fund  elects to
retain its net capital gain, the Fund will provide to  shareholders  of record
on the last day of its  taxable  year  information  regarding  their  pro rata
share  of the  gain  and tax  paid.  As a  result,  each  shareholder  will be
required  to report his or her pro rata share of such gain on their tax return
as long-term  capital gain,  will receive a refundable  tax credit for his/her
pro rata share of tax paid by the Fund on the gain,  and will increase the tax
basis for his/her  shares by an amount equal to the deemed  distribution  less
the tax credit.

      Investment  income that may be received by the Fund from sources  within
foreign countries may be subject to foreign taxes withheld at the source.  The
United States has entered into tax treaties with many foreign  countries which
entitle  the Fund to a  reduced  rate of,  or  exemption  from,  taxes on such
income.

      Distributions  by the  Fund  that  do  not  constitute  ordinary  income
dividends  or  capital  gain  distributions  will be  treated  as a return  of
capital  to the extent of the  shareholder's  tax basis in their  shares.  Any
excess  will be treated as gain from the sale of those  shares,  as  discussed
below.  Shareholders  will be advised  annually as to the U.S.  federal income
tax  consequences of  distributions  made (or deemed made) during the year. If
prior   distributions  made  by  the  Fund  must  be   re-characterized  as  a
non-taxable  return of capital  at the end of the  fiscal  year as a result of
the effect of the Fund's investment policies,  they will be identified as such
in notices sent to shareholders.

      Distributions  by the Fund will be treated in the manner described above
regardless  of whether the  distributions  are paid in cash or  reinvested  in
additional shares of the Fund (or of another fund).  Shareholders  receiving a
distribution  in the form of additional  shares will be treated as receiving a
distribution  in an  amount  equal to the  fair  market  value  of the  shares
received, determined as of the reinvestment date.


      The Fund will be required in certain  cases to withhold  28% of ordinary
income  dividends,  capital  gains  distributions  and  the  proceeds  of  the
redemption of shares,  paid to any shareholder (1) who has failed to provide a
correct  taxpayer  identification  number or to properly  certify  that number
-------
when required,  (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly,  or (3) who has failed to
certify to the Fund that the shareholder is not subject to backup  withholding
or is an "exempt  recipient" (such as a corporation).  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.


|X|   Tax Effects of Redemptions of Shares. If a shareholder  redeems all or a
portion of his/her shares,  the  shareholder  will recognize a gain or loss on
the redeemed shares in an amount equal to the difference  between the proceeds
of the  redeemed  shares  and the  shareholder's  adjusted  tax  basis  in the
shares.  All or a  portion  of any  loss  recognized  in  that  manner  may be
disallowed  if the  shareholder  purchases  other shares of the Fund within 30
days before or after the redemption.


      In general,  any gain or loss arising from the  redemption  of shares of
the Fund will be  considered  capital gain or loss, if the shares were held as
a capital asset. It will be long-term  capital gain or loss if the shares were
held for more  than one year.  However,  any  capital  loss  arising  from the
redemption  of  shares  held  for six  months  or less  will be  treated  as a
long-term  capital loss to the extent of the amount of capital gain  dividends
received on those  shares.  Special  holding  period  rules under the Internal
Revenue Code apply in this case to determine the holding  period of shares and
there are limits on the deductibility of capital losses in any year.

|X|   Foreign Shareholders.  Under U.S. tax law, taxation of a shareholder who
is a foreign  person (to  include,  but not  limited to, a  nonresident  alien
individual,  a foreign trust, a foreign estate,  a foreign  corporation,  or a
foreign partnership)  primarily depends on whether the foreign person's income
from the Fund is  effectively  connected  with the conduct of a U.S.  trade or
business.  Typically,  ordinary  income  dividends paid from a mutual fund are
not considered "effectively connected" income.


      Ordinary income  dividends that are paid by the Fund (and are deemed not
"effectively  connected  income") to foreign persons will be subject to a U.S.
tax  withheld  by the  Fund at a rate of 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 listed above.  Reinvestment
will be made  without  sales charge at the net asset value per share in effect
at the close of business on the payable date of the dividend or  distribution.
To elect this  option,  the  shareholder  must  notify the  Transfer  Agent in
writing  and  must  have  an  existing   account  in  the  fund  selected  for
reinvestment.  Otherwise the  shareholder  first must obtain a prospectus  for
that fund and an  application  from the  Distributor  to establish an account.
Dividends and/or  distributions from shares of certain other Oppenheimer funds
(other than  Oppenheimer Cash Reserves) may be invested in shares of this Fund
on the same basis.

Additional Information About the Fund

The  Distributor.  The Fund's  shares are sold  through  dealers,  brokers and
other   financial    institutions   that   have   a   sales   agreement   with
OppenheimerFunds  Distributor,  Inc., a subsidiary of the Manager that acts as
the Fund's  Distributor.  The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor  for funds managed by a subsidiary of
the Manager.

The Transfer Agent.  OppenheimerFunds  Services, the Fund's Transfer Agent, is
a division  of the  Manager.  It is  responsible  for  maintaining  the Fund's
shareholder  registry  and  shareholder  accounting  records,  and for  paying
dividends  and  distributions  to  shareholders.  It also handles  shareholder
servicing and  administrative  functions.  It serves as the Transfer Agent for
an annual per account  fee. It also acts as  shareholder  servicing  agent for
the other Oppenheimer funds.  Shareholders should direct inquiries about their
accounts to the Transfer  Agent at the address and toll-free  numbers shown on
the back cover.

The  Custodian.  Citibank,  N.A. is the  custodian of the Fund's  assets.  The
custodian's  responsibilities  include safeguarding and controlling the Fund's
portfolio  securities and handling the delivery of such securities to and from
the  Fund.  It is the  practice  of the Fund to deal with the  custodian  in a
manner  uninfluenced by any banking  relationship  the custodian may have with
the Manager and its  affiliates.  The Fund's cash  balances with the custodian
in excess of $100,000 are not protected by federal  deposit  insurance.  Those
uninsured balances at times may be substantial.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER EMERGING TECHNOLOGIES FUND:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Emerging Technologies Fund, including the statement of investments, as of October 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from April 25, 2000 (commencement of operations) to October 31, 2000. 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, 2004, 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 Emerging Technologies Fund as of October 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from April 25, 2000 (commencement of operations) to October 31, 2000, in conformity with U.S. generally accepted accounting principles.

KPMG LLP Denver, Colorado December 16, 2004 STATEMENT OF INVESTMENTS October 31, 2004 -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 -------------------------------------------------------------------------------- COMMON STOCKS--94.7% -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--1.2% -------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--0.5% Ctrip.com International Ltd., ADR 1 19,500 $ 779,415 -------------------------------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS--0.7% Shanda Interactive Entertainment Ltd., ADR 1 40,000 1,215,560 -------------------------------------------------------------------------------- FINANCIALS--0.7% -------------------------------------------------------------------------------- CAPITAL MARKETS--0.7% Harris & Harris Group, Inc. 1 100,000 1,189,000 -------------------------------------------------------------------------------- HEALTH CARE--5.6% -------------------------------------------------------------------------------- BIOTECHNOLOGY--4.1% Amgen, Inc. 1 22,400 1,272,320 -------------------------------------------------------------------------------- Genzyme Corp. (General Division) 1 29,400 1,542,618 -------------------------------------------------------------------------------- Gilead Sciences, Inc. 1 44,000 1,523,720 -------------------------------------------------------------------------------- Martek Biosciences Corp. 1 49,100 2,310,450 ----------- 6,649,108 -------------------------------------------------------------------------------- PHARMACEUTICALS--1.5% MGI Pharma, Inc. 1 94,200 2,512,314 -------------------------------------------------------------------------------- INDUSTRIALS--1.6% -------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--0.7% 51job, Inc., ADR 1 42,200 1,139,400 -------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT--0.9% Color Kinetics, Inc. 1 46,900 752,276 -------------------------------------------------------------------------------- Vicor Corp. 70,000 650,300 ----------- 1,402,576 -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY--84.7% -------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--19.1% ADTRAN, Inc. 65,400 1,412,640 -------------------------------------------------------------------------------- Airspan Networks, Inc. 1 149,300 915,209 -------------------------------------------------------------------------------- Andrew Corp. 1 187,100 2,615,658 -------------------------------------------------------------------------------- Arris Group, Inc. 1 182,300 847,695 -------------------------------------------------------------------------------- Audiocodes Ltd. 1 222,700 2,935,186 -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 -------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--Continued Cisco Systems, Inc. 1 77,700 $ 1,492,617 -------------------------------------------------------------------------------- Corning, Inc. 1 254,900 2,918,605 -------------------------------------------------------------------------------- Ditech Communications Corp. 1 95,700 2,195,358 -------------------------------------------------------------------------------- F5 Networks, Inc. 1 65,600 2,620,720 -------------------------------------------------------------------------------- Ixia 1 126,100 1,610,297 -------------------------------------------------------------------------------- Packeteer, Inc. 1 93,200 1,150,088 -------------------------------------------------------------------------------- Plantronics, Inc. 50,000 2,175,000 -------------------------------------------------------------------------------- Polycom, Inc. 1 56,400 1,164,660 -------------------------------------------------------------------------------- QUALCOMM, Inc. 54,400 2,274,464 -------------------------------------------------------------------------------- Research in Motion Ltd. 1 25,800 2,275,560 -------------------------------------------------------------------------------- Sierra Wireless, Inc. 1 62,000 1,057,720 -------------------------------------------------------------------------------- Tekelec 1 80,000 1,785,600 ----------- 31,447,077 -------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS--5.6% Apple Computer, Inc. 1 78,600 4,128,858 -------------------------------------------------------------------------------- Avid Technology, Inc. 1 28,200 1,494,036 -------------------------------------------------------------------------------- Network Engines, Inc. 1 331,200 616,032 -------------------------------------------------------------------------------- PalmOne, Inc. 1 100,000 2,897,000 ----------- 9,135,926 -------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--4.7% Aeroflex, Inc. 1 190,100 2,110,110 -------------------------------------------------------------------------------- AU Optronics Corp., ADR 119,570 1,255,485 -------------------------------------------------------------------------------- Cogent, Inc. 1 6,000 114,804 -------------------------------------------------------------------------------- FLIR Systems, Inc. 1 40,100 2,133,721 -------------------------------------------------------------------------------- Komag, Inc. 1 90,000 1,527,750 -------------------------------------------------------------------------------- WJ Communications, Inc. 1 327,600 645,372 ----------- 7,787,242 19 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENT OF INVESTMENTS Continued -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 -------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES--14.4% Aladdin Knowledge Systems Ltd. 1 89,700 $ 2,255,955 -------------------------------------------------------------------------------- eCollege.com, Inc. 1 110,700 1,015,119 -------------------------------------------------------------------------------- eLong, Inc., Sponsored ADR 1 11,400 155,040 -------------------------------------------------------------------------------- FindWhat.com 1 91,200 1,828,560 -------------------------------------------------------------------------------- InfoSpace, Inc. 1 70,000 3,675,000 -------------------------------------------------------------------------------- j2 Global Communications, Inc. 1 64,800 1,953,720 -------------------------------------------------------------------------------- Jupitermedia Corp. 1 89,200 1,769,282 -------------------------------------------------------------------------------- MarketWatch, Inc. 1 95,100 1,260,551 -------------------------------------------------------------------------------- National Information Consortium, Inc. 1 221,200 931,252 -------------------------------------------------------------------------------- Netease.com, Inc., ADR 1 41,300 1,920,863 -------------------------------------------------------------------------------- Shopping.com Ltd. 1 4,100 110,577 -------------------------------------------------------------------------------- SINA Corp. 1 64,600 2,164,100 -------------------------------------------------------------------------------- SupportSoft, Inc. 1 228,600 1,159,002 -------------------------------------------------------------------------------- VeriSign, Inc. 1 49,500 1,328,085 -------------------------------------------------------------------------------- Yahoo!, Inc. 1 59,800 2,164,162 ----------- 23,691,268 -------------------------------------------------------------------------------- IT SERVICES--2.7% Cognizant Technology Solutions Corp. 1 48,200 1,638,800 -------------------------------------------------------------------------------- Infosys Technologies Ltd., Sponsored ADR 28,800 1,915,200 -------------------------------------------------------------------------------- NAVTEQ Corp. 1 20,400 822,324 ----------- 4,376,324 -------------------------------------------------------------------------------- OFFICE ELECTRONICS--1.4% Zebra Technologies Corp., Cl. A 1 42,200 2,236,178 VALUE SHARES SEE NOTE 1 -------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--18.2% AMIS Holdings, Inc. 1 73,300 1,114,160 -------------------------------------------------------------------------------- Analog Devices, Inc. 73,400 2,955,084 -------------------------------------------------------------------------------- ATI Technologies, Inc. 1 102,100 1,842,905 -------------------------------------------------------------------------------- ATMI, Inc. 1 33,900 791,565 -------------------------------------------------------------------------------- Cypress Semiconductor Corp. 1 106,200 1,118,286 -------------------------------------------------------------------------------- Integrated Device Technology, Inc. 1 100,000 1,182,000 -------------------------------------------------------------------------------- Intel Corp. 119,000 2,648,940 -------------------------------------------------------------------------------- Linear Technology Corp. 39,000 1,477,320 -------------------------------------------------------------------------------- Marvell Technology Group Ltd. 1 113,700 3,248,409 -------------------------------------------------------------------------------- Microchip Technology, Inc. 59,900 1,811,975 -------------------------------------------------------------------------------- Microsemi Corp. 1 130,200 2,023,308 -------------------------------------------------------------------------------- ON Semiconductor Corp. 1 375,000 1,350,000 -------------------------------------------------------------------------------- Sigmatel, Inc. 1 88,000 2,596,000 -------------------------------------------------------------------------------- Silicon Laboratories, Inc. 1 16,800 503,496 -------------------------------------------------------------------------------- Silicon Storage Technology, Inc. 1 115,400 859,730 -------------------------------------------------------------------------------- Skyworks Solutions, Inc. 1 368,700 3,277,743 -------------------------------------------------------------------------------- TranSwitch Corp. 1 242,800 252,512 -------------------------------------------------------------------------------- Trident Microsystems, Inc. 1 60,000 791,400 ----------- 29,844,833 -------------------------------------------------------------------------------- SOFTWARE--18.6% Adobe Systems, Inc. 55,000 3,081,650 -------------------------------------------------------------------------------- Autodesk, Inc. 74,000 3,903,500 -------------------------------------------------------------------------------- JAMDAT Mobile, Inc. 1 51,700 1,514,810 -------------------------------------------------------------------------------- Macromedia, Inc. 1 125,300 3,400,642 -------------------------------------------------------------------------------- Macrovision Corp. 1 101,500 2,744,560 20 | OPPENHEIMER EMERGING TECHNOLOGIES FUND VALUE SHARES SEE NOTE 1 -------------------------------------------------------------------------------- SOFTWARE Continued Mercury Interactive Corp. 1 102,100 $ 4,434,203 -------------------------------------------------------------------------------- Microsoft Corp. 119,200 3,336,408 -------------------------------------------------------------------------------- Sonic Solutions, Inc. 1 152,200 3,021,170 -------------------------------------------------------------------------------- Symantec Corp. 1 49,900 2,841,306 -------------------------------------------------------------------------------- Verint Systems, Inc. 1 38,200 1,485,216 -------------------------------------------------------------------------------- Witness Systems, Inc. 1 45,100 701,755 ------------ 30,465,220 -------------------------------------------------------------------------------- TELECOMMUNICATION SERVICES--0.9% -------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES--0.9% SpectraSite, Inc. 1 30,000 1,539,000 ------------ Total Common Stocks (Cost $136,409,072) 155,410,441 -------------------------------------------------------------------------------- PREFERRED STOCKS--0.2% -------------------------------------------------------------------------------- Axsun Technologies, Inc., Cv., Series C 1,2,3 685,519 224,713 -------------------------------------------------------------------------------- Blaze Network Products, Inc., 8% Cv., Series D 1,2,3 166,836 -- -------------------------------------------------------------------------------- BroadBand Office, Inc., Cv., Series C 1,2 52,909 -- -------------------------------------------------------------------------------- Centerpoint Broadband Technologies, Inc.: Cv., Series D 1,2 463,822 -- Cv., Series Z 1,2 37,491 -- -------------------------------------------------------------------------------- MicroPhotonix Integration Corp., Cv., Series C 1,2,3 316,691 -- -------------------------------------------------------------------------------- Multiplex, Inc., Cv., Series C 1,2 387,138 29,384 -------------------------------------------------------------------------------- Questia Media, Inc., Cv., Series B 1,2 258,859 93,785 ------------ Total Preferred Stocks (Cost $21,917,070) 347,882 PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--4.1% --------------------------------------------------------------------------------

Undivided interest of 1.14% in joint repurchase agreement (Principal Amount/Value $595,058,000, with a maturity value of $595,147,755) with UBS Warburg LLC, 1.81%, dated 10/29/04, to be repurchased at $6,778,022 on 11/1/04, collateralized by Federal National Mortgage Assn., 5.50%, 1/1/34--4/1/34, with a value of $607,720,116 (Cost $6,777,000) $6,777,000 $ 6,777,000

-------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $165,103,142) 99.0% 162,535,323 -------------------------------------------------------------------------------- OTHER ASSETS NET OF LIABILITIES 1.0 1,616,309 ------------------------- NET ASSETS 100.0% $164,151,632 ========================= 21 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENT OF INVESTMENTS Continued -------------------------------------------------------------------------------- FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Illiquid or restricted security. See Note 5 of Notes to Financial Statements. 3. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2004. The aggregate fair value of securities of affiliated companies held by the Fund as of October 31, 2004 amounts to $224,713. Transactions during the period in which the issuer was an affiliate are as follows:

                                  SHARES                                  SHARES
                             OCTOBER 31,       GROSS         GROSS   OCTOBER 31,      UNREALIZED    DIVIDEND
                                    2003   ADDITIONS    REDUCTIONS          2004    DEPRECIATION      INCOME
------------------------------------------------------------------------------------------------------------

PREFERRED STOCKS
Axsun Technologies, Inc.,
Cv., Series C                    685,519          --            --       685,519     $ 7,775,294        $--
Blaze Network Products,
Inc., 8% Cv., Series D           166,836          --            --       166,836       1,067,750         --
MicroPhotonix Integration
Corp., Cv., Series C             316,691          --            --       316,691       1,999,999         --
                                                                                     ----------------------
                                                                                     $10,843,043        $--
                                                                                     ======================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 22 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENT OF ASSETS AND LIABILITIES October 31, 2004 --------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
ASSETS
----------------------------------------------------------------------------------

Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $154,035,386)                          $ 162,310,610
Affiliated companies (cost $11,067,756)                                   224,713
                                                                    --------------
                                                                      162,535,323
----------------------------------------------------------------------------------
Cash                                                                    1,666,500
----------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                        6,630,309
Shares of beneficial interest sold                                        175,552
Interest and dividends                                                     29,676
Other                                                                       7,763
                                                                    --------------
Total assets                                                          171,045,123

----------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                   6,191,868
Shares of beneficial interest redeemed                                    457,699
Shareholder communications                                                 88,911
Trustees' compensation                                                     47,874
Transfer and shareholder servicing agent fees                              45,682
Distribution and service plan fees                                         32,842
Other                                                                      28,615
                                                                    --------------
Total liabilities                                                       6,893,491

----------------------------------------------------------------------------------
NET ASSETS                                                          $ 164,151,632
                                                                    ==============

----------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------
Paid-in capital                                                     $ 636,515,811
----------------------------------------------------------------------------------
Accumulated net investment loss                                        (1,390,678)
----------------------------------------------------------------------------------
Accumulated net realized loss on investments                         (468,405,682)
----------------------------------------------------------------------------------
Net unrealized depreciation on investments                             (2,567,819)

----------------------------------------------------------------------------------
NET ASSETS                                                          $ 164,151,632
                                                                    ==============

23 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENT OF ASSETS AND LIABILITIES Continued --------------------------------------------------------------------------------

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

Class A Shares:
Net asset value and redemption price per share (based on net assets
of $79,082,816 and 29,400,687 shares of beneficial interest outstanding)                    $2.69
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                                 $2.85
--------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $56,512,598 and 21,708,106 shares of beneficial interest outstanding)             $2.60
--------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $22,777,006 and 8,746,101 shares of beneficial interest outstanding)              $2.60
--------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $3,528,472 and 1,324,245 shares of beneficial interest outstanding)               $2.66
--------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based
on net assets of $2,250,740 and 812,816 shares of beneficial interest outstanding)          $2.77

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 24 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENT OF OPERATIONS For the Year Ended October 31, 2004 --------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
INVESTMENT INCOME
-----------------------------------------------------------------------------------

Dividends (net of foreign withholding taxes of $19,535)               $    233,315
-----------------------------------------------------------------------------------
Interest                                                                    26,094
                                                                      -------------
Total investment income                                                    259,409

-----------------------------------------------------------------------------------
EXPENSES
-----------------------------------------------------------------------------------
Management fees                                                          1,840,255
-----------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                    215,120
Class B                                                                    633,292
Class C                                                                    251,339
Class N                                                                     17,679
-----------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                    698,176
Class B                                                                    643,122
Class C                                                                    174,697
Class N                                                                     23,018
Class Y                                                                        161
-----------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                     47,520
Class B                                                                     53,211
Class C                                                                      7,375
-----------------------------------------------------------------------------------
Custodian fees and expenses                                                 26,939
-----------------------------------------------------------------------------------
Trustees' compensation                                                       8,686
-----------------------------------------------------------------------------------
Other                                                                       36,223
                                                                      -------------
Total expenses                                                           4,676,813
Less reduction to custodian expenses                                          (255)
Less payments and waivers of expenses                                     (895,186)
                                                                      -------------
Net expenses                                                             3,781,372

-----------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                     (3,521,963)

-----------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
-----------------------------------------------------------------------------------
Net realized gain on:
Investments                                                              1,456,482
Net increase from payment by affiliate                                      29,259
                                                                      -------------
Net realized gain                                                        1,485,741
-----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments    (29,273,792)

-----------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                  $(31,310,014)
                                                                      =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 25 | OPPENHEIMER EMERGING TECHNOLOGIES FUND STATEMENTS OF CHANGES IN NET ASSETS --------------------------------------------------------------------------------

YEAR ENDED OCTOBER 31,                                                     2004             2003
-------------------------------------------------------------------------------------------------

OPERATIONS
-------------------------------------------------------------------------------------------------
Net investment loss                                               $  (3,521,963)   $  (2,504,324)
-------------------------------------------------------------------------------------------------
Net realized gain                                                     1,485,741       16,569,327
-------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                (29,273,792)      61,490,896
                                                                  -------------------------------
Net increase (decrease) in net assets resulting from operations     (31,310,014)      75,555,899

-------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
-------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Class A                                                                 484,458       13,775,737
Class B                                                              (2,633,340)       5,478,583
Class C                                                                 966,798        2,313,751
Class N                                                                (305,271)       1,269,615
Class Y                                                                 236,530          744,204

-------------------------------------------------------------------------------------------------
NET ASSETS
-------------------------------------------------------------------------------------------------
Total increase (decrease)                                           (32,560,839)      99,137,789
-------------------------------------------------------------------------------------------------
Beginning of period                                                 196,712,471       97,574,682
                                                                  -------------------------------
End of period (including accumulated net investment loss
of $1,390,678 and $43,429, respectively)                          $ 164,151,632    $ 196,712,471
                                                                  ===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 26 | OPPENHEIMER EMERGING TECHNOLOGIES FUND FINANCIAL HIGHLIGHTS --------------------------------------------------------------------------------

CLASS A    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
Net asset value, beginning of period               $  3.14      $  1.82      $  3.51      $  11.24      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.04) 2      (.04)        (.04)         (.01)          .01
Net realized and unrealized gain (loss)               (.41)        1.36        (1.65)        (7.71)         1.23
                                                   ---------------------------------------------------------------
Total from investment operations                      (.45)        1.32        (1.69)        (7.72)         1.24
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --          (.01)           --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.69      $  3.14      $  1.82      $   3.51      $  11.24
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (14.33)%      72.53%      (48.15)%      (68.74)%       12.40%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $79,083      $93,886      $44,150      $ 91,220      $253,471
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $89,415      $62,832      $68,695      $158,376      $149,623
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss)                         (1.55)%      (1.51)%      (1.61)%       (0.23)%        0.25%
Total expenses                                        2.11%        2.70%        3.11%         2.08%         1.65%
Expenses after payments and waivers
and reduction to custodian expenses                   1.69%        1.71%        2.10%         2.04%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund dIstributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER EMERGING TECHNOLOGIES FUND FINANCIAL HIGHLIGHTS Continued --------------------------------------------------------------------------------

CLASS B    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.06      $  1.79      $  3.48      $  11.20      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.07) 2      (.04)        (.07)         (.06)         (.01)
Net realized and unrealized gain (loss)               (.39)        1.31        (1.62)        (7.66)         1.21
                                                   ---------------------------------------------------------------
Total from investment operations                      (.46)        1.27        (1.69)        (7.72)         1.20
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --            --            --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.60      $  3.06      $  1.79      $   3.48      $  11.20
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (15.03)%      70.95%      (48.56)%      (68.93)%       12.00%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $56,513      $69,789      $36,813      $ 75,336      $200,251
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $63,321      $48,920      $58,029      $128,540      $106,620
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (2.34)%      (2.23)%      (2.40)%       (0.99)%       (0.48)%
Total expenses                                        3.14%        3.82%        3.95%         2.84%         2.39%
Expenses after payments and waivers
and reduction to custodian expenses                   2.48%        2.42%        2.94%         2.80%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

CLASS C    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.06      $  1.79      $  3.48      $  11.20      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.06) 2      (.04)        (.05)         (.05)         (.01)
Net realized and unrealized gain (loss)               (.40)        1.31        (1.64)        (7.67)         1.21
                                                   ---------------------------------------------------------------
Total from investment operations                      (.46)        1.27        (1.69)        (7.72)         1.20
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --            --            --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.60      $  3.06      $  1.79      $   3.48      $  11.20
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (15.03)%      70.95%      (48.56)%      (68.93)%       12.00%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $22,777      $26,112      $14,143      $ 23,121      $ 56,597
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $25,126      $17,266      $17,800      $ 38,049      $ 28,193
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (2.28)%      (2.29)%      (2.36)%       (1.00)%       (0.47)%
Total expenses                                        2.77%        3.40%        3.84%         2.84%         2.39%
Expenses after payments and waivers
and reduction to custodian expenses                   2.43%        2.48%        2.83%         2.80%          N/A 5
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER EMERGING TECHNOLOGIES FUND FINANCIAL HIGHLIGHTS Continued --------------------------------------------------------------------------------

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

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.12      $  1.81      $  3.50      $  6.59
---------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                   (.05) 2      (.05)        (.04)        (.03)
Net realized and unrealized gain (loss)               (.41)        1.36        (1.65)       (3.06)
                                                   ------------------------------------------------
Total from investment operations                      (.46)        1.31        (1.69)       (3.09)
---------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --           --
---------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.66      $  3.12      $  1.81      $  3.50
                                                   ================================================

---------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                  (14.74)%      72.38%      (48.29)%     (46.89)%
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 3,528      $ 4,445      $ 1,582      $ 1,450
---------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 3,548      $ 2,698      $ 1,547      $ 1,287
--------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                  (1.74)%      (1.89)%      (1.80)%      (1.24)%
Total expenses                                        2.18%        2.30%        3.05%        2.61%
Expenses after payments and waivers
and reduction to custodian expenses                   1.88%        2.10%        2.04%        2.57%
---------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%          85%

1. For the period from March 1, 2001 (commencement of operations) to October 31, 2001. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 30 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

CLASS Y    YEAR ENDED OCTOBER 31,                     2004         2003         2002          2001        2000 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period               $  3.21      $  1.85      $  3.55      $  11.26      $  10.00
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.03) 2      (.04)        (.03)           -- 3         .02
Net realized and unrealized gain (loss)               (.41)        1.40        (1.67)        (7.69)         1.24
                                                   ---------------------------------------------------------------
Total from investment operations                      (.44)        1.36        (1.70)        (7.69)         1.26
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --           --           --          (.02)           --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $  2.77      $  3.21      $  1.85      $   3.55      $  11.26
                                                   ===============================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4                  (13.71)%      73.51%      (47.89)%      (68.40)%       12.60%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 2,251      $ 2,480      $   887      $  1,236      $      1
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 2,593      $ 1,492      $ 1,057      $    331      $      1
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss)                         (0.86)%      (1.05)%      (1.03)%       (0.08)%        0.33%
Total expenses                                        1.00%        1.26%        1.57%         1.33%         1.42%
Expenses after payments and waivers
and reduction to custodian expenses                    N/A 6        N/A 6       1.53%         1.23%          N/A 6
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                157%         219%         159%           85%            6%

1. For the period from April 25, 2000 (commencement of operations) to October 31, 2000. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Less than $0.005 per share. 4. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 5. Annualized for periods of less than one full year. 6. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 31 | OPPENHEIMER EMERGING TECHNOLOGIES FUND NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Emerging Technologies Fund (the Fund) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek long-term 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 Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital.

        The following is a summary of significant accounting policies consistently followed by the Fund.

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

SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund’s assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Corporate, government and municipal debt instruments having a remaining maturity in excess of 60 days and all mortgage-backed securities will be valued at the mean between the “bid” and “asked” prices. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of their respective exchanges will be fair valued. Fair

32 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term “money market type” debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value).

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

FOREIGN CURRENCY TRANSLATION. The Fund’s accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars 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. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Foreign exchange rates may be valued primarily using dealer supplied valuations or a portfolio pricing service authorized by the Board of Trustees.

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

        The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

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

JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings.

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

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

33 | OPPENHEIMER EMERGING TECHNOLOGIES FUND NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued

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 DEPRECIATION 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 ------------------------------------------------------------------------ $239,491 $-- $466,614,783 $5,890,441 1. As of October 31, 2004, the Fund had $466,614,783 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, 2004, details of the capital loss carryforwards were as follows: EXPIRING 2009 $268,287,393 2010 197,770,478 2012 556,912 Total $466,614,783 ============ 2. During the fiscal year ended October 31, 2004, the Fund did not utilize any capital loss carryforward. 3. During the fiscal year ended October 31, 2003, the Fund utilized $14,755,514 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, 2004. Net assets of the Fund were unaffected by the reclassifications.

INCREASE TO REDUCTION TO ACCUMULATED NET ACCUMULATED NET REALIZED LOSS INVESTMENT LOSS ON INVESTMENTS ---------------------------------------- $2,174,714 $2,174,714 34 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

No distributions were paid during the years ended October 31, 2004 and October 31, 2003.

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, 2004 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 $ 168,425,764 ============= Gross unrealized appreciation $ 28,311,299 Gross unrealized depreciation (34,201,740) ------------- Net unrealized depreciation $ (5,890,441) ============= --------------------------------------------------------------------------------

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, 2004, the Fund’s projected benefit obligations were increased by $3,007 and payments of $2,419 were made to retired trustees, resulting in an accumulated liability of $44,018 as of October 31, 2004.

        The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan.

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

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually.

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

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned.

35 | OPPENHEIMER EMERGING TECHNOLOGIES FUND NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued

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. The Fund pays interest to its custodian on such cash overdrafts at a rate equal to the Federal Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

-------------------------------------------------------------------------------- SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

                            YEAR ENDED OCTOBER 31, 2004      YEAR ENDED OCTOBER 31, 2003
                                SHARES           AMOUNT          SHARES           AMOUNT
-----------------------------------------------------------------------------------------

CLASS A
Sold                        11,592,831     $ 35,423,156      19,269,973     $ 45,613,174
Redeemed                   (12,096,376)     (34,938,698) 1  (13,652,915)     (31,837,437)
                           --------------------------------------------------------------
Net increase (decrease)       (503,545)    $    484,458       5,617,058     $ 13,775,737
                           ==============================================================

-----------------------------------------------------------------------------------------
CLASS B
Sold                         4,976,711     $ 14,409,345       7,985,412     $ 18,868,771
Redeemed                    (6,055,457)     (17,042,685) 1   (5,813,163)     (13,390,188)
                           --------------------------------------------------------------
Net increase (decrease)     (1,078,746)    $ (2,633,340)      2,172,249     $  5,478,583
                           ==============================================================

-----------------------------------------------------------------------------------------
CLASS C
Sold                         2,529,733     $  7,407,325       5,703,935     $ 12,775,516
Redeemed                    (2,310,500)      (6,440,527) 1   (5,092,014)     (10,461,765)
                           --------------------------------------------------------------
Net increase                   219,233     $    966,798         611,921     $  2,313,751
                           ==============================================================

-----------------------------------------------------------------------------------------
CLASS N
Sold                           972,340     $  2,841,359         773,300     $  1,791,741
Redeemed                    (1,074,403)      (3,146,630) 1     (219,846)        (522,126)
                           --------------------------------------------------------------
Net increase (decrease)       (102,063)    $   (305,271)        553,454     $  1,269,615
                           ==============================================================

1. Net of redemption fees of $2,126, $1,506, $597, $84 and $62 for Class A, Class B, Class C, Class N and Class Y, respectively. 36 | OPPENHEIMER EMERGING TECHNOLOGIES FUND YEAR ENDED OCTOBER 31, 2004 YEAR ENDED OCTOBER 31, 2003 SHARES AMOUNT SHARES AMOUNT ------------------------------------------------------------------------- CLASS Y Sold 664,396 $ 2,055,630 1,072,410 $ 2,688,989 Redeemed (624,248) (1,819,100) 1 (779,149) (1,944,785) ------------------------------------------------------- Net increase 40,148 $ 236,530 293,261 $ 744,204 ======================================================= 1. Net of redemption fees of $2,126, $1,506, $597, $84 and $62 for Class A, Class B, Class C, Class N and Class Y, respectively. -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended October 31, 2004, were $288,559,107 and $304,373,286, respectively.

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

Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund. Effective January 1, 2004, the agreement provides for a fee at an annual rate of 1.00% of the first $200 million of average annual net assets, 0.95% of the next $200 million, 0.90% of the next $200 million and 0.85% of average net assets over $600 million. Prior to January 1, 2004, the Fund paid the Manager an advisory fee at an annual rate of 1.00% of average annual net assets.

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

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, 2004, the Fund paid $654,737 to OFS for services to the Fund.

        Additionally, Class Y shares are subject to minimum fees of $10,000 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 quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

37 | OPPENHEIMER EMERGING TECHNOLOGIES FUND NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B and Class C shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor’s aggregate uncompensated expenses under the plan at October 31, 2004 for Class B, Class C and Class N shares were $9,383,413, $941,081 and $81,619, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations.

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

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

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

October 31, 2004               $125,639                $426          $191,404            $9,480           $1,061

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

PAYMENTS AND WAIVERS OF EXPENSES. Following a review of its use of brokerage commissions for sales that is permitted under its investment advisory agreement, the Fund’s Manager terminated that practice in July 2003. Subsequently, the Manager paid the Fund $29,259, an amount equivalent to certain of such commissions incurred in prior years.

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, 2004, OFS waived $380,838, $418,397, $85,525, and $10,426 for Class A, Class B, Class C, and Class N shares, respectively. This undertaking may be amended or withdrawn at any time.

38 | OPPENHEIMER EMERGING TECHNOLOGIES FUND -------------------------------------------------------------------------------- 5. ILLIQUID OR RESTRICTED SECURITIES

As of October 31, 2004, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of October 31, 2004 was $347,882, which represents 0.21% of the Fund’s net assets, all of which is considered restricted. Information concerning restricted securities is as follows:

                                                   ACQUISITION                VALUATION AS OF      UNREALIZED
SECURITY                                                 DATES         COST     OCT. 31, 2004    DEPRECIATION
--------------------------------------------------------------------------------------------------------------

STOCKS AND/OR WARRANTS
Axsun Technologies, Inc., Cv., Series C               12/13/00   $8,000,007        $  224,713      $7,775,294
Blaze Network Products, Inc., 8% Cv., Series D        10/17/00    1,067,750                --       1,067,750
BroadBand Office, Inc., Cv., Series C                  8/28/00      999,980                --         999,980
Centerpoint Broadband Technologies, Inc.,
Cv., Series D                                         10/23/00    5,000,001                --       5,000,001
Centerpoint Broadband Technologies, Inc.,
Cv., Series Z                                          5/26/00      999,999                --         999,999
MicroPhotonix Integration Corp., Cv.,
Series C                                                7/6/00    1,999,999                --       1,999,999
Multiplex, Inc., Cv., Series C                          2/9/01    2,849,336            29,384       2,819,952
Questia Media, Inc., Cv., Series B                     8/18/00      999,998            93,785         906,214

-------------------------------------------------------------------------------- 6. LITIGATION

Six complaints have been filed as putative derivative and class actions against the Manager, OFS and the Distributor (collectively, “OppenheimerFunds”), as well as 51 of the Oppenheimer funds (collectively, the “Funds”) including this Fund, and nine Directors/Trustees of certain of the Funds (collectively, the “Directors/Trustees”). The complaints allege that the Manager charged excessive fees for distribution and other costs, improperly used assets of the Funds in the form of directed brokerage commissions and 12b-1 fees to pay brokers to promote sales of the Funds, and failed to properly disclose the use of Fund assets to make those payments in violation of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The complaints further allege that by permitting and/or participating in those actions, the Directors/Trustees breached their fiduciary duties to Fund shareholders under the Investment Company Act of 1940 and at common law. By order dated October 27, 2004, these six actions, and future related actions, were consolidated by the U.S. District Court for the Southern District of New York into a single consolidated proceeding in contemplation of the filing of a superseding consolidated and amended complaint.

39 | OPPENHEIMER EMERGING TECHNOLOGIES FUND NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 6. LITIGATION Continued

        OppenheimerFunds believes that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them, the Funds or the Directors/Trustees and that no estimate can yet be made with any degree of certainty as to the amount or range of any potential loss. However, OppenheimerFunds, the Funds and the Directors/Trustees believe that the allegations contained in the complaints are without merit and intend to defend these lawsuits vigorously.

40 | OPPENHEIMER EMERGING TECHNOLOGIES FUND

                                  Appendix A

                           Industry Classifications

Aerospace & Defense                  Household Products
Air Freight & Couriers               Industrial Conglomerates
Airlines                             Insurance
Auto Components                      Internet & Catalog Retail
Automobiles                          Internet Software & Services
Beverages                            IT Services
Biotechnology                        Leisure Equipment & Products
Building Products                    Machinery
Chemicals                            Marine
Consumer Finance                     Media
Commercial Banks                     Metals & Mining
Commercial Services & Supplies       Multiline Retail
Communications Equipment             Multi-Utilities
Computers & Peripherals              Office Electronics
Construction & Engineering           Oil & Gas
Construction Materials               Paper & Forest Products
Containers & Packaging               Personal Products
Distributors                         Pharmaceuticals
Diversified Financial Services       Real Estate
Diversified        Telecommunication Road & Rail
Services
Electric Utilities                   Semiconductors     and    Semiconductor
                                     Equipment
Electrical Equipment                 Software
Electronic Equipment & Instruments   Specialty Retail
Energy Equipment & Services          Textiles, Apparel & Luxury Goods
Food & Staples Retailing             Thrifts & Mortgage Finance
Food Products                        Tobacco
Gas Utilities                        Trading Companies & Distributors
Health Care Equipment & Supplies     Transportation Infrastructure
Health Care Providers & Services     Water Utilities
Hotels Restaurants & Leisure         Wireless Telecommunication Services
Household Durables










B-12

                                  Appendix B
                                  ----------

OppenheimerFunds Special Sales Charge Arrangements and Waivers
--------------------------------------------------------------

In certain cases,  the initial sales charge that applies to purchases of Class
A shares2 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  example,  waivers  relating  to
Retirement Plans do not apply to Oppenheimer  municipal funds,  because shares
of those funds are not  available  for purchase by or on behalf of  retirement
plans. Other waivers apply only to shareholders of certain funds.

For the purposes of some of the waivers  described below and in the Prospectus
and Statement of Additional  Information of the applicable  Oppenheimer funds,
the term "Retirement Plan" refers to the following types of plans:
         1) plans  qualified  under Sections  401(a) or 401(k) of the Internal
            Revenue Code,
         2) non-qualified deferred compensation plans,
         3) employee benefit plans4
         4) Group Retirement Plans5
         5) 403(b)(7) custodial plan accounts
         6) Individual  Retirement  Accounts ("IRAs"),  including  traditional
            IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

The  interpretation  of these provisions as to the  applicability of a special
arrangement  or waiver in a particular  case is in the sole  discretion of the
Distributor  or the  transfer  agent  (referred  to in  this  document  as the
"Transfer  Agent") of the  particular  Oppenheimer  fund.  These  waivers  and
special  arrangements may be amended or terminated at any time by a particular
fund, the  Distributor,  and/or  OppenheimerFunds,  Inc.  (referred to in this
document as the "Manager").

Waivers  that apply at the time shares are  redeemed  must be requested by the
shareholder and/or dealer in the redemption request.
I.    Applicability  of Class A Contingent  Deferred  Sales Charges in Certain
      Cases
------------------------------------------------------------------------------

Purchases  of Class A Shares of  Oppenheimer  Funds  That Are Not  Subject  to
Initial  Sales  Charge but May Be Subject to the Class A  Contingent  Deferred
Sales Charge (unless a waiver applies).

      There is no initial  sales  charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below.  However,  these purchases
may be subject to the Class A  contingent  deferred  sales  charge if redeemed
within 18 months  (24  months in the case of  Oppenheimer  Rochester  National
Municipals  and Rochester  Fund  Municipals)  of the beginning of the calendar
month of their  purchase,  as  described  in the  Prospectus  (unless a waiver
described   elsewhere   in  this   Appendix   applies   to  the   redemption).
Additionally,  on shares purchased under these waivers that are subject to the
Class A  contingent  deferred  sales  charge,  the  Distributor  will  pay the
applicable  concession  described in the Prospectus  under "Class A Contingent
Deferred Sales Charge."6 This waiver provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases of Class A shares by a Retirement  Plan that was  permitted to
         purchase  such shares at net asset value but subject to a  contingent
         deferred  sales charge prior to March 1, 2001.  That  included  plans
         (other than IRA or 403(b)(7)  Custodial Plans) that: 1) bought shares
         costing  $500,000 or more, 2) had at the time of purchase 100 or more
         eligible  employees  or total plan assets of $500,000 or more,  or 3)
         certified  to the  Distributor  that it  projects to have annual plan
         purchases of $200,000 or more.
|_|   Purchases  by  an   OppenheimerFunds-sponsored   Rollover  IRA,  if  the
         purchases are made:
         1) through a broker,  dealer,  bank or registered  investment adviser
            that has made special  arrangements with the Distributor for those
            purchases, or
         2) by  a  direct   rollover  of  a  distribution   from  a  qualified
            Retirement  Plan  if the  administrator  of  that  Plan  has  made
            special arrangements with the Distributor for those purchases.
|_|   Purchases  of Class A shares by  Retirement  Plans  that have any of the
         following record-keeping arrangements:
         1) The record  keeping is performed by Merrill  Lynch Pierce Fenner &
            Smith,  Inc.  ("Merrill Lynch") on a daily valuation basis for the
            Retirement   Plan.   On  the  date  the  plan  sponsor  signs  the
            record-keeping  service  agreement  with Merrill  Lynch,  the Plan
            must have $3 million or more of its assets  invested in (a) mutual
            funds,  other  than those  advised  or  managed  by Merrill  Lynch
            Investment  Management,  L.P.  ("MLIM"),  that are made  available
            under a Service  Agreement  between  Merrill  Lynch and the mutual
            fund's  principal  underwriter  or  distributor,   and  (b)  funds
            advised or managed  by MLIM (the  funds  described  in (a) and (b)
            are referred to as "Applicable Investments").
         2) The record  keeping  for the  Retirement  Plan is  performed  on a
            daily  valuation  basis  by a record  keeper  whose  services  are
            provided  under a contract or  arrangement  between the Retirement
            Plan and Merrill  Lynch.  On the date the plan  sponsor  signs the
            record keeping  service  agreement  with Merrill  Lynch,  the Plan
            must  have $3  million  or more of its  assets  (excluding  assets
            invested  in  money   market   funds)   invested   in   Applicable
            Investments.
         3) The  record  keeping  for a  Retirement  Plan is  handled  under a
            service  agreement  with  Merrill  Lynch  and on the date the plan
            sponsor  signs that  agreement,  the Plan has 500 or more eligible
            employees  (as  determined  by the Merrill  Lynch plan  conversion
            manager).
II.   Waivers of Class A Sales Charges of Oppenheimer Funds
------------------------------------------------------------------------------

A. Waivers of Initial  and  Contingent  Deferred  Sales  Charges  for  Certain
Purchasers.

Class A shares  purchased by the  following  investors  are not subject to any
Class A sales charges (and no concessions  are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former  officers,  directors,  trustees  and  employees  (and
         their  "immediate  families")  of  the  Fund,  the  Manager  and  its
         affiliates,  and  retirement  plans  established  by them  for  their
         employees.  The term  "immediate  family"  refers  to  one's  spouse,
         children,  grandchildren,   grandparents,   parents,  parents-in-law,
         brothers  and  sisters,  sons-  and  daughters-in-law,   a  sibling's
         spouse,  a spouse's  siblings,  aunts,  uncles,  nieces and  nephews;
         relatives  by virtue of a  remarriage  (step-children,  step-parents,
         etc.) are included.
|_|   Registered  management  investment  companies,  or separate  accounts of
         insurance  companies  having an  agreement  with the  Manager  or the
         Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor,  if
         they purchase  shares for their own accounts or for retirement  plans
         for their employees.
|_|   Employees and registered  representatives (and their spouses) of dealers
         or  brokers  described  above or  financial  institutions  that  have
         entered  into sales  arrangements  with such  dealers or brokers (and
         which  are  identified  as  such  to the  Distributor)  or  with  the
         Distributor.  The purchaser  must certify to the  Distributor  at the
         time  of  purchase  that  the  purchase  is for the  purchaser's  own
         account  (or for the  benefit  of such  employee's  spouse  or  minor
         children).
|_|   Dealers,  brokers,  banks or  registered  investment  advisors that have
         entered   into  an   agreement   with   the   Distributor   providing
         specifically  for  the  use of  shares  of  the  Fund  in  particular
         investment  products made available to their  clients.  Those clients
         may be charged a  transaction  fee by their dealer,  broker,  bank or
         advisor for the purchase or sale of Fund shares.
|_|   Investment  advisors  and  financial  planners  who have entered into an
         agreement  for this  purpose with the  Distributor  and who charge an
         advisory,  consulting or other fee for their  services and buy shares
         for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts,  if the purchases
         are made  through a broker or agent or other  financial  intermediary
         that has made special  arrangements  with the  Distributor  for those
         purchases.
|_|   Clients of investment  advisors or financial planners (that have entered
         into an  agreement  for this purpose  with the  Distributor)  who buy
         shares for their own accounts may also purchase  shares without sales
         charge but only if their  accounts are linked to a master  account of
         their  investment  advisor  or  financial  planner  on the  books and
         records of the broker,  agent or  financial  intermediary  with which
         the  Distributor  has made such special  arrangements . Each of these
         investors  may be  charged a fee by the  broker,  agent or  financial
         intermediary for purchasing shares.
|_|   Directors,  trustees,  officers or full-time employees of OpCap Advisors
         or its  affiliates,  their  relatives or any trust,  pension,  profit
         sharing or other  benefit  plan which  beneficially  owns  shares for
         those persons.
|_|   Accounts  for  which  Oppenheimer  Capital  (or  its  successor)  is the
         investment   advisor  (the   Distributor  must  be  advised  of  this
         arrangement)  and  persons  who  are  directors  or  trustees  of the
         company or trust which is the beneficial owner of such accounts.
|_|   A unit investment  trust that has entered into an appropriate  agreement
         with the Distributor.
|_|   Dealers,  brokers,  banks, or registered  investment  advisers that have
         entered  into an  agreement  with the  Distributor  to sell shares to
         defined contribution  employee retirement plans for which the dealer,
         broker or investment adviser provides administration services.
|_|   Retirement  Plans and  deferred  compensation  plans and trusts  used to
         fund those plans (including,  for example, plans qualified or created
         under sections 401(a),  401(k), 403(b) or 457 of the Internal Revenue
         Code),  in each case if those  purchases  are made  through a broker,
         agent  or  other  financial   intermediary   that  has  made  special
         arrangements with the Distributor for those purchases.
|_|   A  TRAC-2000  401(k)  plan  (sponsored  by the  former  Quest  for Value
         Advisors)  whose  Class B or Class C shares  of a  Former  Quest  for
         Value Fund were  exchanged for Class A shares of that Fund due to the
         termination of the Class B and Class C TRAC-2000  program on November
         24, 1995.
|_|   A qualified  Retirement  Plan that had agreed with the former  Quest for
         Value  Advisors  to  purchase  shares of any of the Former  Quest for
         Value Funds at net asset  value,  with such shares to be held through
         DCXchange,  a sub-transfer agency mutual fund clearinghouse,  if that
         arrangement  was   consummated  and  share  purchases   commenced  by
         December 31, 1996.

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

Class A shares  issued or  purchased  in the  following  transactions  are not
subject to sales charges (and no  concessions  are paid by the  Distributor on
such purchases):
|_|   Shares  issued  in  plans  of  reorganization,  such as  mergers,  asset
         acquisitions and exchange offers, to which the Fund is a party.
|_|   Shares   purchased   by  the   reinvestment   of   dividends   or  other
         distributions  reinvested  from the Fund or other  Oppenheimer  funds
         (other than Oppenheimer Cash Reserves) or unit investment  trusts for
         which reinvestment arrangements have been made with the Distributor.
      |_|   Shares  purchased  by the  reinvestment  of loan  repayments  by a
         participant  in a  Retirement  Plan  for  which  the  Manager  or  an
         affiliate acts as sponsor.

|_|   Shares purchased in amounts of less than $5.


C. Waivers  of the  Class A  Contingent  Deferred  Sales  Charge  for  Certain
Redemptions.

The Class A  contingent  deferred  sales  charge is also waived if shares that
would  otherwise  be  subject  to the  contingent  deferred  sales  charge are
redeemed in the following cases:
|_|   To make Automatic  Withdrawal Plan payments that are limited annually to
         no more than 12% of the account value adjusted annually.
|_|   Involuntary  redemptions  of shares by operation  of law or  involuntary
         redemptions of small accounts  (please refer to "Shareholder  Account
         Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans,  deferred compensation plans or
         other employee benefit plans for any of the following purposes:
         1) Following  the death or  disability  (as  defined in the  Internal
            Revenue  Code) of the  participant  or  beneficiary.  The death or
            disability  must  occur  after  the   participant's   account  was
            established.
         2) To return excess contributions.
         3) To return contributions made due to a mistake of fact.
         4) Hardship withdrawals, as defined in the plan.7
         5) Under a  Qualified  Domestic  Relations  Order,  as defined in the
            Internal  Revenue  Code,  or, in the case of an IRA,  a divorce or
            separation  agreement  described in Section  71(b) of the Internal
            Revenue Code.
         6) To meet the  minimum  distribution  requirements  of the  Internal
            Revenue Code.
         7) To make  "substantially  equal periodic  payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.
         9) Separation from service.8
         10)      Participant-directed  redemptions  to  purchase  shares of a
            mutual  fund  (other  than a fund  managed  by  the  Manager  or a
            subsidiary   of  the   Manager)  if  the  plan  has  made  special
            arrangements with the Distributor.
         11)      Plan  termination  or  "in-service  distributions,"  if  the
            redemption    proceeds   are   rolled   over    directly   to   an
            OppenheimerFunds-sponsored IRA.
|_|   For  distributions  from 401(k) plans sponsored by  broker-dealers  that
         have entered into a special  agreement with the Distributor  allowing
         this waiver.
|_|   For  distributions  from retirement  plans that have $10 million or more
         in plan assets and that have  entered into a special  agreement  with
         the Distributor.
|_|   For  distributions  from retirement plans which are part of a retirement
         plan product or platform  offered by certain  banks,  broker-dealers,
         financial advisors,  insurance companies or record keepers which have
         entered into a special agreement with the Distributor.
III.  Waivers  of Class B, Class C and Class N Sales  Charges  of  Oppenheimer
      Funds
--------------------------------------------------------------------------------

The Class B, Class C and Class N contingent  deferred  sales  charges will not
be applied to shares  purchased in certain types of  transactions  or redeemed
in certain circumstances described below.

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N  contingent  deferred  sales  charges will be
waived for redemptions of shares in the following cases:
|_|   Shares  redeemed  involuntarily,  as described in  "Shareholder  Account
         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions  from accounts  other than  Retirement  Plans  following the
         death or disability of the last surviving  shareholder.  The death or
         disability must have occurred after the account was established,  and
         for  disability  you must  provide  evidence  of a  determination  of
         disability by the Social Security Administration.
|_|   The   contingent   deferred  sales  charges  are  generally  not  waived
         following  the death or  disability  of a grantor  or  trustee  for a
         trust  account.  The  contingent  deferred sales charges will only be
         waived in the  limited  case of the death of the trustee of a grantor
         trust or  revocable  living  trust for which the  trustee is also the
         sole  beneficiary.  The death or disability  must have occurred after
         the account was  established,  and for  disability  you must  provide
         evidence of a  determination  of  disability  by the Social  Security
         Administration.
|_|   Distributions  from accounts for which the  broker-dealer  of record has
         entered into a special  agreement with the Distributor  allowing this
         waiver.
|_|   Redemptions  of Class B shares held by  Retirement  Plans whose  records
         are  maintained  on a daily  valuation  basis by Merrill  Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S.  Government Trust from
         accounts of clients of financial  institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions  requested in writing by a Retirement  Plan sponsor of Class
         C shares of an  Oppenheimer  fund in amounts of  $500,000 or more and
         made more than 12 months after the  Retirement  Plan's first purchase
         of Class C shares,  if the redemption  proceeds are invested in Class
         N shares of one or more Oppenheimer funds.
|_|   Distributions9  from  Retirement  Plans or other employee  benefit plans
         for any of the following purposes:
         1) Following  the death or  disability  (as  defined in the  Internal
            Revenue  Code) of the  participant  or  beneficiary.  The death or
            disability  must  occur  after  the   participant's   account  was
            established in an Oppenheimer fund.
         2) To return excess contributions made to a participant's account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.10
         5) To  make   distributions   required  under  a  Qualified  Domestic
            Relations  Order  or,  in  the  case  of  an  IRA,  a  divorce  or
            separation  agreement  described in Section  71(b) of the Internal
            Revenue Code.
         6) To meet the  minimum  distribution  requirements  of the  Internal
            Revenue Code.
         7) To make  "substantially  equal periodic  payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.11
         9) On account of the participant's separation from service.12
         10)      Participant-directed  redemptions  to  purchase  shares of a
            mutual  fund  (other  than a fund  managed  by  the  Manager  or a
            subsidiary of the Manager)  offered as an  investment  option in a
            Retirement  Plan if the plan has made  special  arrangements  with
            the Distributor.
         11)      Distributions  made  on  account  of a plan  termination  or
            "in-service" distributions,  if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For  distributions  from a  participant's  account  under an
            Automatic  Withdrawal Plan after the participant  reaches age 59 1/2,
            as long as the  aggregate  value  of the  distributions  does  not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic  Withdrawal
            Plan  for  an  account  other  than  a  Retirement  Plan,  if  the
            aggregate  value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For   distributions   from   401(k)   plans   sponsored   by
            broker-dealers  that have entered into a special  arrangement with
            the Distributor allowing this waiver.
      Redemptions  of Class B shares  or  Class C  shares  under an  Automatic
         Withdrawal  Plan from an account other than a Retirement  Plan if the
         aggregate  value of the  redeemed  shares  does not exceed 10% of the
         account's value annually.

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

The  contingent  deferred  sales  charge is also waived on Class B and Class C
shares sold or issued in the following cases:
|_|   Shares sold to the Manager or its affiliates.
|_|   Shares sold to registered  management  investment  companies or separate
         accounts of insurance  companies having an agreement with the Manager
         or the Distributor for that purpose.
|_|   Shares issued in plans of reorganization to which the Fund is a party.
|_|   Shares  sold to  present  or former  officers,  directors,  trustees  or
         employees  (and  their  "immediate  families"  as  defined  above  in
         Section  I.A.)  of the  Fund,  the  Manager  and its  affiliates  and
         retirement plans established by them for their employees.
IV.   Special  Sales  Charge   Arrangements   for   Shareholders   of  Certain
      Oppenheimer Funds Who Were Shareholders of Former Quest for Value Funds
------------------------------------------------------------------------------

The initial and  contingent  deferred sales charge rates and waivers for Class
A, Class B and Class C shares  described  in the  Prospectus  or  Statement of
Additional  Information  of the  Oppenheimer  funds are  modified as described
below for certain persons who were  shareholders of the former Quest for Value
Funds. To be eligible,  those persons must have been  shareholders on November
24, 1995, when  OppenheimerFunds,  Inc. became the investment advisor to those
former Quest for Value Funds. Those funds include:
   Oppenheimer Quest Value Fund, Inc.   Oppenheimer Small Cap Value Fund
   Oppenheimer Quest Balanced  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:
|_|   acquired  by such  shareholder  pursuant  to an exchange of shares of an
         Oppenheimer  fund that was one of the Former  Quest for Value  Funds,
         or
|_|   purchased  by  such   shareholder  by  exchange  of  shares  of  another
         Oppenheimer fund that were acquired  pursuant to the merger of any of
         the Former Quest for Value Funds into that other  Oppenheimer fund on
         November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

|X|   Reduced Class A Initial Sales Charge Rates for Certain  Former Quest for
Value Funds Shareholders.

Purchases  by Groups  and  Associations.  The  following  table sets forth the
initial  sales  charge  rates  for  Class A shares  purchased  by  members  of
"Associations"  formed for any purpose other than the purchase of  securities.
The rates in the table apply if that  Association  purchased  shares of any of
the Former  Quest for Value  Funds or  received a proposal  to  purchase  such
shares from OCC Distributors prior to November 24, 1995.

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

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

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

|X|   Waiver  of  Class A Sales  Charges  for  Certain  Shareholders.  Class A
shares  purchased by the  following  investors  are not subject to any Class A
initial or contingent deferred sales charges:
o     Shareholders  who  were  shareholders  of the AMA  Family  of  Funds  on
            February  28,  1991 and who  acquired  shares of any of the Former
            Quest for Value Funds by merger of a  portfolio  of the AMA Family
            of Funds.
o     Shareholders  who acquired  shares of any Former Quest for Value Fund by
            merger of any of the portfolios of the Unified Funds.

|X|   Waiver  of  Class  A  Contingent   Deferred   Sales  Charge  in  Certain
Transactions.  The Class A contingent  deferred sales charge will not apply to
redemptions  of Class A shares  purchased by the following  investors who were
shareholders of any Former Quest for Value Fund:

      Investors who purchased  Class A shares from a dealer that is or was not
permitted to receive a sales load or  redemption  fee imposed on a shareholder
with  whom that  dealer  has a  fiduciary  relationship,  under  the  Employee
Retirement Income Security Act of 1974 and regulations adopted under that law.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

|X|   Waivers for  Redemptions of Shares  Purchased Prior to March 6, 1995. In
the following cases,  the contingent  deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer  fund. The
shares must have been  acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer  fund that was a Former Quest
for Value Fund or into which such fund  merged.  Those  shares  must have been
purchased prior to March 6, 1995 in connection with:
|_|   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
|_|   liquidation of a shareholder's  account if the aggregate net asset value
            of shares  held in the account is less than the  required  minimum
            value of such accounts.

|X|   Waivers for  Redemptions  of Shares  Purchased on or After March 6, 1995
but Prior to  November  24,  1995.  In the  following  cases,  the  contingent
deferred  sales charge will be waived for  redemptions  of Class A, Class B or
Class C shares of an  Oppenheimer  fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange  from
an Oppenheimer  fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged.  Those shares must have been  purchased on
or after March 6, 1995, but prior to November 24, 1995:
|_|   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);
|_|   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
|_|   liquidation of a shareholder's  account if the aggregate net asset value
            of shares  held in the account is less than the  required  minimum
            account value.

      A  shareholder's  account  will  be  credited  with  the  amount  of any
contingent  deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the  Oppenheimer  fund described in this section if the
proceeds  are  invested  in the same  Class of shares in that fund or  another
Oppenheimer fund within 90 days after redemption.
V.    Special  Sales  Charge   Arrangements   for   Shareholders   of  Certain
      Oppenheimer  Funds  Who  Were  Shareholders  of  Connecticut   Mutual
      Investment Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent  deferred sale charge rates and waivers for Class A
and Class B shares  described in the respective  Prospectus (or this Appendix)
of the  following  Oppenheimer  funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Bond Fund,
   Oppenheimer Value Fund and
   Oppenheimer Disciplined Allocation Fund
are  modified  as  described  below  for  those  Fund  shareholders  who  were
shareholders of the following  funds  (referred to as the "Former  Connecticut
Mutual  Funds")  on March 1,  1996,  when  OppenheimerFunds,  Inc.  became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account      Connecticut   Mutual   Total  Return
   Account
   Connecticut Mutual Government Securities Account   CMIA   LifeSpan    Capital
   Appreciation Account
   Connecticut Mutual Income Account      CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account      CMIA Diversified Income Account

A. Prior Class A CDSC and Class A Sales Charge Waivers.

|X|   Class A Contingent  Deferred  Sales Charge.  Certain  shareholders  of a
Fund and the other  Former  Connecticut  Mutual Funds are entitled to continue
to make  additional  purchases of Class A shares at net asset value  without a
Class A initial sales charge,  but subject to the Class A contingent  deferred
sales  charge that was in effect  prior to March 18, 1996 (the "prior  Class A
CDSC").  Under the prior  Class A CDSC,  if any of those  shares are  redeemed
within one year of purchase,  they will be assessed a 1%  contingent  deferred
sales  charge on an amount  equal to the current  market value or the original
purchase price of the shares sold,  whichever is smaller (in such redemptions,
any shares not subject to the prior Class A CDSC will be redeemed first).

      Those shareholders who are eligible for the prior Class A CDSC are:
         1) persons  whose  purchases  of Class A shares  of a Fund and  other
            Former  Connecticut  Mutual Funds were $500,000 prior to March 18,
            1996,  as a result of direct  purchases or  purchases  pursuant to
            the  Fund's   policies   on  Combined   Purchases   or  Rights  of
            Accumulation,  who still hold  those  shares in that Fund or other
            Former Connecticut Mutual Funds, and
         2) persons whose  intended  purchases  under a Statement of Intention
            entered  into prior to March 18,  1996,  with the  former  general
            distributor  of the Former  Connecticut  Mutual  Funds to purchase
            shares valued at $500,000 or more over a 13-month  period entitled
            those persons to purchase  shares at net asset value without being
            subject to the Class A initial sales charge

      Any of the  Class A shares of a Fund and the  other  Former  Connecticut
Mutual  Funds that were  purchased at net asset value prior to March 18, 1996,
remain  subject to the prior  Class A CDSC,  or if any  additional  shares are
purchased  by  those   shareholders  at  net  asset  value  pursuant  to  this
arrangement they will be subject to the prior Class A CDSC.

|X|   Class A Sales Charge  Waivers.  Additional  Class A shares of a Fund may
be purchased  without a sales charge,  by a person who was in one (or more) of
the categories  below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
         1) any purchaser,  provided the total initial amount  invested in the
            Fund or any one or more of the  Former  Connecticut  Mutual  Funds
            totaled $500,000 or more,  including  investments made pursuant to
            the  Combined  Purchases,  Statement  of  Intention  and Rights of
            Accumulation  features  available  at  the  time  of  the  initial
            purchase and such  investment  is still held in one or more of the
            Former  Connecticut  Mutual  Funds or a Fund into  which such Fund
            merged;
         2) any  participant  in a  qualified  plan,  provided  that the total
            initial  amount  invested  by the  plan in the  Fund or any one or
            more of the Former  Connecticut  Mutual Funds totaled  $500,000 or
            more;
         3) Directors   of  the  Fund  or  any  one  or  more  of  the  Former
            Connecticut Mutual Funds and members of their immediate families;
         4) employee  benefit plans sponsored by Connecticut  Mutual Financial
            Services,  L.L.C.  ("CMFS"),  the prior  distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
         5) one or more  members  of a group of at least  1,000  persons  (and
            persons  who are  retirees  from such  group)  engaged in a common
            business,  profession,  civic  or  charitable  endeavor  or  other
            activity,  and the  spouses and minor  dependent  children of such
            persons,  pursuant to a marketing  program  between  CMFS and such
            group; and
         6) an  institution  acting as a fiduciary on behalf of an  individual
            or individuals,  if such  institution was directly  compensated by
            the  individual(s)  for recommending the purchase of the shares of
            the  Fund  or any one or more  of the  Former  Connecticut  Mutual
            Funds, provided the institution had an agreement with CMFS.

      Purchases  of Class A shares  made  pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former  Connecticut  Mutual Funds described
above.

      Additionally,  Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable  annuity  contract issued in New York State
by Connecticut  Mutual Life Insurance  Company  through the Panorama  Separate
Account which is beyond the applicable  surrender  charge period and which was
used to fund a qualified plan, if that holder  exchanges the variable  annuity
contract proceeds to buy Class A shares of the Fund.

B. Class A and Class B Contingent Deferred Sales Charge Waivers.

In addition to the waivers set forth in the  Prospectus  and in this Appendix,
above, the contingent  deferred sales charge will be waived for redemptions of
Class A and  Class B  shares  of a Fund  and  exchanges  of Class A or Class B
shares  of a Fund  into  Class A or  Class B shares  of a  Former  Connecticut
Mutual  Fund  provided  that the  Class A or Class B shares  of the Fund to be
redeemed or exchanged  were (i) acquired  prior to March 18, 1996 or (ii) were
acquired by exchange from an  Oppenheimer  fund that was a Former  Connecticut
Mutual Fund.  Additionally,  the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:
   1) by the estate of a deceased shareholder;
   2) upon the disability of a shareholder,  as defined in Section 72(m)(7) of
      the Internal Revenue Code;
   3) for   retirement   distributions   (or   loans)   to   participants   or
      beneficiaries  from retirement  plans qualified under Sections 401(a) or
      403(b)(7)of the Code, or from IRAs, deferred  compensation plans created
      under Section 457 of the Code, or other employee benefit plans;
   4) as  tax-free  returns  of excess  contributions  to such  retirement  or
      employee benefit plans;
   5) in  whole or in part,  in  connection  with  shares  sold to any  state,
      county,  or city,  or any  instrumentality,  department,  authority,  or
      agency  thereof,  that is prohibited by applicable  investment laws from
      paying a sales charge or concession  in connection  with the purchase of
      shares of any registered investment management company;
   6) in  connection  with  the  redemption  of  shares  of the  Fund due to a
      combination  with  another  investment  company  by  virtue of a merger,
      acquisition or similar reorganization transaction;
   7) in  connection  with  the  Fund's  right  to  involuntarily   redeem  or
      liquidate the Fund;
   8) in connection  with automatic  redemptions of Class A shares and Class B
      shares in certain  retirement  plan  accounts  pursuant to an  Automatic
      Withdrawal  Plan but limited to no more than 12% of the  original  value
      annually; or
   9) as  involuntary  redemptions  of shares by  operation  of law,  or under
      procedures  set forth in the Fund's  Articles  of  Incorporation,  or as
      adopted by the Board of Directors of the Fund.
VI.   Special Reduced Sales Charge for Former  Shareholders of Advance America
      Funds, Inc.
------------------------------------------------------------------------------

Shareholders of Oppenheimer  Municipal Bond Fund,  Oppenheimer U.S. Government
Trust,  Oppenheimer  Strategic Income Fund and Oppenheimer Capital Income Fund
who  acquired  (and  still  hold)  shares  of those  funds as a result  of the
reorganization   of  series  of  Advance   America  Funds,   Inc.  into  those
Oppenheimer  funds on October 18, 1991, and who held shares of Advance America
Funds,  Inc.  on March 30,  1990,  may  purchase  Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII.  Sales  Charge  Waivers  on  Purchases  of Class M Shares of  Oppenheimer
      Convertible Securities Fund
------------------------------------------------------------------------------

Oppenheimer  Convertible  Securities  Fund  (referred to as the "Fund" in this
section) may sell Class M shares at net asset value  without any initial sales
charge to the classes of investors  listed below who, prior to March 11, 1996,
owned  shares  of the  Fund's  then-existing  Class A and  were  permitted  to
purchase those shares at net asset value without sales charge:
|_|   the Manager and its affiliates,
|_|   present or former  officers,  directors,  trustees  and  employees  (and
         their  "immediate  families"  as defined in the Fund's  Statement  of
         Additional  Information) of the Fund, the Manager and its affiliates,
         and  retirement  plans  established  by them or the prior  investment
         advisor of the Fund for their employees,
|_|   registered  management  investment  companies  or  separate  accounts of
         insurance  companies  that had an  agreement  with the  Fund's  prior
         investment advisor or distributor for that purpose,
|_|   dealers or brokers that have a sales agreement with the Distributor,  if
         they purchase  shares for their own accounts or for retirement  plans
         for their employees,
|_|   employees and registered  representatives (and their spouses) of dealers
         or  brokers   described  in  the   preceding   section  or  financial
         institutions  that have  entered into sales  arrangements  with those
         dealers  or  brokers  (and  whose  identity  is  made  known  to  the
         Distributor)  or with  the  Distributor,  but  only if the  purchaser
         certifies  to the  Distributor  at the  time  of  purchase  that  the
         purchaser meets these qualifications,
|_|   dealers,  brokers,  or registered  investment  advisors that had entered
         into an agreement with the  Distributor  or the prior  distributor of
         the Fund specifically  providing for the use of Class M shares of the
         Fund  in  specific   investment  products  made  available  to  their
         clients, and
|_|   dealers,  brokers or  registered  investment  advisors  that had entered
         into an agreement with the  Distributor  or prior  distributor of the
         Fund's  shares  to  sell  shares  to  defined  contribution  employee
         retirement plans for which the dealer,  broker, or investment advisor
         provides administrative services.







Oppenheimer Emerging Technologies Fund

Internet Website
      www.oppenheimerfunds.com
      ------------------------

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

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

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

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005

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

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


PX765.001.0205


--------
1 In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
2 Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
3 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
4 An "employee benefit plan" means any plan or arrangement, whether or not it
is "qualified" under the Internal Revenue Code, under which Class N shares of
an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
5 The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
6 However, that concession will not be paid on purchases of shares in amounts
of $1 million or more (including any right of accumulation) by a Retirement
Plan that pays for the purchase with the redemption proceeds of Class C
shares of one or more Oppenheimer funds held by the Plan for more than one
year.
7 This provision does not apply to IRAs.
8 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
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 EMERGING TECHNOLOGIES FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits
------------------


(a)   Declaration of Trust dated February 25, 2000:  Previously filed with the
Initial Registration Statement of the Fund (Reg. No. 333-32108),  3/10/00, and
incorporated by reference.

(b)   By-Laws:  Previously  filed with the Initial  Registration  Statement of
the Fund (Reg. No. 333-32108), 3/10/00, and incorporated by reference.

(c)   (i)  Specimen  Class A Share  Certificate:  Previously  filed  with  the
Initial Registration Statement of the Fund (Reg. No. 333-32108),  3/10/00, and
incorporated by reference.

      (ii)  Specimen  Class B Share  Certificate:  Previously  filed  with the
Initial Registration Statement of the Fund (Reg. No. 333-32108),  3/10/00, and
incorporated by reference.

      (iii)  Specimen  Class C Share  Certificate:  Previously  filed with the
Initial Registration Statement of the Fund (Reg. No. 333-32108),  3/10/00, and
incorporated by reference.

      (iv)  Specimen  Class  N  Share   Certificate:   Previously  filed  with
Registrant's  Post-Effective  Amendment No. 1,  (12/14/00),  and  incorporated
herein by reference.

      (v)  Specimen  Class Y Share  Certificate:  Previously  filed  with  the
Initial Registration Statement of the Fund (Reg. No. 333-32108),  3/10/00, and
incorporated by reference.


(d)   Amended and Restated  Investment  Advisory  Agreement  dated  January 1,
2005: Filed herewith .


(e)   (i) General  Distributor's  Agreement  dated 4/25/00:  Previously  filed
with Registrant's  Pre-Effective Amendment No. 3, (4/25/00),  and incorporated
herein by reference.

      (ii) Form of Dealer  Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (iii) Form of Broker Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (iv) Form of Agency  Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (v)   Form  of   Trust   Company   Fund/SERV   Purchase   Agreement   of
OppenheimerFunds  Distributor,  Inc.:  Previously  filed  with  Post-Effective
Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund
(Reg. No. 2-62076), 10/26/01, and incorporated herein by reference.

      (vi)  Form  of  Trust  Company  Agency  Agreement  of   OppenheimerFunds
Distributor,  Inc.:  Previously filed with Post-Effective  Amendment No. 45 to
the Registration  Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.

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

(g)   (i) Global  Custodial  Services  Agreement dated July 15, 2003,  between
Registrant  and  Citibank,  N.A.:  Previously  filed  with  the  Pre-Effective
Amendment No. 1 to the  Registration  Statement of  Oppenheimer  International
Large-Cap Core Trust (Reg. No.  333-106014),  8/5/03, and incorporated  herein
by reference.

      (ii) Amended and Restated  Foreign Custody  Manager  Agreement dated May
31, 2001, as amended July 15, 2003,  between  Registrant  and  Citibank,  N.A:
Previously  filed with the  Pre-Effective  Amendment No. 1 to the Registration
Statement  of  Oppenheimer   International  Large-Cap  Core  Trust  (Reg.  No.
333-106014), 8/5/03, and incorporated herein by reference.

(h)   Not applicable.

(i)   Opinion  and Consent of Counsel  dated  4/25/00:  Previously  filed with
Registrant's  Pre-Effective  Amendment  No.  3,  (4/25/00),  and  incorporated
herein by reference.


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


(k)   Not applicable.

(l)   Investment   Letter   dated  4/7/00  from   OppenheimerFunds,   Inc.  to
Registrant:  Previously filed with Registrant's Pre-Effective Amendment No. 3,
(4/25/00), and incorporated herein by reference.


(m)   (i) Amended and Restated  Service Plan and  Agreement for Class A shares
dated April 15, 2004: under rule 12b-1 of the Investment  Company Act of 1940:
filed herewith.


      (ii)  Distribution  and Service  Plan and  Agreement  for Class B shares
dated  April  25,  2000:  Previously  filed  with  Registrant's  Pre-Effective
Amendment No. 3, (4/25/00), and incorporated herein by reference.


      (iii) Amended and Restated  Distribution  and Service Plan and Agreement
for Class C shares dated 2/18/04 underl Rule 12b-1 of the  Investment  Company
Act of 1940: Filed herewith..


      (iv)  Distribution  and Service  Plan and  Agreement  for Class N shares
dated  October 12, 2000.  Previously  filed with  Registrant's  Post-Effective
Amendment No. 1, (12/14/00), and incorporated herein by reference.


(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
09/15/04:  previously  filed  with  Post-Effective  Amendment  No.  24 to  the
Registration  Statement of Oppenheimer Cash Reserves Fund (Reg. No. 33-23223),
09/27/04, and incorporated herein by reference.

(o)   (i) Powers of Attorney for Brian Wixted, all Trustees/Directors;  except
for Mary Miller:  Previously filed with Post-Effective Amendment No. 62 to the
Registration   Statement  of  Oppenheimer  Growth  Fund  (Reg.  No.  2-45272),
10/22/04, and incorporated herein by reference

      (ii.)  Powers  of  Attorney  for  Mary  Miller:  Previously  filed  with
Post-Effective  Amendment No. 79 to the Registration  Statement of Oppenheimer
Global  Fund  (Reg.  No.  2-31661),   11/26/04,  and  incorporated  herein  by
reference.

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

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


None.


Item 25. - Indemnification
--------------------------

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and  Restated   Declaration  of  Trust   referenced  in  Item  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

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

Lizbeth Aaron-DiGiovanni,      Formerly  Vice  President  (April 2000) and First
Vice President                 Vice  President   (February  2003-July  2004)  of
                               Citigroup Global Markets Inc.

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

Timothy L. Abbuhl,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Emeline S. Adwers,             Formerly  Senior  Analyst  at  Palantir   Capital
Vice President                 (November 1999-January 2003).

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

Robert Agan,                   Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.,  Shareholder Financial Services,  Inc., OFI
                               Private  Investments,  Inc. and Centennial  Asset
                               Management Corporation;  Senior Vice President of
                               Shareholders Services, Inc.

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

Carl Algermissen,              Formerly  Associate  Counsel and Legal Compliance
Assistant   Vice  President  & Officer at Great  West-Life  & Annuity  Insurance
Associate Counsel              Co.  (February  2004-October  2004);   previously
                               with   INVESCO    Funds   Group,    Inc.    (June
                               1993-December  2003),  most  recently  as  Senior
                               Staff Attorney.

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

Michael Amato,                 None
Assistant Vice President

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

Erik Anderson,                 None
Assistant Vice President

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

Tracey Beck Apostolopoulos,    Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.

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

Janette Aprilante,             Secretary     (since     December    2001)    of:
Vice President & Secretary     OppenheimerFunds  Distributor,  Inc.,  Centennial
                               Asset   Management    Corporation,    Oppenheimer
                               Partnership  Holdings,   Inc.,  Oppenheimer  Real
                               Asset  Management,  Inc.,  Shareholder  Financial
                               Services,  Inc.,  Shareholder Services,  Inc. and
                               OppenheimerFunds  Legacy Program;  (since January
                               2005)   of    Trinity    Investment    Management
                               Corporation.  Secretary  (since  June  2003)  of:
                               HarbourView  Asset  Management  Corporation,  OFI
                               Private  Investments,  Inc. and OFI Institutional
                               Asset  Management,   Inc.   Assistant   Secretary
                               (since December 2001) of OFI Trust Company.

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

Hany S. Ayad,                  None
Assistant Vice President

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

Robert Baker,                  None
Assistant Vice President

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

John Michael Banta,            None
Assistant Vice President

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

Joanne Bardell,                None
Assistant Vice President

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

Kevin Baum,                    None
Vice President

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

Jeff Baumgartner,              None
Assistant Vice President

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

Connie Bechtolt,               None
Assistant Vice President

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

Lalit K. Behal                 Assistant    Secretary   of   HarbourView   Asset
Assistant Vice President       Management Corporation.

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

Kathleen Beichert,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Gerald Bellamy,                Assistant  Vice  President  of OFI  Institutional
Assistant Vice President       Asset Management, Inc.

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

Erik S. Berg,                  None
Assistant Vice President

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

Rajeev Bhaman,                 None
Vice President

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

Craig Billings,                None
Assistant Vice President

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

Mark Binning,                  None
Assistant Vice President

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

Robert J. Bishop,              Treasurer     (since     October     2003)     of
Vice President                 OppenheimerFunds     Distributor,     Inc.    and
                               Centennial Asset Management Corporation.

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

John R. Blomfield,             None
Vice President

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

Lisa I. Bloomberg,             Formerly   First  Vice  President  and  Associate
Vice   President  &  Associate General  Counsel of UBS  Financial  Services Inc.
Counsel                        (May 1999-May 2004).

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

Veronika Boesch,               Formerly  (until  February  2004) an  independent
Assistant Vice President       consultant/coach in organizational development.

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

Chad Boll,                     None
Vice President

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

Antulio N. Bomfim,             A  senior  economist  with  the  Federal  Reserve
Vice President                 Board (June 1992-October 2003).

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

John C. Bonnell,               Vice  President of  Centennial  Asset  Management
Vice President                 Corporation.  Formerly  a  Portfolio  Manager  at
                               Strong Financial Corporation (May 1999-May 2004).

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

Michelle Borre Massick,        None
Vice President

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

Lori E. Bostrom,               Formerly Vice President and Corporate  Counsel at
Vice    President   &   Senior Prudential   Financial   Inc.   (October  2002  -
Counsel                        November 2004).

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

John Boydell,                  None
Assistant Vice President

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

Michael Bromberg,              None
Assistant Vice President

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

Lowell Scott Brooks,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Joan Brunelle,                 None
Vice President

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

Paul Burke,                    None
Assistant Vice President

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

Mark Burns,                    None
Assistant Vice President

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

Jeoffrey Caan,                 Formerly  Vice  President  of ABN AMRO  NA,  Inc.
Vice President                 (June 2002-August 2003).

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

Catherine Carroll,             None
Assistant Vice President

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

Debra Casey,                   None
Assistant Vice President

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

Maria Castro,                  None
Assistant Vie President

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

Lisa Chaffee,                  None
Assistant Vice President

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

Charles Chibnik,               None
Assistant Vice President

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

Brett Clark,                   None
Assistant Vice President

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

H.C. Digby Clements,           None
Vice   President:    Rochester
Division

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

Peter V. Cocuzza,              None
Vice President

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

Gerald James Conception,       Formerly  (until  November 2004) an RIA Marketing
Assistant Vice President       Associate of OppenheimerFunds, Inc.

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

Susan Cornwell,                Vice  President of  Centennial  Asset  Management
Vice President                 Corporation,   Shareholder   Financial  Services,
                               Inc. and OppenheimerFunds  Legacy Program; Senior
                               Vice President of Shareholder Services, Inc.

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

Scott Cottier,                 None
Vice   President:    Rochester
Division

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

Laura Coulston,                None
Assistant Vice President

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

Julie C. Cusker,               None
Assistant Vice President:
Rochester Division

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

George Curry,                  None.
Vice President

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

John Damian,                   None
Vice President

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

John M. Davis,                 Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.

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

Craig P. Dinsell,              None
Executive Vice President

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

Randall C. Dishmon,            None
Assistant Vice President

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

Rebecca K. Dolan               None
Vice President

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

Steven D. Dombrower,           Senior    Vice    President    of   OFI   Private
Vice President                 Investments,     Inc.;    Vice    President    of
                               OppenheimerFunds Distributor, Inc.

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

Thomas Doyle,                  None
Assistant Vice President

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

Bruce C. Dunbar,               None
Senior Vice President

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

Brian Dvorak,                  None
Assistant Vice President

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

Richard Edmiston,              None
Vice President

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

Daniel R. Engstrom,            None
Assistant Vice President

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

James Robert Erven             None
Assistant Vice President

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

George R. Evans,               None
Senior  Vice   President   and
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
Assistant Vice President       HarbourView Asset Management Corporation.

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

Scott T. Farrar,               Vice President of OFI Private Investments, Inc.
Vice President

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

Thomas Farrell,                None
Assistant Vice President

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

Emmanuel Ferreira,             Formerly  a  portfolio   manager   with   Lashire
Vice President                 Investments (July 1999-December 2002).

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

Ronald H. Fielding,            Vice President of  OppenheimerFunds  Distributor,
Senior Vice President;         Inc.;  Director of ICI Mutual Insurance  Company;
Chairman   of  the   Rochester Governor of St. John's  College;  Chairman of the
Division                       Board of  Directors  of  International  Museum of
                               Photography at George Eastman House.

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

Bradley G. Finkle,             Formerly Head of Business  Management/Proprietary
Vice President                 Distribution   at  Citigroup   Asset   Management
                               (August 1986-September 2004).

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

Brian Finley,                  None
Assistant Vice President

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

John E. Forrest,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Jordan Hayes Foster,           Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.

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

David Foxhoven,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.

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

Colleen M. Franca,             None
Assistant Vice President

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

Dominic Freud,                 Formerly,   a   Partner   and   European   Equity
Vice President                 Portfolio  manager  at  SLS  Management  (January
                               2002-February 2003).

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

Dan Gagliardo,                 None
Assistant Vice President

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

Hazem Gamal,                   None
Assistant Vice President

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

Seth Gelman,                   Formerly  an  Associate  in the Asset  Management
Vice President                 Legal   Department   at   Goldman   Sachs  &  Co.
                               (February 2003-August 2004).

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

Subrata Ghose,                 None
Assistant Vice President

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

Charles W. Gilbert,            None
Assistant Vice President

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

Phillip S. Gillespie,          Formerly  First Vice  President of Merrill  Lynch
Senior   Vice    President   & Investment Management (2001 to September 2004).
Deputy General Counsel

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

Alan C. Gilston,               None
Vice President

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

Jill E. Glazerman,             None
Vice President

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

Bejamin J. Gord,               Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc..

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

Laura Granger,                 None
Vice President

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

Robert B. Grill,               None
Senior Vice President

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

Robert Haley,                  None
Assistant Vice President

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

Marilyn Hall,                  None
Vice President

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

Kelly Haney,                   None
Assistant Vice President

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

Steve Hauenstein,              None
Assistant Vice President

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

Thomas B. Hayes,               None
Vice President

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

Dennis Hess,                   None
Assistant Vice President

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

Joseph Higgins,                Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.

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

Dorothy F. Hirshman,           None
Vice President

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

Daniel Hoelscher,              None
Assistant Vice President

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

Edward Hrybenko,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Scott T. Huebl,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.

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

Margaret Hui,                  None
Assistant Vice President

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

John Huttlin,                  Senior   Vice   President    (Director   of   the
Vice President                 International  Division)  (since January 2004) of
                               OFI   Institutional   Asset   Management,   Inc.;
                               Director  (since  June 2003) of  OppenheimerFunds
                               (Asia) Limited

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

Corry E. Hyer,                 None
Assistant Vice President

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

James G. Hyland,               None
Assistant Vice President

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

Steve P. Ilnitzki,             Vice President of  OppenheimerFunds  Distributor,
Senior Vice President          Inc.

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

Kelly Bridget Ireland,         Vice   President    (since   January   2004)   of
Vice President                 OppenheimerFunds   Distributor   Inc.   Formerly,
                               Director  of  INVESCO  Distributors  Inc.  (April
                               2000-December 2003).

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

Kathleen T. Ives,              Vice   President  and   Assistant   Secretary  of
Vice     President,     Senior OppenheimerFunds     Distributor,     Inc.    and
Counsel     and      Assistant Shareholder  Services,  Inc.; Assistant Secretary
Secretary                      of  Centennial  Asset   Management   Corporation,
                               OppenheimerFunds  Legacy Program and  Shareholder
                               Financial Services, Inc.

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

William Jaume,                 Senior  Vice  President  of   HarbourView   Asset
Vice President                 Management   Corporation  and  OFI  Institutional
                               Asset  Management,  Inc.;  Director  of OFI Trust
                               Company.

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

Frank V. Jennings,             None
Vice President

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

John Jennings,                 None
Vice President

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

John Michael Johnson,          None
Assistant Vice President

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

Lisa Kadehjian,                Formerly Vice President,  Compensation Manager at
Assistant Vice President       The  Bank  of New  York  (November  1996-November
                               2004).

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

Charles Kandilis,              None
Vice President

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

Jennifer E. Kane,              None
Vice President

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

Lynn O. Keeshan,               Assistant  Treasurer of  OppenheimerFunds  Legacy
Senior Vice President          Program

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

Thomas W. Keffer,              None
Senior Vice President

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

Cristina J. Keller,            Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Michael Keogh,                 Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Martin S. Korn,                Formerly  a  Senior  Vice  President  at  Bank of
Senior Vice President          America   (Wealth   and   Investment   Management
                               Technology Group) (March 2002-August 2004).

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

James Kourkoulakos,            None
Vice President

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

Brian Kramer,                  None
Assistant Vice President

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

Paul Kunz,                     None
Assistant Vice President

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

Lisa Lamentino,                None
Vice President

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

John W. Land,                  Formerly  Human  Resources   Manager  at  Goldman
Assistant Vice President       Sachs (October 2000-July 2004).

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

Tracey Lange,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

John Latino,                   None
Assistant Vice President

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

Kristina Lawrence,             Formerly     Assistant    Vice    President    of
Vice President                 OppenheimerFunds,   Inc.   (November   2002-March
                               2004).

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

Guy E. Leaf,                   None
Vice President

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

Gayle Leavitt,                 None
Assistant Vice President

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

Christopher M. Leavy,          None
Senior Vice President

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

Randy Legg,                    Formerly   an   associate    with   Dechert   LLP
Assistant   Vice  President  & (September 1998-January 2004).
Assistant Counsel

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

Laura Leitzinger,              Senior Vice  President of  Shareholder  Services,
Vice President                 Inc.;  Vice  President of  Shareholder  Financial
                               Services, Inc.

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

Justin Leverenz,               Formerly,   a   research/technology   analyst  at
Vice President                 Goldman Sachs, Taiwan (May 2002-May 2004)

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

Michael S. Levine,             None
Vice President

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

Gang Li,                       None
Vice President

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

Shanquan Li,                   None
Vice President

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

Daniel Lifshey,                Formerly a  Marketing  Manager at PIMCO  Advisors
Assistant Vice President       (January 2002-September 2004).

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

Mitchell J. Lindauer,          None
Vice   President  &  Assistant
General Counsel

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

Bill Linden,                   None
Assistant Vice President

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

Malissa B. Lischin,            Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Distributor, Inc.

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

David P. Lolli,                None
Assistant Vice President

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

Daniel G. Loughran             None
Vice   President:    Rochester
Division

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

Patricia Lovett,               Vice   President   of    Shareholder    Financial
Vice President                 Services,  Inc.  and  Senior  Vice  President  of
                               Shareholder Services, Inc.

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

Dongyan Ma,                    Formerly  an  Assistant   Vice   President   with
Assistant Vice President       Standish   Mellon   Asset   Management   (October
                               2001-October 2003).

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

Steve Macchia,                 None
Vice President

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

Mark H. Madden,                Formerly   Senior  Vice   President   and  Senior
Vice President                 Portfolio Manager with Pioneer Investments,  Inc.
                               (July 1990-July 2004).

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

Michael Magee,                 None
Vice President

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

Kathleen Mandzij,              Formerly   Marketing   Manager   -  Sales   Force
Assistant Vice President       Marketing     (March     2003-June    2004)    of
                               OppenheimerFunds, Inc.

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

Jerry Mandzij,                 None
Vice President

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

Angelo G. Manioudakis          Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation and of OFI  Institutional
                               Asset   Management,   Inc.   Formerly   Executive
                               Director  and   portfolio   manager  for  Miller,
                               Anderson  &   Sherrerd,   a  division  of  Morgan
                               Stanley Investment  Management (August 1993-April
                               2002).

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

LuAnn Mascia,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Susan Mattisinko,              Assistant    Secretary   of   HarbourView   Asset
Vice   President  &  Associate Management  Corporation,  OppenheimerFunds Legacy
Counsel                        Program,  OFI  Private  Investments,   Inc.,  OFI
                               Institutional Asset Management,  Inc., Centennial
                               Asset  Management  Corporation,  Oppenheimer Real
                               Asset  Management,  Inc.  and Trinity  Investment
                               Management Corporation.  Formerly an Associate at
                               Sidley  Austin Brown and Wood LLP (1995 - October
                               2003).

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

Elizabeth McCormack,           Vice   President  and   Assistant   Secretary  of
Vice President                 HarbourView Asset Management Corporation.

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

Joseph McGovern,               None
Assistant Vice President

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

Charles L. McKenzie,           Chairman  of the Board and  Director of OFI Trust
Senior Vice President          Company;  Chief  Executive  Officer,   President,
                               Senior   Managing   Director   and   Director  of
                               HarbourView Asset Management  Corporation and OFI
                               Institutional Asset Management,  Inc.; President,
                               Chairman  and  Director  of  Trinity   Investment
                               Management Corporation

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

Lucienne Mercogliano,          None
Assistant Vice President

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

Wayne Miao,                    Formerly an Associate  with Sidley Austin Brown &
Assistant Vice President and   Wood LLP (September 1999 - May 2004).
Assistant Counsel

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

Andrew J. Mika,                None
Senior Vice President

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

Nikolaos D. Monoyios,          None
Senior Vice President

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

Charles Moon,                  Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.

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

John Murphy,                   President    and    Director    of    Oppenheimer
Chairman, President, Chief     Acquisition  Corp.  and  Oppenheimer  Partnership
Executive Officer & Director   Holdings,   Inc.  Director  of  Centennial  Asset
                               Management     Corporation,      OppenheimerFunds
                               Distributor,    Inc.;    Chairman   Director   of
                               Shareholder   Services,   Inc.  and   Shareholder
                               Financial Services,  Inc.; President and Director
                               f  OppenheimerFunds  Legacy Program;  Director of
                               OFI   Institutional   Asset   Management,   Inc.,
                               Trinity   Investment   Management    Corporation,
                               Tremont  Capital  Management,  Inc.,  HarbourView
                               Asset   Management   Corporation,   OFI   Private
                               Investments,  Inc.;  President  and  Director  of
                               Oppenheimer   Real   Asset   Management,    Inc.;
                               Executive Vice President of Massachusetts  Mutual
                               Life   Insurance   Company;   Director   of   DLB
                               Acquisition   Corporation;   a   member   of  the
                               Investment    Company    Institute's   Board   of
                               Governors.

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

Meaghan Murphy,                Formerly  Marketing  Professional,  RFP Writer at
Assistant Vice President       JP Morgan  Fleming Asset  Management  (May 2002 -
                               October 2004).

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

Suzanne Murphy,                Formerly  (until December 2003) a Vice President,
Vice President                 Senior Marketing Manager with Citigroup.

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

Thomas J. Murray,              None
Vice President

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

Kenneth Nadler,                None
Vice President

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

Christina Nasta,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Richard Nichols,               None
Vice President

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

William Norman,                None
Assistant Vice President

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

James B. O'Connell,            Formerly   a   Senior    Designer    Manager   of
Assistant Vice President       OppenheimerFunds,  Inc.  (April  2002 -  December
                               2004).

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

Matthew O'Donnell,             None
Assistant Vice President

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

John O'Hare,                   Formerly  Executive  Vice President and Portfolio
Vice President                 Manager  (June  2000 -  August  2003)  at  Geneva
                               Capital Management, Ltd.

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

John J. Okray,                 Formerly   Vice   President,    Head   of   Trust
Vice President                 Operations at Lehman Brothers (June  2004-October
                               2004)  prior to which  he was an  Assistant  Vice
                               President,   Director   of  Trust   Services   at
                               Cambridge Trust Company (October 2002-June 2004).

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

Lerae A. Palumbo,              None
Vice President

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

David P. Pellegrino,           None
Vice President

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

Allison C. Pells,              None
Assistant Vice President

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

Robert H. Pemble,              None
Assistant Vice President

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

Lori L. Penna,                 Formerly  an RFP  Manager/Associate  at  JPMorgan
Assistant Vice President       Chase & Co. (June 2001-September 2004).

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

Brian Petersen,                None
Assistant Vice President

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

Marmeline Petion-Midy,         Formerly a Senior Financial  Analyst with General
Assistant Vice President       Motors,  NY Treasurer's  Office (July  2000-Augut
                               2004).

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

David Pfeffer,                 Senior  Vice  President  of   HarbourView   Asset
Senior  Vice   President   and Management   Corporation   since  February  2004.
Chief Financial Officer        Formerly,  Director and Chief  Financial  Officer
                               at   Citigroup   Asset    Management    (February
                               2000-February 2004).

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

James F. Phillips,             None
Vice President

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

Scott Phillips,                Formerly   Vice   President   at  Merrill   Lynch
Vice President                 Investment Management (June 2000-July 2004).

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

Gary Pilc,                     None
Assistant Vice President

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

Jason Pizzorusso,              Formerly   a   Vice   President,   Research   and
Assistant Vice President       Development  at  Crucial  Security  Inc.  (August
                               2000-May 2002;  part-time while attending  school
                               until 2003).

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

David Poiesz,                  Formerly  a Senior  Portfolio  Manager at Merrill
Senior  Vice  President,  Head Lynch (October  2002-May 2004).  Founding partner
of Growth Equity Investments   of  RiverRock,   a  hedge  fund  product   (April
                               1999-July 2001).

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

Jeffrey Portnoy,               None
Assistant Vice President

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

Raghaw Prasad,                 None
Assistant Vice President

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

David Preuss,                  None
Assistant Vice President

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

Jane C. Putnam,                None
Vice President

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

Michael E. Quinn,              None
Vice President

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

Julie S. Radtke,               None
Vice President

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

Norma J. Rapini,               None
Assistant Vice President:
Rochester Division

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

Brian N. Reid,                 None
Assistant Vice President

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

Marc Reinganum,                Formerly  (until  August  2002)  Vaughn  Rauscher
Vice President                 Chair  in  Financial  Investments  and  Director,
                               Finance    Institute   of   Southern    Methodist
                               University, Texas.

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

Jill Reiter,                   None
Assistant Vice President

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

Claire Ring,                   None
Assistant Vice President

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

David Robertson,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Antoinette Rodriguez,          None
Assistant Vice President

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

Stacey Roode,                  None
Vice President

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

Jeffrey S. Rosen,              None
Vice President

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

Stacy Roth,                    None
Vice President

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

James H. Ruff,                 President   and   Director  of   OppenheimerFunds
Executive Vice President       Distributor,    Inc.   and    Centennial    Asset
                               Management Corporation;  Executive Vice President
                               of OFI Private Investments, Inc.

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

Andrew Ruotolo,                Vice   Chairman,   Treasurer,   Chief   Financial
Executive  Vice  President and Officer and  Management  Director of  Oppenheimer
Director                       Acquisition  Corp.;  President  and  Director  of
                               Shareholder   Services,   Inc.  and   Shareholder
                               Financial  Services,  Inc.;  Director  of Trinity
                               Investment  Management  Corporation  and Director
                               of OFI Trust Company.

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

Kim Russomanno,                None
Assistant Vice President

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

Timothy Ryan,                  Formerly   a   research   analyst  in  the  large
Vice President                 equities group at Credit Suisse Asset  Management
                               (August 2001-June 2004)

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

Rohit Sah,                     None
Vice President

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

Valerie Sanders,               None
Vice President

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

Karen Sandler,                 None
Assistant Vice President

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

Rudi W. Schadt,                None
Assistant Vice President

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

Ellen P. Schoenfeld,           None
Vice President

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

Maria Schulte,                 None
Assistant Vice President

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

Scott A. Schwegel,             None
Assistant Vice President

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

Allan P. Sedmak                None
Assistant Vice President

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

Jennifer L. Sexton,            Senior    Vice    President    of   OFI   Private
Vice President                 Investments, Inc.

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

Navin Sharma,                  None
Vice President

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

Bonnie Sherman,                None
Assistant Vice President

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

David C. Sitgreaves,           None
Assistant Vice President

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

Edward James Sivigny           None
Assistant Vice President

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

Enrique H. Smith,              None
Assistant Vice President

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

Louis Sortino,                 None
Assistant Vice President:
Rochester Division

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

Keith J. Spencer,              None
Senior Vice President

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

Marco Antonio Spinar,          None
Assistant Vice President

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

Richard A. Stein,              None
Vice   President:    Rochester
Division

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

Arthur P. Steinmetz,           Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.

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

Jennifer Stevens,              None
Assistant Vice President

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

John P. Stoma,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Michael Stricker,              Vice President of Shareholder Services, Inc.
Vice President

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

Deborah A. Sullivan,           Secretary of OFI Trust Company.
Assistant   Vice  President  &
Assistant Counsel

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

Mary Sullivan,                 None
Assistant Vice President

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

Michael Sussman,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Susan B. Switzer,              None
Vice President

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

Brian C. Szilagyi,             Manager of Compliance at Berger  Financial  Group
Assistant Vice President       LLC (May 2001-March 2003);  Director of Financial
                               Reporting   and    Compliance   at   First   Data
                               Corporation (April 2003-June 2004).

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

Martin Telles,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Paul Temple,                   None
Vice President

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

Jeaneen Terrio,                None
Assistant Vice President

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

Vincent Toner,                 None
Assistant Vice President

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

Eamon Tubridy,                 None
Assistant Vice President

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

Keith Tucker,                  None
Assistant Vice President

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

Cameron Ullyat,                None
Assistant Vice President

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

Angela Uttaro,                 None
Assistant Vice President:
Rochester Division

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

Mark S. Vandehey,              Vice President of  OppenheimerFunds  Distributor,
Senior  Vice   President   and Inc.,  Centennial  Asset  Management  Corporation
Chief Compliance Officer       and Shareholder  Services,  Inc.  Formerly (until
                               March 2004) Vice  President of  OppenheimerFunds,
                               Inc.

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

Maureen Van Norstrand,         None
Vice President

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

Nancy Vann,                    Formerly  Assistant  General  Counsel  at Reserve
Vice  President  and Assistant Management  Company,   Inc.  (April  to  December
Counsel                        2004);  attorney  at Sidley  Austin  Brown & Wood
                               LLP (October 1997 - April 2004).

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

Rene Vecka,                    Formerly Vice President of Shareholder  Services,
Assistant Vice President,      Inc. (September 2000-July 2003).
Rochester Division

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

Vincent Vermette,              Vice President of  OppenheimerFunds  Distributor,
Assistant Vice President       Inc.

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

Phillip F. Vottiero,           None
Vice President

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

Lisa Walsh,                    None
Assistant Vice President

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

Teresa M. Ward,                Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.

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

Jerry A. Webman,               Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.

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

Christopher D. Weiler,         None
Vice   President:    Rochester
Division

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

Adam Weiner,                   Formerly a Vice  President at AIG Trading  (March
Assistant Vice President       2003-May  2004)  prior to which he was a Managing
                               Director at ING Barings  (December  1999-February
                               2003).

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

Barry D. Weiss,                Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and of Centennial  Asset  Management
                               Corporation.

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

Melissa Lynn Weiss,            None
Vice   President  &  Associate
Counsel

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

Christine Wells,               None
Vice President

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

Joseph J. Welsh,               Vice  President of HarbourView  Asset  Management
Vice President                 Corporation.

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

Diederick Wermolder,           Director of  OppenheimerFunds  International Ltd.
Senior Vice President          and  OppenheimerFunds  plc; Senior Vice President
                               (Managing    Director   of   the    International
                               Division) of OFI Institutional  Asset Management,
                               Inc.;   Director   of   OppenheimerFunds   (Asia)
                               Limited.

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

Catherine M. White,            Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor,   Inc.;   member  of  the   American
                               Society of Pension Actuaries (ASPA) since 1995.

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

Annabel Whiting,               None
Assistant Vice President

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

William L. Wilby,              None
Senior  Vice   President   and
Senior   Investment   Officer,
Director of Equities

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

Donna M. Winn,                 President,  Chief Executive  Officer and Director
Senior Vice President          of OFI Private  Investments,  Inc.;  Director and
                               President  of  OppenheimerFunds  Legacy  Program;
                               Senior   Vice   President   of   OppenheimerFunds
                               Distributor, Inc.

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

Philip Witkower,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Brian W. Wixted,               Treasurer   of   HarbourView   Asset   Management
Senior Vice President and      Corporation;    OppenheimerFunds    International
Treasurer                      Ltd.,  Oppenheimer  Partnership  Holdings,  Inc.,
                               Oppenheimer   Real   Asset   Management,    Inc.,
                               Shareholder    Services,     Inc.,    Shareholder
                               Financial    Services,    Inc.,    OFI    Private
                               Investments,   Inc.,  OFI   Institutional   Asset
                               Management,   Inc.,   OppenheimerFunds   plc  and
                               OppenheimerFunds  Legacy  Program;  Treasurer and
                               Chief  Financial  Officer  of OFI Trust  Company;
                               Assistant  Treasurer of  Oppenheimer  Acquisition
                               Corp.

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

Carol E. Wolf,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation  and of Centennial  Asset
                               Management  Corporation;  serves  on the Board of
                               the Colorado Ballet.

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

Kurt Wolfgruber,               Director  of Tremont  Capital  Management,  Inc.,
Executive   Vice    President, HarbourView Asset Management  Corporation and OFI
Chief  Investment  Officer and Institutional Asset Management,  Inc. (since June
Director                       2003)

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

Caleb C. Wong,                 None
Vice President

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

Edward C. Yoensky,             None
Assistant Vice President

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

Lucy Zachman,                  None
Assistant Vice President

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

Robert G. Zack                 General Counsel and Director of  OppenheimerFunds
Executive Vice President and   Distributor,  Inc.; General Counsel of Centennial
General Counsel                Asset   Management   Corporation;   Senior   Vice
                               President  and  General  Counsel  of  HarbourView
                               Asset    Management     Corporation    and    OFI
                               Institutional  Asset  Management,   Inc.;  Senior
                               Vice  President,  General Counsel and Director of
                               Shareholder     Financial     Services,     Inc.,
                               Shareholder    Services,    Inc.,   OFI   Private
                               Investments,  Inc.  and OFI Trust  Company;  Vice
                               President    and    Director    of    Oppenheimer
                               Partnership   Holdings,    Inc.;   Director   and
                               Assistant  Secretary  of  OppenheimerFunds   plc;
                               Secretary  and  General  Counsel  of  Oppenheimer
                               Acquisition   Corp.;   Director   and   Assistant
                               Secretary   of   OppenheimerFunds   International
                               Ltd.;   Director   of   Oppenheimer   Real  Asset
                               Management,   Inc.  and  OppenheimerFunds  (Asia)
                               Limited);   Vice  President  of  OppenheimerFunds
                               Legacy Program.

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

Neal A. Zamore,                None
Vice President

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

Mark D. Zavanelli,             None
Vice President

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

Alex Zhou,                     None
Assistant Vice President

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

Arthur J. Zimmer,              Senior  Vice  President  (since  April  1999)  of
Senior Vice President          HarbourView Asset Management Corporation.

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


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

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

The address of
OppenheimerFunds, Inc.,
OppenheimerFunds Distributor,
Inc., HarbourView Asset
Management Corporation,
Oppenheimer Partnership
Holdings, Inc., Oppenheimer
Acquisition Corp., OFI
Private Investments, Inc.,

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

OFI Institutional Asset        Position & Office                                 Position and Office
Management, Inc. and           with Underwriter                                  with Registrant
Oppenheimer Trust Company is
2 World Financial Center, 225
Liberty Street, 11th Floor,
New York, New York 10281-1008.

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

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

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


Item 27. Principal Underwriter
------------------------------

(a)   OppenheimerFunds
Distributor,   Inc.   is   the
Distributor       of       the
Registrant's   shares.  It  is
also the  Distributor  of each
of   the   other    registered
open-end investment  companies
for  which   OppenheimerFunds,
Inc.    is   the    investment
adviser,  as described in Part
A and B of  this  Registration
Statement  and  listed in Item
26(b)      above       (except
Oppenheimer       Multi-Sector
Income    Trust)    and    for
MassMutual       Institutional
Funds.


(b)   The directors and
officers of the Registrant's
principal underwriter are:


Name & Principal
Business Address

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

Robert Agan(1)                  Vice President            None

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

Janette Aprilante(1)            Secretary                 None

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

James Barker                    Vice President            None
2901B N. Lakewood Avenue
Chicago, IL 60657

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

Kathleen Beichert(1)            Vice President            None

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

Robert J. Bishop(1)             Treasurer                 None

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

Douglas S. Blankenship          Vice President            None
17011 Wood Bark Road
Springs, TX 77379

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

Tracey Blinzler(1)              Assistant Vice President  None

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

David A Borrelli                Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583

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

Michelle Brennan(2)             Assistant Vice President  None

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

L. Scott Brooks(2)              Vice President            None

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

Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760

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

Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134

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

Patrick Campbell(1)             Assistant Vice President  None

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

Andrew Chonofsky                Vice President            None

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

Melissa Clayton(2)              Assistant Vice President  None

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

Robert A. Coli                  Vice President            None
12 White Tail Lane
Bedminster, NJ 07921

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

Jeffrey D. Damia(2)             Vice President            None

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

John Davis(2)                   Assistant Vice President  None

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

Stephen J. Demetrovits(2)       Vice President            None

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

Kristi Diehl(1)                 Assistant Vice President  None

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

Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230

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

Steven Dombrower(2)             Vice President            None

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

George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454

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

Cliff H. Dunteman               Vice President            None
N 53 27761 Bantry Road
Sussex, WI 53089-45533

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

John Eiler(2)                   Vice President            None

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

Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067

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

Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017

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

George R. Fahey                 Senior Vice President     None
2 Pheasant Drive
Ringoes, NJ 08551

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

Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458

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

Joseph Fernandez                Vice President            None
1717 Richbourg Park Drive
Brentwood, TN 37027

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

Mark J. Ferro(2)                Senior Vice President     None

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

Ronald H. Fielding(3)           Vice President            None

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

Eric Fishel                     Vice President            None
3A Lawnwood Place, Apt. 1
Charlestown, MA 02129

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

Patrick W. Flynn (1)            Senior Vice President     None

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

John E. Forrest(2)              Senior Vice President     None

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

John ("J) Fortuna(2)            Vice President            None

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

Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822

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

Raquel Granahan(2)              Vice President            None

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

Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464

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

Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103

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

Kevin J. Healy(2)               Vice President            None

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

Clifford W. Heidinger           Vice President            None
111 Ipswich Road
Boxford, MA 01921

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

Phillipe D. Hemery              Vice President            None
5 Duck Pond Lane
Ramsey, NJ 07446

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

Kevin Hennessey                 Vice President            None
10206 Emerald Woods Avenue
Orlando, FL 32836

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

Elyse R. Jurman Herman          Vice President            None
3150 Equestrian Drive
Boca Raton, FL 33496

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

Wendy G. Hetson                 Vice President            None
4 Craig Street
Jericho, NY 11753

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

William E. Hortz(2)             Vice President            None

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

Edward Hrybenko(2)              Vice President            None

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

Andrew Humble                   Vice President            None
419 Phillips Avenue
Glen Ellyn, IL 60137

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

Brian F. Husch(2)               Vice President            None

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

Stephen Ilnitzki(2)             Vice President            None

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

Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary

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

Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Road
Scottsdale, AZ 85259

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

Eric K. Johnson(1)              Vice President            None

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

Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017

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

Christina J. Keller(2)          Vice President            None

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

Brian G. Kelly                  Vice President            None
76 Daybreak Road
Southport, CT 06490

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

Michael Keogh(2)                Vice President            None

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

Lisa Klassen(1)                 Assistant Vice President  None

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

Richard Klein                   Senior Vice President     None
4820 Fremont Avenue So.
Minneapolis, MN 55409

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

Richard Knott(1)                Senior Vice President     None

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

Dean Kopperud(2)                Senior Vice President     None

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

Brent A. Krantz                 Senior Vice President     None
P. O. Box 1313
Seahurst, WA 98062

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

David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130

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

Tracey Lange(2)                 Vice President            None

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

Paul R. LeMire(2)               Vice President            None

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

Eric J. Liberman(2)             Vice President            None

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

Malissa Lischin(2)              Assistant Vice President  None

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

James V. Loehle                 Vice President            None
30 Wesley Hill Lane
Warwick, NY 10990

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

Thomas Loncar(1)                Vice President            None

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

Montana Low                     Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614

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

Craig Lyman                     Vice President            None
7578 Massachusetts Pl
Rancho Cucamonga, CA 91730

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

John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214

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

Michael Malik                   Vice President            None
126 Bernard Street
San Francisco, CA 94109

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

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

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

Sandie Massaro(2)               Assistant Vice President  None

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

Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203

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

Anthony P. Mazzariello          Vice President            None
8 Fairway Road
Sewickley, PA 15143

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

John C. McDonough               Vice President            None
3812 Leland Street
Chevy Chase, MD 20815

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

Kent C. McGowan                 Vice President            None
9510 190th Place SE
Edmonds, WA 98020

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

Craig Meister                   Vice President            None
1880 Hemlock Circle
Abinston, PA 19001

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

Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069

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

Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833

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

Clint Modler(1)                 Vice President            None

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

Robert Moser(1)                 Vice President            None

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

David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321

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

John V. Murphy(2)               Director                  President & Trustee

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

Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043

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

Christina Nasta(2)              Vice President            None

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

Kevin P. Neznek(2)              Vice President            None

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

Bradford Norford                Vice President            None
2217 Ivan Street #911
Dallas, TX 75201

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

Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328

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

Brian C. Perkes                 Vice President            None
8734 Shady Shore Drive
Frisco, TX 75034

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

Charles K. Pettit               Vice President            None
22 Fall Meadow Drive
Pittsford, NY 14534

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

Elaine Puleo-Carter(2)          Senior Vice President     None

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

Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923

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

Dustin Raring                   Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797

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

Michael A. Raso                 Vice President            None
3 Vine Place
Larchmont, NY 10538

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

Richard Rath                    Vice President            None
46 Mt. Vernon Avenue
Alexandria, VA 22301

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

Douglas Rentschler              Vice President            None
677 Middlesex Road
Grosse Pointe Park, MI 48230

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

Ruxandra Risko(2)               Vice President            None

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

David R. Robertson(2)           Senior Vice President     None

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

Ian Roche                       Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023

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

Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265

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

James H. Ruff(2)                President & Director      None

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

Matthew Rutig                   Vice President            None
199 North Street
Ridgefield, CT 06877

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

William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066

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

Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435

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

John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801

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

Jill E. Schmitt (Crockett)(2)   Assistant Vice President  None

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

Jill Schmitt                    Vice President            None

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

Thomas Schmitt(2)               Vice President            None

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

William Schories(2)             Vice President            None

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

Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695

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

Debbie A. Simon                 Vice President            None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610

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

Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466

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

John Spensley                   Vice President            None
12863 Tradd Street, Apt. 1D
Carmel, IN 46032

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

Steven Stablein                 Vice President            None
2131 Dunnigan NE
Grand Rapids, MI 49525

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

Bryan Stein                     Vice President            None
5897 NW 120th Terrace
Coral Springs, FL 33076

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

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 Smoke House Lane
Hummelstown, PA 17036

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

James Taylor(2)                 Assistant Vice President  None

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

Martin Telles(2)                Senior Vice President     None

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

David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176

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

Barrie L. Tiedemann             Vice President            None
2592 S. Belvoir Blvd.
University Heights, OH 44118

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

Bryan K.Toma                    Vice President            None
7311 W. 145th Terrace
Overland Park, KS 66223

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

Mark Vandehey(1)                Vice President            Vice President and
                                                          Chief Compliance
                                                          Officer

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

Vincent Vermette(2)             Assistant Vice President  None

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

Kenneth Lediard Ward            Vice President            None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038

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

Teresa Ward(1)                  Vice President            None

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

Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629

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

Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064

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

Chris Werner(1)                 Vice President            None

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

Catherine White(2)              Assistant Vice President  None

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

Thomas Wilson(2)                Vice President            None

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

Donna Winn(2)                   Senior Vice President     None

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

Philip Witkower(2)              Senior Vice President     None

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

Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128

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

John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005

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

Jill Zachman(2)                 Vice President            None

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

Robert G. Zack(2)               General Counsel &         Secretary
                                Director

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

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

10281-10080

(3)350 Linden Oaks, Rochester, NY 14623

(c)   Not applicable.


Item 28. Location of Accounts and Records
-----------------------------------------


The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 29. Management Services
----------------------------


Not applicable


Item 30. Undertakings
---------------------


Not applicable.






                                  SIGNATURES


Pursuant  to the  requirements  of (the  Securities  Act and)  the  Investment
Company  Act,  the Fund 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 24th day of February, 2005.


                        Oppenheimer Emerging Technologies Fund

                        By:  /s/ John V. Murphy*
                        ----------------------------------------------
                        John V. Murphy, President,
                        Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement has been signed below by the following  persons in the capacities on
the dates indicated:

Signatures                   Title                       Date
----------                   -----                       ----

/s/ Clayton K. Yeutter*      Chairman of the

---------------------------  Board of Trustees           February 24, 2005
Clayton K.Yeutter


/s/ John V. Murphy*          President, Principal

--------------------------   Executive Officer           February 24, 2005
John V. Murphy

/s/ Brian W. Wixted*         Treasurer, Principal        February 24, 2005
-------------------------    Financial and
Brian W. Wixted              Accounting Officer

/s/ Robert G. Galli*         Trustee                     February 24, 2005

--------------------
Robert G. Galli


/s/ Phillip A. Griffiths*    Trustee                     February 24, 2005

----------------------
Phillip A. Griffiths


/s/ Mary F. Miller*          Trustee                     February 24, 2005
----------------------
Mary F. Miller



/s/ Joel W. Motley*          Trustee                     February 24, 2005

--------------------
Joel W. Motley


/s/ Kenneth A. Randall*      Trustee                     February 24, 2005

-------------------------
Kenneth A. Randall


/s/ Edward V. Regan*         Trustee                     February 24, 2005

-----------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.*                            Trustee  February
24, 2005

----------------------------
Russell S. Reynolds, Jr.



*By:  /s/ Mitch Lindauer

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

         Mitch Lindauer, Attorney-in-Fact








                    Oppenheimer Emerging Technologies Fund


                        Post-Effective Amendment No. 7


                     Registration Statement No. 333-32108

                                EXHIBIT INDEX
                                -------------

Exhibit No. Description
----------- -----------


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

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


23(m)(i)    Amended  and  Restated  Service  Plan and  Agreement  for  Class A
            shares   under Rule 12b-1 of the Investment Company Act of 1940.

         (iii)          Amended and  Restated  Distribution  and Service  Plan
            and  Agreement  for  Class  C  shares  under  Rule  12b-1  of  the
            Investment Company Act of 1940.