OPPENHEIMER EMERGING GROWTH FUND

485BPOS 1 body.htm N1A, PSP, SAI, PART C OPPENHEIMER EMERGING GROWTH FUND

Registration No. 333-44176
File No. 811-10071

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. __ [ ]

Post-Effective Amendment No. 2 [ X ]
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and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]

Amendment No. _2_ [X]
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OPPENHEIMER EMERGING GROWTH FUND
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(Exact Name of Registrant as Specified in Charter)

498 Seventh Avenue, New York, New York 10018

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(Address of Principal Executive Offices) (Zip Code)

(212) 323-0200
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(Registrant‘s Telephone Number, including Area Code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, NY 10018
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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)
[ X ] On December 23, 2002 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2)

of Rule 485.

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

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The Registrant hereby amends the Registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(a), shall determine.

Oppenheimer
Emerging Growth Fund

Prospectus dated December 23, 2002

Oppenheimer Emerging Growth Fund is
a mutual fund. It seeks capital
appreciation to make your investment
grow. It emphasizes investments in
common stocks of U.S. companies
with high growth potential, with a
focus on small and micro-cap issuers.
This Prospectus contains
important information about the
Fund‘s objective, its investment
policies, strategies and risks. It
also contains important information
about how to buy and sell shares of
the Fund and other account features.
Please read this Prospectus
carefully before you invest and keep
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

CONTENTS

ABOUT THE FUND

3 The Fund‘s Investment Objective and Strategies
3 Main Risks of Investing in the Fund
5 The Fund‘s Performance
6 Fees and Expenses of the Fund
7 About the Fund‘s Investments
11 How the Fund is Managed

ABOUT YOUR ACCOUNT

12 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class N Shares
Class Y Shares
21
Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans
22
How to Sell Shares
By Mail
By Telephone
24
26 How to Exchange Shares
27 Shareholder Account Rules and Policies
28 Dividends, Capital Gains and Taxes
Financial Highlights

ABOUT THE FUND

The Fund‘s Investment Objective and Strategies
WHAT IS THE FUND‘S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks
of U.S. companies that the portfolio manager believes have above-average
growth rates. These may be newer companies or established companies of any
capitalization range that the portfolio manager believes have favorable
growth rates. Such companies are often in the early growth ("emerging
growth") phase of their business cycle, which is a period typically marked by
rapid growth. The Fund focuses on U.S. companies with small and micro market
capitalizations. The Fund may buy foreign stocks as well, principally of
issuers in developed market countries, but this is not a principal investment
strategy.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for the Fund, the Fund‘s portfolio manager looks for
companies with high growth potential using fundamental analysis of a
company‘s financial statements, interviews with management and analysis of
the company‘s operations and product development, as well as the industry of
which the issuer is part. The portfolio manager also evaluates research on
particular industries, market trends and general economic conditions. In
seeking broad diversification of the Fund‘s portfolio, the portfolio manager
currently searches primarily for stocks of companies having the following
characteristics (although these factors may change over time and may vary in
different cases):
o Companies in high-growth market sectors and that are leaders within
their sectors,
o Companies with management that has a proven ability to handle rapid
growth,
o Companies with innovative products or services, and
o Companies with rapidly accelerating earnings and what the portfolio
manager believes are sustainable growth rates.
The Fund may decide to sell a security in its portfolio if the company no
longer exhibits one or more of these characteristics (which may change from
time to time), or if the portfolio manager finds a better investment
opportunity. The Fund is not required to sell a small market capitalization
security it owns if the market capitalization of that security grows beyond
what the Fund considers to be small.

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

Main Risks of Investing in the Fund

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

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund invests primarily in
common stocks of U.S. companies, the value of the Fund‘s portfolio will be
affected by changes in the U.S. stock markets and the special economic and
other factors that might primarily affect the prices of stocks. 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. A variety of factors
can affect the price of a particular stock and the prices of individual
stocks do not all move in the same direction uniformly or at the same time.
Different stock markets may behave differently from each other.

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

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

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

SPECIAL RISKS OF SMALL-CAP STOCKS. The Fund‘s investment focus is in the
securities of small market capitalization companies, including micro-cap
issuers. While these companies may offer greater perceived opportunities for
capital appreciation than larger, more established companies, they involve
substantially greater risks of loss and price fluctuations. 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 a security of such 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 small
capitalization company, if it realizes any gain at all.

RISKS OF FOREIGN INVESTING. While foreign securities offer special investment
opportunities, there are also special risks. Although the Fund focuses on
U.S. companies, there is no limit on the amount of the Fund‘s assets that may
be invested in foreign securities. To the extent the Fund invests in foreign
securities, it will focus on developed countries, although emerging markets
will not be excluded from consideration. 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 foreign securities. Foreign issuers are not subject to the same
accounting and disclosure requirements to which U.S. companies are subject.
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 emerging market countries may be more difficult to
sell and their prices may be more volatile.

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

In the short term, the markets for stocks in their emerging growth
phase can be volatile (particularly if the company has a small or micro
market capitalization) and the prices of the Fund‘s shares can go up and down
substantially. The Fund generally does not seek current income nor use
income-oriented investments to help cushion the Fund‘s total return from
changes in stock prices. Emerging growth stocks do not tend to pay dividends
and so the Fund‘s dividend income is likely to be small. In the
OppenheimerFunds spectrum, the Fund is generally an aggressive investment
vehicle, designed for investors willing to assume greater risks in the hope
of greater long-term returns. It is likely to be subject to greater
fluctuations in its share prices than funds that emphasize large
capitalization stocks, or funds that focus on both stocks and bonds.

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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), both before and after taxes, for the full calendar year since the
Fund‘s inception and by showing how the average annual total returns of the
Fund‘s shares compare to those of broad-based market indices. The after-tax
returns are shown for Class A shares only and are calculated using the
historical highest individual federal marginal income tax rates in effect
during the periods shown, and do not reflect the impact of state or local
taxes. The after-tax returns for the other classes of shares will vary. 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 annual total
returns]

Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns may
be less than those shown.
For the period 1/1/02 through 9/30/02, the cumulative total return for Class
A shares before taxes was -44.26%. During the period shown in the bar chart,
the highest return (not annualized) before taxes for a calendar quarter was
35.54% (2nd Qtr 01) and the lowest return (not annualized) before taxes for a
calendar quarter was -27.52% (3rd Qtr 01).

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Past Past
Average Annual Total Returns 1 year (or life of 5 years (or life of
for the period ended December class if less) class if less)
31, 2001
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Class A Shares (inception
11/01/00) -5.36% -6.65%
Return Before Taxes -5.36% -6.75%
Return After Taxes on -3.26% -5.36%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
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Russell 2000 Index1 (reflects 2.49% -0.12%
no deduction for fees,
expenses or taxes)
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Russell 2000 Growth Index1
(reflects no deduction for -9.23% -18.44%
fees, expenses or taxes)
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Class B Shares (inception -5.49% -6.03%
11/01/00)
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Class C shares (inception -1.41% -2.53%
11/01/00)
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Class N shares (inception 16.51%2 N/A
3/1/01)
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Class Y Shares (inception 0.62% -1.58%
11/01/00)
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1. From 10/31/00.
2. The total return for Class N shares is cumulative and is not
annualized. The Fund‘s average annual total returns include the applicable
sales charge: for Class A, the current maximum initial sales charge of
5.75%; for Class B, the contingent deferred sales charges of 5% (1-year),
4% (life of class); and for Class C and Class N, the 1% contingent
deferred sales charge for the 1-year period for Class C shares and
life-of-class period for Class N shares. 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 Russell 2000
Index and Russell 2000 Growth Index, unmanaged indices of small cap
issuers and small cap issuers with above-average growth characteristics,
respectively. Index performance reflects the reinvestment of income but
does not reflect transaction costs or taxes. The Fund may have investments
that vary from the securities in the indices.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund‘s assets to calculate the Fund‘s net asset value per share. All
shareholders therefore pay those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges and account transaction charges.

Shareholder Fees (charges paid directly from your investment):

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
Maximum Sales Charge (Load)
on purchases (as % of 5.75% None None None None
offering price)
Maximum Deferred Sales Charge
(Load) (as % of the lower of None1 5%2 1%3 1%4 None
the original offering price
or redemption proceeds)
1. A contingent deferred sales charge may apply to redemptions of
investments of $1 million or more ($500,000 for certain retirement plan
accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent
deferred sales charge declines to 1% in the sixth year and is eliminated
after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of retirement plan‘s first
purchase.

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

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Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
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Management Fees 1.00% 1.00% 1.00% 1.00% 1.00%
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Distribution and/or Service 0.18% 1.00% 1.00% 0.50% N/A
(12b-1) Fees

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Other Expenses 0.67% 0.74% 0.72% 0.68% 0.48%

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Total Annual Operating 1.85% 2.74% 2.72% 2.18% 1.48%
Expenses

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Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial expenses, and accounting and legal expenses the Fund pays.
The "Other Expenses" in the table are based on, among other things, the fees
the Fund would have paid if the transfer agent had not waived a portion of
its fee under a voluntary undertaking to the Fund to limit these fees to
0.25% of average daily net assets per fiscal year for Class Y shares and
0.35% of average daily net assets per fiscal year for all other classes.
That undertaking was effective October 1, 2001 (for Class Y only, January 1,
2001), was pro-rated for the remainder of the fiscal year ending after that
date, and 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 0.60% and 1.78% for Class A, 0.67% and 2.67%
for Class B, 0.65% and 2.65% for Class C, 0.61% and 2.11% for Class N, and
0.29% and 1.29%, respectively, for Class Y.
Effective November 1, 2002, the voluntary limit on transfer agent
fees for Class Y shares increased to 0.35% of average daily net
assets per fiscal year. Had that limit been in effect during the
Fund‘s prior fiscal year, "Other Expenses" and "Total Annual
Operating Expenses" for Class Y shares as percentages of average
daily net assets would have been 0.39% and 1.39%, respectively.

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 $752 $1,123 $1,518 $2,619
Class B Shares $777 $1,150 $1,650 $2,6601
Class C Shares $375 $844 $1,440 $3,051
Class N Shares $321 $682 $1,170 $2,513
Class Y Shares $151 $468 $808 $1,768

If shares are not 1 Year 3 Years 5 Years 10 Years
redeemed:
Class A Shares $752 $1,123 $1,518 $2,619
Class B Shares $277 $850 $1,450 $2,6601
Class C Shares $275 $844 $1,440 $3,051
Class N Shares $221 $682 $1,170 $2,513
Class Y Shares $151 $468 $808 $1,768
In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C or Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the
contingent deferred sales charges. There are no sales charges 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 72 months after
purchase.

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

THE FUND‘S PRINCIPAL INVESTMENT POLICIES. 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
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.

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.

Portfolio Turnover. The Fund can engage in short-term trading to try to
achieve its objective, and may have a high portfolio turnover rate in
excess of 100% annually. Portfolio turnover affects brokerage costs the
Fund pays. 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.

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 can also use the
investment techniques and strategies described below. The Fund might not
always use all of the different types of techniques and investments described
below. These techniques have risks, although some are designed to help reduce
overall investment or market risks.

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

Investing in Special Situations. At times the Fund might invest in companies
to try to benefit from what the portfolio 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 federal 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. Lack of investor interest
by qualified institutional purchasers may cause such restricted
securities to become illiquid. 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.

Hedging. The Fund can buy and sell futures contracts, put and call
options, and forward contracts. These are all referred to as "hedging
instruments." The Fund does not currently use hedging extensively or
for speculative purposes. It has limits on its use of hedging
instruments and is not required to use them in seeking its objective.

Some of these strategies would hedge the Fund‘s portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, would 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 and can increase portfolio
turnover. If the Manager used a hedging instrument at the wrong time or
judged market conditions incorrectly, the strategy could reduce the
Fund‘s return.

Temporary Defensive and Interim Investments. In times of unstable or adverse
market or economic conditions, the Fund can invest up to 100% of its
assets in temporary defensive investments. Generally they would be cash
equivalents (such as commercial paper), money market instruments,
short-term debt securities, U.S. Government securities, or repurchase
agreements ("cash investments"). The Fund could also invest in cash
investments 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 or otherwise in
cash investments, it might not achieve its investment objective of
capital appreciation.

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 January 1960. The
Manager and its subsidiaries and affiliates managed more than $120 billion in
assets as of September 30, 2002, including other Oppenheimer funds with more
than 7 million shareholder accounts. The Manager is located at 498 Seventh
Avenue, New York, New York 10018.

Portfolio Manager. The portfolio manager of the Fund is Laura Granger. She
has been the person primarily responsible for the day-to-day management
of the Fund‘s portfolio since its inception. She has been a Vice
President of the Manager since joining the Manager in October 2000.
Previously she was a portfolio manager at Fortis Advisors from July
1998 through October 2000, prior to which she was a portfolio manager
at General Motors Investment Management from July 1993 through July
1998.

Advisory Fees. Under the investment advisory agreement, the Fund pays the
Manager an advisory fee at an annual rate that declines as the Fund‘s
assets grow: 1.00% of the first $500 million of average annual net
assets; 0.90% of the next $500 million; and 0.85% of average annual net
assets over $1 billion. The advisory fee paid by the Fund to the
Manager in its last fiscal year was 1.00%.

ABOUT your account

How to Buy Shares

You can buy shares several ways, as described below. The Fund‘s Distributor,
OppenheimerFunds Distributor, Inc., may appoint servicing agents to accept
purchase (and redemption) orders. The Distributor, in its sole discretion,
may reject any purchase order for the Fund‘s shares.

Buying Shares Through Your Dealer. You can buy shares through any dealer,
broker or financial institution that has a sales agreement with the
Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New
Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. If you don‘t list a dealer on the application, the
Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment with a financial advisor
before you make a purchase to be sure that the Fund is appropriate for
you.

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.
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.

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special
Investor Services," you can start your account with as little as $500.
By using an Asset Builder o 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.

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, on each day the
Exchange is open for trading (referred to in this Prospectus as a
"regular business day"). The Exchange normally closes at 4:00 P.M.,
Eastern time, but may close earlier on some days. All references to
time in this Prospectus mean "Eastern time."

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

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

The Offering Price. To receive the offering price for a particular day, in
most cases the Distributor or its designated agent must receive your
order by the time The New York Stock 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 New York Stock 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.

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

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

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

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

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

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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 special agreements 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 probably consider purchasing 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 years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short-term. Class C shares
might be the appropriate choice (especially for investments of less
than $100,000), because there is no initial sales charge on Class C
shares, and the contingent deferred sales charge does not apply to
amounts you sell after holding them one year.

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

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

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. Share certificates are
only available for Class A shares. If you are considering using your
shares as collateral for a loan, that may be a factor to consider.

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

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

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

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

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

Amount of Purchase Front-End Concession
Front-End Sales As
Sales a Charge As a Percentage
Charge As of Percentage of of
Percentagerice Net Offering
Offering P Amount Invested Price

------------------------------------------------------------------------------
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Less than $25,000 5.75% 6.10% 4.75%
------------------------------------------------------------------------------
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$25,000 or more but 5.50% 5.82% 4.75%
less than $50,000
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$50,000 or more but 4.75% 4.99% 4.00%
less than $100,000
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$100,000 or more but 3.75% 3.90% 3.00%
less than $250,000
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$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
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$500,000 or more but 2.00% 2.04% 1.60%
less than $1 million
------------------------------------------------------------------------------

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

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or for certain purchases by particular
types of retirement plans that were permitted to purchase such shares
prior to March 1, 2001 ("grandfathered retirement accounts").
Retirement 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.

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

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

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

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

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

------------------------------------------------------------------------------
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0 - 1 5.0%
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1 - 2 4.0%
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2 - 3 3.0%
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3 - 4 3.0%
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4 - 5 2.0%
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5 - 6 1.0%
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More than 6 None

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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.

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. 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. During the first year the shares are sold, the Distributor
retains the service fee. After the shares have been held for a year,
the Distributor pays the service fee to dealers on a quarterly basis.

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

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

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

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

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.

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

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

How to Sell Shares

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

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:
a U.S. bank, trust company, credit union or savings association,
a foreign bank that has a U.S. correspondent bank,
a U.S. registered dealer or broker in securities, municipal securities or
government securities, or
a U.S. national securities exchange, a registered securities association
or a clearing agency.
If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the
signature.

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

HOW DO you SELL SHARES BY MAIL? Write a letter of 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 New York Stock 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 retirement plan account or
under a share certificate by telephone.
o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.225.5677.
Whichever method you use, you may have a check sent to the address on

the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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

A contingent deferred sales charge will be based on the lesser of the
net asset value of the redeemed shares at the time of redemption or the
original net asset value. A contingent deferred sales charge is not imposed
on:
the amount of your account value represented by an increase in net asset
value over the initial purchase price,
shares purchased by the reinvestment of dividends or capital gains
distributions, or
shares redeemed in the special circumstances described in Appendix B to
the Statement of Additional Information.
To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:
1. shares acquired by reinvestment of dividends and capital gains
distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

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

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share at the time of exchange, without sales charge.
Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. To exchange shares, you must meet
several conditions:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at
least seven days before you can exchange them. After the account is
open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose
shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you can
exchange Class A shares of this Fund only for Class A shares of another fund.
In some cases, sales charges may be imposed on exchange transactions. For tax
purposes, exchanges of shares involve a sale of the shares of the fund you
own and a purchase of the shares of the other fund, which may result in a
capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.

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

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

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

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

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

Shares are redeemed from one fund and purchased from the other fund in the
exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that conforms to the
policies described above. It must be received by the close of The New
York Stock Exchange that day, which is normally 4:00 P.M. but may be
earlier on some days.

o The interests of the Fund‘s long-term shareholders and its ability to
manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts
are involved, the Fund may have difficulty implementing long-term
investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio
securities at disadvantageous times to raise the cash needed to buy a
market timer‘s Fund shares. These factors may hurt the Fund‘s
performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Fund‘s ability to manage
its investments, the Manager and the Fund may reject purchase orders
and exchanges into the Fund by any person, group or account that the
Manager believes to be a market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any
time. The Fund will provide you notice whenever it is required to do so
by applicable law, but it may impose changes at any time for emergency
purposes.
o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

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

The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be
suspended by the Board of Trustees at any time the Board believes it is
in the Fund‘s best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Fund at any time. The Fund
will provide you notice whenever it is required to do so by applicable
law. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone
privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
in NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients‘ permission to perform those
transactions, and are responsible to their clients who are shareholders
of the Fund if the dealer performs any transaction erroneously or
improperly.
The redemption price for shares will vary from day to day because the value
of the securities in the Fund‘s portfolio fluctuates. The redemption
price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more
or less than their original cost.

Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check, or through AccountLink within seven days after the Transfer
Agent receives redemption instructions in proper form. However, under
unusual circumstances determined by the Securities and Exchange
Commission, payment may be delayed or suspended. For accounts
registered in the name of a broker-dealer, payment will normally be
forwarded within three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
described under "How to Sell Shares" for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $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.

"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. 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.

Avoid "Buying a Dividend." 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 the Fund‘s 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 auditors, whose report, along with the Fund‘s financial
statements, is included in the Statement of Additional Information, which is
available on request.

FINANCIAL HIGHLIGHTS

Class A Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data
------------------------------------------------------------------------------------
Net asset value, beginning of period $8.45
$10.00
------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.10)
(.03)
Net realized and unrealized loss (2.51)
(1.49)

--------------------
Total from investment operations (2.61)
(1.52)
------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
(.03)
------------------------------------------------------------------------------------
Net asset value, end of period $5.84
$8.45

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (30.89)%
(15.22)%

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

Net assets, end of period (in thousands) $19,310
$20,392
------------------------------------------------------------------------------------
Average net assets (in thousands) $24,497
$16,941
------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (1.35)%
(0.57)%
Expenses 1.85%
1.58%
Expenses, net of voluntary waiver of
transfer agent fees and/or reduction to
custodian expenses 1.78%
1.58%
------------------------------------------------------------------------------------
Portfolio turnover rate
263% 214%

1. For the period from November 1, 2000 (inception of offering) to October 31,
2001.
2. Assumes an investment on the business day before the first day of the
fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the
net asset value calculated on the last business day of the fiscal period.
Sales
charges are not reflected in the total returns. Total returns are not
annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

20 | OPPENHEIMER EMERGING GROWTH FUND

Class B Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data
------------------------------------------------------------------------------------
Net asset value, beginning of period $8.38
$10.00
------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.12)
(.07)
Net realized and unrealized loss (2.52)
(1.52)

---------------------
Total from investment operations (2.64)
(1.59)
------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
(.03)
------------------------------------------------------------------------------------
Net asset value, end of period $5.74
$8.38

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.50)%
(15.96)%

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

Net assets, end of period (in thousands) $6,395
$3,866
------------------------------------------------------------------------------------
Average net assets (in thousands) $6,979
$2,256
------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (2.22)%
(1.78)%
Expenses 2.74%
2.47%
Expenses, net of voluntary waiver of
transfer agent fees and/or reduction to
custodian expenses 2.67%
2.47%
------------------------------------------------------------------------------------
Portfolio turnover rate
263% 214%

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued

Class C Year Ended October 31 2002
2001 1
-------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period $8.39
$10.00
-------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.08)
(.04)
Net realized and unrealized loss (2.56)
(1.54)

----------------------
Total from investment operations (2.64)
(1.58)
-------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
(.03)
-------------------------------------------------------------------------------------
Net asset value, end of period $5.75
$8.39

======================

-------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.47)%
(15.88)%

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

Net assets, end of period (in thousands) $4,877
$2,356
-------------------------------------------------------------------------------------
Average net assets (in thousands) $3,061
$1,022
-------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (2.25)%
(1.76)%
Expenses 2.72%
2.46%
Expenses, net of voluntary waiver of
transfer agent fees and/or reduction to
custodian expenses 2.65%
2.46%
-------------------------------------------------------------------------------------
Portfolio turnover rate
263% 214%

See accompanying Notes to Financial Statements.

22 | OPPENHEIMER EMERGING GROWTH FUND

Class N Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period $8.43
$8.28
------------------------------------------------------------------------------------
Income (loss) from investment operations:

Net investment loss (.08)
(.05)
Net realized and unrealized gain (loss)
(2.54) .20

---------------------
Total from investment operations
(2.62) .15
------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income
-- --
------------------------------------------------------------------------------------
Net asset value, end of period $5.81
$8.43

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.08)%
1.81%

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

Net assets, end of period (in thousands)
$594 $34
------------------------------------------------------------------------------------
Average net assets (in thousands)
$412 $16
------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (1.63)%
(1.69)%
Expenses 2.18%
2.03%
Expenses, net of voluntary waiver of
transfer agent fees and/or reduction to
custodian expenses 2.11%
2.03%
------------------------------------------------------------------------------------
Portfolio turnover rate
263% 214%

1. For the period from March 1, 2001 (inception of offering) to October 31,
2001.
2. Assumes an investment on the business day before the first day of the
fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the
net asset value calculated on the last business day of the fiscal period.
Sales
charges are not reflected in the total returns. Total returns are not
annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued

Class Y Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period $ 8.47
$10.00
------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)
(.08) .02
Net realized and unrealized loss (2.51)
(1.51)

---------------------
Total from investment operations (2.59)
(1.49)
------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
(.04)
------------------------------------------------------------------------------------
Net asset value, end of period $5.88
$8.47

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (30.58)%
(14.99)%

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

Net assets, end of period (in thousands) $657
$232
------------------------------------------------------------------------------------
Average net assets (in thousands) $532
$ 30
------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (0.84)%
(0.97)%
Expenses 1.48%
3.87%
Expenses, net of voluntary waiver of
transfer agent fees and/or reduction to
custodian expenses 1.29%
1.28%
------------------------------------------------------------------------------------
Portfolio turnover rate
263% 214%

See accompanying Notes to Financial Statements.

24 | OPPENHEIMER EMERGING GROWTH FUND

INFORMATION AND SERVICES

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

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

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

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

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

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

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

On the Internet: You can send us a request by e-mail or read
or down-load documents on the
OppenheimerFunds website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

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

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

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

The Fund‘s shares are distributed by: [logo] OppenheimerFunds Distributor,
Inc.
The Fund‘s SEC File No. 811-10071
PR0721.001.1202
Printed on recycled paper

Appendix to Prospectus of
Oppenheimer Emerging Growth Fund

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

A bar chart will be included in the Prospectus of Oppenheimer Emerging
Growth Fund (the "Fund") depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund for its most recent calendar year,
without deducting sales charges. 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 0.41%

---------------------------------------------------------------------------------
Oppenheimer Emerging Growth Fund
---------------------------------------------------------------------------------

6803 South Tucson Way, {Englewood,} [Centennial,] Colorado 80112[-3924
1.800.225.5677] {1-800-525-7048}

Statement of Additional Information dated [December 23,] 2002

This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated [December 23,] 2002. It should be read
together with the Prospectus. You can obtain the Prospectus by writing to the
Fund‘s Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number shown
above, or by downloading it from the OppenheimerFunds Internet website at
WWW.OPPENHEIMERFUNDS.COM.
------------------------

Contents
Page
About the Fund
Additional Information About the Fund‘s Investment Policies and Risks.. 2
The Fund‘s Investment Policies..................................... 2
Other Investment Techniques and Strategies......................... 5
Investment Restrictions............................................ 19
How the Fund is Managed ............................................... 21
Organization and History........................................... 21
Trustees and Officers.............................................. 23
The Manager........................................................ 32
Brokerage Policies of the Fund......................................... 34
Distribution and Service Plans......................................... 36
Performance of the Fund................................................ 41

About Your Account
How To Buy Shares...................................................... 45
How To Sell Shares..................................................... 55
How To Exchange Shares................................................. 59
Dividends, Capital Gains and Taxes..................................... 62
Additional Information About the Fund.................................. 66

Financial Information About the Fund
Independent Auditors‘ Report........................................... 68
Financial Statements................................................... 69

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

ABOUT THE FUND

Additional Information About the Fund‘s Investment Policies and Risks

The investment objective, the principal investment policies and the main
risks of the Fund are described in the Prospectus. This Statement of Additional
Information contains supplemental information about those policies and risks
and the types of securities that the Fund‘s investment Manager,
OppenheimerFunds, Inc., 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 goal. 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 have higher growth
rates, which will generally be companies in the early growth phase of their
business cycle. 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. The securities Fund may invest in
issuers 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.

|_| 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 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 interest rates fall and decrease
when interest rates rise. If the conversion value exceeds the investment value,
the security will behave more like an equity security: it will likely sell at a
premium over its conversion value, and its price will tend to fluctuate
directly with the price of the underlying security.

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

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

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

|X| 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 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. The Fund intends to typically invest
no more than 10% of its total assets in foreign securities.

|_| Investments in foreign
securities may offer special opportunities for investing but also present
special additional risks and considerations not typically associated with
investments in domestic securities. Some of these additional risks are:
o reduction of income by foreign taxes;
o fluctuation in value of foreign investments due to changes in currency
rates or currency control regulations (for example, currency
blockage);
o transaction charges for currency exchange;
o lack of public information about foreign issuers;
o lack of uniform accounting, auditing and financial reporting standards in
foreign countries comparable to those applicable to domestic issuers;
o less volume on foreign exchanges than on U.S. exchanges;
o greater volatility and less liquidity on foreign markets than in the
U.S.;
o less governmental regulation of foreign issuers, stock exchanges and
brokers than in the U.S.;
o greater difficulties in commencing lawsuits;
o higher brokerage commission rates than in the U.S.;
o increased risks of delays in settlement of portfolio transactions or loss
of certificates for portfolio securities;
o possibilities in some countries of expropriation, confiscatory taxation,
political, financial or social instability or adverse diplomatic
developments; and
o unfavorable differences between the U.S. economy and foreign economies.

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

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

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

|X| Portfolio Turnover. "Portfolio turnover" describes the rate at which
the Fund traded its portfolio securities during its last fiscal year. For
example, if a fund sold all of its securities during the year, its portfolio
turnover rate would have been 100% 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.

|X| Investing in Small, Unseasoned Companies. The Fund can invest in
securities of small, unseasoned companies. These are companies that have been
in operation for less than three years, including the operations of any
predecessors. Securities of these companies may be subject to volatility in
their prices. They 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.

|X| Illiquid and Restricted Securities. Under the policies and procedures
established by the Fund‘s Board of Trustees, the Manager determines the
liquidity of certain of the Fund‘s investments. To enable the Fund to sell its
holdings of a restricted security not registered under the Securities Act of
1933, the Fund may have to cause those securities to be registered. The
expenses of registering restricted securities may be negotiated by the Fund
with the issuer at the time the Fund buys the securities. When the Fund must
arrange registration because the Fund wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell
the security and the time the security is registered so that the Fund could
sell it. The Fund would bear the risks of any downward price fluctuation during
that period.

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

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

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

|X| Loans of Portfolio Securities. To raise cash for liquidity purposes,
the Fund can lend its portfolio securities to brokers, dealers and other types
of financial institutions approved by the Fund‘s Board of Trustees. These loans
are limited to not more than 25% of the value of the Fund‘s total assets. The
Fund currently does not intend to engage in loans of securities, but if it does
so, such loans will not likely exceed 5% of the Fund‘s 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 days‘ notice or in time to vote on any important matter.

|X| Inter-Fund Loans. Subject to SEC approval, the Fund may lend its
assets to affiliated investment companies (for example, other funds in the
OppenheimerFunds complex).

Implementation of inter-fund lending would be accomplished consistent
with applicable regulatory requirements, including the provisions of any order
the SEC might issue to the Fund and other Oppenheimer funds. The Fund has not
yet decided to apply for such an order and there is no guarantee any such order
would be granted, even if applied for. Until the SEC has approved an
inter-fund lending application, the Fund will not engage in lending with
affiliated investment companies.

The reason for lending money to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. To assure that the Fund will not
be disadvantaged by making loans to affiliated funds, certain safeguards will
be implemented. An example of the types of safeguards which the SEC may
require may include some or all of the following: the Fund will not lend money
to affiliated funds unless the interest rate on such loan is determined to be
reasonable under the circumstances; the Fund may not make interfund loans in
excess of 7.5% of its net assets; an interfund loan to any one affiliated fund
shall not exceed 5% of the Fund‘s net assets; an interfund loan may not be
outstanding for more than seven days; each interfund loan may be called on one
business day‘s notice; and the Manager will provide the Trustees reports on all
inter-fund loans demonstrating that the Fund‘s participation is appropriate and
that the loan is consistent with its investment objectives and policies.

|X| 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
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.

|X| Derivatives. The Fund can invest in a variety of derivative
investments to seek income for liquidity needs or for hedging purposes. Some
derivative investments the Fund can use are the hedging instruments described
below in this Statement of Additional Information. However, the Fund does not
use, and does not currently contemplate using, derivatives or hedging
instruments to a significant degree.
Some of the derivative investments the Fund can use include debt
exchangeable for common stock of an issuer or "equity-linked debt securities"
of an issuer. At maturity, the debt security is exchanged for common stock of
the issuer or it is payable in an amount based on the price of the issuer‘s
common stock at the time of maturity. Both alternatives present a risk that the
amount payable at maturity will be less than the principal amount of the debt
because the price of the issuer‘s common stock might not be as high as the
Manager expected.

|X| Hedging. Although the Fund does not anticipate the extensive use of
hedging instruments, the Fund can use them. It is not required to do so in
seeking its goal. In the broadest sense, options, futures and the other
hedging instruments described below may be considered as derivative
investments. 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:
|_| sell futures contracts,
|_| buy puts on such futures or on securities, or
|_| write covered calls on securities or futures. Covered calls
can also be used to seek income, but the Manager does not expect to
engage extensively in that practice.

The Fund can use hedging to establish a position in the securities market
as a temporary substitute for purchasing particular securities. In that case
the Fund would normally seek to purchase the securities and then terminate that
hedging position. The Fund might also use this type of hedge to attempt to
protect against the possibility that its portfolio securities would not be
fully included in a rise in value of the market. To do so the Fund could:
|_| buy futures, or
|_| 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) stock indices (these are referred to as "stock index futures"),
(2) securities indices (these are referred to as "financial futures"), (3) debt
securities (these are referred to as "interest rate futures"), (4) foreign
currencies (these are referred to as "forward contracts"), and (5) commodities
(these are referred to as "commodity futures").

A stock index is used as the basis for trading stock index futures. In
some cases these futures may be based on stocks of issuers in a particular
industry or group of industries. A stock index assigns relative values to the
common stocks included in the index and its value fluctuates in response to the
changes in value of the underlying stocks. A stock index cannot be purchased or
sold directly. 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.

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 can and sell
exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, commodities options, and options
on the other types of futures described above.

|_| Writing Covered Call Options. The Fund can write (that is,
sell) covered calls. If the Fund sells a call option, it must be covered. That
means the Fund must own the security subject to the call while the call is
outstanding, or, for certain types of calls, the call may be covered by
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 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.

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.

{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.}

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 held in a
segregated account by its custodian bank) 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 maintaining cash, U.S.
government securities or other liquid, high-grade debt securities in an amount
equal to the exercise price of the option, in a segregated account with the
Fund‘s custodian bank.

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

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

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

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

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

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

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

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

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

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

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

The Fund 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 to
its custodian bank assets having a value equal to the aggregate amount of the
Fund‘s commitment under forward contracts. The custodian bank will, in turn,
identify such assets on its records as segregated. The Fund will not enter
into forward contracts or maintain a net exposure to such contracts if the
consummation of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund‘s portfolio securities or
other assets denominated in that currency or another currency that is the
subject of the hedge.

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

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

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

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

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

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

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

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

Under the Investment Company Act, when the Fund purchases a future, it
must maintain liquid assets in an amount equal to the market value of the
securities underlying 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.

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

|_| 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,
|_| commercial paper (short-term, unsecured, promissory notes of domestic or
foreign companies) rated in the top rating category of a
nationally-recognized rating organization,
|_| debt obligations of corporate issuers, rated investment-grade (rated at
least Baa by Moody‘s Investors Service, Inc. or at least BBB by
Standard &amp; 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,
|_| preferred stocks,
|_| certificates of deposit and bankers‘ acceptances of domestic and foreign
banks and savings and loan associations, and
|_| 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.

|X| 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 10% of its net assets to be
subject to repurchase agreements having a maturity beyond seven days. There is
no limit on the amount of the Fund‘s net assets that may be subject to
repurchase agreements having maturities of seven days or less.

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

[Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the 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 Restrictions

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

|_| The Fund cannot buy securities issued or guaranteed by any
one issuer if more than 5% of its total assets would be invested in
securities of that issuer or if it would then own more than 10% of
that issuer‘s voting securities. This limitation applies to 75% of
the Fund‘s total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.

The Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in companies in any one
industry. Obligations of the U.S. government, its agencies and
instrumentalities are not considered to be part of an "industry"
for the purposes of this restriction.

|_| The Fund cannot make loans except (a) through lending of securities in an
amount not to exceed 25% of its total assets, (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 of, as a
result, the aggregate of such loans would exceed 331/3% of the
value of its total assets (taken at market value at the time of
such loans), and (d) through repurchase agreements.

|_| The Fund cannot borrow, other than from banks and 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).

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

|_| The Fund cannot underwrite securities of other companies. A
permitted exception is in case it is deemed to be an underwriter
under the Securities Act of 1933 when reselling any securities held
in its own portfolio.

|_| The Fund cannot issue "senior securities," but this does not
prohibit certain investment activities for which assets of the Fund
are designated as segregated, or margin, collateral or escrow
arrangements are established, to cover the related obligations.
Examples of those activities include borrowing money, reverse
repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, and contracts
to buy or sell derivatives, hedging instruments, options or futures.

|X| Non-Fundamental Investment Restrictions. The following operating
policies of the Fund are not fundamental policies and, as such, may be changed,
provided such change is consistent with the Investment Company Act of 1940
[("Investment Company Act")] and other applicable regulations, by vote of a
majority of the Fund‘s Board of Trustees without shareholder approval. These
additional restrictions provide that:

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

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

|_| The Fund cannot make short sales of securities except "short
sales against-the-box."

|_| The Fund cannot invest in interests in oil, gas or other
mineral exploration or development programs.

|_| The Fund cannot pledge, mortgage or hypothecate any of its
assets. However, this does not prohibit the escrow arrangements
contemplated by the put and call activities of the Fund or other
collateral or margin arrangements in connection with any of the
hedging instruments permitted by any of its other policies.

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, with the exception of the Fund‘s
borrowing policy . 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. The industry
classifications is not a fundamental policy.
How the Fund is Managed

Organization and History. The Fund is an open-end, diversified management
investment company with an unlimited number of authorized shares of beneficial
interest. The Fund was organized as a Massachusetts business trust in March,
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|?M[Scorpio][Scorpio]o[Pisces]|X|[Capricorn]o |_|[Sagittarius]
o[Aqueous][Cancer]|_|[Scorpio][Aqueous]|_|o[Libra][Scorpio]|_|o. As a
Massachusetts business trust, the Fund is not required to hold, and does not
plan to hold, regular annual meetings of shareholders. The Fund will hold
meetings when required to do so by the Investment Company Act or other
applicable law. It will also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders.

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

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

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

Board of Trustees[ and Oversight Committees.]{

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

The Board of Trustees has an Audit Committee, a Study Committee and a
Proxy Committee. The members of the Audit Committee are Kenneth Randall
(Chairman), Benjamin Lipstein and Edward Regan. The Audit Committee held four
meetings during the Fund‘s fiscal year ended October 31, {2001} [2002]. 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 Study Committee are Benjamin Lipstein (Chairman),
Robert Galli and Elizabeth Moynihan. The Study Committee held {seven} [six]
meetings during the Fund‘s fiscal year ended October 31, {2001} [2002]. The
Study 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 {of 1940} and other applicable law, among other duties as set forth
in the Committee‘s charter.

The members of the Proxy Committee are Edward Regan (Chairman), Russell
Reynolds and Clayton Yeutter. The Proxy Committee held one meeting during the
[Fund‘s] fiscal year ended October 31, {2001} [2002]. The Proxy Committee
provides the Board with recommendations for proxy voting and monitors proxy
voting by the Fund.

Trustees and Officers of the Fund. {The Fund‘s Trustees and officers and their
positions held with the Fund and length of service in such position(s) and
their principal occupations and business affiliations during the past five
years are listed below. Each of the Trustees except Mr. Murphy are independent
trustees,} [Except Mr. Murphy, each of the Trustees is an "Independent
Trustee,"] as defined in the Investment Company Act. Mr. Murphy is an
{"interested trustee}["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.

{Mr. Murphy was elected as a Trustee of the Fund with the understanding
that in the event his affiliation with the Manager is terminated, he will
resign as a trustee of the Fund and the other Board I Funds for which he is a
trustee or director. All information is as of December 31, 2001} [The Fund‘s
Trustees and officers and their positions held with the Fund and length of
service in such position(s) and their principal occupations and business
affiliations during the past five years are listed in the chart below. The
information for the Trustees also includes the dollar range of shares of the
Fund as well as the aggregate dollar range of shares beneficially owned in any
of the Oppenheimer funds overseen by the Trustees]. All of the Trustees are
{Trustees or Directors} [also trustees or directors] of the following [publicly
offered] Oppenheimer {Funds} [funds] (referred to as "Board I Funds"):

{ } Oppenheimer International Growth
Oppenheimer California Municipal Fund Fund
{ } Oppenheimer International Small
Oppenheimer Capital Appreciation Fund Company Fund
Oppenheimer Capital Preservation Fund { } Oppenheimer Money Market Fund, Inc.
Oppenheimer {Concentrated Growth}
[Developing Markets] Fund { } Oppenheimer Multiple Strategies Fund
{Oppenheimer Developing Markets Fund
Oppenheimer Multi-Sector Income Trust { } Oppenheimer Multi-{State Municipal}
} Oppenheimer Discovery Fund [Sector Income] Trust
{ } Oppenheimer [Multi-State] Municipal
Oppenheimer Emerging Growth Fund {Bond Fund} [Trust]
{ } Oppenheimer {New York} Municipal
Oppenheimer Emerging Technologies Fund [Bond] Fund
{ } Oppenheimer {Series} [New York
Oppenheimer Enterprise Fund Municipal] Fund{, Inc.}
{ } Oppenheimer {Special Value}
Oppenheimer Europe Fund [Series] Fund[, Inc.]
Oppenheimer Global Fund { } Oppenheimer Trinity Core Fund
{ } Oppenheimer Trinity Large Cap
Oppenheimer Global Growth &amp; Income Fund Growth Fund
Oppenheimer Gold &amp; Special Minerals
Fund { } Oppenheimer Trinity Value Fund
Oppenheimer Growth Fund { } Oppenheimer U.S. Government Trust

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

Messrs. Murphy, Masterson, Molleur, Vottiero,] {Messrs. Spiro, Murphy,
Bishop, Farrar, Molleur, } Wixted and Zack, and {Ms.} [Mses. Bechtolt,] Feld,
{Ms.} [Granger and] Ives and {Ms. Granger,} respectively hold the same offices
with [one or more of] the other Board I Funds as with the Fund. As of
{February 1} [November 27], 2002, 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
his or her family members, do not own securities of either the Manager or
Distributor of the Board I Funds or any person directly or indirectly
controlling, controlled by or under common control with the Manager or
Distributor.

|X| [Affiliated Transactions and Material Business Relationships.] Mr.
Reynolds has reported {that} he has a controlling interest in The Directorship
Search Group, Inc. [("The Directorship Search Group")], a director recruiting
firm that provided consulting services to Massachusetts Mutual Life Insurance
Company (which controls the Manager {and the Distributor) aggregating $100,000
for the calendar year ended}[) for fees aggregating $110,000 from January 1,
2000 through] December 31, 2001, an amount representing less than 5% of the
{firm‘s annual revenues} [annual revenues of The Directorship Search Group, Inc.
Mr. Reynolds estimates that The Directorship Search Group will bill
Massachusetts Mutual Life Insurance Company $150,000 for services to be
provided during the calendar year 2002]. [

]The Independent Trustees have unanimously (except for Mr. {Reynolds‘
abstention)} [Reynolds, who abstained)] determined that the consulting
arrangements between The Directorship [Search] Group, Inc. and Massachusetts
Mutual Life Insurance Company were not material business or professional
relationships that would compromise Mr. Reynolds‘ status as an Independent
Trustee. [Nonetheless, to assure certainty as to determinations of the Board
and the Independent Trustees as to matters upon which the Investment Company
Act or the rules thereunder require approval by a majority of Independent
Trustees, Mr. Reynolds will not be counted for purposes of determining whether
a quorum of Independent Trustees was present or whether a majority of
Independent Trustees approved the matter.
The address of each Trustee in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until
his or her resignation, retirement, death or removal.]

Independent Trustees

---------------------------------------------------------------------------------
Aggregate
Dollar
Range of
Name, Address[,] Dollar Shares
Age, Position(s) Principal Occupation(s) During Past Range of Owned in
Held with Fund 5 Years / Other Trusteeships Held Shares any of the
and Length of by Trustee / Number of Portfolios Owned in Board I
Time Served in Fund Complex Overseen by Trustee the Fund Funds
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Leon Levy, General Partner [(since 1982)] of $0 $0
Chairman of the Odyssey Partners, L.P. (investment
Board of Trustees partnership) {(since 1982)} and
Trustee (since Chairman of the Board [(since
2000) 1981)] of Avatar Holdings, Inc.
Age: 76 (real estate development){(since
1981). Director/trustee of 31
investment companies}[. Oversees 31
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Galli, A {Trustee} [trustee] or {Director}
Trustee (since [director] of other Oppenheimer
2000) Age: 68 funds. Formerly Vice Chairman {of
the Manager}(October 1995-December $Over Over
1997){. Director/trustee of 41 100,000 $100,000
investment companies} [of the
Manager. Oversees 41 portfolios] in
the OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip A. The Director [(since 1991)] of the ,000
Griffiths, Institute for Advanced Study,
Trustee (since Princeton, N.J.{(since 1991)},
2000) director [(since 2001)] of GSI
Age: 63 Lumonics {(since 2001)} and a
member of the National Academy of
Sciences (since 1979); formerly (in
descending chronological order) a
director of Bankers Trust
Corporation, Provost and Professor $0 $50,001-$1000
of Mathematics at Duke University,
a director of Research Triangle
Institute, Raleigh, N.C., and a
Professor of Mathematics at Harvard
University. {Director/trustee of 30
investment companies} [Oversees 31
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin Professor Emeritus of Marketing,
Lipstein, Trustee Stern Graduate School of Business
(since 2000) Administration, New York
Age: 78 University. {Director/trustee of 31 $0 Over
investment companies} [Oversees 31 $100,000
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
[Joel W. Motley, Director (January 2002-present),
Trustee since 2002 Columbia Equity Financial Corp.
Age: 50 (privately-held financial adviser);
Managing Director (January
2002-present), Carmona Motley, Inc.
(privately-held financial adviser);
Formerly he held the following
positions: Managing Director
(January 1998-December 2001), $None1 None1
Carmona Motley Hoffman Inc.
(privately-held financial adviser);
Managing Director (January
1992-December 1997), Carmona Motley
&amp; Co. (privately-held financial
adviser). Oversees 31 portfolios in
the OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
]Elizabeth B. Author and architectural historian;
Moynihan, Trustee a trustee of the Freer Gallery of
(since 2000) Art and Arthur M. Sackler Gallery
Age: 72 (Smithsonian Institute), Trustees
Council of the National Building
Museum; a member of the Trustees $0 $50,001 -
Council, Preservation League of New $100,000
York State. {Director/trustee of 31
investment companies} [Oversees 31
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. A director of Dominion Resources,
Randall, Trustee Inc. (electric utility holding
(since 2000) company) and Prime Retail, Inc.
Age: 74 (real estate investment trust);
formerly a director of Dominion
Energy, Inc. (electric power and
oil &amp; gas producer), President and
Chief Executive Officer of The
Conference Board, Inc.
(international economic and $0 Over
business research) and a director $100,000
of Lumbermens Mutual Casualty
Company, American Motorists
Insurance Company and American
Manufacturers Mutual Insurance
Company. {Director/trustee of 31
investment companies} [Oversees 31
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward V. Regan, President, Baruch College, CUNY; a
Trustee (since director of RBAsset (real estate
2000) manager); a director of OffitBank;
Age: 71 formerly Trustee, Financial
Accounting Foundation (FASB and
GASB), Senior Fellow of Jerome Levy
Economics Institute, Bard College,
Chairman of Municipal Assistance $0 $50,001 -
Corporation for the City of New $100,000
York, New York State Comptroller
and Trustee of New York State and
Local Retirement Fund.
{Director/trustee of} [Oversees] 31
investment companies in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Russell S. Chairman [(since 1993)] of The
Reynolds, Jr., Directorship Search Group, Inc.
Trustee (since (corporate governance consulting
2000) and executive recruiting){(since
Age: 70 1993)}; a life trustee of
International House (non-profit $0 $10,001 -
educational organization), and a $50,000
trustee [(since 1996)] of the
Greenwich Historical Society{(since
1996).}[. Oversees 31 portfolios in
the OppenheimerFunds complex.]
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donald W. Spiro, {Formerly he held the following
Vice Chairman of positions: Chairman Emeritus (until
the Board of August 1999), Chairman (November
Trustees, 1987 - January 1991) and} [Chairman
Trustee (since Emeritus (since January 1991) of
2000) the Manager. Formerly] a director
Age: 76 (January 1969-August 1999) of the
Manager{; President and Director of $0 Over
OppenheimerFunds Distributor, Inc., $100,000
a subsidiary of the Manager and the
Fund‘s Distributor (July 1978
January 1992). Director/trustee of
31 investment companies}[. Oversees
31 portfolios] in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clayton K. Of Counsel [(since 1993)], Hogan &amp; $0 Over
Yeutter, Trustee Hartson (a law firm){(since 1993)}.
(since 2000) Other directorships: Caterpillar,
Age: 71 Inc. (since 1993) {; Zurich
Financial Services (since 1998);
ConAgra, Inc. (since 1993); FMC
Corporation (since 1993); Texas
Instruments Incorporated (since
1993);} and Weyerhaeuser Co. (since
1999){; formerly a director of
Farmers Group Inc. (1994-2000), $100,000
Zurich Allied AG (1998-2000) and of
Allied Zurich Plc. (1998-2000).
Director/trustee of 31 investment
companies in the OppenheimerFunds
complex. Director/trustee of 31
investment companies}[. Oversees 31
portfolios] in the OppenheimerFunds
complex.
---------------------------------------------------------------------------------

[The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New
York, NY 10018. Mr. Murphy serves for an indefinite term, until his
resignation, death or removal.]

Interested Trustee and Officer

---------------------------------------------------------------------------------
Name, Address, Principal Occupation(s) During Past Dollar Aggregate
Dollar
Range of
Shares
Age, Position(s) Range of Owned in
Held with Fund 5 Years / Other Trusteeships Held by Shares any of the
and Length of Trustee / Number of Portfolios in Owned in Oppenheimer
Time Served Fund Complex Overseen by Trustee the Fund Funds
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer $0 $50,001 -
President and and director (since June 2001) and
Trustee President (since September 2000) of
Trustee (since the Manager; President and a
October 2001) [director or] trustee of other
Age: 52 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{; Director}[); 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: {OAM} [OFI]
Institutional [Asset Management],
Inc. and Centennial Asset Management
Corporation (since November 2001),
HarbourView Asset Management
Corporation and OFI Private
Investments, Inc. (since July
{2002)} [2001)]; President (since
November 1, 2001) and a director
(since July 2001) of Oppenheimer
Real Asset Management, Inc.{, an
investment advisor subsidiary of the
Manager}; a director (since November
2001) of Trinity Investment
Management Corp. and Tremont
Advisers, Inc.{, investment} $100,000
[(Investment] advisory affiliates of
the Manager[)]; Executive Vice
President (since February 1997) of
Massachusetts Mutual Life Insurance
Company{,} [(]the Manager‘s parent
company[)]; a director (since June
1995) of {DBL} [DLB] Acquisition
Corporation {; formerly }[(a holding
company that owns the shares of
David L. Babson &amp; Company, Inc.);
formerly,] Chief Operating Officer
{(from}[(]September 2000 {to}[-]June
2001) of the Manager; President and
trustee {(from}[(]November 1999
{to}[-]November 2001) of MML Series
Investment Fund and MassMutual
Institutional Funds{,} [(]open-end
investment companies{;}[);] a
director {(from}[(]September 1999
{to}[-]August 2000) of C.M. Life
Insurance Company; President, Chief
Executive Officer and director
{(from}[(]September 1999
{to}[-]August 2000) of MML Bay State
Life Insurance Company; a director
{(from}[(]June 1989 {to}[-]June
1998) of Emerald Isle Bancorp and
Hibernia Savings Bank{,} [(a]
wholly-owned subsidiary of Emerald
Isle Bancorp{; Executive Vice
President Director and Chief
Operating Officer (from June 1995 to
January 1997) of David L. Babson &amp;
Co., Inc., an investment advisor;
Chief Operating Officer (from March
1993 to December 1996) of Concert
Capital Management, Inc., an
investment advisor. Director/trustee
of 63 investment companies}[).
Oversees 69 portfolios] in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------

[The address of the Officers in the chart below is as follows: for Messrs.
Molleur and Zack and Mses. Feld and Granger, 498 Seventh Avenue, New York, NY
10018, for Messrs. Masterson, Vottiero and Wixted and Mses. Bechtolt and Ives,
6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an
annual term or until his or her earlier resignation, death or removal.]

Officers of the Fund

---------------------------------------------------------------------------------
Name, Address, Age, Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund and
Length of Time Served
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger, Portfolio Vice President of the Manager (since October
Manager, Age: 41
2000); formerly a portfolio manager at Fortis
Advisors (July 1998-October 2000) prior to
which she was portfolio manager at General
Motors Investment Management (July 1993-July
1998).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted, Treasurer, Senior Vice President and Treasurer (since
Principal Financial and March 1999) of the Manager; Treasurer (since
Accounting Officer (since March 1999) of HarbourView Asset Management
2000) Age: 42 Corporation, Shareholder Services, Inc.,
Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and
Oppenheimer Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March 2000)
and of OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since May
2000); Treasurer and Chief Financial Officer
(since May 2000) of Oppenheimer Trust Company;
Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp.; an officer of
other Oppenheimer funds; formerly Principal and
Chief Operating Officer, Bankers Trust Company
- Mutual Fund Services Division (March 1995 -
March 1999); Vice President and Chief Financial
Officer of CS First Boston Investment
Management Corp. (September 1991 - March 1995).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
{Robert J. Bishop, Assistant Vice President/Fund Accounting of the Manager
Treasurer }[Philip Vottiero,]
{(since 2000)} [Assistant (since March 2002; formerly Vice
Treasurer since 2002] President/Corporate Accounting of the Manager
{Age: 42 Vice President of the (July 1999-March 2002) prior to which he was
Manager/Mutual Fund Accounting Chief Financial Officer at Sovlink Corporation
(since May 1996); an officer (April 1996-June 1999). An officer of 85
of other Oppenheimer funds; portfolios in the OppenheimerFunds complex.
formerly an} [Age: 39
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Connie Bechtolt, ]Assistant Vice President of the [Manager
Assistant Treasurer since 2002 (since September 1998); formerly Manager/Fund
Age: 39 Accounting (September 1994-September 1998) of
the Manager. An officer of 85 portfolios in the
OppenheimerFunds complex] {Manager/Mutual Fund
Accounting (April 1994 - May 1996) and a Fund
Controller of the Manager. Scott T. Farrar,
Assistant Treasurer
(since 2000)
Age: 36 Vice President of the Manager/Mutual
Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc
(since October 1997); an officer of other
Oppenheimer Funds; formerly an Assistant Vice
President of the Manager/Mutual Fund Accounting
(April 1994 - May 1996), and a Fund Controller
of the Manager}.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack, Secretary Senior Vice President (since May 1985) and
(since October 2001) Acting General Counsel (since November 2001) of
Age: 53 the Manager; Assistant Secretary of Shareholder
Services, Inc. (since May 1985), Shareholder
Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
{Denis R. Molleur, Assistant Vice President and Assistant Counsel of the
Secretary Manager (since July 1998); formerly, an
}[Philip T. Masterson, associate with Davis, Graham, &amp; Stubbs LLP
Assistant Secretary since 2002 (January 1997-June 1998). An officer of 85
Age: 38 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Denis R. Molleur, Assistant Vice President and Senior Counsel of the
Secretary ] Manager (since July 1999); an officer of other
(since October 2001) Oppenheimer funds; formerly a Vice President
Age: 44 and Associate Counsel of the Manager (September
1995 - July 1999).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Katherine P. Feld, Assistant Vice President and Senior Counsel of the
Secretary Manager (since July 1999); an officer of other
(since October 2001) Oppenheimer funds; formerly a Vice President
Age: 43 and Associate Counsel of the Manager (June 1990
- July 1999).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives, Assistant Vice President and Assistant Counsel of the
Secretary Manager (since June 1998); an officer of other
(since October 2001) Oppenheimer funds; formerly an Assistant Vice
Age: 36 President and Assistant Counsel of the Manager
(August 1997 - June 1998); and Assistant
Counsel of the Manager (August 1994-August
1997).
---------------------------------------------------------------------------------

|X| Remuneration of Trustees. The officers of the Fund and one Trustee of
the Fund (Mr. Murphy) who are affiliated with the Manager receive no salary or
fee from the Fund. The remaining Trustees of the Fund received the compensation
shown below. The compensation from the Fund was paid during its fiscal year
ended October 31, 2002]. The compensation from all of the Board I Funds
represents compensation received as a director, trustee or member of a
committee of the boards of those funds during the calendar year 2001.

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

As of Fiscal Year As of December
Ended 9/30/02 31, 2001

[Trustee‘s Name
and Other Positions

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

Total
Retirement Compensation
Benefits Estimated from all
Aggregate Accrued as Annual Oppenheimer
Compensation Part Retirement Funds For Which
From Fund1 of Fund Benefits Paid Individual Serves
Expenses at Retirement as
from all Board Trustee/Director
I Funds (33 (33 Funds)
Funds )2

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

Leon Levy $253 $0 $133,352] $173,700
Chairman

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

Robert G. Galli 3] {$121 $59} [$154 $79 $55,678] $202,886
Study Committee Member

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

[Phillip A. Griffiths4 $80 $19 $10,256 $54,889

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

[Benjamin Lipstein $218 $25 $115,270 $150,152
Study Committee Chairman
Audit Committee Member

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

Joel W. Motley6 $0 $0 $0 $0

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

]Elizabeth B. Moynihan {$139 $77} [$154 $96 $57,086] $105,760
Study Committee Member

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

[Kenneth A. Randall $141 $20 $74,471 $97,012
Audit Committee Chairman

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

]Edward V. Regan {$137 $81} [$140 $50 $46,313] $95,960
Proxy Committee
Chairman{,} Audit
Committee Member

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

{Clayton K. Yeutter5} $104 $56 $48,991 $71,792
[Russell S. Reynolds,
Jr.]
{Proxy Committee
Member $80 $38 $71,792
1 }[Proxy Committee
Member

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

Donald W. Spiro $93 $23 $9,396 $64,080

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

Clayton K. Yeutter 5 $104 $52 $36,372 $71,792
Proxy Committee Member

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

1.] Aggregate compensation [from the Fund] includes [fees and] deferred
compensation, if [any.
2. Estimated annual retirement benefits paid at retirement is based on a
straight life payment plan election. The amount for Mr. Galli includes
$24,989 for serving as a trustee or director of 10 Oppenheimer funds that
are not Board I Funds.
3. Includes $97,126 for Mr. Galli for serving as trustee or director of 10
Oppenheimer funds that are not Board I Funds.
4. Aggregate compensation from the Fund includes $80 deferred under Deferred
Compensation Plan described below.
5. Aggregate compensation from the Fund includes $26 deferred under Deferred
Compensation Plan described below.
6. Elected to the Board on October 10, 2002 and therefore did not receive
any compensation.]

|X| Retirement Plan for Trustees. The Fund has adopted a retirement plan
that provides for payments to retired 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 15 years to be eligible for the maximum payment.
Each Trustee‘s retirement benefits will depend on the amount of the Trustee‘s
future compensation and length of service. Therefore the amount of those
benefits cannot be determined at this time, nor can we estimate the number of
years of credited service that will be used to determine those benefits.

|X| Deferred Compensation Plan for Trustees. The Board of Trustees has
adopted a Deferred Compensation Plan for disinterested trustees that enables
them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation deferred by
a Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee.
The amount paid to the Trustee under the plan will be 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 Securities
and Exchange Commission, the Fund may invest in the funds selected by the
Trustee under the plan without shareholder approval for the limited purpose of
determining the value of the Trustee‘s deferred fee account.

|X| Major Shareholders. As of November 27,] 2002, the only people who
owned of record or was 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 were:

[OppenheimerFunds Distributor Inc., Attn: Ray Olson, 6803 South Tucson
Way, Centennial, Colorado 80112-3924, which owned 680,000 Class A shares
(20.88% of the Class A shares then outstanding).

IRA Rollover, Nicholas J. Rothenbach, 4850 Catalpa Creek Drive,
Cincinnati, Ohio 45242 which owned 70,796.460 Class C shares (7.73% of
the Class C shares then outstanding).

Double John Partnership, John Walker, 8655 Camargo Road, Cincinnati, Ohio
45243 which
owned 70,796.460 Class C shares (5.8% of the Class C shares then
outstanding).

Alexander C. Shafer TR, Shafer Insurance Agency Inc., Profit Sharing 401k
Plan, 1100 Marion Street, Suite 100, Knoxville, Tennessee 37921-6869
which owned 53,999.248 Class C shares (39.79% of the Class N shares then
outstanding).

The Brand Banking Company, 401(K) Plan, Attn: Becky Gunthrie, PO Box
1110, Lawrenceville, Georgia 30046-1110, which owned 7,430.032 Class C
shares (5.47% of the Class N shares then outstanding).

Chris Prater Customer, I.P.H.F.H.A. Inc., 401k Profit Sharing Plan, 7829
East Rockhill Street, Wichita, Kansas 67206-3920, which owned 10,328.304
Class N shares (7.61% of the Class N shares then outstanding).

Bruce E. Harrison Plumbing, FBO Bruce E. Harrison, 1904 Pleasant Ridge
Road, Virginia Beach, Virginia 23457-1507, which owned 9,682.718 Class N
shares (7.13% of the Class N shares outstanding).

Quality Systems Inc. Retirement Savings Plan, Attn: Paul Holt 18191 Von
Karman Avenue, Suite 450, Irvine, California 92612-7113 which owned
7,265.524 Class N shares (5.35% of the Class N shares then outstanding).

OppenheimerFunds Capital Accumulation, Attn MML07, 200 Clarendon Street,
16th Floor, Boston, Massachusetts 02116-5021, which owned 115,036.225
Class Y shares (99.91% of the Class Y shares then outstanding).]

|X| The Manager. The Manager is wholly-owned by Oppenheimer Acquisition
Corp., a holding company controlled by Massachusetts Mutual Life Insurance
Company.

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

The Code of Ethics is an exhibit to the Fund‘s registration statement
filed with the Securities and Exchange Commission and can be reviewed and
copied at the SEC‘s Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by
calling the SEC at 1-202-942-8090. 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 HTTP://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| The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and the Fund. The Manager selects securities for
the Fund‘s portfolio and handles its day-to-day business. The portfolio manager
of the Fund is employed by the Manager and is the person who is principally
responsible for the day-to-day management of the Fund‘s portfolio. Other
members of the Manager‘s Equity Portfolio Team provide the portfolio manager
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.

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

]
Fiscal Year Management Fees Paid to
ended 10/31: OppenheimerFunds, Inc.

----------------------------------------------
----------------------------------------------
2001 $201,820
----------------------------------------------
----------------------------------------------

[2002 $354,678

----------------------------------------------
]
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.

For the most recent renewal of the Fund‘s investment advisory agreement
in December 2001, the Board considered, with its counsel: (i) the quality and
extent of the services to be provided to the Fund by the Manager; (ii)
the depth of organization, expertise and experience of the Manager; (iii)
the financial resources of the Manager; (iv) the ability of the Manager to
retain and attract qualified personnel; (v) the performance of assets
managed by the Manager in the Fund‘s investment style; (vi) benefits derived
by the Manager from its relationship with the Fund, including receipt of
tangible and intangible research by allocating the Fund‘s brokerage per section
28(e) of the Securities Exchange Act of 1934; and (vii) the overall experience
and reputation of the Manager in providing such services to investment
companies. In addition, the Board reviewed and discussed the terms and
conditions of the investment advisory agreement. Based upon its review, the
Board of Trustees concluded that the terms of the Fund‘s investment advisory
agreement are reasonable, fair and in the best interests of the Fund and its
shareholders, and that the fees provided therein are fair and reasonable
in light of the usual and customary charges made by others for services of the
same nature and quality.

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

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

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

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

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

In arriving at a decision, the Board did not single out any one factor or
group of factors as being more important than other factors, but considered all
factors together. The Board judged the terms and conditions of the 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, 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 such 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. Subject to those considerations, as a factor in selecting
brokers for the Fund‘s portfolio transactions, the Manager may also consider
sales of shares of the Fund and other investment companies for which the
Manager or an affiliate serves as investment advisor.

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

Transactions in securities other than those for which an exchange is the
primary market are generally done with principals or market makers. In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets. Brokerage commissions are paid primarily
for 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.

Most purchases of debt obligations are principal transactions at net
prices. Instead of using a broker for those transactions, the Fund normally
deals directly with the selling or purchasing principal or market maker unless
the Manager determines that a better price or execution can be obtained by
using the services of a broker. Purchases of portfolio securities from
underwriters include a commission or concession paid by the issuer to the
underwriter. Purchases from dealers include a spread between the bid and asked
prices. The Fund seeks to obtain prompt execution of these orders at the most
favorable net price.

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 concessions 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.

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

]
Total Brokerage
Commissions Paid by the
Fiscal Year Ended Fund1
10/31:

------------------------------------------------
------------------------------------------------
2001 $32,4182
------------------------------------------------
------------------------------------------------

[2002 $342,7413

------------------------------------------------
1. ]Amounts do not include spreads or concessions on principal transactions
on a net trade basis.
2. In the fiscal year ended 10/31/01, the amount of transactions to brokers
for research services was $0 and the amount of the commissions paid to
broker-dealers for those services was $0.

3. [In the fiscal year ended 10/31/01, the amount of transactions to brokers
for research services was $498,810 and the amount of the commissions paid to
broker-dealers for those services was $15,460.]

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.

1. 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 most recent fiscal year are
shown in the tables below.

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

Aggregate Class A Front-End
Fiscal Year Front-End Sales Sales Charges
Ended 10/31: Charges on Class Retained by
A Shares Distributor1
-----------------------------------------------------
-----------------------------------------------------
2001 $114,339 $31,486[
-----------------------------------------------------
-----------------------------------------------------

2002 $137,256 $40,503]

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

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

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

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

[2002 $3,422 $128,561 $21,089 $7,8602

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

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

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

[2002 $236 $35,622 $904 $1,127

--------------------------------------------------------------------------------------
]

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.

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

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

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

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

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

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

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

[With respect to purchases of Class A shares subject to a contingent
deferred sales charge by certain retirement plans that purchased such shares
prior to March 1, 2001 ("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to Recipients in advance for the first
year after the shares are purchased. 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, 2002] {For the fiscal period ended
October 31, 2001}, payments under the Class A plan totaled {$24,226, all}
[$43,961,] of which [$236] was {paid} [retained] by the Distributor {to
recipients. That included $1,333} [under the arrangement described above, and
included $2,529] 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 the Class A Plan to pay any of its interest expenses,
carrying charges, or other financial costs, or allocation of overhead.

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

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

The Distributor retains the asset-based sales charge on Class B shares.
The Distributor retains the asset-based sales charge on Class C shares during
the first year the shares are outstanding and retains the asset-based sales
charge on Class N shares during the first 18 months the shares are
outstanding. It pays the asset-based sales charge as an ongoing commission to
the recipient on Class C shares outstanding for a year or more and to the
recipient on Class N shares outstanding for 18 months or more. If a dealer has
a special agreement with the Distributor, the Distributor will pay the Class B,
Class C and/or Class N service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commissions and service fee in
advance at the time of purchase.

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

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

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

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

[Distribution Fees Paid to the Distributor in the Fiscal Year Ended 10/31/02

------------------------------------------------------------------------------
------------------------------------------------------------------------------
] Distributor‘s Distributor‘s
Aggregate Unreimbursed
Total Amount Unreimbursed Expenses as %
Payments Retained by Expenses of Net Assets
Class Under Plan1 Distributor Under Plan of Class
------------------------------------------------------------------------------
------------------------------------------------------------------------------

[Class B Plan $69,723 $59,179 $144,916 2.27%

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

Class C Plan $30,539 $14,566 $37,084 0.76%]

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

[Class N Plan $2,054 $1,980 $10,940 1.84%

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

1. ]Includes amounts paid to an affiliate of the Distributor‘s parent
company: [$396] (Class B), [$242] (Class C) and [$2] (Class N).

All payments under the Class B, Class C and the 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. For periods of less than one year,
the Fund may quote its performance on a non-annualized basis. You can obtain
current performance information by calling the Fund‘s Transfer Agent at
{1-800-525-7048} [1.800.225.5677] or by visiting the OppenheimerFunds Internet
website at HTTP://WWW.OPPENHEIMERFUNDS.COM.
-------------------------------

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

Use of standardized performance calculations enables an investor to
compare the Fund‘s performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund‘s performance information as a basis for comparison with other investments:
|_| 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.
|_| The Fund‘s performance returns do not reflect the effect of taxes on
dividends and capital gains distributions.
|_| An investment in the Fund is not insured by the FDIC or any other
government agency.
|_| The principal value of the Fund‘s shares and total returns are not
guaranteed and normally will fluctuate on a daily basis.
|_| When an investor‘s shares are redeemed, they may be worth more or
less than their original cost.
|_| 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 debt 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") (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%} [5%] in the first year, {4.0%} [4%] in
the second year, {3.0%} [3%] in the third and fourth years, {2.0%} [2%] in the
fifth year, {1.0%} [1%] in the sixth year and none thereafter. For Class C
shares, the {1.0%} [1%] contingent deferred sales charge is deducted for
returns for the 1-year period. For Class N shares, the {1.0%} [1%] contingent
deferred sales charge is deducted for returns for the {life-of-class periods as
applicable. }[one year period as applicable. Class N total returns may also be
calculated for the periods prior to 3/1/01 (the inception date for Class N
shares), 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.

|_| 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:

---------------------------------------------------------------------------------
[OBJECT OMITTED]
---------------------------------------------------------------------------------

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

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

|_| 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
ATVDR 1/n Distributions and Redemption)
-----
P

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

Average Annual Total Returns for Class A Shares1 (After Sales Charge)
For the Periods Ended 10/31/02

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

1-Year 5-Year

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

------------------------- -34.86% -25.74%
After Taxes on
Distributions

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

After Taxes on -21.23% -19.90%
Distributions and
Redemption of Fund Shares

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

1. Inception of Class A shares: 11/1/00]

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

---------------------------------------------------------------------------------
|_| 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:

---------------------------------------------------------------------------------
[OBJECT OMITTED]
---------------------------------------------------------------------------------

|_| 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 10/31/02

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
] Cumulative Total Average Annual Total Returns
Class Returns (10 years or
of Life of Class)
Shares
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
5-Year 10-Year
1-Year (or life-of-class) (or
life-of-class)
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
After Without After Without After Without After Without
Sales Sales Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge Charge Charge
(MOP) (NAV) (MOP) (NAV) (MOP) (NAV) (MOP) (NAV)
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Class A -44.78%1 -41.41%1 -34.86% -30.89% -25.69% -23.45% ]N/A N/A

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

Class B -44.74%1 -42.44%1 -34.93% -31.50% -25.66% -24.13% ]N/A N/A

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

Class C -42.35%1 -32.15% -31.47% -24.07% -24.07% ]N/A N/A
-42.35%1

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

Class N -29.83%2 -31.77% -31.08% -19.15% -19.15% ]N/A N/A
-29.83%2

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

Class Y -40.99%1 -30.58% -30.58% -23.18% ]N/A N/A
-40.99%1 -23.18%

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

1. Inception of Class A, Class B, Class C, and Class Y: 11/1/00.
2. Inception of Class N: 3/01/01.

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 Analytical Services, Inc.
Lipper is a widely-recognized independent mutual fund monitoring service.
Lipper monitors performance of regulated investment companies, including the
Fund, and ranks their performance for various periods 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 {and Rankings}. From time to time the Fund may
publish the star rating and ranking of the performance of its classes of shares
by Morningstar, Inc., an independent mutual fund monitoring service.
Morningstar rates {and ranks mutual funds in broad investment categories:
domestic stock funds, international stock funds, taxable bond funds and
municipal bond funds. The Fund is included in the domestic stock funds
category} [mutual funds in their specialized market sector. The Fund is rated
among small growth companies].

Morningstar proprietary star {rankings} [ratings] reflect historical
risk-adjusted total investment return. For each fund with at least a three-year
history, Morningstar calculates a Morningstar {RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund‘s
load-adjusted return for the same period, and then adjusting this excess return
for risk} [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 {broad asset class} [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
{Ratings} [Rating] metrics.

The Fund may also compare its total return ranking to that of other funds
in its Morningstar category, in addition to its star ratings. Those total
return rankings are percentages from one percent to one hundred percent and are
not risk adjusted. For example, if a fund is in the 94th percentile, that means
that 94% of the funds in the same category performed better than it did.

|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 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} [ABOUT your account]

---------------------------------------------------------------------------------
How to Buy Shares
---------------------------------------------------------------------------------

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

AccountLink. When shares are purchased through AccountLink, each purchase must
be at least {$25} [$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 {two regular business days
following} [on] the regular business day {you instruct} the Distributor [is
instructed] to initiate the Automated Clearing House ("ACH") transfer to buy
the shares. {That instruction must be received prior to the close of The New
York Stock Exchange that day.} Dividends will begin to accrue on shares
purchased with the proceeds of ACH transfers on the business day {after the
shares are purchased} [the Fund receives Federal Funds for the purchase through
the ACH system before the close of The New York Stock 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 {3} [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.

|X| Right of Accumulation. To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can add
together:
o Class A{,} [and] Class B {and Class N} shares you purchase for your
individual accounts (including IRAs and 403(b) plans), or for your
joint accounts, or for trust or custodial accounts on behalf of
your children who are minors, and
o Current purchases of Class A{,} [and] Class B {and Class N} shares of the
Fund and other Oppenheimer funds to reduce the sales charge rate
that applies to current purchases of Class A shares, and
o Class A{,} [and] Class B {and Class N} shares of Oppenheimer funds you
previously purchased subject to an initial or contingent deferred
sales charge to reduce the sales charge rate for current purchases
of Class A shares, provided that you still hold your investment in
one of the Oppenheimer funds.

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

{n} The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for
which the Distributor acts as the distributor {or the sub-distributor} and
currently include the following {in addition to the Fund}:

Oppenheimer Bond Fund Oppenheimer Municipal Bond Fund
{Oppenheimer New York Municipal Fund
Oppenheimer Capital Appreciation Fund }
Oppenheimer California Municipal Fund Oppenheimer New Jersey Municipal Fund
[Oppenheimer Capital Appreciation Fund Oppenheimer New York Municipal Fund
]Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund,
{Inc. Oppenheimer Concentrated Growth
Fund Oppenheimer Quest Global Value
Oppenheimer Champion Income Fund Fund,} Inc.
[Oppenheimer Quest Global Value Fund,
Oppenheimer Convertible Securities Fund Inc.
]Oppenheimer Quest Opportunity Value
Oppenheimer Developing Markets Fund Fund
Oppenheimer {Developing Markets}
[Disciplined Allocation] Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer {Disciplined Allocation}
[Discovery] Fund Oppenheimer Real Asset Fund
{Oppenheimer Discovery Fund Oppenheimer
Rochester National Municipals Fund } Oppenheimer {Senior Floating Rate Fund}
Oppenheimer Emerging Growth Fund [Rochester National Municipals]
Oppenheimer Emerging Technologies Fund [Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund ]Oppenheimer Small Cap Value Fund
{Oppenheimer Enterprise Fund
Oppenheimer Special Value Fund }
Oppenheimer Europe Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth &amp; Income Fund Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth
Oppenheimer Gold &amp; Special Minerals Fund Fund
Oppenheimer Growth Fund Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund Oppenheimer U.S. Government Trust
{Oppenheimer Intermediate Municipal
Fund Oppenheimer Value Fund } {Limited-Term New York Municipal}
Oppenheimer International Bond Fund [Oppenheimer Value] Fund
{Rochester Fund Municipals}
Oppenheimer International Growth Fund [Limited-Term New York Municipal Fund]
Oppenheimer International Small Company
Fund [Rochester Fund Municipals
]OSM1- Gartmore Millennium Growth Fund
Oppenheimer Limited-Term Government Fund II
Oppenheimer Limited {-}Term {Government}
[Municipal] Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth &amp; Income OSM1 - Mercury Advisors S&amp;P 500 Index
Fund [Fund]
OSM1 - Mercury Advisors Focus Growth
Oppenheimer Main Street Opportunity Fund Fund
Oppenheimer Main Street Small Cap Fund OSM1 - QM Active Balanced Fund
OSM1 - Salomon Brothers {Capital} [All
Oppenheimer MidCap Fund Cap] Fund
Oppenheimer Multiple Strategies Fund
{ and} [And] the following money
market funds:[
]
Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers

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

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

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

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

In submitting a Letter, the investor makes no commitment to purchase
shares. However, if the investor‘s purchases of shares within the Letter of
Intent 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}
[application] used for a Letter of Intent. 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 of Intent.

If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the {commissions}
[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 of Intent 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 {commissions} [concessions] allowed or paid to the
dealer over the amount of {commissions} [concessions] that apply to the actual
amount of purchases. The excess {commissions} [concessions] returned to the
Distributor will be used to purchase additional shares for the {investor‘s}
[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 of Intent. If the intended purchase amount under a Letter
of Intent entered into by an OppenheimerFunds prototype 401(k) plan is not
purchased by the plan by the end of the Letter of Intent period, there will be
no adjustment of {commissions} [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 of Intent
period will be deducted. It is the responsibility of the dealer of record
and/or the investor to advise the Distributor about the Letter in placing any
purchase orders for the investor during the Letter of Intent 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 {thirteen} [13]-month Letter of Intent period, the
escrowed shares will be promptly released to the investor.

3. If, at the end of the {thirteen} [13]-month Letter of Intent 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. {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. {To} [As explained in the Prospectus, you must initially
establish your account with $500. Subsequently, you can] establish an Asset
Builder Plan to {buy} [automatically purchase additional] shares directly from
a bank account{, you must enclose a check (the minimum $25) for the initial
purchase with your application} [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} [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 {15} [10] days) after receipt of your instructions to implement
them. The Fund reserves the right to amend, suspend{,} or discontinue offering
Asset Builder plans at any time without prior notice.

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charge or at reduced sales charge rates, as
described in Appendix B to this Statement of Additional Information. Certain
special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner &amp; Smith, Inc. ("Merrill Lynch") or an independent
record keeper that has a contract or special arrangement with Merrill Lynch. If
on the date the plan sponsor signed the Merrill Lynch record keeping service
agreement the plan has less than $3 million in assets (other than assets
invested in money market funds) invested in applicable {Investments}
[investments], then the retirement plan may purchase only Class B shares of the
Oppenheimer funds. Any retirement plans in that category that currently invest
in Class B shares of the Fund will have their Class B shares converted to Class
A shares of the Fund when the plan‘s applicable investments reach $5 million.
[OppenheimerFunds has entered into arrangements with certain record keepers
whereby the Transfer Agent compensates the record keeper for its record keeping
and account servicing functions that it performs on behalf of the participant
level accounts of a retirement plan. While such compensation may act to reduce
the record keeping fees charged by the retirement plan‘s record keeper, that
compensation arrangement may be terminated at any time, potentially affecting
the record keeping fees charged by the retirement plan‘s record keeper.]

Cancellation of Purchase Orders. Cancellation of purchase orders for the
{Fund‘s} [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 {value} [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} [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 {shares} and Class N [shares] have no initial sales charge, the purpose
of the deferred sales charge and asset-based sales charge on Class B, Class C
and Class N shares is the same as that of the initial sales charge on Class A
shares - to compensate the Distributor and brokers, dealers and financial
institutions that sell shares of the Fund. A salesperson who is entitled to
receive compensation from his or her firm for selling Fund shares may receive
different levels of compensation for selling one class of shares rather than
another.

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

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 after six years 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.
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.]
1.
2. 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.
o
[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} [Fund‘s]
assets and are not paid directly by shareholders. However, those expenses
reduce the net asset {value} [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} [Fund‘s] share classes recognizes two types of
expenses. General expenses that do not pertain specifically to any one class
are allocated pro rata to the shares of all classes. The allocation is based on
the percentage of the Fund‘s total assets that is represented by the assets of
each class, and then equally to each outstanding share within a given class.
Such general expenses include management fees, legal, bookkeeping and audit
fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current
shareholders, fees to unaffiliated Trustees, custodian expenses, share issuance
costs, organization and start-up costs, interest, taxes and brokerage
commissions, and non-recurring expenses, such as litigation costs.

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

[Account Fees. As stated in the Prospectus, a $12 annual fee is assessed on any
account valued at less than $500. This fee will not be assessed on the
following accounts:
o Accounts that have balances below $500 due to the automatic conversion of
shares from Class B to Class A shares;
o Accounts with an active Asset Builder Plan, payroll deduction plan or a
military allotment plan;
o OppenheimerFunds-sponsored group retirement accounts that are making
continuing purchases;
o Certain accounts held by broker-dealers through the National Securities
Clearing Corporation; and
o Accounts that fall below the $500 threshold due solely to market
fluctuations within the 12-month period preceding the date the fee is
deducted.

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

Determination of Net Asset Values Per Share. The net asset values per share of
each class of shares of the Fund are determined as of the close of business of
The New York Stock Exchange [("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., {New York} [Eastern]
time, but may close earlier on some other days (for example, in case of weather
emergencies or on days falling before a {holiday). }[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} [Year‘s] Day, Presidents‘
Day, Martin Luther King, Jr. 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
{U.S.} 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 {New York Stock} 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 {New York Stock} 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} [Fund‘s] securities. In general
those procedures are as follows:
o {o} Equity securities traded on a U.S. securities exchange or on {NASDAQ}
[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} [Nasdaq], as applicable, on that day,
or
(2) if last sale information is not available on a valuation date, they are
valued at the last reported sale price preceding the valuation
date if it is within the spread of the closing "bid" and "asked"
prices on the valuation date or, if not, at the closing "bid"
price on the valuation date.
o {o} Equity securities traded on a foreign securities exchange generally
are valued in one of the following ways:
(3) at the last sale price available to the pricing service approved by the
Board of Trustees, or
(4) 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
(5) 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 {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} [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 {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}
[Fund‘s] Board of Trustees or obtained by the Manager from two active market
makers in the security on the basis of reasonable inquiry:
(6) debt instruments that have a maturity of more than 397 days when issued,
(7) debt instruments that had a maturity of 397 days or less when issued and
have a remaining maturity of more than 60 days, and
(8) 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 {o} The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:
(9) 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
(10) debt instruments held by a money market fund that have a remaining
maturity of 397 days or less.
o {o} Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board‘s procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the "bid"
and "asked" prices provided by a single active market maker (which in certain
cases may be the "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

Reinvestment Privilege. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of:
o {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 {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.{ In general gains and losses on the redemption of shares will be
long-term capital gains or losses if the shares have been held for more than
one year. Gains or losses on the redemption of shares will be short-term gains
or losses if the shares have been held for one year or less.} 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.

{In addition, if a shareholder realizes a loss on the redemption of the shares
in the Fund and reinvests in shares in the Fund within 30 days before or after
the redemption or exchange, the transactions may be subject to the "wash sale"
rules, resulting in a postponement of the recognition of such loss for tax
purposes. Any loss realized by shareholders upon a redemption of shares within
six months of the date of their purchase will be treated as long-term capital
loss to the extent of any distributions of net long-term capital gains with
respect to such shares during the six-month period.

Payments "In Kind."} [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 {or}[,]
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 {persons)} [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 {New
York Stock} 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} [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} [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 {and} [or] Class
N contingent deferred sales charge is waived as described in Appendix B to this
Statement of Additional Information {below)}[)].

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 {$25} [$50].
Instructions should be provided on the OppenheimerFunds Application or
signature-guaranteed instructions. Exchanges made under these plans are subject
to the restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.

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

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

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

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

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

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

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

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

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer funds
having more than one class of shares may be exchanged only for shares of the
same class of other Oppenheimer funds. Shares of Oppenheimer funds that have a
single class without a class designation are deemed "Class A" shares for this
purpose. You can obtain a current list showing which funds offer which classes
[of shares] by calling the Distributor {at 1.800.525.7048}.

o All of the Oppenheimer funds currently offer Class A, B {and C shares
except Oppenheimer Money Market Fund, Inc., Centennial Money Market
Trust, Centennial Tax Exempt Trust, Centennial Government Trust,}[, C, N
and Y shares with the following exceptions:

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

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

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

o Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for
shares of any other fund.]
o Class B, Class C and Class N shares of Oppenheimer Cash Reserves are
generally available only by exchange from the same class of shares of
other Oppenheimer funds or through OppenheimerFunds-sponsored 401(k)
plans.
o {Only certain Oppenheimer funds currently offer Class Y shares. Class Y
shares of Oppenheimer Real Asset Fund may not be exchanged for shares of
any other fund.Only certain Oppenheimer funds currently offer Class N
shares, which are only offered to retirement plans as described in the
Prospectus. Class N shares can be exchanged only for Class N shares of
other Oppenheimer funds.}Class M shares of Oppenheimer Convertible
Securities Fund may be exchanged only for Class A shares of other
Oppenheimer funds. They may not be acquired by exchange of shares of any
class of any other Oppenheimer funds except Class A shares of Oppenheimer
Money Market Fund or Oppenheimer Cash Reserves acquired by exchange of
Class M shares.
o Class X shares of Limited Term New York Municipal Fund {can} [may] be
exchanged only for Class B shares of other Oppenheimer funds and no
exchanges may be made to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may not be exchanged for
shares of Oppenheimer Money Market Fund, Inc., Oppenheimer Cash Reserves
or Oppenheimer Limited-Term Government Fund. Only participants in
certain retirement plans may purchase shares of Oppenheimer Capital
Preservation Fund, and only those participants may exchange shares of
other Oppenheimer funds for shares of Oppenheimer Capital Preservation
Fund.
o Class A shares of Oppenheimer Senior Floating Rate Fund are not available
by exchange of shares of Oppenheimer Money Market Fund or Class A shares
of Oppenheimer Cash Reserves.
o {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.Class A, Class B, Class C and Class Y}
Shares of Oppenheimer Select Managers Mercury Advisors S&amp;P Index Fund and
Oppenheimer Select Managers QM Active Balanced Fund are only available to
retirement plans and are available only by exchange from the same class
of shares of other Oppenheimer funds held by retirement plans.
o Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any money market fund offered by the Distributor. Shares of
any money market fund purchased without a sales charge may be exchanged
for shares of Oppenheimer funds offered with a sales charge upon payment
of the sales charge. They may also be used to purchase shares of
Oppenheimer funds subject to an early withdrawal charge or contingent
deferred sales charge.
o Shares of Oppenheimer Money Market Fund, Inc. purchased with the
redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 30 days
prior to that purchase may subsequently be exchanged for shares of other
Oppenheimer funds without being subject to an initial sales charge or
contingent deferred sales charge. To qualify for that privilege, the
investor or the investor‘s dealer must notify the Distributor of
eligibility for this privilege at the time the shares of Oppenheimer
Money Market Fund, Inc. are purchased. If requested, they must supply
proof of entitlement to this privilege.
o Shares of the Fund acquired by reinvestment of dividends or distributions
from any of the other Oppenheimer funds or from any unit investment trust
for which reinvestment arrangements have been made with the Distributor
may be exchanged at net asset value for shares of any of the Oppenheimer
funds.

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} [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{. However, when Class A
shares }[, 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 {other} [any] Oppenheimer {funds} [fund] purchased subject
to a Class A contingent deferred sales charge are redeemed within 18 months
{of} [measured from] the {end} [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 {The Class B contingent deferred sales charge is imposed on Class B
shares }[When Class A shares of Rochester National Municipals and Rochester
Fund Municipals] acquired by exchange {if they} [of Class A shares of any
Oppenheimer fund purchased subject to a Class A contingent deferred sales
charge] are redeemed within {6 years} [24 months of the beginning of the
calendar month] of the initial purchase of the exchanged Class {B} [A]
shares{. The}[, the] Class {C} [A] 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. The Class
N} [the redeemed shares.

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

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

o With respect to Class B shares, the Class B] contingent deferred sales
charge is imposed on Class {N} [B] shares acquired by exchange if they are
redeemed within {18 months} [six years] of the initial purchase of the
exchanged Class {N shares or the plan‘s} [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 {N
shares.} [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 {the} 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. The Fund may accept requests for exchanges of
up to 50 accounts per day from representatives of authorized dealers that
qualify for this privilege.

|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} [prospectus] of
that fund before the exchange request may be submitted. If all telephone lines
are busy (which might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by telephone
and would have to submit written exchange requests.

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

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

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

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

Dividends, Capital Gains and Taxes

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

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

Tax Status of the {Fund‘s} [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 {advisors}
[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.

{n} 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 net short-term capital gain in excess of long-term
capital loss)}[)] 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 {twelve} [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.

{n} 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.

{n} 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.
{ Since it is anticipated that most of the Fund‘s income will be derived from
interest it receives on its investments, the Fund does not anticipate that its
distributions will qualify for this 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{. It does not} [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, {it is expected that} the Fund {also} will {elect}
[provide] to {have} shareholders of record on the last day of its taxable year
{treated as if each received a distribution of} [information regarding] their
pro rata share of {such} [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 {and remit to the
U.S. Treasury 31%} [30% (29% for payments after December 31, 2003)] of ordinary
income dividends {and}[,] capital gains distributions and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct{, certified} taxpayer identification number [or to properly certify
--------------------
that number when required], (2) who is subject to backup withholding for
failure to report the receipt of interest or dividend income properly, or (3)
who has failed to certify to the Fund that the shareholder is not subject to
backup withholding or is an "exempt recipient" (such as a corporation). [All
income and any tax withheld by the Fund is remitted by the Fund to the U.S.
Treasury and is identified in reports mailed to shareholders in January of each
year.

]{n} 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.

{n} Foreign Shareholders. {Taxation} [Under U.S. tax law, taxation] of a
shareholder who {under United States law is }[is a foreign person (to include,
but not limited to,] a nonresident alien individual, [a] foreign trust {or}[, a
foreign] estate, [a] foreign corporation, or [a] foreign partnership[)
primarily] depends on whether the {shareholder‘s} [foreign person‘s] income
from the Fund is effectively connected with [the conduct of] a U.S. trade or
business {carried on by such shareholder.}[. Typically, ordinary income
dividends paid from a mutual fund are not considered "effectively connected"
income.]

{If the income from the Fund is not} [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. All income and any tax withheld by
the Fund is remitted by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in March of each year.

If the ordinary income dividends from the Fund are] effectively connected
----
with [the conduct of] a U.S. trade or business {carried on by a foreign
shareholder, ordinary income dividends paid to such foreign shareholder will be
subject to U.S. withholding tax. The rate of the tax depends on a number of
factors. If the income from the Fund is effectively connected with a U.S. trade
or business carried on by a foreign shareholder, then}[, 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 30% (29%
for payments after December 31, 2003) on] ordinary income dividends, capital
[gains distributions and the proceeds of the redemption of shares, paid to any
foreign person. All income and any tax withheld (in this situation) by the Fund
is remitted by the Fund to the U.S. Treasury and is identified in reports
mailed to shareholders in January of each year.] {gain dividends, and any gains
realized upon the sale of shares of the Fund will be subject to U.S. federal
income tax at the rates applicable to U.S. citizens or domestic corporations.

In the case of a foreign non-corporate shareholder, the Fund may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding tax (or taxable at a reduced treaty rate)
unless the shareholder furnishes the Fund with proper notification of their
foreign status.}

The tax consequences to {a} foreign {shareholder} [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 {foreign taxes} [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. {The Bank of New York} [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 {will be} [is] the practice of the Fund to
deal with the custodian in a manner uninfluenced by any banking relationship
the custodian may have with the Manager and its affiliates. The Fund‘s cash
balances with the custodian in excess of $100,000 are not protected by federal
deposit insurance. Those uninsured balances at times may be substantial.

Independent Auditors. KPMG {LLP ARE} [LLP is] the independent auditors of the
Fund. They audit the Fund‘s financial statements and perform other related
audit services. They also act as auditors for certain other funds advised by
the Manager and its affiliates.

INDEPENDENT AUDITORS‘ REPORT

--------------------------------------------------------------------------------
The Board of Trustees and Shareholders of Oppenheimer Emerging Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Emerging Growth Fund, including the statement of investments, as
of
October 31, 2002, and the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial
highlights
for the year then ended and the period from November 1, 2000 (inception of
offering) to October 31, 2001. These financial statements and financial
highlights are the responsibility of the Fund‘s management. Our responsibility
is to express an opinion on these financial statements and financial
highlights
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial
statements and financial highlights are free of material misstatement. An
audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation
of
securities owned as of October 31, 2002, 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 Growth Fund as of October 31, 2002, the results of its
operations for the year then ended, and the changes in its net assets and the
financial highlights for the year then ended and the period from November 1,
2000 (inception of offering) to October 31, 2001, in conformity with
accounting
principles generally accepted in the United States of America.

KPMG LLP

Denver, Colorado
November 21, 2002

STATEMENT OF INVESTMENTS October 31, 2002

Market
Value
Shares See
Note 1
--------------------------------------------------------------------------------
Common Stocks--94.9%
--------------------------------------------------------------------------------
Consumer Discretionary--15.2%
--------------------------------------------------------------------------------
Hotels, Restaurants &amp; Leisure--1.7%
Alliance Gaming
Corp. 1 10,000 $
167,600
--------------------------------------------------------------------------------
Panera Bread Co.,
Cl. A 1 12,000
390,000

-----------

557,600

--------------------------------------------------------------------------------
Household Durables--1.4%
Beazer Homes USA, Inc. 1 3,100
203,763
--------------------------------------------------------------------------------
Meritage Corp. 1 6,300
252,000

-----------

455,763

--------------------------------------------------------------------------------
Internet &amp; Catalog Retail--0.7%
J. Jill Group, Inc. 1 10,000
215,600
--------------------------------------------------------------------------------
Leisure Equipment &amp; Products--1.3%
Action Performance
Cos., Inc. 20,300
418,992
--------------------------------------------------------------------------------
Media--2.0%
Lin TV Corp. 1 7,000
144,410
--------------------------------------------------------------------------------
Radio One, Inc.,
Cl. D 1 30,100
502,068

-----------

646,478

--------------------------------------------------------------------------------
Multiline Retail--1.5%
Fred‘s, Inc. 17,000
463,947
--------------------------------------------------------------------------------
Specialty Retail--6.6%
Aaron Rents, Inc. 15,000
323,250
--------------------------------------------------------------------------------
Electronics Boutique
Holdings Corp. 1 11,400
287,291
--------------------------------------------------------------------------------
GameStop Corp. 1 25,600
458,240
--------------------------------------------------------------------------------
Hollywood
Entertainment
Corp. 1 21,600
424,656
--------------------------------------------------------------------------------
Too, Inc. 1 13,000
328,900
--------------------------------------------------------------------------------
Urban Outfitters,
Inc. 1 11,000
264,220

-----------

2,086,557

--------------------------------------------------------------------------------
Consumer Staples--0.7%
--------------------------------------------------------------------------------
Food Products--0.7%
Horizon Organic
Holding Corp. 1 15,000
237,915

Market
Value
Shares See
Note 1
--------------------------------------------------------------------------------
Energy--0.8%
--------------------------------------------------------------------------------
Oil &amp; Gas--0.8%
Spinnaker
Exploration Co. 1 13,000 $
250,250
--------------------------------------------------------------------------------
Financials--5.0%
--------------------------------------------------------------------------------
Banks--1.8%
R&amp;G Financial Corp.,
Cl. B 14,200
339,238
--------------------------------------------------------------------------------
W Holding Co., Inc. 13,000
231,010

-----------

570,248

--------------------------------------------------------------------------------
Diversified Financials--2.0%
American Capital
Strategies Ltd. 14,100
277,206
--------------------------------------------------------------------------------
iDine Rewards
Network, Inc. 1 38,900
350,100

-----------

627,306

--------------------------------------------------------------------------------
Real Estate--1.2%
Annaly Mortgage
Management, Inc. 21,700
380,401
--------------------------------------------------------------------------------
Health Care--24.0%
--------------------------------------------------------------------------------
Biotechnology--4.2%
Amylin
Pharmaceuticals,
Inc. 1 9,000
156,420
--------------------------------------------------------------------------------
Cepheid, Inc. 1 53,700
266,298
--------------------------------------------------------------------------------
Myriad
Genetics, Inc. 1 14,300
258,258
--------------------------------------------------------------------------------
Nuerocrine
Biosciences, Inc. 1 14,700
660,030

-----------

1,341,006

--------------------------------------------------------------------------------
Health Care Equipment &amp; Supplies--4.7%
Advanced
Neuromodulation
Systems, Inc. 1 12,000
365,880
--------------------------------------------------------------------------------
Biosite, Inc. 1 14,000
404,320
--------------------------------------------------------------------------------
SurModics, Inc. 1 21,500
735,730

-----------

1,505,930

--------------------------------------------------------------------------------
Health Care Providers &amp; Services--8.7%
Accredo
Health, Inc. 1 12,500
578,500
--------------------------------------------------------------------------------
AmSurg Corp. 1 8,000
222,880
--------------------------------------------------------------------------------
CTI Molecular
Imaging, Inc. 1 12,800
289,024

13 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF INVESTMENTS Continued

Market
Value
Shares See
Note 1
--------------------------------------------------------------------------------
Health Care Providers &amp; Services Continued
Dianon Systems, Inc. 1 6,200 $
248,000
--------------------------------------------------------------------------------
First Horizon
Pharmaceutical
Corp. 1 101,150
371,221
--------------------------------------------------------------------------------
LabOne, Inc. 1 19,300
336,399
--------------------------------------------------------------------------------
LifePoint
Hospitals, Inc. 1 10,700
335,445
--------------------------------------------------------------------------------
United Surgical
Partners
International, Inc. 1 18,800
373,368

-----------

2,754,837

--------------------------------------------------------------------------------
Pharmaceuticals--6.4%
Eon Labs, Inc. 1 22,900
515,937
--------------------------------------------------------------------------------
NPS Pharmaceuticals,
Inc. 1 20,800
540,384
--------------------------------------------------------------------------------
Pharmaceutical
Resources, Inc. 1 9,000
212,130
--------------------------------------------------------------------------------
Scios-Nova, Inc. 1 12,000
346,320
--------------------------------------------------------------------------------
Taro Pharmaceutical
Industries Ltd. 1 12,000
417,000

-----------

2,031,771

--------------------------------------------------------------------------------
Industrials--7.8%
--------------------------------------------------------------------------------
Aerospace &amp; Defense--0.7%
Aeroflex, Inc. 1 36,700
212,493
--------------------------------------------------------------------------------
Commercial Services &amp; Supplies--7.0%
Coinstar, Inc. 1 13,000
389,870
--------------------------------------------------------------------------------
Corinthian
Colleges, Inc. 1 15,000
568,500
--------------------------------------------------------------------------------
FTI Consulting,
Inc. 1 10,000
416,000
--------------------------------------------------------------------------------
Stericycle, Inc. 1 11,800
392,940
--------------------------------------------------------------------------------
University of
Phoenix Online 1 14,600
454,060

-----------

2,221,370

--------------------------------------------------------------------------------
Road &amp; Rail--0.1%
SCS Transportation,
Inc. 1 4,000
36,400
--------------------------------------------------------------------------------
Information Technology--41.4%
--------------------------------------------------------------------------------
Communications Equipment--4.5%
Brocade
Communications
Systems, Inc. 1 39,000
267,930
--------------------------------------------------------------------------------
ECtel Ltd. 1 24,300
192,481

Market
Value
Shares See
Note 1
--------------------------------------------------------------------------------
Communications Equipment Continued
Emulex Corp. 1 12,100 $
217,195
--------------------------------------------------------------------------------
McDATA Corp.,
Cl. B 1 32,000
212,800
--------------------------------------------------------------------------------
NetScreen
Technologies, Inc. 1 20,000
263,400
--------------------------------------------------------------------------------
UTStarcom, Inc. 1 16,900
288,652

-----------

1,442,458

--------------------------------------------------------------------------------
Computers &amp; Peripherals--6.3%
ATI Technologies,
Inc. 1 55,000
353,100
--------------------------------------------------------------------------------
Drexler Technology

Corp. 1 11,700
211,419
--------------------------------------------------------------------------------
Imation Corp. 1 6,000
245,520
--------------------------------------------------------------------------------
Lexar Media, Inc. 1 122,500
487,550
--------------------------------------------------------------------------------
SanDisk Corp. 1 15,200
300,504
--------------------------------------------------------------------------------
Synaptics, Inc. 1 40,000
244,440
--------------------------------------------------------------------------------
Western Digital
Corp. 1 27,000
167,130

-----------

2,009,663

--------------------------------------------------------------------------------
Electronic Equipment &amp; Instruments--4.3%
Kopin Corp. 1 66,600
247,086
--------------------------------------------------------------------------------
OmniVision

Technologies, Inc. 1 33,000
373,560
--------------------------------------------------------------------------------
OSI Systems, Inc. 1 18,500
295,815
--------------------------------------------------------------------------------
Virage Logic Corp. 1 40,100
452,689

-----------

1,369,150

--------------------------------------------------------------------------------
Internet Software &amp; Services--4.7%
Internet Security
Systems, Inc. 1 27,600
509,496
--------------------------------------------------------------------------------
j2 Global
Communications,
Inc. 1 10,000
274,300
--------------------------------------------------------------------------------
MatrixOne, Inc. 1 35,000
92,050
--------------------------------------------------------------------------------
Overture
Services, Inc. 1 12,000
330,360
--------------------------------------------------------------------------------
SupportSoft, Inc. 1 72,600
275,880

-----------

1,482,086

--------------------------------------------------------------------------------
IT Consulting &amp; Services--2.3%
Anteon
International Corp. 1 13,000
299,000
--------------------------------------------------------------------------------
Cognizant Technology
Solutions Corp. 1 3,400
224,978

14 | OPPENHEIMER EMERGING GROWTH FUND

Market
Value
Shares See
Note 1
--------------------------------------------------------------------------------
IT Consulting &amp; Services Continued
Syntel, Inc. 1 12,000 $
220,308

-----------

744,286

--------------------------------------------------------------------------------
Semiconductor Equipment &amp; Products--15.7%
ASM International
NV 1 20,000
254,000
--------------------------------------------------------------------------------
ChipPAC, Inc. 1 178,200
472,408
--------------------------------------------------------------------------------
Cree, Inc. 1 30,100
519,225
--------------------------------------------------------------------------------
Exar Corp. 1 14,600
183,960
--------------------------------------------------------------------------------
Integrated Circuit
Systems, Inc. 1 28,600
584,584
--------------------------------------------------------------------------------
O2Micro
International Ltd. 1 35,900
307,986
--------------------------------------------------------------------------------
QLogic Corp. 1 12,000
417,720
--------------------------------------------------------------------------------
Silicon Image, Inc. 1 108,100
484,288
--------------------------------------------------------------------------------
Silicon Laboratories,
Inc. 1 13,500
287,415
--------------------------------------------------------------------------------
Skyworks Solutions,
Inc. 1 120,100
852,710
--------------------------------------------------------------------------------
Zoran Corp. 1 42,100
631,079

-----------

4,995,375

--------------------------------------------------------------------------------
Software--3.6%
Citrix Systems, Inc. 1 30,000
226,500
--------------------------------------------------------------------------------
Macromedia, Inc. 1 27,000
302,670
--------------------------------------------------------------------------------
NetIQ Corp. 1 27,600
389,436
--------------------------------------------------------------------------------
Precise Software
Solutions Ltd. 1 20,000
232,000

-----------

1,150,606

-----------
Total Common Stocks
(Cost $32,518,548)
30,208,488

Principal Market
Value
Amount See Note
1
-------------------------------------------------------------------------------
Joint Repurchase Agreements--6.2%
Undivided interest of 0.53% in joint repurchase
agreement (Market Value $371,794,000) with
Banc One Capital Markets, Inc., 1.85%, dated
10/31/02, to be repurchased at $1,966,101 on
11/1/02, collateralized by U.S. Treasury Nts.,
3.25%, 12/31/03, with a value of $136,423,268,
U.S. Treasury Bonds, 2.125%, 10/31/04, with a
value of $145,203,510 and U.S. Treasury Bills,
12/26/02, with a value of $97,874,253
(Cost $1,966,000) $1,966,000
$1,966,000

-------------------------------------------------------------------------------
Total Investments,
at Value
(Cost $34,484,548) 101.1%
32,174,488
-------------------------------------------------------------------------------
Liabilities
in Excess of
Other Assets (1.1)
(340,960)

--------------------
Net Assets 100.0%
$31,833,528

====================

Footnotes to Statement of Investments
1. Non-income producing security.

See accompanying Notes to Financial Statements.

15 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2002

-------------------------------------------------------------------------------
Assets

Investments, at value (cost $34,484,548)--
see accompanying statement $32,174,488
-------------------------------------------------------------------------------
Cash 73,748
-------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 433,917
Shares of beneficial interest sold 45,055
Interest and dividends 339
Other 509

------------
Total assets 32,728,056

-------------------------------------------------------------------------------
Liabilities

Payables and other liabilities:
Investments purchased 676,693
Shares of beneficial interest redeemed 146,596
Shareholder reports 17,645
Transfer and shareholder servicing agent fees 16,124
Distribution and service plan fees 3,054
Trustees‘ compensation 902
Other 33,514

------------
Total liabilities 894,528

-------------------------------------------------------------------------------
Net Assets $31,833,528

============

-------------------------------------------------------------------------------
Composition of Net Assets

Paid-in capital $49,286,864
-------------------------------------------------------------------------------
Accumulated net investment loss
(830)
-------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions
(15,142,446)
-------------------------------------------------------------------------------
Net unrealized depreciation on investments
(2,310,060)

------------
Net Assets $31,833,528

============

16 | OPPENHEIMER EMERGING GROWTH FUND

--------------------------------------------------------------------------------
Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per share (based on net
assets of $19,309,912 and 3,304,633 shares of beneficial
interest outstanding)
$5.84
Maximum offering price per share (net asset value plus sales
charge of 5.75% of offering price)
$6.20
--------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $6,394,726 and 1,113,948 shares of beneficial
interest outstanding)
$5.74
--------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $4,877,059 and 848,561 shares of beneficial interest
outstanding)
$5.75
--------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $594,336 and 102,326 shares of beneficial interest
outstanding)
$5.81
--------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share
(based on net assets of $657,495 and 111,795 shares of beneficial
interest outstanding)
$5.88

See accompanying Notes to Financial Statements.

17 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2002

--------------------------------------------------------------------------------
Investment Income

Dividends (net of foreign withholding taxes of $1,046) $
122,116
--------------------------------------------------------------------------------
Interest
29,901

-------------
Total investment income
152,017

--------------------------------------------------------------------------------
Expenses

Management fees
354,678
--------------------------------------------------------------------------------
Distribution and service plan fees:
Class A
43,961
Class B
69,723
Class C
30,539
Class N
2,054
--------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A
99,878
Class B
33,546
Class C
14,008
Class N
1,732
Class Y
1,192
--------------------------------------------------------------------------------
Shareholder reports
50,605
--------------------------------------------------------------------------------
Legal, auditing and other professional fees
30,194
--------------------------------------------------------------------------------
Trustees‘ compensation
1,860
--------------------------------------------------------------------------------
Custodian fees and expenses
1,797
--------------------------------------------------------------------------------
Other
8,449

-------------
Total expenses
744,216
Less reduction to custodian expenses
(388)
Less voluntary waiver of transfer and shareholder servicing agent fees
--Classes A, B, C and N
(25,860)
Less voluntary waiver of transfer and shareholder servicing agent fees
--Class Y
(1,019)

-------------
Net expenses
716,949

--------------------------------------------------------------------------------
Net Investment Loss
(564,932)

--------------------------------------------------------------------------------
Realized and Unrealized Loss

Net realized loss on investments
(10,327,183)
--------------------------------------------------------------------------------
Net change in unrealized depreciation on investments
(4,009,696)

-------------
Net realized and unrealized loss
(14,336,879)

--------------------------------------------------------------------------------
Net Decrease in Net Assets Resulting from Operations
$(14,901,811)

=============

See accompanying Notes to Financial Statements.

18 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended October 31, 2002
2001 1
------------------------------------------------------------------------------------

Operations
------------------------------------------------------------------------------------
Net investment loss $ (564,932) $
(154,598)
------------------------------------------------------------------------------------
Net realized loss (10,327,183)
(4,815,263)
------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) (4,009,696)
1,699,636

----------------------------
Net decrease in net assets resulting from operations (14,901,811)
(3,270,225)

------------------------------------------------------------------------------------
Dividends and/or Distributions to Shareholders

Dividends from net investment income:
Class A --
(43,026)
Class B --
(2,238)
Class C --
(919)
Class N
-- --
Class Y
-- (4)

------------------------------------------------------------------------------------
Beneficial Interest Transactions

Net increase in net assets resulting from
beneficial interest transactions:
Class A 9,052,385
23,174,455
Class B 5,795,703
4,127,837
Class C 3,538,108
2,516,150
Class N 794,048
35,869
Class Y 675,716
238,480

------------------------------------------------------------------------------------
Net Assets

Total increase 4,954,149
26,776,379
------------------------------------------------------------------------------------
Beginning of period 26,879,379
103,000 2

---------------------------
End of period [including accumulated net investment
losses of $830 and $411, respectively] $31,833,528
$26,879,379

===========================

1. For the period from November 1, 2000 (inception of offering) to October 31,
2001.
2. Reflects the value of the Manager‘s initial seed money investment at
October
18, 2000.

See accompanying Notes to Financial Statements.

19 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS

Class A Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (30.89)%
(15.22)%

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

See accompanying Notes to Financial Statements.

20 | OPPENHEIMER EMERGING GROWTH FUND

Class B Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.50)%
(15.96)%

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

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued

Class C Year Ended October 31 2002
2001 1
-------------------------------------------------------------------------------------

Per Share Operating Data

======================

-------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.47)%
(15.88)%

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

See accompanying Notes to Financial Statements.

22 | OPPENHEIMER EMERGING GROWTH FUND

Class N Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period $8.43
$8.28
------------------------------------------------------------------------------------
Income (loss) from investment operations:

Net investment loss (.08)
(.05)
Net realized and unrealized gain (loss)
(2.54) .20

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (31.08)%
1.81%

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

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued

Class Y Year Ended October 31 2002
2001 1
------------------------------------------------------------------------------------

Per Share Operating Data

=====================

------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2 (30.58)%
(14.99)%

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

See accompanying Notes to Financial Statements.

24 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer Emerging Growth Fund (the Fund) is an open-end management
investment
company registered under the Investment Company Act of 1940, as amended. The
Fund‘s investment objective is to seek capital appreciation. The Fund‘s
investment advisor is OppenheimerFunds, Inc. (the Manager).

The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class
A shares are sold at their offering price, which is normally net asset value
plus a front-end sales charge. Class B, Class C and Class N shares are sold
without a front-end sales charge but may be subject to a contingent deferred
sales charge (CDSC). Class N shares are sold only through retirement plans.
Retirement plans that offer Class N shares may impose charges on those
accounts.
Class Y shares are sold to certain institutional investors without either a
front-end sales charge or a CDSC. All classes of shares have identical rights
and voting privileges. Earnings, net assets and net asset value per share may
differ by minor amounts due to each class having its own expenses directly
attributable to that class. Classes A, B, C and N have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares. Class
B
shares will automatically convert to Class A shares six years after the date
of
purchase.

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

--------------------------------------------------------------------------------
Securities Valuation. 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. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are
valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees, or at their fair value. Fair value is
determined in good faith under 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).

--------------------------------------------------------------------------------
Joint Repurchase Agreements. The Fund, along with other affiliated funds of
the
Manager, may transfer uninvested cash balances into one or more joint
repurchase
agreement accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities pledged as
collateral for repurchase agreements are held by a custodian bank until the
agreements mature. Each agreement requires that the market value of the
collateral be sufficient to cover payments of interest and principal; however,
in the event of default by the other party to the agreement, retention of the
collateral may be subject to legal proceedings.

--------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to
each class of shares

25 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS CONTINUED

--------------------------------------------------------------------------------
1. Significant Accounting Policies Continued
based upon the relative proportion of net assets represented by such class.
Operating expenses directly attributable to a specific class are charged
against
the operations of that class.

--------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its 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.

During the fiscal year ended October 31, 2002, the Fund did not utilize any
capital loss carryforward.

As of October 31, 2002, the Fund had available for federal income tax purposes
unused capital loss carryforward as follows:

Expiring
----------------------
2009 $ 4,313,838
2010 10,396,300
-----------
Total $14,710,138
===========

--------------------------------------------------------------------------------
Trustees‘ Compensation. The Fund has adopted a nonfunded 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, 2002, the Fund‘s projected benefit obligations were increased by $419
resulting in an accumulated liability of $830 as of October 31, 2002.

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 annual compensation they are entitled to receive from the Fund.
Under
the plan, the compensation deferred is invested for the Board of Trustees in
shares of one or more Oppenheimer funds selected by the trustee. The amount
paid
to the Board of Trustees under the plan will be determined based upon the
performance of the selected funds. Deferral of trustees‘ fees under the plan
will not affect the net assets of the Fund, and will not materially affect the
Fund‘s assets, liabilities or net investment income per share.

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

--------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. 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.

26 | OPPENHEIMER EMERGING GROWTH FUND

The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended October 31, 2002, amounts have been reclassified to reflect a
decrease in paid-in capital of $564,513. Accumulated net investment loss was
decreased by the same amount. Net assets of the Fund were unaffected by the
reclassifications.

The tax character of distributions paid during the year ended October 31, 2002
and year ended October 31, 2001 was as follows:

Year Ended Year Ended
October 31, 2002 October 31, 2001
------------------------------------------------
Distributions paid from:
Ordinary income $-- $46,187
Long-term capital gain -- --
Return of capital -- --
------------------------
Total $-- $46,187
========================

As of October 31, 2002, the components of distributable earnings on a tax
basis
were as follows:

Accumulated net investment loss $ (830)
Accumulated net realized loss (15,142,446)
Net unrealized depreciation (2,310,060)
-------------
Total $(17,453,336)
=============

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

--------------------------------------------------------------------------------
Security Transactions. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

--------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

27 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

--------------------------------------------------------------------------------
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, 2002 Year
Ended October 31, 2001 1
Shares Amount
Shares Amount
-----------------------------------------------------------------------------------------------------

Class A
Sold 3,152,945 $26,194,011
3,140,502 $29,588,885
Dividends and/or
distributions reinvested -- --
1,123 10,817
Redeemed (2,260,696) (17,141,626)
(739,241) (6,425,247)

-----------------------------------------------------------------------
Net increase 892,249 $ 9,052,385
2,402,384 $23,174,455

=======================================================================

-----------------------------------------------------------------------------------------------------
Class B
Sold 1,439,747 $11,365,085
673,177 $ 5,993,055
Dividends and/or
distributions reinvested -- --
229 2,205
Redeemed (787,181) (5,569,382)
(212,124) (1,867,423)

-----------------------------------------------------------------------
Net increase 652,566 $ 5,795,703
461,282 $ 4,127,837

=======================================================================

-----------------------------------------------------------------------------------------------------
Class C
Sold 1,063,885 $ 7,600,986
316,845 $ 2,842,900
Dividends and/or
distributions reinvested -- --
94 910
Redeemed (496,262) (4,062,878)
(36,101) (327,660)

-----------------------------------------------------------------------
Net increase 567,623 $ 3,538,108
280,838 $ 2,516,150

=======================================================================

-----------------------------------------------------------------------------------------------------
Class N
Sold 196,949 $ 1,522,929
4,002 $ 35,879
Dividends and/or
distributions reinvested -- --
-- --
Redeemed (98,624) (728,881)
(1) (10)

-----------------------------------------------------------------------
Net increase 98,325 $ 794,048
4,001 $ 35,869

=======================================================================

-----------------------------------------------------------------------------------------------------
Class Y
Sold 129,755 $ 1,009,456
27,300 $ 238,662
Dividends and/or
distributions reinvested -- --
-- --
Redeemed (45,335) (333,740)
(25) (182)

-----------------------------------------------------------------------
Net increase 84,420 $ 675,716
27,275 $ 238,480

=======================================================================

1. For the twelve-month period November 1, 2000 (inception of offering) to
October 31, 2001, for Class A, B, C and Y shares and for the period from March
1, 2001 (inception of offering) to October 31, 2001, for Class N shares.

28 | OPPENHEIMER EMERGING GROWTH FUND

--------------------------------------------------------------------------------
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, 2002, were
$108,949,537 and $88,207,240, respectively.

As of October 31, 2002, unrealized appreciation (depreciation) based on cost
of
securities for federal income tax purposes of $34,916,856 was composed of:

Gross unrealized appreciation $ 2,024,249
Gross unrealized depreciation (4,766,617)
------------
Net unrealized depreciation $(2,742,368)
============

The difference between book-basis and tax-basis unrealized appreciation and
depreciation, if applicable, is attributable primarily to the tax deferral of
losses on wash sales, or return of capital dividends, and the realization for
tax purposes of unrealized gain (loss) on certain futures contracts,
investments
in passive foreign investment companies, and forward foreign currency exchange
contracts.

--------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with
the
investment advisory agreement with the Fund which provides for a fee at an
annual rate of 1.00% of the first $500 million of average annual net assets;
0.90% of the next $500 million; and 0.85% of average annual net assets over $1
billion.

--------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund
pays
OFS a $19.75 per account fee.

Additionally, Class Y shares are subject to minimum fees of $5,000 for
assets
of less than $10 million and $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.

OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
fees up to an annual rate of 0.25% of average net assets of Class Y shares and
for all other classes, up to an annual rate of 0.35% of average net assets of
each class. Beginning November 1, 2002, transfer agent fees for Class Y shares
are limited to 0.35% of the Fund‘s average daily net assets. This undertaking
may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
Distribution and Service Plan (12b-1) Fees. Under its General Distributor‘s
Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
Distributor)
acts as the Fund‘s principal underwriter in the continuous public offering of
the different classes of shares of the Fund.

29 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

--------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates Continued
The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the
period
indicated.

Aggregate Class A Concessions Concessions
Concessions Concessions
Front-End Front-End on Class A on Class B
on Class C on Class N
Sales Charges Sales Charges Shares
Shares Shares Shares
on Class A Retained by Advanced by Advanced by
Advanced by Advanced by
Year Ended Shares Distributor Distributor 1 Distributor 1
Distributor 1 Distributor 1
------------------------------------------------------------------------------------------------------

October 31, 2002 $137,256 $40,503 $3,422
$128,561 $21,089 $7,860

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

Class A Class B Class C Class N
Contingent Contingent Contingent Contingent
Deferred Deferred Deferred Deferred
Sales Charges Sales Charges Sales Charges Sales Charges
Retained by Retained by Retained by Retained by
Year Ended Distributor Distributor Distributor Distributor
------------------------------------------------------------------------------
October 31, 2002 $236 $35,622 $904 $1,127

--------------------------------------------------------------------------------
Service Plan for Class A Shares. The Fund has adopted a Service Plan for
Class A
shares. It reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Class A shares of the Fund. For the year ended October 31, 2002, payments
under
the Class A Plan totaled $43,961, all of which were paid by the Distributor to
recipients, and included $2,529 paid to an affiliate of the Manager. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in
any fiscal year cannot be recovered in subsequent years.

Distribution and Service Plans for Class B, Class C and Class N Shares. The
Fund
has adopted Distribution and Service Plans for Class B, Class C and Class N
shares. Under the plans, the Fund pays the Distributor an annual asset-based
sales charge of 0.75% per year on Class B shares and on Class C shares and the
Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
on Class N shares. The Distributor also receives a service fee of 0.25% per
year
under each plan.

Distribution fees paid to the Distributor for the year ended October 31, 2002,
were as follows:

Distributor‘s

Distributor‘s Aggregate

Aggregate Unreimbursed

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

Class B Plan $69,723 $59,179
$144,916 2.27%
Class C Plan 30,539 14,566
37,084 0.76
Class N Plan 2,054 1,980
10,940 1.84

30 | OPPENHEIMER EMERGING GROWTH FUND

--------------------------------------------------------------------------------
5. Bank Borrowings

The Fund may borrow from a bank for temporary or emergency purposes, provided
asset coverage for borrowings exceeds 300%. The Fund has entered into an
agreement which enables it to participate with other Oppenheimer funds in an
unsecured line of credit with a bank, which permits borrowings up to $400
million, collectively. Interest is charged to each fund, based on its
borrowings, at a rate equal to the Federal Funds Rate plus 0.45%. Borrowings
are
payable within 30 days after such loan is executed. The Fund also pays a
commitment fee equal to its pro rata share of the average unutilized amount of
the credit facility at a rate of 0.08% per annum.

The Fund had no borrowings outstanding during the year ended or at October
31, 2002.

31 | OPPENHEIMER EMERGING GROWTH FUND

Appendix A

Industry Classifications
------------------------

{Aerospace/Defense Food and Drug Household Durables
Retailers Air Transportation Gas
Utilities Asset-Backed Health
Care/Drugs Auto Parts and
Equipment Health Care/Supplies &amp;
Services Automotive
Homebuilders/Real Estate Bank
Holding Companies Hotel/Gaming
Banks Industrial} [Aerospace &amp;
Defense
Air Freight &amp; Couriers Household Products
Airlines Industrial Conglomerates
Auto Components Insurance
Automobiles Internet &amp; Catalog Retail
Banks Internet Software &amp;] Services
Beverages Information Technology { Broadcasting
Insurance Broker-Dealers Leasing &amp;
Factoring Building Materials Leisure
Cable Television Manufacturing
Chemicals Metals/Mining Commercial
Finance Nondurable Household Goods
Communication Equipment Office
Equipment Computer Hardware Oil -
Domestic Computer Software Oil -
International Conglomerates Paper
Consumer Finance Photography Consumer
Services Publishing Containers
Railroads &amp; Truckers Convenience
Stores Restaurants Department Stores
Savings &amp; Loans Diversified Financial
Shipping Diversified Media Special
Purpose Financial Drug Wholesalers
Specialty Printing Durable Household
Goods Specialty Retailing Education
Steel Electric Utilities
Telecommunications - Long Distance}
[Consulting &amp; Services
Biotechnology Leisure Equipment &amp; Products
Building Products Machinery
Chemicals Marine
Commercial Services &amp; Supplies Media
Communications Equipment Metals &amp; Mining
Computers &amp; Peripherals Multiline Retail
Construction &amp; Engineering Multi-Utilities
Construction Materials Office Electronics
Containers &amp; Packaging Oil &amp; Gas
Distributors Paper &amp; Forest Products
Diversified Financials Personal Products
Diversified Telecommunication Pharmaceuticals
Services
Electric Utilities Real Estate]
Electrical Equipment [Road &amp; Rail
Electronic Equipment &amp; Instruments Semiconductor Equipment &amp; Products
Energy Equipment &amp; Services Software
Food &amp; Drug Retailing Specialty Retail
Food Products Textiles &amp; Apparel
Gas Utilities Tobacco
Health Care Equipment &amp; Supplies Trading Companies &amp; Distributors
Health Care Providers &amp; Services Transportation Infrastructure
Hotels Restaurants &amp; Leisure Water Utilities
Wireless Telecommunication Services

] {Telephone - Utility Electronics Textile, Apparel &amp; Home Furnishings Energy
Services Tobacco Entertainment/Film Trucks and Parts Environmental Wireless
Services Food

}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} [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 {of the end}[(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
{advisor} [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 &amp; 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).
I.

{- Purchases by a Retirement Plan whose record keeper had a cost-allocation
agreement with the Transfer Agent on or before March 1, 2001.}Waivers of
Class A Sales Charges of Oppenheimer Funds
---------------------------------------------------------------------------------

o 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 {advisors} [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 {advisor} [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.
o
o B. Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions.

Class A shares issued or purchased in the following transactions are not
subject to sales charges (and no concessions are paid by the Distributor on
such purchases):
|_| {-}Shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party.
|_| Shares purchased by the reinvestment of dividends or other distributions
reinvested from the Fund or other Oppenheimer funds (other than
Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor.
|_| Shares purchased through a broker-dealer that has entered into a special
agreement with the Distributor to allow the broker‘s customers to
purchase and pay for shares of Oppenheimer funds using the proceeds of
shares redeemed in the prior 30 days from a mutual fund (other than a
fund managed by the Manager or any of its subsidiaries) on which an
initial sales charge or contingent deferred sales charge was paid.
This waiver also applies to shares purchased by exchange of shares of
Oppenheimer Money Market Fund, Inc. that were purchased and paid for
in this manner. This waiver must be requested when the purchase order
is placed for shares of the Fund, and the Distributor may require
evidence of qualification for this waiver.
|_| Shares purchased with the proceeds of maturing principal units of any
Qualified Unit Investment Liquid Trust Series.
|_| Shares purchased by the reinvestment of loan repayments by a participant
in a Retirement Plan for which the Manager or an affiliate acts as
sponsor.
|-|
o 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} [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.
I. ]{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.

o 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{, including a 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.
|_| [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} [account‘s] value annually.

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

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

o B. Class A, Class B and Class C Contingent Deferred Sales Charge
Waivers.
o
|X| {- -}Waivers for Redemptions of Shares Purchased Prior to March 6, 1995.
In the following cases, the contingent deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer fund. The
shares must have been acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer fund that was a Former Quest
for Value Fund or into which such fund merged. Those shares must have been
purchased prior to March 6, 1995 in connection with:
o {-}withdrawals under an automatic withdrawal plan holding only either
Class B or Class C shares if the annual withdrawal does not exceed
10% of the initial value of the account value, adjusted annually,
and
o {-}liquidation of a shareholder‘s account if the aggregate net asset
value of shares held in the account is less than the required
minimum value of such accounts.
o
|X| {- -}Waivers for Redemptions of Shares Purchased on or After March 6,
1995 but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on or
after March 6, 1995, but prior to November 24, 1995:
o redemptions following the death or disability of the shareholder(s) (as
evidenced by a determination of total disability by the U.S. Social
Security Administration);
o withdrawals under an automatic withdrawal plan (but only for Class B or
Class C shares) where the annual withdrawals do not exceed 10% of
the initial value of the account value; adjusted annually, and
o {-}liquidation of a {shareholder‘s} [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.
I. {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 {advisor} [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
o
o 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.

o 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} [Fund‘s] Articles of Incorporation,
or as adopted by the Board of Directors of the Fund.
I. 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%.
I. {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 Growth Fund
---------------------------------------------------------------------------------

Internet Website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Investment Advisor
OppenheimerFunds, Inc.
498 Seventh Avenue
New York, NY 10018

Distributor
OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, NY 10018

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
{1-800-525-7048} [1.800.CALL.OPP (225.5677)]

Custodian Bank
{The Bank of New York} [Citibank, N.A. ]
{One Wall Street} [399 Park Avenue]
New York, New York {10015} [10043]

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Mayer, Brown, Rowe &amp; Maw
1675 Broadway
New York, New York 10019-5820

1234

{PX0721.0301} [PX0721.001.1202]

--------

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 GROWTH FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. - Exhibits

(a) Amended and Restated Declaration of Trust dated August 4, 2000:
Previously filed with the initial Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and incorporated
herein by reference.

(b) By-Laws: Previously filed with the initial Registration Statement of
Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and
incorporated herein by reference.

(i)Specimen Class A Share Certificate: Previously filed with the initial
Registration
Statement of Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August
21, 2000 and incorporated herein by reference.

(ii)Specimen Class B Share Certificate: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 and incorporated herein by reference.

(iii) Specimen Class C Share Certificate: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 and incorporated herein by reference.

(iv)Specimen Class N Share Certificate: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 and incorporated herein by reference.

(iv)Specimen Class Y Share Certificate: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 and incorporated herein by reference.

(d) Form of Investment Advisory Agreement: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 and incorporated herein by reference.

(e) (i) Form of General Distributor‘s Agreement: Previously filed with the
initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176) on August 21, 2000 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.

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.

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.

Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the Registration
Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

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

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

(g) (i) {Amended and Restated Foreign Custody Manager Agreement dated
4/3/01} [Amendment dated August 28, 2002 to the Global Custodial Services
Agreement dated May 3, 2001 between Registrant and Citibank, N.A.]:
Previously filed with Post-Effective Amendment No. {34} [29] to the
Registration Statement of Oppenheimer {Gold & Special Minerals} [Discovery]
Fund (Reg. No. {2-82590), 10/25/01} [33-371), 11/22/02], and incorporated
herein by reference.

{(ii) Amendment dated 4/3/01 to Custody Agreement dated 11/12/92}[(ii)
Global Custodial Services Agreement dated May 3, 2001 between Registrant and
Citibank, N.A.]: Previously filed with Post-Effective Amendment No. {34} [33]
to the Registration Statement of {Oppenheimer Gold & Special Minerals Fund}
[Centennial Money Market Trust] (Reg. No. 2-{82590)} [65245)], 10/25/01, and
incorporated herein by reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel: Previously filed with Registrant‘s
Pre-Effective Amendment No. 3 (10/31/00) and incorporated herein by reference.

(j) Independent Auditors‘ Consent: Filed herewith.

(k) Not applicable.

(l) Investment Letter from OppenheimerFunds, Inc. to Registrant: Previously
filed with Registrant‘s Pre-Effective Amendment No. 2 (10/24/00) and
incorporated herein by reference.

(m) (i) Form of Service Plan and Agreement for Class A shares: Previously
filed with the initial Registration Statement of Oppenheimer Emerging Growth
Fund (Reg. No. 333-44176) on August 21, 2000 and incorporated herein by
reference.

(ii) Form of Distribution and Service Plan and Agreement for Class B
shares: Previously filed with the initial Registration Statement of
Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and
incorporated herein by reference.

(iii) Form of Distribution and Service Plan and Agreement for Class C
shares: Previously filed with the initial Registration Statement of
Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and
incorporated herein by reference.

(iv) Form of Distribution and Service Plan and Agreement for Class N
shares: Previously filed with the initial Registration Statement of
Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and
incorporated herein by reference.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 March 18, 1996
and updated through 8/21/01: Previously filed with Post-Effective Amendment
No. 20 to the Registration Statement of Oppenheimer Cash Reserves (Reg. No.
33-23223), 9/27/01, and incorporated herein by reference.

[(o) (i)] Powers of Attorney for all Trustees/Directors and [Principal]
Officers except for [Joel W. Motley and] John [V.] Murphy (including
Certified Board Resolutions): Previously filed with Pre-Effective Amendment
No. 1 to the Registration Statement of Oppenheimer Emerging Growth Fund (Reg.
No. 333-44176), 10/5/00, and incorporated herein by reference.

[(ii)] Power of Attorney for John Murphy (including Certified Board
Resolution): Previously filed with Post-Effective Amendment No. {45} [41] to
the Registration Statement of Oppenheimer U.S. Government Trust [(Reg. No.
2-76645), 10/22/01,]{

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 1, 2000 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the initial Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000} and
incorporated herein by reference.

{---Powers}[(iii) Power] of Attorney for {all Trustees/Directors} [Joel
W. Motley (including Certified Board Resolution)]: Previously filed with
{Registrant‘s Pre-Effective Amendment number 1 (10/5/00)} [Post-Effective
Amendment No. 8 to the Registration Statement of Oppenheimer International
Small Company Fund (Reg. 333-31537), 10/22/02,] and incorporated herein by
reference.

(p) [Amended and Restated Code of Ethics of the Oppenheimer Funds dated May
15, 2002 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with Post-Effective Amendment No. 29 to the
Registration Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
11/22/02, and incorporated by reference.]

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

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Seven of Registrant‘s Amended
and Restated Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it
and certain subsidiaries and affiliates act in the same capacity to other
investment companies, including without limitation those described in Parts A
and B hereof and listed in Item 26(b) below.

(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.

Name and Current Position {Other Business and Connections
}with OppenheimerFunds, Inc.[
Other Business and Connections] During the Past Two Years[
Timothy L. Abbuhl,
Assistant Vice President None
Amy B. Adamshick,
Vice President None
]Charles E. Albers,
Senior Vice President[ None
Edward J.] {An officer and/or portfolio manager of certain Oppenheimer funds
(since April 1998); a Chartered Financial Analyst.

Edward } Amberger,
Assistant Vice President[ None
Erik Anderson,] {None.

Janette Aprilante}
Assistant Vice President {None.} [
None
Janette Aprilante,]
{Victor }[Vice President & Secretary
As of January 2002: Secretary of OppenheimerFunds, Distributor, Inc.,
Centennial Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc., Oppenheimer Real Asset Management, Inc., Shareholder Financial
Services, Inc., Shareholder Services, Inc.; Assistant Secretary of
HarbourView Asset Management Corporation, OFI Private Investments, Inc.,
Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.
Hany S. Ayad,
Assistant Vice President None
Victor W.] Babin,
Senior Vice President[ ]None[
]{.

}Bruce [L.] Bartlett,
Senior Vice President {An officer and/or portfolio manager of certain
Oppenheimer funds.

}[ None
John Michael Banta,
Assistant Vice President None
Lerae A. Barela,
Assistant Vice President None
]George Batejan,
Executive Vice President/
Chief Information Officer {Formerly Senior} [
None
Kevin Baum,]
Vice President{(until May 1998).

}[ None
Jeff Baumgartner,
Assistant Vice President None
]Connie Bechtolt,
Assistant Vice President {None.

}[ None
Robert Behal
Assistant Vice President Assistant Vice President of HarbourView Asset
Management Corporation. Formerly, Associate Director at MetLife (Jan 2000-May
2000).
]Kathleen Beichert,
Vice President {None.

}[ Vice President of OppenheimerFunds Distributor,
Inc.
Erik S. Berg,
Assistant Vice President None
]Rajeev Bhaman,
Vice President[ ]None[
]{.

}Mark Binning[,]
Assistant Vice President[ ]None[
]{.

}Robert J. Bishop,
Vice President[ None
] {Vice President of Mutual Fund Accounting (since May 1996); an officer of
other Oppenheimer funds.

}John R. Blomfield,
Vice President[ ]None[
]{.

}Chad Boll,
Assistant Vice President[ ]None[
Lowell] Scott Brooks,
Vice President {None.} [ Vice President of OppenheimerFunds Distributor,
Inc.
Richard Buckmaster,]
{Jeffrey Burns,
Vice President/Assistant Counsel Stradley, Ronen Stevens and Young, LLP
(February 1998-September 1999).

Adele Campbell,} [Vice President
None
Mark Burns,]
Assistant Vice President {& Assistant }[
Formerly a Marketing Manager with Alliance Capital Management (October
1999-April 2001).
Bruce Burroughs]
{Treasurer: Rochester Division Formerly} [Vice President
None
Claudia Calich],[
]Assistant Vice President[ None
] {of Rochester Fund Services, Inc.

}Michael A. Carbuto,
Vice President[ None
Ronald G. Chibnik,] {An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of Centennial Asset Management Corporation.

John Cardillo,}
Assistant Vice President[ Director of technology for Sapient Corporation
(July, 2000-August 2001); software architect for Sapient Corporation (March
1997-July 2000).
] {None.

Elisa Chrysanthis
Assistant Vice President None.

}H.C. Digby Clements,
Vice President: Rochester Division {None.

}[ None
Peter V. Cocuzza,
Vice President None
Julie C. Cusker,
Assistant Vice President:
Rochester Division None
John Damian,
Vice President Formerly senior analyst/director for Citigroup
Asset Management (November 1999-September 2001).
]O. Leonard Darling,
Vice Chairman, {Chief
Executive Officer and
}Executive Vice [
]President[, Chief Investment
Officer & Director ]Chairman of the Board and a director (since
June 1999) and Senior Managing Director (since December 1998) of HarbourView
Asset Management Corporation; a director (since [July 2001) of Oppenheimer
Acquisition Corp.; a director (since] March 2000) of OFI Private Investments,
Inc.; {Trustee (}[Chairman of the Board, Senior Managing Director and
director (since February 2001) of OFI Institutional Asset Management, Inc.;
Trustee (since] 1993) of Awhtolia College - Greece[.
John M. Davis,]{; formerly Chief Executive Officer of HarbourView Asset
Management Corporation (December 1998 -
June 1999).

John Davis}
Assistant Vice President[ Assistant Vice President of OppenheimerFunds
Distributor, Inc.
] {EAB Financial (April 1998-February 1999).

}Robert A. Densen,
Senior Vice President {None.} [
None
Ruggero de‘Rossi,]
{Ruggero de‘Rossi
Vice President Formerly, Chief Strategist at ING Barings (July
1998 March 2000).

Sheri Devereux,
Vice President None.

Max Dietshe
Vice President Deloitte & Touche LLP (1989-1999).

Craig P. Dinsell
Executive Vice President None.

John Doney,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Executive Vice President (since September 1993)
and a director (since January 1992) of the Distributor; Executive Vice
President, General Counsel (since September 1995) and a director (since
August 1994)} [Vice President Vice President ]of HarbourView Asset Management
Corporation{, Shareholder Services, Inc., Shareholder Financial Services,
Inc. and Oppenheimer Partnership Holdings, Inc., of OFI Private Investments,
Inc. (since March 2000), and of PIMCO Trust Company (since May 2000);
President and a director of Centennial Asset Management Corporation (since
September 1995) and of Oppenheimer Real Asset Management, Inc. (since July
1996); Vice President and a director (since September 1997) of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc; a
director (since April 2000) of OppenheimerFunds Legacy Program, a charitable
trust program established by the Manager; General Counsel (since May 1996)
and Secretary (since April 1997) of Oppenheimer Acquisition Corp.; an officer
of other Oppenheimer funds.}[.
Craig P. Dinsell,]
{Bruce} [Executive Vice President
None
Randall C. Dishmon,
Assistant Vice President Formerly an Associate with Booz Allen &
Hamilton (1998-June 2001).
Rebecca K. Dolan
Vice President None
Steven D. Dombrower,
Vice President Vice President of OppenheimerFunds Distributor,
Inc.
Bruce C.] Dunbar,
Vice President {None.} [ None
Richard Edmiston,]
{Daniel }[Assistant Vice President
None
Daniel R.] Engstrom,
Assistant Vice President[ ]None[
Armand B.]{.

Armond} Erpf[,]
Assistant Vice President {None.} [
None
James Robert Erven]
{George }[Assistant Vice President
Formerly an Assistant Vice President/Senior Trader with Morgan Stanley
Investment Management (1999-April 2002).
George R.] Evans,
Vice President[ None
] {An officer and/or portfolio manager of certain Oppenheimer funds.

}Edward N. Everett,
{Assistant} Vice President[ ]None[
]{.

}George Fahey,
Vice President[ Vice President of OppenheimerFunds Distributor,
Inc.
Scott T.] {None.

Leslie A. Falconio,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds (since 6/99).

Scott } Farrar,
Vice President[ Vice President of OFI Private Investments, Inc.
] {Assistant Treasurer of Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds.

}Katherine P. Feld,
Vice President, Senior {Counsel
and Secretary Vice President and Secretary of the Distributor; Secretary and
Director of Centennial Asset Management Corporation; Vice President and
Secretary of Oppenheimer Real Asset Management, Inc.; Secretary of
HarbourView Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc.,} [Counsel Vice President of OppenheimerFunds,
Distributor, Inc.; Vice President, Assistant Secretary and Director of
Centennial Asset Management Corporation; Vice President of Oppenheimer Real
Asset Management, Inc.
Ronald H. Fielding,
Senior Vice President;
Chairman: Rochester Division Vice President of OppenheimerFunds Distributor,
Inc.; Director of ICI Mutual Insurance Company; Governor of St. John‘s
College; Chairman of the Board of Directors of International Museum of
Photography at George Eastman House.
P. Lyman Foster,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
David Foxhoven,
Assistant Vice President Assistant Vice President of OppenheimerFunds
Legacy Program.
Colleen M. Franca,
Assistant Vice President None
Crystal French,
Vice President None
Dan P. Gangemi,
Vice President None
Dan Gagliardo,
Assistant Vice President Formerly an Assistant Vice President with
Mitchell Hutchins (January 2000-October 2000).
Subrata Ghose,
Assistant Vice President None
Charles W. Gilbert,
Assistant Vice President None
Alan C. Gilston,
Vice President None
Sharon M. Giordano,
Assistant Vice President None
Jill E. Glazerman,
Vice President None
Paul M. Goldenberg,
Vice President None
Mike Goldverg,
Assistant Vice President None
Bejamin J. Gord,
Vice President Vice President of HarbourView Asset Management
Corporation. Formerly Executive Director with Miller Anderson Sherrerd, a
division of Morgan Stanley Investment Management. (April 1992-March 2002).
Laura Granger,
Vice President Formerly a portfolio manager at Fortis Advisors
(July 1998-October 2000).
Robert Grill,
Senior Vice President None
Robert Guy,
Senior Vice President None
David Hager,
Vice President None
Robert Haley,
Assistant Vice President None
Marilyn Hall,
Vice President None
Kelly Haney,
Assistant Vice President None
Thomas B. Hayes,
Vice President None
Dorothy F. Hirshman,
Vice President None
Scott T. Huebl,
Vice President Assistant Vice President of OppenheimerFunds
Legacy Program.
Margaret Hui,
Assistant Vice President None
John Huttlin,
Vice President None
James G. Hyland,
Assistant Vice President None
Steve P. Ilnitzki,
Senior Vice President Formerly Vice President of Product Management
at Ameritrade (until March 2000).
Kathleen T. Ives,
Vice President & Assistant Counsel
Vice President of OppenheimerFunds Distributor, Inc.; Vice President and
Assistant Secretary of Shareholder Services, Inc.; Assistant Secretary of
OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.
William Jaume,
Vice President Senior Vice President and Chief Compliance
Officer (since April 2000) of HarbourView Asset Management Corporation; and
of OFI Institutional Asset Management, Inc. (since February 2001).
Frank V. Jennings,
Vice President None
John Jennings,
Vice President None
John Michael Johnson,
Assistant Vice President Formerly Vice President, Senior
Analyst/Portfolio Manager at Aladdin Capital Holdings Inc. (February 2001-May
2002) prior to which he was Vice President and Senior Analyst at Merrill
Lynch Investment Managers (October 1996-February 2001).
Lewis A. Kamman,
Vice President None
Jennifer E. Kane,
Assistant Vice President None.
Lynn O. Keeshan,
Senior Vice President None
Thomas W. Keffer,
Senior Vice President None
Cristina J. Keller,
Vice President Vice President of OppenheimerFunds Distributor,
Inc.
Michael Keogh,
Vice President None
Garrett K. Kolb,
Assistant Vice President None
Walter G. Konops,
Assistant Vice President None
Avram D. Kornberg,
Senior Vice President None
James Kourkoulakos,
Vice President None
Guy E. Leaf,
Vice President Vice President of Merrill Lynch (January
2000-September 2001.
Christopher M. Leavy,
Senior Vice President Formerly Vice President and portfolio manager
at Morgan Stanley Investment Management (1997-September 2000).
Dina C. Lee,
Assistant Vice President & Assistant Counsel
Formerly an attorney with Van Eck Global (until December 2000).
Laura Leitzinger,
Vice President Vice President of Shareholder Financial
Services, Inc.
Michael S. Levine,
Vice President None
Gang Li,
Assistant Vice President None
Shanquan Li,
Vice President None
Mitchell J. Lindauer,
Vice President & Assistant General Counsel
None
Bill Linden,
Assistant Vice President None
Malissa B. Lischin,
Assistant Vice President Assistant Vice President of OppenheimerFunds
Distributor, Inc.
Reed Litcher,
Vice President None
David P. Lolli,
Assistant Vice President None
Daniel G. Loughran
Vice President: Rochester Division
None
Patricia Lovett,
Vice President Vice President of Shareholder Financial
Services, Inc. and Senior Vice President of Shareholder Services, Inc.
Steve Macchia,
Vice President None
Angelo G. Manioudakis
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation. Formerly Executive Director and portfolio manager for
Miller, Anderson & Sherrerd, a division of Morgan Stanley Investment
Management (August 1993-April 2002).
Marianne Manzolillo,
Assistant Vice President None
Philip T. Masterson,
Vice President & Assistant Counsel
None
Elizabeth McCormack,
Assistant Vice President Assistant Secretary of HarbourView Asset
Management Corporation.
Charles L. McKenzie,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation and OFI Institutional Asset Management Corporation.
Lisa Migan,
Assistant Vice President None
Andrew J. Mika,
Senior Vice President None
Joy Milan,
Vice President None
Denis R. Molleur,
Vice President & Senior Counsel
None
Nikolaos D. Monoyios,
Vice President None
Charles Moon,
Vice President Vice President of HarbourView Asset Management
Corporation. Formerly an Executive Director and Portfolio Manager with Miller
Anderson & Sherrerd, a division of Morgan Stanley Investment Management (June
1999-March 2002).
John Murphy,
Chairman, President, Chief Executive Officer & Director
Director of OppenheimerFunds Distributor, Inc., Centennial Asset Management
Corporation, HarbourView Asset Management Corporation, OFI Private
Investments, Inc., OFI Institutional Asset Management, Inc. and Tremont
Advisers, Inc.; Director (Class A) of Trinity Investments Management
Corporation; President and Director of Oppenheimer Acquisition Corp.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management,
Inc.; Chairman and Director of] Shareholder Financial Services, Inc. and
Shareholder Services, Inc.[; Executive Vice President of MassMutual Life
Insurance Company; director of DLB Acquisition Corp.
Thomas J. Murray,
Vice President None
Kenneth Nadler,
Vice President None
David Negri,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation.
Richard Nichols,
Vice President None
Barbara Niederbrach,
Assistant Vice President None
Raymond C. Olson,
Assistant Vice President Assistant Vice President and Treasurer of
OppenheimerFunds Distributor, Inc.; Treasurer of Centennial Asset Management
Corporation.
Frank J. Pavlak,
Vice President None
David P. Pellegrino,
Vice President None
Allison C. Pells,
Assistant Vice President None
James F. Phillips,
Vice President None
Raghaw Prasad,
Assistant Vice President Formerly Associate Vice President with
Prudential Securities New York (January 2001-November 2001) prior to which he
was a Director/Analytics with Prudential Investments New Jersey (April
1997-November 2001).
Jane C. Putnam,
Vice President None
Michael E. Quinn,
Vice President None
Julie S. Radtke,
Vice President None
Norma J. Rapini,
Assistant Vice President:
Rochester Division None
Thomas P. Reedy,
Vice President Vice President (since April 1999) of
HarbourView Asset Management Corporation.
Brian N. Reid,
Assistant Vice President Formerly an Assistant Vice President with Eaton
Vance Management (January 2000-January 2002).
Kristina Richardson,
Assistant Vice President None
David Robertson,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
Rob Robis,
Assistant Vice President None
Antoinette Rodriguez,
Assistant Vice President None
Jeffrey S. Rosen,
Vice President None
Richard H. Rubinstein,
Senior Vice President None
James H. Ruff,
Executive Vice President President and Director of OppenheimerFunds
Distributor, Inc. and Centennial Asset Management Corporation; Executive Vice
President of OFI Private Investments, Inc.
Andrew Ruotolo
Executive Vice President and Director
Director, Treasurer and Chief Financial Officer of Oppenheimer Acquisition
Corp.; President and director of Shareholder Services, Inc. and Shareholder
Financial Services, Inc.; Director (Class A) of Trinity Investment Management
Corporation; Chairman of the Board, Chief Executive Officer, President and
Director or OFI Trust Company.
Rohit Sah,
Assistant Vice President None
Valerie Sanders,
Vice President None
Tricia Scarlata,
Assistant Vice President Formerly, Marketing Manager of
OppenheimerFunds, Inc. (April 2001-August 2002); Client Service Support
Manager for Sanford C. Bernstein (December 1999-April 2001)
Jeffrey R. Schneider,
Vice President None
Ellen P. Schoenfeld,
Vice President None
David Schultz,
Senior Vice President Chief Executive Officer, President & Senior
Managing Director & Director of OFI Institutional Asset Management, Inc. and
HarbourView Asset Management Corporation; Director (Class A) and Chairman of
Trinity Investment Management Corporation; Director of Oppenheimer Trust
Company.
Scott A. Schwegel,
Assistant Vice President None
Allan P. Sedmak
Assistant Vice President None
Jennifer L. Sexton,
Vice President Vice President of OFI Private Investments, Inc.
Martha A. Shapiro,
Vice President None
Navin Sharma,
Vice President Formerly, Manager at BNP Paribas Cooper Neff
Advisors (May 2001-April 2002) prior to which he was Development Manager at
Reality Online/Reuters America Inc. (June 2000-May 2001).
Steven J. Sheerin,
Vice President Formerly consultant with Pricewaterhouse
Coopers (November 2000-May 2001) prior to which he was a Vice President of
Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).
Bonnie Sherman,
Assistant Vice President None
David C. Sitgreaves,
Assistant Vice President None
Edward James Sivigny
Assistant Vice President Formerly a Director for ABN Amro Securities
(July 2001-July 2002) prior to which he was Associate Director for Barclays
Capital (1998-July 2001).
Enrique H. Smith,
Assistant Vice President Formerly a business analyst with Goldman Sachs
(August 1999-August 2001).
Richard A. Soper,
Vice President None
Louis Sortino,
Assistant Vice President:
Rochester Division None
Keith J. Spencer,
Vice President None
Marco Antonio Spinar,
Assistant Vice President Formerly, Director of Business Operations at
AOL Time Warner, AOL Time Warner Book Group (June 2000-December 2001).
Richard A. Stein,] {Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director and/or portfolio manager of certain
Oppenheimer funds; presently he holds the following other positions: Director
(since 1995) of ICI Mutual Insurance Company; Governor (since 1994) of St.
John‘s College; Director (since 1994 - present) of International Museum of
Photography at George Eastman House..

David Foxhoven,
Assistant Vice President Formerly Manager, Banking Operations Department
(July 1996 - November 1998).

Crystal French
Vice President None.

Dan Gangemi,
Vice President None.

Erin Gardiner,
Assistant Vice President None.

Subrata Ghose
Assistant Vice President Formerly, Equity Analyst at Fidelity Investments
(1995 March 2000).

Charles Gilbert,
Assistant Vice President None.

Alan Gilston,
Vice President None.

Jill Glazerman,
Vice President None.

Mikhail Goldverg
Assistant Vice President None.

Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director Chief Financial Officer, Treasurer and director of Oppenheimer
Acquisition Corp.; Executive Vice President of HarbourView Asset Management
Corporation; President. Chief Executive Officer and director of PIMCO Trust
Company; director of OppenheimerFunds, Legacy Program (charitable trust
program); Vice President of OFI Private Investments, Inc. and a Member and
Fellow of the Institute of Chartered Accountants.

Robert Grill,
Senior Vice President None.

Robert Guy
Senior Vice President None.

Robert Haley
Assistant Vice President None.

Thomas B. Hayes,
Vice President None.

Dorothy Hirshman,
Assistant Vice President None

Merryl Hoffman,
Vice President and
Senior Counsel None

Merrell Hora,
Assistant Vice President None.

Scott T. Huebl,
Vice President None.

James Hyland,
Assistant Vice President Formerly Manager of Customer Research for Prudential
Investments (February 1998 - July 1999).

David Hyun,
Vice President Formerly portfolio manager, technology analyst and research
associate at Fred Alger Management, Inc. (August 1993 June 2000).

Steve Ilnitzki,
Senior Vice President Formerly Vice President of Product Management at
Ameritrade (until March 2000).

Kathleen T. Ives,
Vice President None.

William Jaume,
Vice President Senior Vice President (since April 2000) of HarbourView Asset
Management Corporation.

Frank Jennings,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Andrew Jordan,
Assistant Vice President None.

Deborah Kaback
Vice President and
Senior Counsel Senior Vice President and Deputy General Counsel of
Oppenheimer Capital (April 1989-November 1999).

Lewis Kamman
Vice President Senior Consultant for Bell Atlantic Network Integration, Inc.
(June 1997-December 1998).

Jennifer Kane
Assistant Vice President None.

Lynn Oberist Keeshan
Senior Vice President Formerly (until March 1999) (Vice President, Business
Development and Treasury at Liz Claiborne, Inc.

Thomas W. Keffer,
Senior Vice President None.

Erica Klein,
Assistant Vice President None.

Walter Konops,
Assistant Vice President None.

Avram Kornberg,
Senior Vice President None.

Jimmy Kourkoulakos,
Assistant Vice President. None.

John Kowalik,
Senior Vice President An officer and/or portfolio manager for certain
OppenheimerFunds.

Joseph Krist,
Assistant Vice President None.

Michael Levine,
Vice President None.

Shanquan Li,
Vice President None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.

Malissa Lischin
Assistant Vice President Formerly Associate Manager, Investment Management
Analyst at Prudential (1996 March 2000).

David Mabry,
Vice President None.

Bridget Macaskill,
Chairman, Chief Executive Officer
and Director President, Chief Executive Officer and a director (since March
2000) of OFI Private Investments, Inc., an investment adviser subsidiary of
the Manager; Chairman and a director of Shareholder Services, Inc. (since
August 1994) and Shareholder Financial Services, Inc. (since September 1995),
transfer agent subsidiaries of the Manager; President (since September 1995)
and a director (since October 1990) of Oppenheimer Acquisition Corp., the
Manager‘s parent holding company; President (since September 1995) and a
director (since November 1989) of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; President and a director (since
October 1997) of OppenheimerFunds International Ltd., an offshore fund
management subsidiary of the Manager and of Oppenheimer Millennium Funds plc;
a director of HarbourView Asset Management Corporation (since July 1991) and
of Oppenheimer Real Asset Management, Inc. (since July 1996), investment
adviser subsidiaries of the Manager; a director (since April 2000) of
OppenheimerFunds Legacy Program, a charitable trust program established by
the Manager; a director of Prudential Corporation plc (a U.K. financial
service company); President and a trustee of other Oppenheimer funds;
formerly President of the Manager (June 1991 August 2000).

Steve Macchia,
Vice President None.

Philip T. Masterson,
Vice President None.

Loretta McCarthy,
Executive Vice President None.

Lisa Migan,
Assistant Vice President None.

Andrew J. Mika
Senior Vice President Formerly a Second Vice President for Guardian
Investments (June 1990 October 1999).

Joy Milan
Assistant Vice President None.

Denis R. Molleur,
Vice President and
Senior Counsel None.

Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager of certain
Oppenheimer funds.

Margaret Mudd
Assistant Vice President Formerly Vice President Syndications of Sanwa Bank
California (January 1998 September 1999).

John Murphy,
President and Chief
Operating Officer President of MassMutual Institutional Funds and the MML
Series Funds

Kenneth Nadler,
Vice President None.

David Negri,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Ray Olson,
Assistant Vice President None.

Gina M. Palmieri,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds (since June 1999).

Robert E. Patterson,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Frank Pavlak,
Vice President Formerly. Branch Chief of Investment Company Examinations at
U.S. Securities and Exchange Commission (January 1981 - December 1998).

James Phillips
Assistant Vice President None.

David Pellegrino
Vice President None.

Jane Putnam,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Michael Quinn,
Assistant Vice President None.

Julie Radtke,
Vice President None.

Russell Read,
Senior Vice President Senior Vice President (since March 2000) of HarbourView
Asset Management Corporation; Vice President of Oppenheimer Real Asset
Management, Inc. (since August 1996).

Thomas Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset
Management Corporation; an officer and/or portfolio manager of certain
Oppenheimer funds.

John Reinhardt,}
Vice President: Rochester Division[
None
Arthur P. Steinmetz] {None

Jeffrey Rosen,
Vice President None.

Marci Rossell,
Vice President and Corporate Economist Economist with Federal Reserve Bank of
Dallas (April 1996 March 1999).

Richard H. Rubinstein},
Senior Vice President {An officer and/or portfolio manager of certain
Oppenheimer funds.} [ Senior Vice President of HarbourView Asset
Management Corporation.
Jayne M. Stevlingson,]
{Lawrence Rudnick} [Vice President
None
Gregory J. Stitt,
Vice President None
John P. Stoma,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
Wayne Strauss],
Assistant Vice President {None.}[:]
{James Ruff,} [Rochester Division
None
Michael Stricker,]
{Executive Vice President President and director of the Distributor; Vice
President (since March 2000) of OFI Private Investments, Inc.

Andrew Ruotolo
Executive Vice President President and director of Shareholder Services,
Inc.; formerly Chief Operations Officer for American International Group
(August 1997-September 1999).

Rohit Sah,} [Vice President None
Deborah A. Sullivan,]
Assistant Vice President {None.}[,]
{Valerie Sanders,
Vice President None.

Kenneth Schlupp} [Assistant Counsel
Since December 2001, Secretary of Oppenheimer Trust Company.
Mary Sullivan,]
Assistant Vice President[ None
Kevin L. Surrett,]
Assistant Vice President{(since March 2000) of OFI Private Investments, Inc.}
[ None
Susan B. Switzer,]
{Jeff Schneider,
Vice President Formerly (until May 1999) Director, Personal Decisions
International.

Ellen Schoenfeld,
Vice President None.

Allan Sedmak
Assistant Vice President None.

Jennifer Sexton,
Vice President None.

Martha Shapiro,
Assistant Vice President None.

Connie Song,
Assistant Vice President None.

Richard Soper,
Vice President None.

Keith Spencer,
Vice President None.

Cathleen Stahl,
Vice President Assistant Vice President & Manager of Women & Investing Program

Richard A. Stein,} [Vice President
None
Anthony A. Tanner,]
Vice President: Rochester Division[
None
Paul Temple,
Vice President Formerly a Vice President of Merrill Lynch
(October 2001-January 2002) prior to which he was a Vice President with
OppenheimerFunds, Inc. (May 2000-October 5, 2001).
Vincent Toner,]
Assistant Vice President[ None
Eamon Tubridy,]{(since 1995) of Rochester Capitol Advisors, L.P.

Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Jayne Stevlingson,
Vice President None.

Gregg Stitt,}
Assistant Vice President {None.} [
None
James F. Turner,]
{John Stoma,
Senior Vice President None.

Kevin Surrett,} [Vice President
Formerly portfolio manager for Technology Crossover Ventures (May 2000-March
2001).
Cameron Ullyat,]
Assistant Vice President[ None
Angela Utaro,]
Assistant Vice President {of Product Development}[:]
{At Evergreen Investor Services, Inc. (June 1995 }[Rochester Division
None
Mark S. Vandehey,]
{May 1999).

James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or Managing
Partner of the Denver-based Oppenheimer Funds; formerly, President and
Director of} [Vice President Vice President of OppenheimerFunds Distributor,
Inc.,] Centennial Asset Management Corporation and {Chairman of the Board of}
Shareholder Services, Inc.[
Maureen Van Norstrand] {Susan Switzer},
Assistant Vice President[ None
Vincent Vermette,] {None.

Anthony A. Tanner,
Vice President: Rochester Division None.

Paul Temple,
Vice President Formerly (until May 2000) Director of Product Development at
Prudential.

Angela Uttaro,}
Assistant Vice President[ ] {None.

Mark Vandehey,
Vice President None.

Maureen VanNorstrand,
}Assistant Vice President [of OppenheimerFunds Distributor, Inc.
Phillip F.] {None.

Annette Von Brandis,
Assistant Vice President None.

Phillip } Vottiero,
Vice President {Chief Financial officer for the Sovlink Group (April 1996 -
June 1999).} [ None
Samuel Sloan Walker,]
{Teresa }[Vice President Vice President of HarbourView Asset Management
Corporation.
Teresa M.] Ward,
Vice President[ Vice President of OppenheimerFunds Distributor,
Inc.
Jerry A.] {None.

Jerry } Webman,
Senior Vice President[ ] {Senior Investment Officer, Director of Fixed
Income.

Barry Weiss,
Assistant Vice President Fitch IBCA (1996 January 2000)

Christine Wells,
Vice President None.

Joseph Welsh,
Assistant Vice President None.

William L. Wilby,
Senior Vice President Senior Investment Officer, Director of International
Equities;} Senior Vice President of HarbourView Asset Management Corporation.[
Christopher D. Weiler,
Assistant Vice President:
Rochester Division None
Barry D. Weiss,
Vice President None
Melissa Lynn Weiss,
Vice President Formerly an Associate at Hoguet Newman & Regal,
LLP (January 1998-May 2002).
Christine Wells,
Vice President None
Joseph J. Welsh,
Vice President Vice President of HarbourView Asset Management
Corporation.
Diederick Wermolder,
Vice President Director of OppenheimerFunds International
Ltd.; Senior Vice President (Managing Director of the International Division)
of OFI Institutional Asset Management, Inc.
Catherine M. White,
Assistant Vice President Assistant Vice President of OppenheimerFunds
Distributor, Inc. Formerly, Assistant Vice President with Gruntal & Co. LLC
(September 1998 - October 2000); member of the American Society of Pension
Actuaries (ASPA) since 1995.
William L. Wilby,
Senior Vice President Formerly Senior Vice President of HarbourView
Asset Management Corporation (May 1999-July 2002).
Donna M.] {Donna} Winn,
Senior Vice President {Vice President (since March 2000)} [
President, Chief Executive Officer and Director] of OFI Private Investments,
Inc.[; Director and President of OppenheimerFunds Legacy Program; Senior Vice
President of OppenheimerFunds Distributor, Inc.
Kenneth Winston,
Senior Vice President Principal at Richards & Tierney, Inc. (until
June 2001).
]Brian W. Wixted,
Senior Vice President and
Treasurer[ ]Treasurer {(since March 1999)} of HarbourView
Asset Management Corporation{, Shareholder Services}[; OppenheimerFunds
International Ltd., Oppenheimer Partnership Holdings], Inc., Oppenheimer Real
Asset Management Corporation, [Shareholder Services, Inc.,] Shareholder
Financial Services, Inc. {and Oppenheimer Partnership Holdings, Inc., of}[,
]OFI Private Investments, Inc. {(since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000)}
[and OFI Institutional Asset Management, Inc.]; Treasurer and Chief Financial
Officer {(since May 2000) of PIMCO} [of Oppenheimer] Trust Company; Assistant
Treasurer {(since March 1999)} of Oppenheimer Acquisition Corp. and
[OppenheimerFunds Legacy Program.
] {of Centennial Asset Management Corporation; an officer of other
Oppenheimer funds; formerly Principal and Chief Operating Officer, Bankers
Trust Company - Mutual Fund Services Division (March 1995 - March 1999).

}Carol Wolf,
Senior Vice President[ Serves on the Board of the Colorado Ballet.
Kurt Wolfgruber,] {An officer and/or portfolio manager of certain Oppenheimer
funds; serves on the Board of Chinese
Children Adoption International Parents
Council, Supporters of Children, and the
Advisory Board of Denver Children‘s
Hospital Oncology Department.

Kurt Wolfgruber}
Senior Vice President[ Director of Tremont Advisers, Inc. (as of
January 2002).
Caleb C.] {Senior Investment Officer, Director of Domestic Equities; member
of the Investment Product Review Committee and the Executive Committee of
HarbourView Asset Management Corporation; formerly (until April 2000) a
Managing Director and Portfolio Manager at J.P. Morgan Investment Management,
Inc.

Caleb } Wong,
Vice President {An officer and/or portfolio manager of certain Oppenheimer
funds (since June 1999) .} [ None
Edward C. Yoensky,]
{Robert G. Zack,} [Assistant Vice President
None
Robert G. Zack]
Senior Vice President and
{Assistant Secretary, Associate
General Counsel Assistant Secretary of Shareholder Services, Inc. (since May
1985),} [General Counsel General Counsel and Director of
OppenheimerFunds Distributor, Inc.; General Counsel of Centennial 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.{(since November 1989), }[, Shareholder
Services, Inc., OFI Private Investments, Inc. and Oppenheimer Trust Company;
Vice President and Director of Oppenheimer Partnership Holdings, Inc.;
Secretary of OAC Acquisition Corp.; Director and Assistant Secretary of]
OppenheimerFunds International Ltd. {and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.}[; Director of
Oppenheimer Real Asset Management, Inc.; Vice President of OppenheimerFunds
Legacy Program.
Jill Zachman,]
{Jill Zachman,
Assistant} Vice President: {
}Rochester Division[ ]None[
]{.

}Neal [A.] Zamore,
Vice President {Director e-Commerce; formerly (until May 2000) Vice President
at GE Capital.} [ None
Mark D. Zavanelli,]
{Mark Zavanelli,} [Vice President
None
Alex Zhou,]
Assistant Vice President[ ]None[
]{.

}Arthur J. Zimmer,
Senior Vice President[ ]Senior Vice President (since April 1999) of
HarbourView Asset Management Corporation[.
]{; Vice President of Centennial Asset Management Corporation; an officer
and/or portfolio manager of certain Oppenheimer funds.

Susan Zimmerman,
Vice President None.}

The Oppenheimer Funds include the {New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:} [following:]

{Board I Funds} [Centennial America Fund, L.P.
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)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)]
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
[Oppenheimer Capital Income Fund]
Oppenheimer Capital Preservation Fund
[Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)]
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
[Oppenheimer Emerging Growth Fund]
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
[Oppenheimer High Yield Fund
Oppenheimer International Bond Fund]
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
[Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Growth & Income 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 Multiple Strategies Fund]
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 Multiple
Strategies Fund}
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
[Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small Cap Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
Gartmore Millennium Growth Fund II
Jennison Growth Fund
Mercury Advisors Focus Growth Fund
Mercury Advisors S&P 500 Index Fund
QM Active Balanced Fund
Salomon Brothers Capital Fund
Oppenheimer Senior Floating Rate Fund]
Oppenheimer Series Fund, Inc. [(2 series):
Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund]
Oppenheimer Special Value Fund
[Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC]
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
{Board II Funds} [Oppenheimer Variable Account Funds (10 series):]
{Centennial America Fund, L.P.} [Oppenheimer Aggressive Growth Fund/VA]
{Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund} [Oppenheimer Bond Fund/VA]
Oppenheimer Capital {Income Fund} [Appreciation Fund/VA]
{Oppenheimer High Yield Fund} [Oppenheimer Global Securities Fund/VA]
{Oppenheimer Integrity Funds} [Oppenheimer High Income Fund/VA]
{Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund} [Oppenheimer Main Street Growth &
Income Fund/VA]
Oppenheimer Main Street Small Cap {Fund} [Fund/VA]
{Oppenheimer Main Street Funds, Inc.} [Oppenheimer Money Fund/VA]
{Oppenheimer Municipal Fund} [Oppenheimer Multiple Strategies Fund/VA]
{Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds} [Oppenheimer Strategic Bond Fund/VA]
Panorama Series Fund, Inc. [(4 series):
Growth Portfolio
Government Securities Portfolio
Oppenheimer International Growth Fund/VA
Total Return Portfolio] {Board III Funds

Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.}
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 {Corp.} [Corporation], Oppenheimer Partnership
Holdings, Inc., Oppenheimer Acquisition Corp. {and}[,] OFI Private
Investments, Inc. {is Two World Trade Center}[, OFI Institutional Asset
Management, Inc. and Oppenheimer Trust Company is 498 Seventh Avenue], New
York, New York {10048-0203.} [10018.]

{The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Denver-based Oppenheimer Funds, Shareholder Financial Services, Inc.,
Shareholder Services, Inc., OppenheimerFunds Services, Centennial Asset
Management Corporation, Centennial Capital Corp., and Oppenheimer Real Asset
Management, Inc. is 6803 South Tucson Way, Englewood, Colorado 80112.} [The
address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C,
Rye, New York 10580.]

{The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New
York 14625-2807.} [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 Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.

(b) The directors and officers of the Registrant‘s principal underwriter
are:

Name & Principal
{Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant

Jason Bach Vice President None
31 Raquel Drive
Marietta, GA 30064

William Beardsley (2) Vice President None

Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093

}[Business Address Position & Office
with Underwriter Position and Office
with Registrant
Robert Agan(1) Vice President None
Janette Aprilante(1) Secretary None
Jason R. Bach
3264 Winthrop Cricle
Marietta, GA 30067 Vice President None
Kathleen Beichert(1) Vice President None
Gabriella Bercze(2) Vice President None
]Douglas S. Blankenship
{Vice President None} [17011 Woodbark]
{17011 Woodbank} [Spring, TX 77379 Vice President
None
Tracey Blinzler(1) Assistant Vice President None
Kevin Bonner(1) Vice President None
L. Scott Brooks(2) Vice President None
Kevin E. Brosmith]
{Spring, TX 77379} [170 Phillip Court]
{Kevin Brosmith }[Lake Bluff, IL 60044 ]Senior Vice President {None.
856 West Fullerton
Chicago, IL 60614

Susan Burton(2) Vice President None

Robert Coli Vice President None} [ None
Jeffrey W. Bryan(2) Vice President None
Susan Burton
412 Towne Green Circle
Addison, TX 75001 Vice President None
Kathleen Mary Byron
6 Dahlia Drive
Irvine, CA 92618 Vice President None
Robert A. Coli]
12 White Tail Lane
Bedminster, NJ 07921[ Vice President None
Jill E. Crockett(2) Assistant Vice President None
Jeffrey D. Damia(2) Vice President None
John Davis(2) Assistant Vice President None
Stephen J. Demetrovits(2) Vice President None
Joseph A. DiMauro] {William Coughlin Vice President None
1730 N. Clark Street
#3203
Chicago, IL 60614

Jeff Damia(2) Vice President None

Stephen Demetrovits(2) Vice President None

Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55419

Michael Dickson Vice President None
21 Trinity Avenue
Glastonburg, CT 06033

Joseph DiMauro Vice President None}
244 McKinley Avenue
Grosse Pointe Farms, MI 48236[ Vice President None
Steven Dombrower(w) Vice President None
George P. Dougherty] {Andrew John Donohue(2) Executive Vice Secretary }
{President and Director }[4090 Redbud Circle]
{G. Patrick Dougherty (2) Vice President None} [Doylestown, PA 18901
Vice President None
Cliff H. Dunteman]
{Cliff Dunteman Vice President None
940 Wedgewood Drive} [1196 Fieldstone Dr.]
Crystal Lake, IL 60014[-1642 ] {Wendy H. Ehrlich} Vice President[
None
John Eiler(2) ] {None
4 Craig Street
Jericho, NY 11753

Kent Elwell} Vice President[ ]None[
Kent M. Elwell]
35 Crown Terrace
Yardley, PA 19067[ Vice President None
Gregg A. Everett] {George Fahey Vice President None}
{9 Townview Ct.} [7124 Trysail Circle
Tampa, FL 33607 Vice President None
George R. Fahey
9 Townview Court]
Flemington, NJ 08822[ ] {Eric Fallon} Vice President[
]None[
Eric C. Fallon]
10 Worth Circle
Newton, MA [02458 Vice President None
] {02158

}Katherine P. Feld(2)[ ]Vice President[ Assistant] {and None
Corporate} Secretary[
]Mark {Ferro} [J. Ferro(2) ]Vice President[ None
] {None
43 Market Street
Breezy Point, NY 11697

}Ronald H. Fielding(3)[ Vice President None
Patrick W. Flynn (1) ] {Vice President None

John ("J") Fortuna(2) Vice President None

Ronald R. Foster} Senior Vice President[ None
John E. Forrest(2) Senior Vice President None
John (J) Fortuna(2) Vice President None
P. Lyman Foster(2) Senior Vice President None
Luiggino J. Galleto] {None
11339 Avant Lane
Cincinnati, OH 45249

Victoria Friece(1) Assistant Vice President None

Luiggino Galleto Vice President None}
10302 Riesling Court
Charlotte, NC 28277[ Vice President None
Michelle M. Gans] {Michelle Gans Vice President None}
{18771 The Pines} [2700 Polk Street, Apt. #9]
{Eden Prairie, MN 55347

L. Daniel Garrity Vice President None
27 Covington Road
Avondale Estates, GA 30002

Lucio Giliberti Vice President None} [San Francisco, CA 94109
Vice President None
Lucio Giliberti]
6 Cyndi Court
Flemington, NJ 08822[ Vice President None
Raquel Granahan(2) Vice President None
Ralph Grant(2) Senior Vice President None
Michael D. Guman] {Ralph Grant(2) Senior Vice President/ None}
{National Sales Manager

Michael Guman Vice President None
3913 Pleasent} [3913 Pleasant] Avenue
Allentown, PA 18103[ Vice President None
Tonya N. Hammet
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759 Assistant Vice President None
Clifford W. Heidinger] {Webb Heidinger Vice President None}
90 Gates Street
Portsmouth, NH 03801[ ] {Phillip Hemery} Vice President {None} [
None
Phillipe D. Hemery]
184 Park Avenue
Rochester, NY 14607[ Vice President None
Elyse R. Jurman Herman] {Brian Husch(2) Vice President None

Edward Hrybenko (2) Vice President None

Richard L. Hymes(2) Assistant Vice President None

Byron Ingram(1) Assistant Vice President None

Kathleen T. Ives(1) Vice President None

Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011

Elyse Jurman Vice President None}
1194 Hillsboro Mile, {#}[Villa] 51
Hillsboro Beach, FL 33062[ Vice President None
Wendy G. Hetson] {John Kavanaugh Vice President None}
{2 Cervantes Blvd.} [4 Craig Street
Jericho, NY 11753 Vice President None
Kristen L. Heyburn
2315 Mimosa Drive #2
Houston, TX 77019 Vice President None
William E. Hortz(2) Vice President None
Edward Hrybenko(2) Vice President None
Brian F. Husch(2) Vice President None
Richard L. Hymes(2) Assistant Vice President None
Kathleen T. Ives(1) Vice President Assistant Secretary
Eric K. Johnson
28 Oxford Avenue
Mill Valley, CA 94941 Vice President None
Mark D. Johnson
15792 Scenic Green Court
Chesterfield, MO 63017 Vice President None
John S. Kavanaugh
2 Cervantes], Apt. #301
San Francisco, CA 94123[ Vice President None
Christina J. Keller(2) Vice President None
Brian G. Kelly] {Brian Kelly Vice President None}
60 Larkspur Road
Fairfield, CT 06430[ ] {Michael Keogh(2)} Vice President[
None
Michael Keogh(2) Vice President None
] {None

}Lisa Klassen(1)[ ]Assistant Vice President[
]None[
]Richard Klein {Senior Vice President None}
4820 Fremont Avenue So.
Minneapolis, MN 55409[ Senior Vice President None
Richard Knott(2) Vice President None
Dean Kopperud(2) Senior Vice President None
Brent A. Krantz
P. O. Box 1313
Seahurst, WA 98062 Senior Vice President None
David T. Kuzia
9697 S. Golden Eagle Dr.
Highlands, CO 80126 Vice President None
Tracey Lange(2) Vice President None
Paul R. LeMire Vice President None
Dawn Lind] {Brent Krantz Vice President None
2609 SW 149th Place
Seattle, WA 98166

Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116

Dawn Lind Vice President None}
21 Meadow Lane
Rockville Centre, NY 11570[ Vice President None
Malissa Lischin(2) Assistant Vice President None
James V. Loehle] {James Loehle Vice President None}
30 Wesley Hill Lane
Warwick, NY 10990[ Vice President None
John J. Lynch
5341 Ellsworth
Dallas, TX 75206 Vice President None
Mark Macken
462 Lincoln Avenue
Sayville, NY 11782 Vice President None
Michael Magee(2) Vice President None
Steven C. Manns
1941 W. Wolfram
Chicago, IL 60657 Vice President None
Todd A. Marion] {John Lynch (2) Vice President None

Michael Magee(2) Vice President None

Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657

Todd Marion Vice President None}
3 St. Marks Place
Cold Spring Harbor, NY 11724[ Vice President None
David M. Martin
10155 S. Woodrose Lane
Highlands Ranch, CO 80126 Vice President None
LuAnn Mascia(2) ] {LuAnn Mascia(2) }Assistant Vice President[
]None[
]Theresa-Marie Maynier {Vice President None}
2421 Charlotte Drive
Charlotte, NC 28203[ ] {Anthony Mazzariello} Vice President {None} [
None
Anthony P. Mazzariello]
704 Beaver Road
Leetsdale, PA 15056[ ] {John McDonough} Vice President {None} [
None
John C. McDonough]
3812 Leland Street
Chevy Chase, MD 20815[ ] {Kent McGowan} Vice President {None} [
None
Kent C. McGowan]
18424 12th Avenue West
Lynnwood, WA 98037[ Vice President None
John V. Murphy(2) Director President, Principal
Executive Officer and Trustee/Director
Wendy Jean Murray] {Laura Mulhall(2) Senior Vice President None

Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931

Wendy Murray Vice President None}
32 Carolin Road
Upper Montclair, NJ 07043[ Vice President None
Christina Nasta(2) Assistant Vice President None
Kevin P. Neznek(2) Vice President None
Chad V. Noel] {Denise-Marie Nakamura Vice President None
4111 Colony Plaza
Newport Beach, CA 92660

John Nesnay Vice President None
9511 S. Hackberry Street
Highlands Ranch, CO 80126

Kevin Neznek(2) Vice President None

Chad V. Noel Vice President None}
2408 Eagleridge Drive
Henderson, NV 89014[ Vice President None
Raymond C. Olson(1) ] {Alan Panzer} Assistant Vice President [&
Treasurer None
Brian C. Perkes] {None
925 Canterbury Road, Apt. #848
Atlanta, GA 30324

Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Brian Perkes Vice President None}
8734 Shady Shore Drive
Frisco, TX 75034[ Vice President None
]Charles K. Pettit {Vice President None}
22 Fall Meadow Drive
Pittsford, NY 14534[ Vice President None
William L. Presutti] {Bill Presutti(2) Vice President None}
{Steve Puckett Vice President None} [238 Kemp Avenue]
{5297 Soledad Mountain Road
San Diego, CA 92109

Elaine Puleo(2)} [Fair Haven, NJ 07704 Vice President
None
Elaine Puleo-Carter(2) ]Senior Vice President {None} [
None
Christopher L. Quinson]
{Minnie Ra Vice President None} [19 Cayuga Street
Rye, NY 10580 Vice President None
Minnie Ra]
100 Dolores Street, #203
Carmel, CA 93923[ Vice President None
Heather Rabinowitz(2) Assistant Vice President None
Gary D. Rakan] {Dustin Raring Vice President None}
{184 South Ulster} [25031 Woodridge Triangle]
{Denver, CO 80220

Michael Raso Vice President None} [Farmington, MI 48335 Vice President
None
Michael A. Raso]
16 N. Chatsworth Ave.[,] Apt. 301
Larchmont, NY 10538[ ] {Douglas Rentschler} Vice President {None} [
None
Douglas Rentschler]
677 Middlesex Road
Grosse Pointe Park, MI 48230[ Vice President None
Louis H. Reynolds(2) Vice President None
Michelle Simone Richter(2) Vice President None
Ruxandra Risko(2) Vice President None
David R. Robertson(2) ] {Michelle Richter(2) Assistant Vice President None

Ruxandra Risko(2) Vice President None

David Robertson(2) }Senior Vice President{, None
Director of Variable
Accounts

Kenneth Rosenson Vice President None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265

James Ruff(2) President & Director None

William Rylander (2) Vice President None

Alfredo Scalzo Vice President None
9616 Lale} [ None
Kenneth A. Rosenson
24753 Bantage Point Terr.
Malibu, CA 90265 Vice President None
James H. Ruff(2) President & Director None
William R. Rylander
85 Evergreen Road
Vernon, CT 06066 Vice President None
Thomas Sabow(2) Vice President None
Alfredo Scalzo
9616 Lake] Chase Island Way
Tampa, FL 33626[ ] {Michael Sciortino} Vice President {None} [
None
Michael Sciortino]
785 Beau Chene Drive
Mandeville, LA 70471[ ] {Eric Sharp} Vice President[
]None[
Eric Sharp]
862 McNeill Circle
Woodland, CA 95695[ ] {Michelle Simone - Ricter(2) Assistant} Vice
President[ None
Debbie Simon(2) ] {None

Kristen Sims (2)} Vice President[ ]None[
]Douglas [Bruce] Smith {Vice President None}
808 South 194th Street
Seattle,WA 98148[ Vice President None
William A. Spetrino] {David Sturgis Vice President None}
{81 Surrey Lane} [7631 Yennicook Way]
{Boxford, MA 01921

Peter Sullivan Vice President None
21445 S. E 35th Street
Issaquah, WA 98029

Brian Summe Vice President None} [Hudson, OH 44236 Vice President
None
Bryan Stein(2) Vice President None
John Stoma(2) Senior Vice President None
Brian C. Summe]
239 N. Colony Drive
Edgewood, KY 41017[ Vice President None
Michael Sussman(2) Vice President None
George T. Sweeney] {Michael Sussman(2) Vice President None}
{Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242

George Sweeney Senior Vice President None
5 Smokehouse} [5 Smoke House] Lane
Hummelstown, PA 17036[ Senior Vice President None
]Scott McGregor Tatum {Vice President None}
704 Inwood
Southlake, TX 76092[ Vice President None
James Taylor(2) Assistant Vice President None
Martin Telles(2) ] {Martin Telles(2) }Senior Vice President {None

David G. Thomas Vice President None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201

Tanya Valency (2)} [ None
David G. Thomas
1328 N. Cleveland Street
Arlington, VA 22201 Vice President None
Bryan K.Toma
14575 S. Gallery
Olathe, KS 66062 Vice President None
Floyd A. Tucker
1930 W. Barry Ave., #2
Chicago, IL 60657 Vice President None
Tanya Valency(2) Vice President None
Mark Vandehey(1) Vice President None
Vincent Vermete ]Assistant Vice President {None} [
None
Teresa Ward(1) Vice President None
Michael J. Weigner]
{Mark Vandehey(1) Vice President None} [4905 W. San Nicholas Street]
{Brian Villec (2) Vice President None

Andrea Walsh(1) Vice President None

Suzanne Walters(1) Assistant Vice President None

Michael Weigner Vice President None
5722 Harborside Drive
Tampa, FL 33615

Donn Weise Vice President None} [Tampa, FL 33629 Vice President
None
Donn Weise]
3249 Earlmar Drive
Los Angeles, CA 90064[ 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] {Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331

Cary Wozniak Vice President None}
18808 Bravata Court
San Diego, CA 92128[ Vice President None
Gregor D. Yuska
16035 Canterbury Estates Dr.
Ellisville, MO 63021 Vice President None
Robert G. Zack(2) General Counsel & Director
Secretary
] {Gregor Yuska(2) Vice President None}
(1)6803 South Tucson Way, {Englewood,} [Centennial,] CO 80112[-3924
(2)498 Seventh Avenue]{(2)Two World Trade Center}, New York, NY {10048}
[10018]
(3)350 Linden Oaks, Rochester, NY 14623

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, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the {28th} [20th] day of {February} [December], 2002.

Oppenheimer Emerging Growth Fund

/s/ John V. Murphy
By: ________________________________
John V. Murphy, President

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/ Leon Levy* Chairman of the
------------------------------------- Board of Trustees
{February 28,} [December 20,] 2002
Leon Levy

/s/ Donald W. Spiro* Vice Chairman and
------------------------------------- Trustee
{February 28,} [December 20,] 2002
Donald W. Spiro

/s/ Robert G. Galli* Trustee
{February 28,} [December 20,] 2002

-------------------------------------
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee
{February 28} [December 20], 2002

------------------------------------
Phillip A. Griffiths

/s/ Benjamin Lipstein* Trustee {February
28,} [December 20,] 2002

-------------------------------------
Benjamin Lipstein

[/s/ Joel W. Motley * Trustee December 20, 2002
------------------------------
Joel W. Motley]

/s/ John V. Murphy * President,
------------------------------------- Principal Executive
John V. Murphy Officer, Trustee {February 28,}
[December 20,] 2002

/s/ Elizabeth B. Moynihan*
------------------------------------- Trustee
{February 28,} [December 20,] 2002
Elizabeth B. Moynihan

/s/ Kenneth A. Randall
------------------------------------ Trustee
{February 28,} [December 20,] 2002
Kenneth A. Randall

/s/ Edward V. Regan*
------------------------------------- Trustee
{February 28,} [December 20,] 2002
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee
{February 28} [December 20], 2002
-------------------------------------
Russell S. Reynolds, Jr.

/s/ Brian W. Wixted* Treasurer &
{February 28} [December 20], 2002
------------------------------------- Principal Accounting
Brian W. Wixted Officer

/s/ Clayton K. Yeutter* Trustee {February
28,} [December 20,] 2002

-------------------------------------
Clayton K. Yeutter

* By: /s/ Robert G. Zack
Robert G. Zack, Attorney-In-Fact

{OPPENHEIMER EMERGING GROWTH FUND

Initial} Registration Statement [No. 2]

EXHIBIT INDEX

Exhibit No. Description

23{(i) Opinion and}[(j) Independent Auditor‘s] Consent {of Counsel}[.]

OPPENHEIMER EMERGING GROWTH FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. - Exhibits

(b) By-Laws: Previously filed with the initial Registration Statement of
Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) on August 21, 2000 and
incorporated herein by reference.

(g) (i) {Form of Custody Agreement} [Amendment dated December 6, 2002 to
the Global Custodial Services Agreement dated May 3, 2001 between Registrant
and Citibank, N.A.]: Previously filed with the {initial} [Initial]
Registration Statement of Oppenheimer {Emerging Growth} [Total Return Bond]
Fund (Reg. No. 333-{44176) on August 21, 2000} [101878), 12/16/02,] and
incorporated herein by reference.

(ii) {Amended and Restated Foreign Custody Manager Agreement dated
4/3/01} [Amendment dated August 28, 2002 to the Global Custodial Services
Agreement dated May 3, 2001 between Registrant and Citibank, N.A.]:
Previously filed with Post-Effective Amendment No. {34} [29] to the
Registration Statement of Oppenheimer {Gold & Special Minerals} [Discovery]
Fund (Reg. No. {2-82590), 10/25/01} [33-371), 11/22/02], and incorporated
herein by reference.

{(iii) Amendment dated 4/3/01 to Custody Agreement dated 11/12/92}[(ii)
Global Custodial Services Agreement dated May 3, 2001 between Registrant and
Citibank, N.A.]: Previously filed with Post-Effective Amendment No. {34} [33]
to the Registration Statement of {Oppenheimer Gold & Special Minerals Fund}
[Centennial Money Market Trust] (Reg. No. 2-{82590)} [65245)], 10/25/01, and
incorporated herein by reference.

(h) Not applicable.

Opinion and Consent of Counsel: Previously filed with Registrant‘s
Pre-Effective Amendment No. 3 (10/31/00) and incorporated herein by reference.

Independent Auditors‘ Consent: Filed herewith.

Not applicable.

(l) Investment Letter from OppenheimerFunds, Inc. to Registrant: Previously
filed with Registrant‘s Pre-Effective Amendment No. 2 (10/24/00) and
incorporated herein by reference.

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

None.

Item 25. - Indemnification
--------------------------

Item 26. - Business and Other Connections of the Investment Adviser
-------------------------------------------------------------------

Edward } Amberger,
Assistant Vice President[ None
Erik Anderson,] {None.

}Bruce [L.] Bartlett,
Senior Vice President {An officer and/or portfolio manager of certain
Oppenheimer funds.

}[ None
Jeff Baumgartner,
Assistant Vice President None
]Connie Bechtolt,
Assistant Vice President {None.

}[ Vice President of OppenheimerFunds Distributor,
Inc.
Erik S. Berg,
Assistant Vice President None
]Rajeev Bhaman,
Vice President[ ]None[
]{.

}Mark Binning[,]
Assistant Vice President[ ]None[
]{.

}Robert J. Bishop,
Vice President[ None
] {Vice President of Mutual Fund Accounting (since May 1996); an officer of
other Oppenheimer funds.

}John R. Blomfield,
Vice President[ ]None[
]{.

}Michael A. Carbuto,
Vice President[ None
Ronald G. Chibnik,] {An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of Centennial Asset Management Corporation.

John Cardillo,}
Assistant Vice President[ Director of technology for Sapient Corporation
(July, 2000-August 2001); software architect for Sapient Corporation (March
1997-July 2000).
] {None.

Elisa Chrysanthis
Assistant Vice President None.

}H.C. Digby Clements,
Vice President: Rochester Division {None.

John Davis}
Assistant Vice President[ Assistant Vice President of OppenheimerFunds
Distributor, Inc.
] {EAB Financial (April 1998-February 1999).

}Robert A. Densen,
Senior Vice President {None.} [
None
Ruggero de‘Rossi,]
{Ruggero de‘Rossi
Vice President Formerly, Chief Strategist at ING Barings (July
1998 March 2000).

Sheri Devereux,
Vice President None.

Max Dietshe
Vice President Deloitte & Touche LLP (1989-1999).

Craig P. Dinsell
Executive Vice President None.

John Doney,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

}Edward N. Everett,
{Assistant} Vice President[ ]None[
]{.

}George Fahey,
Vice President[ Vice President of OppenheimerFunds Distributor,
Inc.
Scott T.] {None.

Leslie A. Falconio,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds (since 6/99).

Scott } Farrar,
Vice President[ Vice President of OFI Private Investments, Inc.
] {Assistant Treasurer of Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds.

David Foxhoven,
Assistant Vice President Formerly Manager, Banking Operations Department
(July 1996 - November 1998).

Crystal French
Vice President None.

Dan Gangemi,
Vice President None.

Erin Gardiner,
Assistant Vice President None.

Subrata Ghose
Assistant Vice President Formerly, Equity Analyst at Fidelity Investments
(1995 March 2000).

Charles Gilbert,
Assistant Vice President None.

Alan Gilston,
Vice President None.

Jill Glazerman,
Vice President None.

Mikhail Goldverg
Assistant Vice President None.

Robert Grill,
Senior Vice President None.

Robert Guy
Senior Vice President None.

Robert Haley
Assistant Vice President None.

Thomas B. Hayes,
Vice President None.

Dorothy Hirshman,
Assistant Vice President None

Merryl Hoffman,
Vice President and
Senior Counsel None

Merrell Hora,
Assistant Vice President None.

Scott T. Huebl,
Vice President None.

James Hyland,
Assistant Vice President Formerly Manager of Customer Research for Prudential
Investments (February 1998 - July 1999).

David Hyun,
Vice President Formerly portfolio manager, technology analyst and research
associate at Fred Alger Management, Inc. (August 1993 June 2000).

Steve Ilnitzki,
Senior Vice President Formerly Vice President of Product Management at
Ameritrade (until March 2000).

Kathleen T. Ives,
Vice President None.

William Jaume,
Vice President Senior Vice President (since April 2000) of HarbourView Asset
Management Corporation.

Frank Jennings,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Andrew Jordan,
Assistant Vice President None.

Deborah Kaback
Vice President and
Senior Counsel Senior Vice President and Deputy General Counsel of
Oppenheimer Capital (April 1989-November 1999).

Lewis Kamman
Vice President Senior Consultant for Bell Atlantic Network Integration, Inc.
(June 1997-December 1998).

Jennifer Kane
Assistant Vice President None.

Lynn Oberist Keeshan
Senior Vice President Formerly (until March 1999) (Vice President, Business
Development and Treasury at Liz Claiborne, Inc.

Thomas W. Keffer,
Senior Vice President None.

Erica Klein,
Assistant Vice President None.

Walter Konops,
Assistant Vice President None.

Avram Kornberg,
Senior Vice President None.

Jimmy Kourkoulakos,
Assistant Vice President. None.

John Kowalik,
Senior Vice President An officer and/or portfolio manager for certain
OppenheimerFunds.

Joseph Krist,
Assistant Vice President None.

Michael Levine,
Vice President None.

Shanquan Li,
Vice President None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.

Malissa Lischin
Assistant Vice President Formerly Associate Manager, Investment Management
Analyst at Prudential (1996 March 2000).

David Mabry,
Vice President None.

Steve Macchia,
Vice President None.

Philip T. Masterson,
Vice President None.

Loretta McCarthy,
Executive Vice President None.

Lisa Migan,
Assistant Vice President None.

Andrew J. Mika
Senior Vice President Formerly a Second Vice President for Guardian
Investments (June 1990 October 1999).

Joy Milan
Assistant Vice President None.

Denis R. Molleur,
Vice President and
Senior Counsel None.

Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager of certain
Oppenheimer funds.

Margaret Mudd
Assistant Vice President Formerly Vice President Syndications of Sanwa Bank
California (January 1998 September 1999).

John Murphy,
President and Chief
Operating Officer President of MassMutual Institutional Funds and the MML
Series Funds

Kenneth Nadler,
Vice President None.

David Negri,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Ray Olson,
Assistant Vice President None.

Gina M. Palmieri,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds (since June 1999).

Robert E. Patterson,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Frank Pavlak,
Vice President Formerly. Branch Chief of Investment Company Examinations at
U.S. Securities and Exchange Commission (January 1981 - December 1998).

James Phillips
Assistant Vice President None.

David Pellegrino
Vice President None.

Jane Putnam,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Michael Quinn,
Assistant Vice President None.

Julie Radtke,
Vice President None.

Thomas Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset
Management Corporation; an officer and/or portfolio manager of certain
Oppenheimer funds.

John Reinhardt,}
Vice President: Rochester Division[
None
Arthur P. Steinmetz] {None

Jeffrey Rosen,
Vice President None.

Marci Rossell,
Vice President and Corporate Economist Economist with Federal Reserve Bank of
Dallas (April 1996 March 1999).

Andrew Ruotolo
Executive Vice President President and director of Shareholder Services,
Inc.; formerly Chief Operations Officer for American International Group
(August 1997-September 1999).

Rohit Sah,} [Vice President None
Deborah A. Sullivan,]
Assistant Vice President {None.}[,]
{Valerie Sanders,
Vice President None.

Ellen Schoenfeld,
Vice President None.

Allan Sedmak
Assistant Vice President None.

Jennifer Sexton,
Vice President None.

Martha Shapiro,
Assistant Vice President None.

Connie Song,
Assistant Vice President None.

Richard Soper,
Vice President None.

Keith Spencer,
Vice President None.

Cathleen Stahl,
Vice President Assistant Vice President & Manager of Women & Investing Program

Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds.

Jayne Stevlingson,
Vice President None.

Gregg Stitt,}
Assistant Vice President {None.} [
None
James F. Turner,]
{John Stoma,
Senior Vice President None.

Anthony A. Tanner,
Vice President: Rochester Division None.

Paul Temple,
Vice President Formerly (until May 2000) Director of Product Development at
Prudential.

Angela Uttaro,}
Assistant Vice President[ ] {None.

Mark Vandehey,
Vice President None.

Maureen VanNorstrand,
}Assistant Vice President [of OppenheimerFunds Distributor, Inc.
Phillip F.] {None.

Annette Von Brandis,
Assistant Vice President None.

Jerry } Webman,
Senior Vice President[ ] {Senior Investment Officer, Director of Fixed
Income.

Barry Weiss,
Assistant Vice President Fitch IBCA (1996 January 2000)

Christine Wells,
Vice President None.

Joseph Welsh,
Assistant Vice President None.

Susan Zimmerman,
Vice President None.}

The Oppenheimer Funds include the {New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:} [following:]

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

Item 27. Principal Underwriter
------------------------------

(b) The directors and officers of the Registrant‘s principal underwriter
are:

Name & Principal
{Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant

Jason Bach Vice President None
31 Raquel Drive
Marietta, GA 30064

William Beardsley (2) Vice President None

Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093

Susan Burton(2) Vice President None

Jeff Damia(2) Vice President None

Stephen Demetrovits(2) Vice President None

Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55419

Michael Dickson Vice President None
21 Trinity Avenue
Glastonburg, CT 06033

}Katherine P. Feld(2)[ ]Vice President[ Assistant] {and None
Corporate} Secretary[
]Mark {Ferro} [J. Ferro(2) ]Vice President[ None
] {None
43 Market Street
Breezy Point, NY 11697

}Ronald H. Fielding(3)[ Vice President None
Patrick W. Flynn (1) ] {Vice President None

John ("J") Fortuna(2) Vice President None

Ronald R. Foster} Senior Vice President[ None
John E. Forrest(2) Senior Vice President None
John ("J) Fortuna(2) Vice President None
P. Lyman Foster(2) Senior Vice President None
Luiggino J. Galleto] {None
11339 Avant Lane
Cincinnati, OH 45249

Victoria Friece(1) Assistant Vice President None

L. Daniel Garrity Vice President None
27 Covington Road
Avondale Estates, GA 30002

Edward Hrybenko (2) Vice President None

Richard L. Hymes(2) Assistant Vice President None

Byron Ingram(1) Assistant Vice President None

Kathleen T. Ives(1) Vice President None

Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011

Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116

Michael Magee(2) Vice President None

Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657

Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931

John Nesnay Vice President None
9511 S. Hackberry Street
Highlands Ranch, CO 80126

Kevin Neznek(2) Vice President None

Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Ruxandra Risko(2) Vice President None

David Robertson(2) }Senior Vice President{, None
Director of Variable
Accounts

Kenneth Rosenson Vice President None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265

James Ruff(2) President & Director None

William Rylander (2) Vice President None

Peter Sullivan Vice President None
21445 S. E 35th Street
Issaquah, WA 98029

David G. Thomas Vice President None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201

Andrea Walsh(1) Vice President None

Suzanne Walters(1) Assistant Vice President None

Michael Weigner Vice President None
5722 Harborside Drive
Tampa, FL 33615

Item 28. Location of Accounts and Records

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Oppenheimer Emerging Growth Fund

/s/ John V. Murphy
By: ________________________________
John V. Murphy, President

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