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

                                       UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, DC 20549

                                         FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]

Pre-Effective Amendment No. __                                           [   ]


Post-Effective Amendment No. 4                                             [X]


                                           and/or

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


Amendment No. 4


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

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

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

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


It is proposed that this filing will become effective (check appropriate box):
      [   ] immediately upon filing pursuant to paragraph (b)
      [   ] on _______ pursuant to paragraph (b)
      [X]   60 days after filing pursuant to paragraph (a)(1)
      [   ] on _______________ pursuant to paragraph (a)(1)
      [   ] 75 days after filing pursuant to paragraph (a)(2)
      [   ] on _______________ pursuant to paragraph (a)(2) of Rule 485.


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

Oppenheimer
Emerging Growth Fund




Prospectus dated February   , 2005



                                          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.



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4

CONTENTS

                    ABOUT THE FUND

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


                    ABOUT YOUR ACCOUNT

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

                    Special Investor Services
                    AccountLink
                    PhoneLink
                    OppenheimerFunds Internet Website
                    Retirement Plans

                    How to Sell Shares
                    By Mail
                    By Telephone

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









ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks 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 that have a market
capitalization under $2.5 billion. 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.

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

The Fund's Past Performance


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


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

            Annual Total Returns (Class A) (as of 12/31 each year)
  [See appendix to prospectus for data in bar chart showing the annual total
                                   return]

Sales  charges  and taxes are not  included in the  calculations  of return in
this bar chart, and if those charges and taxes were included,  the returns may
be less than those shown.

For the period from ________  through  _________,  the cumulative  return (not
annualized) before taxes for Class A shares was   %.
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).


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

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

 ------------------------------------------------------------------------------
 Class A Shares (inception

 11/01/00)                                %                       %
 Return Before Taxes                      %                       %
 Return After Taxes on
 Distributions                            %                       %
 Return After Taxes on
 Distributions and Sale of
 Fund Shares

 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Russell 2000 Index1 (reflects

 no deduction for fees,                   %                       %
 expenses or taxes)

 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Russell 2000 Growth Index1

 (reflects no deduction for               %                       %
 fees, expenses or taxes)

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

 Class B Shares (inception                %                       %

 11/01/00)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Class C shares (inception                %                       %

 11/01/00)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Class N shares (inception                %                       %

 3/1/01)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Class Y Shares (inception                %                       %

 11/01/00)
 ------------------------------------------------------------------------------
1.    From 10/31/00.


The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charge of 5% (1-year) and 2% (life of class); and
for Class C and Class N, the 1% contingent deferred sales charge for the
1-year period.  There is no sales charge for Class Y. The returns measure the
performance of a hypothetical account and assume that all dividends and
capital gains distributions have been reinvested in additional shares. The
performance of the Fund's Class A shares is compared to the Russell 2000
Index and Russell 2000 Growth Index, unmanaged indices of small cap issuers
and small cap issuers with above-average growth characteristics,
respectively. The Index performance includes reinvestment of income but does
not reflect transaction costs, fees, expenses or taxes. The Fund's
investments may vary from those in the indices.


Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly.  Shareholders pay
other transaction expenses directly, such as sales charges. The numbers below
are based on the Fund's expenses during its fiscal year ended October 31,
2004.

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    5.75%     None     None      None      None
purchases (as % of offering
price)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as % of the lower of
the original offering price or    None1     5%2       1%3       1%4      None
redemption proceeds)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Redemption Fee (as a
percentage or total redemption    2.00%    2.00%     2.00%     2.00%    2.00%
proceeds)5
--------------------------------------------------------------------------------

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                               Class A  Class B   Class C    Class N    Class
                                                               Shares   Y
                                Shares   Shares     Shares              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees                 1.00%     1.00%     1.00%      1.00%     1.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service     0.24%     1.00%     1.00%      0.50%     None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses                  0.53%     0.83%     0.65%      0.64%     0.15%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating          1.77%     2.83%     2.65%      2.14%     1.15%
Expenses
--------------------------------------------------------------------------------

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


1.    A contingent deferred sales charge may apply to redemptions of
   investments of $1 million or more ($500,000 for certain retirement plan
   accounts) of Class A shares. See "How to Buy Shares" for details.
2.    Applies to redemptions in first year after purchase. The contingent
   deferred sales charge gradually declines from 5% to 1% in years one
   through six and is eliminated after that.
3.    Applies to shares redeemed within 12 months of purchase.
4.    Applies to shares redeemed within 18 months of a retirement plan's
   first purchase of Class N shares.
5.    The redemption fee applies to the proceeds of Fund shares that are
   redeemed (either by selling or exchanging to another Oppenheimer fund)
   within 30 days of their purchase. See "How to Sell Shares" for more
   information on when the redemption fee will apply.

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

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







--------------------------------------------------------------------------------
If shares are redeemed:     1 Year        3 Years       5 Years      10 Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares                $              $             $            $
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class B Shares                $              $             $            $1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class C Shares                $              $             $            $
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class N Shares                $              $             $            $
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class Y Shares                $              $             $            $
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
If shares are not           1 Year        3 Years       5 Years      10 Years
redeemed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares                $              $             $            $
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class B Shares                $              $             $            $1

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

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The allocation of the
Fund's portfolio among different investments will vary over time based upon
the Manager's evaluation of economic and market trends. The Fund's portfolio
might not always include all of the different types of investments described
in this Prospectus. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.
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 active and frequent short-term
      trading while trying to achieve its objective.  It may have a
      portfolio turnover rate in excess of 100% annually. Increased portfolio
      turnover creates higher brokerage and transaction costs for the Fund
      (and may reduce performance). If the Fund realizes capital gains when
      it sells its portfolio investments, it must generally pay those gains
      out to shareholders, increasing their taxable distributions. The
      Financial Highlights table at the end on this Prospectus shows the
      Fund's portfolio turnover rates during past fiscal years.


Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund 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 applicable securities laws before they
      may be sold publicly. The Fund will not invest more than 10% of its net
      assets in illiquid or restricted securities. The Board can increase
      that limit to 15%.  Certain restricted securities that are eligible for
      resale to qualified institutional purchasers may not be subject to that
      limit.  The Manager monitors holdings of illiquid securities on an
      ongoing basis to determine whether to sell any holdings to maintain
      adequate liquidity.
Derivative Investments. The Fund can invest in a number of different kinds of
       "derivative" investments. In general terms, a derivative investment is

      an investment contract whose value depends on (or is derived from) the
      value of an underlying asset, interest rate or index. In the broadest
      sense, options, futures contracts, and other hedging instruments the
      Fund might use may be considered "derivative" investments. Derivatives
      may increase the volatility of the Fund's share prices or cause
      investment losses.


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

      Some of these strategies could be used to hedge the Fund's portfolio
      against price fluctuations. Other hedging strategies, such as buying
      futures and call options, could tend to increase the Fund's exposure to
      the securities market.

      There are also special risks, in particular hedging strategies. Options
      trading involves the payment of premiums, can increase portfolio
      turnover, and can have special tax effects on the fund. If the Manager
      used a hedging instrument at the wrong time or judged market conditions
      incorrectly, the strategy could reduce the Fund's return.

Temporary Defensive and Interim Investments. In times of unstable adverse
      market or economic conditions, the Fund can invest up to 100% of its
      assets in temporary defensive investments that are inconsistent with
      the Fund's principal investment strategies. Generally they would be
      cash equivalents (such as commercial paper), money market instruments,
      short-term debt securities, U.S. Government securities, or repurchase
      agreements ("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.

PORTFOLIO  HOLDINGS.  The Fund's portfolio  holdings are included in semi-annual
and annual reports that are  distributed to  shareholders  of the Fund within 60
days after the close of the period for which such report is being made. The Fund
also makes  disclosures  of the  portfolio  securities  holdings in Statement of
Investments  under Form N-Q,  filed with the SEC no later than 60 days after the
close of the first and third fiscal quarters. These additional quarterly filings
are publicly available at the SEC. Therefore, portfolio holdings of the Fund are
made  publicly  available  no later  than 60 days  after the close of the Fund's
fiscal quarter.

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


How the Fund Is Managed

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


      The Manager has been an investment advisor since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $155 billion in
assets as of December 31, 2004, including other Oppenheimer funds with more
than 7 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.


Portfolio  Manager.  The portfolio  manager of the Fund is Laura Granger.  She
      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.


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 $200 million of average net assets;
      0.95% of the next $200 million; 0.90% of the next $200 million; and
      0.85% of average annual net assets over $600 million. The management
      fee for the fiscal year ended October 31, 2004 was ___% of average
      annual net assets for each class of shares.

PENDING  LITIGATION.  Six law suits have been filed as putative derivative and
class actions against the Fund's investment Manager,  Distributor and Transfer
Agent,  some of the  Oppenheimer  funds  including  the Fund and  Directors or
Trustees  of some of those  funds.  The  complaints  allege  that the  Manager
charged  excessive  fees for  distribution  and other costs,  improperly  used
assets of the funds in the form of directed  brokerage  commissions  and 12b-1
fees to pay  brokers  to promote  sales of  Oppenheimer  funds,  and failed to
properly  disclose the use of fund assets to make those  payments in violation
of the  Investment  Company Act and the  Investment  Advisers Act of 1940. The
complaints  further allege that by permitting  and/or  participating  in those
actions,  the defendant  Directors or Trustees breached their fiduciary duties
to fund  shareholders  under the  Investment  Company  Act and at common  law.
Those law suits were filed on August 31, 2004,  September  3, 2004,  September
14, 2004,  September  14, 2004,  September  21, 2004 and  September  22, 2004,
respectively,  in the U. S.  District  Court for the Southern  District of New
York. The  complaints  seek  unspecified  compensatory  and punitive  damages,
rescission of the funds' investment advisory agreements,  an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

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


ABOUT YOUR ACCOUNT

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
      broker or financial institution that has a sales agreement with the
      Distributor. Your dealer will place your order with the Distributor on
      your behalf. A broker or dealer may charge for that service.
Buying Shares Through the Distributor. Complete an OppenheimerFunds new
      account application and return it with a check payable to
      "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
      Colorado 80217. If you do not list a dealer on the application, the
      Distributor will act as your agent in buying the shares. However, we
      recommend that you discuss your investment with a financial advisor
      before you make a purchase to be sure that the Fund is appropriate for
      you.

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

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


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

o     If you establish one of the many types of retirement plan accounts that
      OppenheimerFunds offers, more fully described below under "Special
      Investor Services," you can start your account with as little as $500.
o     By using an Asset Builder Plan or Automatic Exchange Plan (details are
      in the Statement of Additional Information), or government allotment
      plan, you can make subsequent investments (after making the initial
      investment of $500) for as little as $50. For any type of account
      established under one of these plans prior to November 1, 2002, the
      minimum additional investment will remain $25.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of them
      appears in the Statement of Additional Information, or you can ask your
      dealer or call the Transfer Agent), or reinvesting distributions from
      unit investment trusts that have made arrangements with the Distributor.

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

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


      The net asset value per share for a class of shares on a "regular
      business day" is determined by dividing the value of the Fund's net
      assets attributable to that class by the number of shares of that class
      outstanding on that day. To determine net asset values, the Fund assets
      are valued primarily on the basis of current market quotations.  If
      market quotations are not readily available or do not accurately
      reflect fair value for a security (in the Manager's judgment) or if a
      security's value has been materially affected by events occurring after
      the close of the exchange or market on which the security is
      principally traded, that security may be valued by another method that
      the Board of Trustees believes accurately reflects the fair value.

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

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

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


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


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

------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject
to different expenses and will likely have different share prices. When you
buy shares, be sure to specify the class of shares. If you do not choose a
class, your investment will be made in Class A shares.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
      (on investments up to $1 million for regular accounts or lesser amounts
      for certain retirement plans). The amount of that sales charge will
      vary depending on the amount you invest. The sales charge rates are
      listed in "How Can You Buy Class A Shares?" below.
------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 6 years of buying them, you will
      normally pay a contingent deferred sales charge. That contingent
      deferred sales charge varies depending on how long you own your shares,
      as described in "How Can You Buy Class B Shares?" below.
------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 12 months of buying them, you will
      normally pay a contingent deferred sales charge of 1.0%, as described
      in "How Can You Buy Class C Shares?" below.
------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain
      retirement plans), you pay no sales charge at the time of purchase, but
      you will pay an annual asset-based sales charge. If you sell your
      shares within 18 months of the retirement plan's first purchase of
      Class N shares, you may pay a contingent deferred sales charge of 1.0%,
      as described in "How Can You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional
      investors that have a special agreement with the Distributor.

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

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

How Long Do You Expect to Hold Your Investment? While future financial needs
      cannot be predicted with certainty, knowing how long you expect to hold
      your investment will assist you in selecting the appropriate class of
      shares. Because of the effect of class-based expenses, your choice will
      also depend on how much you plan to invest. For example, the reduced
      sales charges available for larger purchases of Class A shares may,
      over time, offset the effect of paying an initial sales charge on your
      investment, compared to the effect over time of higher class-based
      expenses on shares of Class B, Class C or Class N. For retirement plans
      that qualify to purchase Class N shares, Class N shares will generally
      be more advantageous than Class B and Class C shares.
   o  Investing for the Shorter Term. While the Fund is meant to be a
      long-term investment, if you have a relatively short-term investment
      horizon (that is, you plan to hold your shares for not more than six
      years), you should most likely invest in Class A or Class C shares
      rather than Class B shares. That is because of the effect of the Class
      B contingent deferred sales charge if you redeem within six years, as
      well as the effect of the Class B asset-based sales charge on the
      investment return for that class in the short-term. Class C shares
      might be the appropriate choice (especially for investments of less
      than $100,000), because there is no initial sales charge on Class C
      shares, and the contingent deferred sales charge does not apply to
      amounts you sell after holding them one year.

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


      If you invest $1 million or more, in most cases Class A shares will be
      the most advantageous choice, no matter how long you intend to hold
      your shares. For that reason, the Distributor normally will not accept
      purchase orders of $100,000 or more of Class B shares or $1 million or
      more of Class C shares from a single investor. Dealers or other
      financial intermediaries purchasing shares for their customers in
      omnibus accounts are responsible for compliance with those limits.
      o     Investing  for the Longer  Term.  If you are  investing  less than
      $100,000 for the  longer-term,  for example for  retirement,  and do not
      expect to need  access to your  money for seven  years or more,  Class B
      shares may be appropriate.


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

      Additionally, the dividends payable to Class B, Class C and Class N
      shareholders will be reduced by the additional expenses borne by those
      classes that are not borne by Class A or Class Y shares, such as the
      Class B, Class C and Class N asset-based sales charge described below
      and in the Statement of Additional Information

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

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

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

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


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

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

o     Right of Accumulation. To reduce the Class A front-end sales charge
         under the rates in the table above that apply to larger
         purchases, you can add to the amount of your current purchase
         the value of investments currently being made by you and your
         spouse (or previously made by you and your spouse and still
         held) in Class A and Class B shares of the Fund and other
         Oppenheimer funds (a list is in the Statement of Additional
         Information under "How to Buy Shares - The Oppenheimer
         Funds"). You may not include Class A shares of Oppenheimer
         Money Market Fund, Inc. or Oppenheimer Cash Reserves on which
         you did not pay a sales charge for this purpose. In totaling
         your holdings, you may count shares held in your individual
         accounts (including IRAs and 403(b) plans), your joint
         accounts with your spouse, or accounts you or your spouse hold
         as trustees or custodians on behalf of your children who are
         minors. A fiduciary can count all shares purchased for a
         trust, estate or other fiduciary account (including employee
         benefit plans for the same employer) that has multiple
         accounts. To qualify for this Right of Accumulation, if you
         are buying shares directly from the Fund you must inform the
         Fund's Distributor of your eligibility and holdings at the
         time of your purchase. If you are buying shares through your
         financial intermediary you must notify your intermediary of
         your eligibility for this Right of Accumulation at the time of
         your purchase.

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

o     Letters of Intent. You may also reduce the Class A front-end sales
         charge on current purchases of shares of the Fund under the
         rates in the table above by submitting a Letter of Intent to
         the Distributor. A Letter of Intent is a written statement of
         your intention to purchase Class A and/or Class B shares of
         the Fund (and other Oppenheimer funds except Class A shares of
         Oppenheimer Money Market Fund and Oppenheimer Cash Reserves)
         over a 13-month period. The total amount of your intended
         purchases of Class A and Class B shares will determine the
         reduced sales charge rate that will apply to Class A shares of
         the Fund purchased during that period. You can include
         purchases made up to 90 days before the date of the Letter.
         Submitting a Letter of Intent does not obligate you to
         purchase the specified amount of shares.  You can also apply
         the Right of Accumulation to these purchases.

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

Other Special Sales Charge Arrangements and Waivers.  The Fund and the
Distributor offer other opportunities to purchase shares without
front-end or contingent deferred sales charges under the programs
described below. The Fund reserves the right to amend or discontinue
these programs at any time without prior notice.
o     Dividend Reinvestment.  Dividends and/or capital gains distributions
         received by a shareholder from the Fund may be reinvested in
         shares of the Fund or any of the other Oppenheimer funds
         without a sales charge, at the net asset value per share in
         effect on the payable date. You must notify the Transfer Agent
         in writing to elect this option and must have an existing
         account in the fund selected for reinvestment.
o     Exchanges of Shares.  Shares of the Fund may be exchanged for shares of
         certain other Oppenheimer funds at net asset value per share
         at the time of exchange, without sales charge, and shares of
         the Fund can be purchased by exchange of shares of certain
         other Oppenheimer funds on the same basis. Please refer to
         "How to Exchange Shares" in this Prospectus and in the
         Statement of Additional Information for more details,
         including a discussion of circumstances in which sales charges
         may apply on exchanges.
o     Reinvestment Privilege.  Within six months of a redemption of certain
         Class A and Class B shares, the proceeds may be reinvested in
         Class A shares of the Fund without sales charge. This
         privilege applies to redemptions of Class A shares that were
         subject to an initial sales charge or Class A or Class B
         shares that were subject to a contingent deferred sales charge
         when redeemed. The investor must ask the Transfer Agent for
         that privilege at the time of reinvestment and must identify
         the account from which the redemption was made.
o     Other Special Reductions and Waivers. The Fund and the Distributor
         offer additional arrangements to reduce or eliminate front-end
         sales charges or to waive contingent deferred sales charges
         for certain types of transactions and for certain classes of
         investors (primarily retirement plans that purchase shares in
         special programs through the Distributor). These are described
         in greater detail in Appendix B to the Statement of Additional
         Information, which is also available on the OppenheimerFunds
         website, at www.oppenheimerfunds.com (under the hyperlinks
         "Access Accounts and Services - Investor Service Center"). To
         receive a waiver or special sales charge rate under these
         programs, the purchaser must notify the Distributor (or other
         financial intermediary through which shares are being
         purchased) at the time of purchase or notify the Transfer
         Agent with at the time of redeeming shares for those waivers
         that apply to contingent deferred sales charges.
o     Purchases by Certain Retirement Plans. There is no initial sales charge
         on purchases of Class A shares of the Fund by (1) retirement
         plans that have $10 million or more in plan assets and that
         have entered into a special agreement with the Distributor and
         by (2) retirement plans that are part of a retirement plan
         product or platform offered by banks, broker-dealers,
         financial advisors, insurance companies or record-keepers that
         have entered into a special agreement with the Distributor for
         this purpose. The Distributor currently pays dealers of record
         concessions in an amount equal to 0.25% of the purchase price
         of Class A shares by those retirement plans from its own
         resources at the time of sale, subject to certain exceptions
         described in "Retirement Plans" in the Statement of Additional
         Information. No contingent deferred sales charge is charged
         upon the redemption of such shares.

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

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


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

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

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

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

-------------------------------------------------------------------------------
Years Since Beginning of Month in       Contingent Deferred Sales Charge on
Which Purchase Order was Accepted       Redemptions in That Year (As % of
                                        Amount Subject to Charge)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
0 - 1                                   5.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 - 2                                   4.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 - 3                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3 - 4                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4 - 5                                   2.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5 - 6                                   1.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
More than 6                             None
-------------------------------------------------------------------------------
In the table,  a "year" is a  12-month  period.  In  applying  the  contingent
deferred  sales charge,  all purchases are considered to have been made on the
first regular business day of the month in which the purchase was made.

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

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

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

      Class N shares are sold at net asset value without an initial sales
charge. A contingent deferred sales charge of 1.0% will be imposed upon the
redemption of Class N shares, if:
o     The group retirement plan is terminated or Class N shares of all
      Oppenheimer funds are terminated as an investment option of the plan
      and Class N shares are redeemed within 18 months after the plan's first
      purchase of Class N shares of any Oppenheimer fund, or
o     With respect to an IRA or 403(b) plan, Class N shares are redeemed
      within 18 months of the plan's first purchase of Class N shares of any
      Oppenheimer fund.

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


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


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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

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

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


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


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

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

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

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


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

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

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


Special Investor Services

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

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

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

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

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

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

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

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

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

How to Sell Shares


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

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


The redemption fee is not imposed on shares:

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


Certain Requests Require a Signature Guarantee. To protect you and the Fund
      from fraud, the following redemption requests must be in writing and
      must include a signature guarantee (although there may be other
      situations that also require a signature guarantee):
   o  You wish to redeem more than $100,000 and receive a check
   o  The redemption check is not payable to all shareholders listed on the
      account statement
   o  The redemption check is not sent to the address of record on your
      account statement
   o  Shares are being transferred to a Fund account with a different owner
      or name
   o  Shares are being redeemed by someone (such as an Executor) other than
      the owners.
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept
      a guarantee of your signature by a number of financial institutions,
      including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.
      If you are signing on behalf of a corporation, partnership or other
      business or as a fiduciary, you must also include your title in the
      signature.

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


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



HOW DO you SELL SHARES BY MAIL? Write a letter of instruction that includes:
   o  Your name
   o  The Fund's name
   o  Your Fund account number (from your account statement)
   o  The dollar amount or number of shares to be redeemed
   o  Any special payment instructions
   o  Any share certificates for the shares you are selling
   o  The signatures of all registered owners exactly as the account is
      registered, and
   o  Any special documents requested by the Transfer Agent to assure proper
      authorization of the person asking to sell the shares.

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the Exchange that day, which
is normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds-sponsored qualified retirement plan
account or under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.

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

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

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

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



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

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

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

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

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

How to Exchange Shares

To exchange shares, you must meet several conditions:
   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
   o  The prospectuses of both funds must offer the exchange privilege.
   o  You must hold the shares you buy when you establish your account for at
      least seven days before you can exchange them. After the account is
      open seven days, you can exchange shares every regular business day.
   o  You must meet the minimum purchase requirements for the fund whose
      shares you purchase by exchange.
   o  Before exchanging into a fund, you must obtain and read its prospectus.
      Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you can
exchange Class A shares of this Fund only for Class A shares of another fund.
In some cases, sales charges may be imposed on exchange transactions. For tax
purposes, exchanges of shares involve a sale of the shares of the fund you
own and a purchase of the shares of the other fund, which may result in a
capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.

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

HOW DO you SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or
by telephone:
Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
      signed by all owners of the account. Send it to the Transfer Agent at
      the address on the back cover. Exchanges of shares held under
      certificates cannot be processed unless the Transfer Agent receives the
      certificates with the request.

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

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

   o  The interests of the Fund's shareholders and the Fund's ability to
      manage its investments may be adversely affected when its shares are
      repeatedly exchanged over the short term.  When large dollar amounts
      are involved, the Fund's implementation of its investment strategies
      may be negatively affected or the Fund might have to raise or retain
      more cash than the portfolio manager would normally retain, to meet
      unanticipated redemptions.  Frequent exchange activity also may force
      the Fund to sell portfolio securities at disadvantageous times to raise
      the cash needed to meet those exchange requests.  These factors might
      hurt the Fund's performance.
    o The Board of Trustees has adopted a policy that beginning on or about
      ________, 2005, would allow shareholders to exchange (either their full
      or partial account balance) from one fund account to another fund
      account once in any 30-day calendar period.   When shares are exchanged
      into an account, that account would be "blocked" from allowing further
      exchanges for a period of 30 calendar days from the date of the
      exchange.  This block will apply to the full account balance and not
      just to the value of the amount exchanged into that account.  For
      example, if a shareholder exchanged $1,000 from one fund into an
      account in another fund where the shareholder already owned shares
      worth $10,000, then following the exchange the full $11,000 in the
      account that the shares exchanged into would be blocked from exchange
      for a period of 30 calendar days.
o     A shareholder would be permitted to exchange shares from a stock or
      bond fund into a money market fund at anytime, even if the shareholder
      had exchanged shares into the stock or bond fund in the prior 30 days.
      However, all of the shares of the money market fund would then be
      blocked from further exchange for 30 calendar days from the date of the
      exchange into the money market fund.
o     Shareholders would be permitted to redeem their shares at any time
      subject to the terms of this prospectus.
o     This policy would not apply to (a) accounts held in omnibus accounts in
      the name of a broker-dealer or other financial institution, or (b)
      omnibus accounts held in the name of a retirement plan trustee or
      administrator, or (c) accounts held in the name of an insurance company
      for its separate account(s), or (d) other accounts having multiple
      underlying owners but registered in a manner such that the underlying
      beneficial owners are not identified to the transfer agent. However,
      the Transfer Agent will monitor overall purchase and redemption
      activity in those accounts to seek to identify patterns of excess
      activity that may suggest excessive purchase, redemption or exchange
      activity at the underlying owner level (for example, monitoring for
      annualized purchases and redemptions exceeding a percentage of the
      assets held in the account). The intermediary or administrator will be
      notified and asked to review account activity, and to confirm to the
      transfer agent and the fund that appropriate action has been taken to
      curtail the activity.
   o  The reinvestment of dividends or distributions from one fund into
      shares of another fund and/or the conversion of Class B shares into
      Class A shares will not be counted as an exchange for purposes of
      imposing the 30 day limit.
   o  When the Transfer Agent in its discretion believes frequent
      trading activity by any person, group or account would have a
      disruptive effect on the Fund's ability to manage its
      investments, the Fund and the Transfer Agent may reject purchase
      orders and/or exchanges into the Fund.  This is true even if the
      exchange activity has not exceeded the exchange policy outlined
      above.  The history of frequent trading activity in all accounts
      known by the Transfer Agent to be under common ownership or
      control within the OppenheimerFunds complex may be considered by
      the Transfer Agent, with respect to the review of frequent
      trading involving this Fund as part of the Transfer Agent's
      procedures to detect and deter excessive exchange activity.
   o  There is no guarantee that the limitations described above will
      be sufficient to identify or curtail excessive trading activity.
      Additionally, there is no guarantee that the Transfer Agent will
      be able to detect frequent exchange activity conducted by the
      underlying owners of shares held in omnibus accounts, and
      therefore might not be able to effectively prevent frequent
      exchange activity in those accounts.  There is no guarantee that
      the Transfer Agent's controls and procedures will be successful
      to identify investors who engage in excessive trading activity or
      to curtail that activity.
   o  The Fund permits dealers or financial intermediaries to submit exchange
      requests on behalf of their customers (unless the customer has revoked
      that authority).  The Manager, the Distributor and/or the Transfer
      Agent have agreements with a limited number of broker-dealers and
      investment advisers permitting them to submit exchange orders in bulk
      on behalf of their clients, provided that those broker-dealers or
      advisers follow the exchange policy as stated above and agree to
      certain additional restrictions on their exchange activity (which are
      more stringent than the restrictions that apply to other
      shareholders).  Those restrictions include limitations on the funds
      available for exchanges, the requirement to give advance notice of
      exchanges to the Transfer Agent, and limits on the amount of client
      assets that may be invested in a particular fund.  The Fund and its
      Transfer Agent may restrict or refuse bulk exchange requests submitted
      by a financial intermediary on behalf of a large number of accounts
      (including pursuant to the arrangements described above) if, in the
      Transfer Agent's judgment exercised in its discretion, those exchanges
      would be disruptive to either fund in the exchange transaction.
   o  Shares are redeemed from one fund and are normally purchased from the
      other fund in the same transaction on the same regular business day on
      which the Transfer Agent or its agent (such as a financial intermediary
      holding the investor's shares in an omnibus account) 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.  The
      Transfer Agent may delay the reinvestment of the proceeds of an
      exchange up to seven days if it determines in its discretion that an
      earlier transmittal of the redemption proceeds to the receiving fund
      would be detrimental to the Fund from which the exchange is made or to
      the receiving fund.
   o  The Fund may amend, suspend or terminate the exchange privilege at any
      time. The Fund may refuse any purchase and/or exchange order and is
      currently not obligated to provide notice before rejecting such an
      order. The Fund reserves the right to reject telephone or written
      exchange requests submitted in bulk by anyone on behalf of more than
      one account.
   o  If the Transfer Agent cannot exchange all the shares you request
      because of a restriction cited above, only the shares eligible for
      exchange will be exchanged.


o     The Fund assesses a 2% fee on the proceeds of Fund shares that are
      redeemed (either by selling or exchanging to another Oppenheimer fund)
      within 30 days of their purchase. Further details are set forth
      following the first paragraph under "How to Sell Shares" on page 23.

Shareholder Account Rules and Policies


More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual "Minimum Balance Fee"  is assessed on each Fund account with a
      value of less than $500. The fee is automatically deducted from each
      applicable Fund account annually on or about the second to last
      "regular business day" of September. See the Statement of Additional
      Information (shareholders may visit the OppenheimerFunds website) to
      learn how you can avoid this fee and for circumstances when this fee
      will not be assessed.

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

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

The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified
      check, or arrange with your bank to provide telephone or written
      assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $500 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio. If the Fund redeems your shares in kind, you may
      bear transaction costs and will bear market risks until such time as
      such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
      birth (for a natural person), your residential street address or
      principal place of business and your Social Security Number, Employer
      Identification Number or other government issued identification when
      you open an account. Additional information may be required in certain
      circumstances or to open corporate accounts. The Fund or the Transfer
      Agent may use this information to attempt to verify your identity. The
      Fund may not be able to establish an account if the necessary
      information is not received. The Fund may also place limits on account
      transactions while it is in the process of attempting to verify your
      identity. Additionally, if the Fund is unable to verify your identity
      after your account is established, the Fund may be required to redeem
      your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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

Dividends, Capital Gains and Taxes

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

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

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

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

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


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



Avoid "Buying a Distribution." If you buy shares on or just before the
      ex-dividend date, or just before the Fund declares a capital gains
      distribution, you will pay the full price for the shares and then
      receive a portion of the price back as a taxable dividend or capital
      gain.
Remember, There May be Taxes on Transactions. Because the Fund's share prices
      fluctuate, you may have a capital gain or loss when you sell or
      exchange your shares. A capital gain or loss is the difference between
      the price you paid for the shares and the price you received when you
      sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
      Fund may be considered a non-taxable return of capital to shareholders.
      If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights


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







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
                              download documents on the OppenheimerFunds
                              website: www.oppenheimerfunds.com
                                       ------------------------
------------------------------------------------------------------------------

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

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


The Fund's SEC File No.: 811-10071   The Fund's shares are distributed by:
PR0721.001.1204                      [logo] OppenheimerFunds Distributor, Inc.
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 each calendar year, since the
Fund's inception, without deducting sales charges or taxes. Set forth below
are the relevant data points that will appear on the bar chart.

Calendar
Year                                Oppenheimer Emerging Growth Fund
Ended                               Class A Shares
-----                               --------------

12/31/01                             0.41%
12/31/02                           -36.78%

12/31/03                            _____%
12/31/04

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

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


Statement of Additional Information dated February December 23,  , 2005

      This  Statement of  Additional  Information  is not a  Prospectus.  This
document  contains  additional  information  about  the Fund  and  supplements
information  in the Prospectus  dated February  December 23, , 2005. It should
be read  together  with the  Prospectus.  You can  obtain  the  Prospectus  by
writing to the Fund's Transfer Agent,  OppenheimerFunds  Services, at P.O. Box
5270,  Denver,  Colorado  80217,  or by  calling  the  Transfer  Agent  at the
toll-free  number shown above, or by downloading it from the  OppenheimerFunds
Internet website at www.oppenheimerfunds.com.


Contents                                                                Page

About the Fund

Additional Information About the Fund's Investment Policies and Risks..
    The Fund's Investment Policies.....................................
    Other Investment Techniques and Strategies.........................
    Investment Restrictions............................................
    Disclosure of Portfolio Holdings..................................

How the Fund is Managed ...............................................
    Organization and History...........................................
    Board of Trustees and Oversight Committees.........................
    Trustees and Officers of the Fund..................................
    The Manager........................................................
Brokerage Policies of the Fund.........................................
Distribution and Service Plans.........................................
Performance of the Fund................................................

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

Financial Information About the Fund

Independent Registered Public Accounting Firm..........................
Financial Statements...................................................


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






ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

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

      |X| Investments in Equity  Securities.  The Fund focuses its investments
in equity  securities  of  companies  that the  Manager  believes  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 credit rating assigned to the
security has less impact on the Manager's  investment decision with respect to
convertible debt securities than in the case of  non-convertible  fixed-income
securities.  To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines the following factors:
(1)   whether, at the option of the investor,  the convertible security can be
         exchanged  for a fixed  number  of  shares  of  common  stock  of the
         issuer,
(2)   whether  the  issuer of the  convertible  securities  has  restated  its
         earnings  per  share  of  common  stock  on  a  fully  diluted  basis
         (considering   the   effect   of   conversion   of  the   convertible
         securities), and
(3)   the extent to which the convertible  security may be a defensive "equity
         substitute,"   providing   the   ability   to   participate   in  any
         appreciation in the price of the issuer's common stock.

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

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

      The Fund has no  limitations  on the  ratings  of the  convertible  debt
securities   that  it  can  buy.   They  can  include   securities   that  are
investment-grade  or  below  investment  grade.   Securities  that  are  below
investment  grade (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.

       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.

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

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


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

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

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

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

            |_| Special Risks of Emerging 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.


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

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

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

        Investing  in Small,  Unseasoned  Companies.  The Fund can  invest in
securities of small, unseasoned companies.  These are companies that have been
in  operation  for less than three  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.

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

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

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

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

       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.

       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.

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

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

       Hedging.  Although the Fund does not  anticipate  the extensive use of
hedging  instruments,  the Fund can use them.  It is not  required to do so in
seeking its objective.  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)  broadly-based  stock  indices  (these are referred to as "stock
index  futures"),  (2) an individual  stock ("single stock futures") (3) other
broadly-based   securities  indices  (these  are  referred  to  as  "financial
futures"),  (4) debt  securities  (these are  referred  to as  "interest  rate
futures"),   (5)  foreign  currencies  (these  are  referred  to  as  "forward
contracts"),  and  (6)  commodities  (these  are  referred  to  as  "commodity
futures").

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

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

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

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

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

             Put and Call  Options.  The Fund can buy and sell certain  kinds
of put options ("puts") and call options ("calls").  The Fund may 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 identify  liquid assets with a
value  equal  to  or  greater  than  the  exercise  price  of  the  underlying
securities.  The Fund  therefore  forgoes the  opportunity  of  investing  the
segregated assets or writing calls against those assets.

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

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

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

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

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

      Buying a put on  securities or futures the Fund owns enables the Fund to
attempt to  protect  itself  during  the put  period  against a decline in the
value of the  underlying  investment  below the exercise  price by selling the
underlying  investment  at the exercise  price to a seller of a  corresponding
put. If the market  price of the  underlying  investment  is equal to or above
the exercise price and, as a result,  the put is not exercised or resold,  the
put will become  worthless at its expiration  date. In that case the Fund will
have paid the  premium but lost the right to sell the  underlying  investment.
However,  the Fund may sell the put prior to its expiration.  That sale may or
may not be at a profit.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Investment in Other Investment Companies. The Fund can also invest in the
securities of other investment companies, which can include open-end funds,
closed-end funds and unit investment trusts, subject to the limits set forth
in the Investment Company Act that apply to those types of investments, and
the following additional limitation: the Fund cannot invest in the securities
of other registered investment companies or registered unit investment trusts
in reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment
Company Act. For example, the Fund can invest in Exchange-Traded Funds, which
are typically open-end funds or unit investment trusts, listed on a stock
exchange. The Fund might do so as a way of gaining exposure to the segments
of the equity or fixed-income markets represented by the Exchange-Traded
Funds' portfolio, at times when the Fund may not be able to buy those
portfolio securities directly.


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

Investment Restrictions

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

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

|_|   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
            if, 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
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.

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



      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.


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

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

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

      A list of the top 20 portfolio securities holdings (based on invested
      assets), listed by security or by issuer, as of the end of each month
      may be disclosed to third parties (subject to the procedures below) no
      sooner than 15 days after month-end.  The top 20 holdings also shall be
      posted on the Companies' website at www.oppenheimerfunds.com in the
      "Fund Profiles" section.  Other general information about a Fund's
      portfolio investments, such as portfolio composition by asset class,
      industry, country, currency, credit rating or maturity, may also be
      posted with a 15-day lag.

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

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

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

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

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

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

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

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

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

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

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

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

      The Investment Advisor and/or the Fund have entered into ongoing
      arrangements to make available information about the Fund's portfolio
      holdings.  One or more of the Oppenheimer funds may currently disclose
      portfolio holdings information based on ongoing arrangements to the
      following parties:

      [_____]



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|   Meetings of Shareholders. As a Massachusetts business trust, the Fund is not
required  to  hold,  and  does not plan to  hold,  regular  annual  meetings  of
shareholders,  but may do so from  time to  time on  important  matters  or when
required  to do so by the  Investment  Company  Act  or  other  applicable  law.
Shareholders have the right, upon a vote of two-thirds of the outstanding shares
of the Fund,  to remove a Trustee,  or to take  other  action  described  in the
Fund's Declaration of Trust.

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

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

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

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


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


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


      The members of the Governance  Committee are Phillip  Griffiths  (Acting
Chairman),  Russell  Reynolds and Kenneth  Randall.  The Governance  Committee
held  meetings  during the Fund's  fiscal  year ended  October 31,  2004.  The
Governance  Committee reviews the Fund's governance  guidelines,  the adequacy
of the Fund's Codes of Ethics, and develops  qualification  criteria for Board
members consistent with the Fund's governance  guidelines,  among other duties
set forth in the Committee's charter.

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

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

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

                                           Oppenheimer  International  Small Company

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


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

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



|X|   Affiliated  Transactions  and  Material  Business   Relationships.   Mr.
Reynolds  has  reported  he has a  controlling  interest  in The  Directorship
Group,  Inc. ("The  Directorship  Search Group"),  a director  recruiting firm
that  provided  consulting  services to  Massachusetts  Mutual Life  Insurance
Company  (which  controls  the  Manager) for fees  aggregating  $247,500  from
January 1, 2001 through  December 31, 2002.  Mr.  Reynolds  reported  that The
Directorship   Search   Group  did  not   provide   consulting   services   to
Massachusetts  Mutual Life  Insurance  Company  during the calendar year ended
December  31,  2003,  and does not expect to provide any such  services in the
calendar year ended December 31, 2004.


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


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


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

                                                                     2004

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

Clayton K. Yeutter,  Of Counsel (since June 1993) Hogan &
Chairman of the      Hartson (a law firm); a director
Board of Trustees    (since 2002) of Danielson Holding
since 2003;          Corp. Formerly a director of
Trustee since 2000   Weyerhaeuser Corp. (1999-April 2004),
Age: 73              Caterpillar, Inc. (1993-December
                     2002), ConAgra Foods (1993-2001),
                     Texas Instruments (1993-2001) and FMC
                     Corporation (1993-2001). Oversees 25

                     portfolios in the OppenheimerFunds
                     complex.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Robert G. Galli,     A trustee or director of other
Trustee since 2000   Oppenheimer funds. Oversees 35
Age: 71              portfolios in the OppenheimerFunds

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

Phillip A.           A director (since 1991) of the
Griffiths, Trustee,  Institute for Advanced Study,
since 2000           Princeton, N.J., a director (since
Age: 66              2001) of GSI Lumonics, a trustee

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

Mary F. Miller       Formerly a Senior Vice President and
Trustee since 2004   General Auditor, American Express
Age: 61              Company (July 1998-February 2003).
                     Member of Trustees of the American
                     Symphony Orchestra (October 1998 to
                     present). Oversees 25 portfolios in
                     the OppenheimerFunds complex.

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

Joel W. Motley,      Director (since January 2002) Columbia
Trustee since 2002   Equity Financial Corp. (privately-held
Age: 52              financial adviser); Managing Director
                     (since January 2002) Carmona Motley,
                     Inc. (privately-held financial
                     adviser). Formerly a Managing Director
                     of Carmona Motley Hoffman Inc.
                     (privately-held financial adviser)
                     (January 1998-December 2001). Oversees
                     25 portfolios in the OppenheimerFunds
                     complex.

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

Edward V. Regan,     A director (since February 1972) of
Trustee since 2000   Dominion Resources, Inc. (electric
Age: 77              utility holding company); formerly a
                     director of Prime Retail, Inc. (real
                     estate investment trust) and Dominion
                     Energy, Inc. (electric power and oil &
                     gas producer), President and Chief
                     Executive Officer of The Conference
                     Board, Inc. (international economic
                     and business research) and a director
                     of Lumbermens Mutual Casualty Company,
                     American Motorists Insurance Company
                     and American Manufacturers Mutual
                     Insurance Company. Oversees 25
                     portfolios in the OppenheimerFunds

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

Edward V. Regan,     Chairman (since 1993) of The
Trustee since 2000   Directorship Search Group, Inc.
Age: 74              (corporate governance consulting and
                     executive recruiting); a life trustee
                     of International House (non-profit
                     educational organization), and a
                     trustee (since 1996) of the Greenwich
                     Historical Society. Oversees 25
                     portfolios in the OppenheimerFunds

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

Russell S.            Chairman    (since    1993)   of   The
Reynolds, Jr.,        Directorship    Search   Group,   Inc.
Trustee since 2000    (corporate  governance  consulting and
Age: 72               executive recruiting);  a Life Trustee
                      of  International   House  (non-profit
                      educational  organization);  a  former
                      trustee of the  Historical  Society of
                      the  Town of  Greenwich.  Oversees  25

                      portfolios  in  the   OppenheimerFunds
                      complex.
-----------------------------------------------------------------------------------

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

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

      The  address  of the  Officers  in the chart  below is as  follows:  for

-------------------------------------------------------------------------------------
                         and  Zack  and  Mses.  Feld and  Granger,  Two  World

Financial  Center,  225 Liberty  Street,  11th Floor , New Yor
Messrs.  Vottiero  and Wixted  and Mses.  Bechtolt  and Ives,
Centennial,  CO  80112-3924.  Each Officer serves for an annua

her earlier resignation, death or removal.                    k, NY 10281-1008,  for
                                                               6803 S.  Tucson  Way,
                                Officers of the Fund          l term or until his or
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Laura Granger, Vice     Vice President of the Manager since October 2000; an
President and           officer of 3 portfolios in the OppenheimerFunds complex.
Portfolio Manager       Formerly a portfolio manager at Fortis Advisors (July
since 2000              1998-October 2000).
Age: 43

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

Mark S. Vandehey,       Senior Vice  President and Chief  Compliance  Officer (since
Vice President and      March  2004) of the  Manager;  Vice  President  (since  June
Chief Compliance        1983)  of  OppenheimerFunds  Distributor,  Inc.,  Centennial
Officer since 2004      Asset Management Corporation and Shareholder Services,  Inc.
                        Formerly  (until  February 2004) Vice President and Director
                        of  Internal  Audit  of  the  Manager.   An  officer  of  84
                        portfolios in the Oppenheimer funds complex.

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

Brian W. Wixted,        Senior Vice  President and  Treasurer  (since March 1999) of
Treasurer since 1999    the  Manager;  Treasurer  of  HarbourView  Asset  Management
Age: 45                 Corporation,    Shareholder   Financial   Services,    Inc.,
                        Shareholder   Services,   Inc.,   Oppenheimer   Real   Asset
                        Management   Corporation,    and   Oppenheimer   Partnership
                        Holdings,   Inc.   (since  March   1999),   of  OFI  Private
                        Investments,  Inc. (since March 2000),  of  OppenheimerFunds
                        International  Ltd.  and  OppenheimerFunds  plc  (since  May
                        2000), of OFI Institutional  Asset  Management,  Inc. (since
                        November 2000),  and of  OppenheimerFunds  Legacy Program (a
                        Colorado   non-profit   corporation)   (since   June  2003);
                        Treasurer and Chief  Financial  Officer  (since May 2000) of
                        OFI  Trust  Company  (a  trust  company  subsidiary  of  the
                        Manager);   Assistant   Treasurer   (since  March  1999)  of
                        Oppenheimer  Acquisition Corp.  Formerly Assistant Treasurer
                        of   Centennial   Asset   Management    Corporation   (March
                        1999-October  2003)  and  OppenheimerFunds   Legacy  Program
                        (April  2000-June  2003);   Principal  and  Chief  Operating
                        Officer   (March   1995-March   1999)   at   Bankers   Trust
                        Company-Mutual  Fund  Services  Division.  An  officer of 84
                        portfolios in the OppenheimerFunds complex.

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

John Murphy             Chairman, Chief Executive Officer and director (since June
President               2001) and President (since September 2000) of the Manager;
Age: 55                 President and a director or trustee of other Oppenheimer
                        funds; President and a director (since July 2001) of
                        Oppenheimer Acquisition Corp. (the Manager's parent holding
                        company) and of Oppenheimer Partnership Holdings, Inc. (a
                        holding company subsidiary of the Manager); a director
                        (since November 2001) of OppenheimerFunds Distributor, Inc.
                        (a subsidiary of the Manager); Chairman and a director
                        (since July 2001) of Shareholder Services, Inc. and of
                        Shareholder Financial Services, Inc. (transfer agent
                        subsidiaries of the Manager); President and a director
                        (since July 2001) of OppenheimerFunds Legacy Program (a
                        charitable trust program established by the Manager); a
                        director of the following investment advisory subsidiaries
                        of the Manager: OFI Institutional Asset Management, Inc.,
                        Centennial Asset Management Corporation, Trinity Investment
                        Management Corporation and Tremont Capital Management, Inc.
                        (since November 2001), HarbourView Asset Management
                        Corporation and OFI Private Investments, Inc. (since July
                        2001); President (since November 1, 2001) and a director
                        (since July 2001) of Oppenheimer Real Asset Management,
                        Inc.; Executive Vice President (since February 1997) of
                        Massachusetts Mutual Life Insurance Company (the Manager's
                        parent company); a director (since June 1995) of DLB
                        Acquisition Corporation (a holding company that owns the
                        shares of Babson Capital Management LLC); a member of the
                        Investment Company Institute's Board of Governors (elected
                        to serve from October 3, 2003 through September 30, 2006).
                        Formerly, Chief Operating Officer (September 2000-June
                        2001) of the Manager; President and trustee (November
                        1999-November 2001) of MML Series Investment Fund and
                        MassMutual Institutional Funds (open-end investment
                        companies); a director (September 1999-August 2000) of C.M.
                        Life Insurance Company; President, Chief Executive Officer
                        and director (September 1999-August 2000) of MML Bay State
                        Life Insurance Company; a director (June 1989-June 1998) of
                        Emerald Isle Bancorp and Hibernia Savings Bank (a
                        wholly-owned subsidiary of Emerald Isle Bancorp). Oversees
                        63 portfolios as Trustee/Director and 21 portfolios as
                        Officer in the OppenheimerFunds complex.


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

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

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

Philip Vottiero,        Vice  President/Fund  Accounting of the Manager (since March
Assistant Treasurer     2002); formerly Vice  President/Corporate  Accounting of the
since 2002              Manager (July  1999-March  2002) prior to which he was Chief
Age: 41                 Financial  Officer at Sovlink  Corporation  (April 1996-June
                        1999).  An officer of 84 portfolios in the  OppenheimerFunds
                        complex.

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

Robert G. Zack,         Executive  Vice  President  (since January 2004) and General
Secretary since 2001    Counsel  (since  February  2002)  of  the  Manager;  General
Age: 55                 Counsel  and  a  director   (since  November  2001)  of  the
                        Distributor;   General  Counsel  (since  November  2001)  of
                        Centennial   Asset  Management   Corporation;   Senior  Vice
                        President  and  General  Counsel  (since  November  2001) of
                        HarbourView  Asset  Management  Corporation;  Secretary  and
                        General   Counsel  (since   November  2001)  of  Oppenheimer
                        Acquisition  Corp.;   Assistant  Secretary  and  a  director
                        (since October 1997) of OppenheimerFunds  International Ltd.
                        and  OppenheimerFunds  plc;  Vice  President  and a director
                        (since November 2001) of Oppenheimer  Partnership  Holdings,
                        Inc.; a director (since  November 2001) of Oppenheimer  Real
                        Asset  Management,  Inc.;  Senior  Vice  President,  General
                        Counsel and a director  (since November 2001) of Shareholder
                        Financial Services,  Inc.,  Shareholder Services,  Inc., OFI
                        Private  Investments,  Inc.  and  OFI  Trust  Company;  Vice
                        President (since November 2001) of  OppenheimerFunds  Legacy
                        Program;  Senior Vice  President and General  Counsel (since
                        November 2001) of OFI Institutional Asset Management,  Inc.;
                        a  director  (since  June 2003) of  OppenheimerFunds  (Asia)
                        Limited.  Formerly Senior Vice President (May  1985-December
                        2003), Acting General Counsel (November  2001-February 2002)
                        and Associate  General  Counsel (May  1981-October  2001) of
                        the Manager;  Assistant  Secretary of Shareholder  Services,
                        Inc.  (May  1985-November   2001),   Shareholder   Financial
                        Services,    Inc.   (November   1989-November   2001);   and
                        OppenheimerFunds  International Ltd. (October  1997-November
                        2001).  An officer of 84 portfolios in the  OppenheimerFunds
                        complex.

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

Kathleen T. Ives,       Vice  President  (since  June 1998) and Senior  Counsel  and
Assistant Secretary     Assistant  Secretary  (since  October  2003) of the Manager;
since 2001              Vice President  (since 1999) and Assistant  Secretary (since
Age: 39                 October  2003)  of  the  Distributor;   Assistant  Secretary
                        (since   October  2003)  of  Centennial   Asset   Management
                        Corporation;  Vice President and Assistant  Secretary (since
                        1999) of Shareholder  Services,  Inc.;  Assistant  Secretary
                        (since  December  2001) of  OppenheimerFunds  Legacy Program
                        and of Shareholder  Financial  Services,  Inc..  Formerly an
                        Assistant Counsel (August  1994-October  2003) and Assistant
                        Vice President of the Manager  (August  1997-June  1998). An
                        officer of 84 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,      Vice  President and  Associate  Counsel of the Manager since
Assistant Secretary     May  2004;  formerly  First  Vice  President  and  Associate
since 2004              General  Counsel of UBS Financial  Services Inc.  (formerly,
Age:  36                PaineWebber  Incorporated)  (May 1999 - April 2004) prior to
                        which she was an Associate at Skaden,  Arps, Slate,  Meagher
                        & Flom, LLP (September  1996 - April 1999). An officer of 84
                        portfolios in the OppenheimerFunds complex.

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

Phillip S. Gillespie,   Senior  Vice  President  and Deputy  General  Counsel of the
Assistant Secretary     Manager since  September 2004.  Formerly Mr.  Gillespie held
since 2004              the  following   positions  at  Merrill   Lynch   Investment
Age:  40                Management:  First  Vice  President  (2001-September  2004);
                        Director  (from  2000) and Vice  President  (1998-2000).  An
                        officer of 74 portfolios in the OppenheimerFunds complex.

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

Wayne Miao,             Assistant  Vice  President  and  Assistant  Counsel  of  the
Assistant Secretary     Manager since June 2004.  Formerly an Associate  with Sidley
since 2004              Austin  Brown & Wood LLP  (September  1999 - May  2004).  An
Age:  31                officer of 74 portfolios in the OppenheimerFunds complex.

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


      |X|Remuneration  of  Trustees.  The  officers of the Fund and one of the
Trustees of the Fund (Mr.  Murphy) who are affiliated with the Manager receive
no salary or fee from the Fund.  The  remaining  Trustees of the Fund received
the  compensation  shown below from the Fund with respect to the Fund's fiscal
year ended  October  31,  2004.  The  compensation  from all 25 of the Board I
Funds (including the Fund) represents  compensation  received for serving as a
director or trustee and member of a committee  (if  applicable)  of the boards
of those funds during the calendar year ended December 31, 2004.


------------------------------------------------------------------------------------
Trustee Name and Other   Aggregate     Retirement     Estimated      Total
                                                                     Compensation
                                                                     From All
                                                                     Oppenheimer
                                                      Annual         Funds For
                                       Benefits       Retirement     Which
                                       Accrued as     Benefits to    Individual
Fund Position(s)         Compensation  Part of Fund   be Paid Upon   Serves As
(as applicable)          From Fund1    Expenses       Retirement2    Trustee/Director
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Clayton K. Yeutter             $3            $

Chairman of the Board
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Robert G. Galli
Regulatory & Oversight         $             $
Committee Chairman
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Phillip Griffiths              $6            $
Governance Committee
Chairman and
Regulatory & Oversight
Committee Member

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

Joel W. Motley
Audit Committee
Chairman and Regulatory        $7            $
& Oversight Committee
Member

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

Benjamin Lipstein7             $             $

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

Joel W. Motley                 $             $

Governance Committee
Member
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Edward V. Regan                $             $
Proxy Committee Chairman
And   Audit    Committee
Member

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

Messrs.  Levy and Lipstein and Ms. Moynihan retired as Trustees from the Board I
Funds effective January 1, 2003, March 31, 2003 and July 31, 2003, respectively.
For the fiscal year ended October 31, 2004, Mr. Spiro and Ms. Moynihan  received
$ and $ aggregate  compensation  for the Fund,  respectively.  For calendar year
2003, Messrs Levy and Lipstein, and Ms. Moynihan each received $43,425,  $75,076
$ and  $88,229  respectively  from all of the  Oppenheimer  funds for which they
served as Trustee.
1. Aggregate

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

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

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

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


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


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

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

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

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

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


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






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

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

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

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

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

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

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

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

o    The Fund supports proposals to eliminate cumulative voting.

o    The Fund opposes re-pricing of stock options.

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


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


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

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

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


Fiscal Year ended 10/31:          Management Fees Paid to OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2002                                                                    $354,678
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2003                                                                    $479,700
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

           2004

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

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

      The agreement  permits the Manager to act as investment  advisor for any
other  person,  firm or  corporation  and to use  the  name  "Oppenheimer"  in
connection with other investment  companies for which it may act as investment
advisor  or  general  distributor.  If the  Manager  shall  no  longer  act as
investment  advisor to the Fund,  the  Manager may  withdraw  the right of the
Fund to use the name "Oppenheimer" as part of its name.

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

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

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





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

After careful deliberation, the Board, including the Independent Trustees,
concluded that it was in the best interest of shareholders to continue the
investment advisory agreement for another year. In arriving at a decision,
the Board did not single out any one factor or group of factors as being more
important than other factors, but considered all factors together. The Board
judged the terms and conditions of the investment advisory agreement,
including the investment advisory fee, in light of all of the surrounding
circumstances.


Brokerage Policies of the Fund

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


Under the investment advisory agreement, 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. Rule 12b-1 under the Investment Company
Act prohibits (effective December 13, 2004) any fund from compensating a
broker or dealer for promoting or selling the fund's shares by (1) directing
to that broker or dealer any of the fund's portfolio transactions, or (2)
directing any other remuneration to that broker or dealer, such as
commissions, mark-ups, mark downs or other fees from the fund's portfolio
transactions, that were effected by another broker or dealer (these latter
arrangements are considered to be a type of "step-out" transaction). In other
words, a fund and its investment advisor cannot use the fund's brokerage for
the purpose of rewarding broker-dealers for selling the fund's shares.
However, the Rule permits funds to effect brokerage transactions through
firms that also sell fund shares, provided that certain procedures are
adopted to prevent a quid pro quo with respect to portfolio brokerage
allocations. As permitted by the Rule, the Manager has adopted procedures
(and the Fund's Board of Trustees has approved those procedures) that permit
the Fund to direct portfolio securities transactions to brokers or dealers
that also promote or sell shares of the Fund, subject to the "best execution"
considerations discussed above. Those procedures are designed to prevent: (1)
the Manager's personnel who effect the Fund's portfolio transactions from
taking into account a broker's or dealer's promotion or sales of the Fund
shares when allocating the Fund's portfolio transactions, and (2) the Fund,
the Manager and the Distributor from entering into agreements or
understandings under which the Manager directs or is expected to direct the
Fund's brokerage directly, or through a "step-out" arrangement, to any broker
or dealer in consideration of that broker's or dealer's promotion or sale of
the Fund's shares or the shares of any of the other Oppenheimer funds.


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

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

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

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

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

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

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

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









   ---------------------------------------------------------------------
   Fiscal    Year    Ended Total  Brokerage  Commissions  Paid  by  the
   10/31:                  Fund1
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2002                             $342,741
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2003                            $656,9542
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2004                             $_____________
   ---------------------------------------------------------------------
1.    Amounts do not include spreads or commissions on principal  transactions
   on a net trade basis.

2.    In the fiscal year ended 10/31/04,  the amount of transactions  directed
      to brokers for  research  services was  $1,086,532  and amount of
      the  commissions  paid to  broker-dealers  for those services was
      $3,179.


Distribution and Service Plans

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

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

-------------------------------------------
Fiscal    Aggregate        Class A
                           Front-End
Year      Front-End Sales  Sales Charges
Ended     Charges on       Retained by
10/31:    Class A Shares   Distributor1
-------------------------------------------
-------------------------------------------
  2002        $137,256         $40,503
-------------------------------------------
-------------------------------------------
  2003        $314,446         $84,802
-------------------------------------------
-------------------------------------------
  2004        $_______         $_________
-------------------------------------------
1.  Includes  amounts  retained by a  broker-dealer  that is an affiliate or a
parent of the Distributor.

-----------------------------------------------------------------------------
Fiscal    Concessions on   Concessions on  Concessions on   Concessions on
Year      Class A Shares   Class B Shares  Class C Shares   Class N Shares
Ended     Advanced by      Advanced by     Advanced by      Advanced by
10/31:    Distributor1     Distributor1    Distributor1     Distributor1
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2002         $3,422         $128,561         $21,089           $7,860
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2003         $8,149         $186,107         $54,496           $8,598
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
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
          Contingent       Contingent                        Contingent
Fiscal    Deferred Sales   Deferred Sales  Contingent        Deferred Sales
Year      Charges          Charges         Deferred Sales    Charges
Ended     Retained by      Retained by     Charges Retained  Retained by
10/31     Distributor      Distributor     by Distributor    Distributor
------------------------------------------------------------------------------
------------------------------------------------------------------------------

  2001           $0            $3,697           $1,058             $01

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

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

------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2003           $0            $25,525          $1,327            $5,266
------------------------------------------------------------------------------

------------------------------------------------------------------------------
  2004          $_____          $_____           $_____           $_____
------------------------------------------------------------------------------
1.    The inception date of Class N shares was March 1, 2001.


Distribution  and Service Plans. The Fund has adopted a Service Plan for Class
A shares and  Distribution  and Service Plans for Class B, Class C and Class N
shares under Rule 12b-1 of the  Investment  Company Act. Under those plans the
Fund pays the  Distributor  for all or a  portion  of its  costs  incurred  in
connection  with  the  distribution  and/or  servicing  of the  shares  of the
particular  class.  Each  plan has  been  approved  by a vote of the  Board of
Trustees, including a majority of the Independent Trustees1,  cast  in  person
at a meeting called for the purpose of voting on that plan.


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

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


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

      The Board of Trustees  and the  Independent  Trustees  must  approve all
material  amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be  approved by  shareholders  of the
class  affected  by  the  amendment.  Because  Class  B  shares  of  the  Fund
automatically  convert into Class A shares 72 months after purchase,  the Fund
must  obtain  the  approval  of both  Class A and Class B  shareholders  for a
proposed  material  amendment  to the  Class  A  plan  that  would  materially
increase  payments  under the plan.  That approval must be by a "majority" (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,  no  payment  will be made  to any  recipient  in any
quarter in which the  aggregate net asset value of all Fund shares held by the
recipient for itself and its customers  does not exceed a minimum  amount,  if
any,  that  may be set  from  time to time by a  majority  of the  Independent
Trustees.  The  Board of  Trustees  has set no  minimum  amount  of  assets to
qualify for payments under the plans.


|X|   Class A  Service  Plan  Fees.  Under  the  Class  A  service  plan,  the
Distributor  currently uses the fees it receives from the Fund to pay brokers,
dealers  and  other   financial   institutions   (they  are   referred  to  as
"recipients")  for personal  services and account  maintenance  services  they
provide for their  customers  who hold Class A shares.  The services  include,
among  others,  answering  customer  inquiries  about the Fund,  assisting  in
establishing  and  maintaining   accounts  in  the  Fund,  making  the  Fund's
investment  plans available and providing other services at the request of the
Fund or the Distributor.  The Class A service plan permits  reimbursements  to
the  Distributor  at a rate of up to 0.25% of  average  annual  net  assets of
Class A shares.  The Distributor does not receive or retain the service fee on
Class A shares in accounts  for which the  Distributor  has been listed as the
broker-dealer of record.  The Board has set the rate at that level.  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, 2004  payments  under the Class A
plan  totaled  $______  all of  which  all  was  paid  by the  Distributor  to
recipients,  and included  $_____ paid to an  affiliate  of the  Distributor's
parent company. Any unreimbursed  expenses the Distributor incurs with respect
to Class A shares in any fiscal year cannot be recovered in subsequent  years.
The  Distributor  may not use payments  received under the Class A plan to pay
any of its interest expenses,  carrying charges,  or other financial costs, or
allocation of overhead.


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


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

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


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

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



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



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

 Distribution Fees Paid to the Distributor for the Fiscal Year Ended 10/31/04

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

Class B Plan  $                $1             $                        %

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

Class C Plan  $                $2             $                        %

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

Class N Plan  $                $3             $                        %

--------------------------------------------------------------------------------
1.    Includes  $_____  paid  to an  affiliate  of  the  Distributor's  parent
   company.
2.    Includes $_____ paid to an affiliate of the Distributor's parent company.
3.    Includes $317 paid to an affiliate of the Distributor's parent company.

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

Performance of the Fund

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

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

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

o     Total returns measure the  performance of a hypothetical  account in the
         Fund over  various  periods and do not show the  performance  of each
         shareholder's  account. Your account's performance will vary from the
         model  performance  data if your  dividends  are received in cash, or
         you buy or sell shares  during the period,  or you bought your shares
         at a different time and price than the shares used in the model.
o     The Fund's  performance  returns do not  reflect  the effect of taxes on
         dividends and capital gains distributions.
o     An  investment  in the  Fund is not  insured  by the  FDIC or any  other
         government agency.
o     The  principal  value of the Fund's  shares,  and total  returns are not
         guaranteed and normally will fluctuate on a daily basis.
o     When an investor's  shares are redeemed,  they may be worth more or less
         than their original cost.
o     Total   returns   for  any  given  past  period   represent   historical
         performance information and are not, and should not be considered,  a
         prediction of future returns.

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


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

         In calculating total returns for Class A shares,  the current maximum
sales  charge of 5.75% (as a  percentage  of the  offering  price) is deducted
from the initial  investment  ("P" in the formula below) (unless the return is
shown without sales charge, as described below).  For Class B shares,  payment
of the applicable  contingent  deferred sales charge is applied,  depending on
the period for which the return is shown:  5.0% in the first year, 4.0% in the
second year, 3.0% in the third and fourth years,  2.0% in the fifth year, 1.0%
in the  sixth  year  and  none  thereafter.  For  Class  C  shares,  the  1.0%
contingent  deferred  sales  charge is deducted  for returns for the  one-year
period.  For Class N shares,  the 1.0%  contingent  deferred  sales  charge is
deducted  for  returns  for the  one-year  period,  and total  returns for the
periods prior to 03/01/01 (the  inception date for Class N shares) is based on
the Fund's  Class A returns,  adjusted  to  reflect  the higher  Class N 12b-1
fees. There is no sales charge on Class Y shares.

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

ERV l/n   - 1  Average    Annual   Total
---
               Return
 P

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

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

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

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

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

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

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





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

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

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

Class A      %1       %        %        %       %1       %1

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

Class B      %2       %        %        %       %2       %2

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

Class C      %3       %        %        %       %3       %3

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

Class N      %4       %        %        %       %4       %4

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

Class Y      %5       %        %        %       %5       %5

---------------------------------------------------------------
1.    Inception of Class A:   11/1/00
2.    Inception of Class B:   11/1/00
3.    Inception of Class C:   11/1/00
4.    Inception of Class N:   3/1/01
5.    Inception of Class Y:   11/1/00

------------------------------------------------------------------------------
    Average Annual Total Returns for Class A Shares (After Sales Charge)

                       For the Periods Ended 10/31/04

------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                                   1-Year          5-Year
                                                                (or life of
                                                                   class)
------------------------------------------------------------------------------
------------------------------------------------------------------------------

After Taxes on Distributions                          %              %1

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

After Taxes on Distributions and Redemption           %              %1
of Fund Shares

------------------------------------------------------------------------------
   1. Inception of Class A: 11/1/00

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

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

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

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

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

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

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

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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


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


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

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

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

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


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

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Capital Income Fund           Street Fund

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Champion Income Fund          Street Fund II
                                          Oppenheimer   Principal  Protected  Main
Oppenheimer Convertible Securities Fund   Street Fund III
Oppenheimer Developing Markets Fund       Oppenheimer Quest Balanced Fund

                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Disciplined Allocation Fund   Inc.
                                          Oppenheimer  Quest  International  Value
Oppenheimer Discovery Fund                Fund, Inc.
Oppenheimer Emerging Growth Fund          Oppenheimer Quest Opportunity Value Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund               Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc.             Oppenheimer Real Estate Fund
                                          Oppenheimer      Rochester      National

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Retirement Plans.  Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charges or at reduced sales charge rates, as
described in an Appendix to this Statement of Additional Information.
Certain special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent
record keeper that has a contract or special arrangement with Merrill Lynch.
If on the date the plan sponsor signed the Merrill Lynch record keeping
service agreement the plan has less than $1 million in assets invested in
applicable investments (other than assets invested in money market funds),
then the retirement plan may purchase only Class C shares of the Oppenheimer
funds.  If on the date the plan sponsor signed the Merrill Lynch record
keeping service agreement the plan has $1 million or more in assets but less
than $5 million in assets invested in applicable investments (other than
assets invested in money market funds), then the retirement plan may purchase
only Class N shares of the Oppenheimer funds.  If on the date the plan
sponsor signed the Merrill Lynch record keeping service agreement the plan
has $5 million or more in assets invested in applicable investments (other
than assets invested in money market funds), then the retirement plan may
purchase only Class A shares of the Oppenheimer funds.


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

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

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

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


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


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

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

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

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

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

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

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

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


Fund Account Fees. As stated in the Prospectus,  a $12 annual "Minimum Balance
Fee" is assessed on each Fund account with a share balance  valued under $500.
The Minimum Balance fee is automatically  deducted from each such Fund account
on or about the second to last business day of September.

      Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees.  These exceptions are
subject to change:
         A fund account whose shares were acquired after September 30th of
            the prior year;

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



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

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

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

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

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

|X|   Securities  Valuation.  The Fund's  Board of  Trustees  has  established
procedures  for the  valuation  of the Fund's  securities.  In  general  those
procedures are as follows:
o     Equity  securities  traded on a U.S.  securities  exchange or on Nasdaq(R)
are valued as follows:
(1)   if last sale information is regularly  reported,  they are valued at the
               last  reported  sale price on the  principal  exchange on which
               they are traded or on Nasdaq, as applicable, on that day, or
(2)   if last sale  information is not available on a valuation date, they are
               valued at the last reported sale price  preceding the valuation
               date if it is  within  the  spread  of the  closing  "bid"  and
               "asked"  prices  on the  valuation  date  or,  if  not,  at the
               closing "bid" price on the valuation date.
o     Equity securities traded on a foreign securities  exchange generally are
valued in one of the following ways:
(1)   at the last sale price available to the pricing service  approved by the
               Board of Trustees, or
(2)   at the last sale price  obtained by the  Manager  from the report of the
               principal  exchange on which the security is traded at its last
               trading session on or immediately before the valuation date, or
(3)   at the mean  between  the "bid" and  "asked"  prices  obtained  from the
               principal  exchange on which the  security is traded or, on the
               basis of  reasonable  inquiry,  from two  market  makers in the
               security.
o     Long-term debt  securities  having a remaining  maturity in excess of 60
days are  valued  based on the mean  between  the  "bid"  and  "asked"  prices
determined  by a portfolio  pricing  service  approved by the Fund's  Board of
Trustees  or  obtained by the  Manager  from two active  market  makers in the
security on the basis of reasonable inquiry.
o     The  following  securities  are valued at the mean between the "bid" and
"asked" prices  determined by a pricing  service  approved by the Fund's Board
of Trustees or obtained by the Manager  from two active  market  makers in the
security on the basis of reasonable inquiry:
(1)   debt  instruments  that  have a  maturity  of more  than 397  days  when
               issued,
(2)   debt  instruments  that had a maturity  of 397 days or less when  issued
               and have a remaining maturity of more than 60 days, and
(3)   non-money  market  debt  instruments  that had a maturity of 397 days or
               less when  issued and which  have a  remaining  maturity  of 60
               days or less.

o     The following  securities are valued at cost,  adjusted for amortization
of premiums and accretion of discounts:
(1)   money market debt securities held by a non-money  market fund that had a
               maturity  of  less  than  397  days  when  issued  that  have a
               remaining maturity of 60 days or less, and
(2)   debt  instruments  held by a money  market  fund that  have a  remaining
               maturity of 397 days or less.
o     Securities    (including     restricted     securities)    not    having
readily-available  market quotations are valued at fair value determined under
the Board's  procedures.  If the Manager is unable to locate two market makers
willing to give  quotes,  a  security  may be priced at the mean  between  the
"bid" and "asked"  prices  provided by a single  active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

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

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


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


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

How to Sell Shares

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Exchange Shares

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

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

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

   The following funds do not offer Class N shares:

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


   The following funds do not offer Class Y shares:

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


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

o     Class Y shares of  Oppenheimer  Real Asset Fund may not be exchanged for
      shares of any other fund.
o     Class B, Class C and Class N shares of  Oppenheimer  Cash  Reserves  are
      generally  available  only by exchange  from the same class of shares of
      other  Oppenheimer  funds or through  OppenheimerFunds-sponsored  401(k)
      plans.
o     Class  M  shares  of  Oppenheimer  Convertible  Securities  Fund  may be
      exchanged only for Class A shares of other  Oppenheimer  funds. They may
      not be  acquired  by  exchange  of  shares  of any  class  of any  other
      Oppenheimer  funds  except  Class A shares of  Oppenheimer  Money Market
      Fund or  Oppenheimer  Cash  Reserves  acquired  by  exchange  of Class M
      shares.
   o  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  funds may be exchanged at net asset value
      for shares of any money market fund offered by the  Distributor.  Shares
      of any  money  market  fund  purchased  without  a sales  charge  may be
      exchanged  for shares of  Oppenheimer  funds offered with a sales charge
      upon  payment  of the sales  charge.  They may also be used to  purchase
      shares of  Oppenheimer  funds subject to an early  withdrawal  charge or
      contingent deferred sales charge.
o     Shares  of  Oppenheimer  Money  Market  Fund,  Inc.  purchased  with the
      redemption  proceeds of shares of other  mutual  funds (other than funds
      managed by the Manager or its subsidiaries)  redeemed within the 30 days
      prior to that  purchase  may  subsequently  be  exchanged  for shares of
      other  Oppenheimer  funds  without  being  subject to an  initial  sales
      charge  or  contingent  deferred  sales  charge.  To  qualify  for  that
      privilege,  the  investor  or the  investor's  dealer  must  notify  the
      Distributor of eligibility  for this privilege at the time the shares of
      Oppenheimer  Money Market Fund, Inc. are purchased.  If requested,  they
      must supply proof of entitlement to this privilege.
o     Shares  of  the  Fund   acquired  by   reinvestment   of   dividends  or
      distributions  from any of the other  Oppenheimer funds or from any unit
      investment  trust for  which  reinvestment  arrangements  have been made
      with the  Distributor  may be exchanged at net asset value for shares of
      any of the Oppenheimer funds.
o     Shares  of  Oppenheimer  Principal  Protected  Main  Street  Fund may be
      exchanged  at net  asset  value  for  shares  of any of the  Oppenheimer
      funds.  However,  shareholders  are not permitted to exchange  shares of
      other  Oppenheimer  funds for  shares of  either  Oppenheimer  Principal
      Protected  Main Street Fund until after the  expiration  of the warranty
      period (8/5/2010)

o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund II until after the expiration of the warranty period
      (2/4/2011).
o     Shares of  Oppenheimer  Principal  Protected Main Street Fund III may be
      exchanged  at net  asset  value  for  shares  of any of the  Oppenheimer
      funds.  However,  shareholders  are not permitted to exchange  shares of
      other  Oppenheimer funds for shares of Oppenheimer  Principal  Protected
      Main Street Fund III until after the  expiration of the warranty  period
      (12/6/2011).


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

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

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

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

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

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


         With respect to Class B shares (other than Limited-Term Government
Fund, Limited Term Municipal Fund, Limited Term New York Municipal Fund,
Oppenheimer Capital Preservation Fund and Oppenheimer Senior Floating Rate
Fund), the Class B contingent deferred sales charge is imposed on Class B
shares acquired by exchange if they are redeemed within six years of the
initial purchase of the exchanged Class B shares.

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


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

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

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

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

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

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

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

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

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

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

Dividends, Capital Gains and Taxes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

      Ordinary income  dividends that are paid by the Fund (and are deemed not
"effectively  connected  income") to foreign persons will be subject to a U.S.
tax  withheld  by the  Fund at a rate of 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,  then the  foreign
person may claim an exemption  from the U.S. tax described  above provided the
Fund obtains a properly  completed and signed  Certificate of Foreign  Status.
If the foreign  person  fails to provide a  certification  of his/her  foreign
status,  the Fund will be required to  withhold  U.S.  tax at a rate of 28% on
ordinary income  dividends,  capital gains  distributions  and the proceeds of
the redemption of shares,  paid to any foreign person.  All income and any tax
withheld (in this  situation)  by the Fund is remitted by the Fund to the U.S.
Treasury and is identified  in reports  mailed to  shareholders  in January of
each year.

      The tax  consequences to foreign persons  entitled to claim the benefits
of an  applicable  tax treaty may be different  from those  described  herein.
Foreign  shareholders  are urged to consult their own tax advisors or the U.S.
Internal  Revenue  Service with respect to the particular tax  consequences to
them of an investment in the Fund,  including  the  applicability  of the U.S.
withholding taxes described above.

Dividend  Reinvestment in Another Fund.  Shareholders of the Fund may elect to
reinvest all dividends  and/or  capital gains  distributions  in shares of the
same class of any of the other  Oppenheimer  funds listed above.  Reinvestment
will be made  without  sales charge at the net asset value per share in effect
at the close of business on the payable date of the dividend or  distribution.
To elect this  option,  the  shareholder  must  notify the  Transfer  Agent in
writing  and  must  have  an  existing   account  in  the  fund  selected  for
reinvestment.  Otherwise the  shareholder  first must obtain a prospectus  for
that fund and an  application  from the  Distributor  to establish an account.
Dividends and/or  distributions from shares of certain other Oppenheimer funds
(other than  Oppenheimer Cash Reserves) may be invested in shares of this Fund
on the same basis.

Additional Information About the Fund

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

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

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


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









                                     A-1
                                  Appendix A

                           Industry Classifications

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










B-12

                                  Appendix B

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

In certain cases,  the initial sales charge that applies to purchases of Class
A shares2 of the  Oppenheimer  funds or the  contingent  deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.3 That is
because  of the  economies  of  sales  efforts  realized  by  OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"),  or by
dealers or other  financial  institutions  that offer those  shares to certain
classes of investors.

Not  all  waivers  apply  to all  funds.  For  example,  waivers  relating  to
Retirement Plans do not apply to Oppenheimer  municipal funds,  because shares
of those funds are not  available  for purchase by or on behalf of  retirement
plans. Other waivers apply only to shareholders of certain funds.

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

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

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

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

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

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

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

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

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

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

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

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

A. Waivers for Redemptions in Certain Cases.

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

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

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

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

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

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

      All of the funds listed  above are  referred to in this  Appendix as the
"Former  Quest for  Value  Funds."  The  waivers  of  initial  and  contingent
deferred  sales  charges  described  in this  Appendix  apply to  shares of an
Oppenheimer fund that are either:
|_|   acquired  by such  shareholder  pursuant  to an exchange of shares of an
         Oppenheimer  fund that was one of the Former  Quest for Value  Funds,
         or
|_|   purchased  by  such   shareholder  by  exchange  of  shares  of  another
         Oppenheimer fund that were acquired  pursuant to the merger of any of
         the Former Quest for Value Funds into that other  Oppenheimer fund on
         November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

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

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

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

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

|X|   Waivers for  Redemptions of Shares  Purchased Prior to March 6, 1995. In
the following cases,  the contingent  deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer  fund. The
shares must have been  acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer  fund that was a Former Quest
for Value Fund or into which such fund  merged.  Those  shares  must have been
purchased prior to March 6, 1995 in connection with:
|_|   withdrawals  under an  automatic  withdrawal  plan  holding  only either
            Class B or  Class C  shares  if the  annual  withdrawal  does  not
            exceed 10% of the  initial  value of the account  value,  adjusted
            annually, and
|_|   liquidation of a shareholder's  account if the aggregate net asset value
            of shares  held in the account is less than the  required  minimum
            value of such accounts.

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

      A  shareholder's  account  will  be  credited  with  the  amount  of any
contingent  deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the  Oppenheimer  fund described in this section if the
proceeds  are  invested  in the same  Class of shares in that fund or  another
Oppenheimer fund within 90 days after redemption.
V.    Special  Sales  Charge   Arrangements   for   Shareholders   of  Certain
      Oppenheimer  Funds  Who  Were  Shareholders  of  Connecticut   Mutual
      Investment Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent  deferred sale charge rates and waivers for Class A
and Class B shares  described in the respective  Prospectus (or this Appendix)
of the  following  Oppenheimer  funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Bond Fund,
   Oppenheimer Value Fund and
   Oppenheimer Disciplined Allocation Fund
are  modified  as  described  below  for  those  Fund  shareholders  who  were
shareholders of the following  funds  (referred to as the "Former  Connecticut
Mutual  Funds")  on March 1,  1996,  when  OppenheimerFunds,  Inc.  became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account      Connecticut   Mutual   Total  Return
   Account
   Connecticut Mutual Government Securities Account   CMIA   LifeSpan    Capital
   Appreciation Account
   Connecticut Mutual Income Account      CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account      CMIA Diversified Income Account

A. Prior Class A CDSC and Class A Sales Charge Waivers.

|X|   Class A Contingent  Deferred  Sales Charge.  Certain  shareholders  of a
Fund and the other  Former  Connecticut  Mutual Funds are entitled to continue
to make  additional  purchases of Class A shares at net asset value  without a
Class A initial sales charge,  but subject to the Class A contingent  deferred
sales  charge that was in effect  prior to March 18, 1996 (the "prior  Class A
CDSC").  Under the prior  Class A CDSC,  if any of those  shares are  redeemed
within one year of purchase,  they will be assessed a 1%  contingent  deferred
sales  charge on an amount  equal to the current  market value or the original
purchase price of the shares sold,  whichever is smaller (in such redemptions,
any shares not subject to the prior Class A CDSC will be redeemed first).

      Those shareholders who are eligible for the prior Class A CDSC are:
         1) persons  whose  purchases  of Class A shares  of a Fund and  other
            Former  Connecticut  Mutual Funds were $500,000 prior to March 18,
            1996,  as a result of direct  purchases or  purchases  pursuant to
            the  Fund's   policies   on  Combined   Purchases   or  Rights  of
            Accumulation,  who still hold  those  shares in that Fund or other
            Former Connecticut Mutual Funds, and
         2) persons whose  intended  purchases  under a Statement of Intention
            entered  into prior to March 18,  1996,  with the  former  general
            distributor  of the Former  Connecticut  Mutual  Funds to purchase
            shares valued at $500,000 or more over a 13-month  period entitled
            those persons to purchase  shares at net asset value without being
            subject to the Class A initial sales charge

      Any of the  Class A shares of a Fund and the  other  Former  Connecticut
Mutual  Funds that were  purchased at net asset value prior to March 18, 1996,
remain  subject to the prior  Class A CDSC,  or if any  additional  shares are
purchased  by  those   shareholders  at  net  asset  value  pursuant  to  this
arrangement they will be subject to the prior Class A CDSC.

|X|   Class A Sales Charge  Waivers.  Additional  Class A shares of a Fund may
be purchased  without a sales charge,  by a person who was in one (or more) of
the categories  below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
         1) any purchaser,  provided the total initial amount  invested in the
            Fund or any one or more of the  Former  Connecticut  Mutual  Funds
            totaled $500,000 or more,  including  investments made pursuant to
            the  Combined  Purchases,  Statement  of  Intention  and Rights of
            Accumulation  features  available  at  the  time  of  the  initial
            purchase and such  investment  is still held in one or more of the
            Former  Connecticut  Mutual  Funds or a Fund into  which such Fund
            merged;
         2) any  participant  in a  qualified  plan,  provided  that the total
            initial  amount  invested  by the  plan in the  Fund or any one or
            more of the Former  Connecticut  Mutual Funds totaled  $500,000 or
            more;
         3) Directors   of  the  Fund  or  any  one  or  more  of  the  Former
            Connecticut Mutual Funds and members of their immediate families;
         4) employee  benefit plans sponsored by Connecticut  Mutual Financial
            Services,  L.L.C.  ("CMFS"),  the prior  distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
         5) one or more  members  of a group of at least  1,000  persons  (and
            persons  who are  retirees  from such  group)  engaged in a common
            business,  profession,  civic  or  charitable  endeavor  or  other
            activity,  and the  spouses and minor  dependent  children of such
            persons,  pursuant to a marketing  program  between  CMFS and such
            group; and
         6) an  institution  acting as a fiduciary on behalf of an  individual
            or individuals,  if such  institution was directly  compensated by
            the  individual(s)  for recommending the purchase of the shares of
            the  Fund  or any one or more  of the  Former  Connecticut  Mutual
            Funds, provided the institution had an agreement with CMFS.

      Purchases  of Class A shares  made  pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former  Connecticut  Mutual Funds described
above.

      Additionally,  Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable  annuity  contract issued in New York State
by Connecticut  Mutual Life Insurance  Company  through the Panorama  Separate
Account which is beyond the applicable  surrender  charge period and which was
used to fund a qualified plan, if that holder  exchanges the variable  annuity
contract proceeds to buy Class A shares of the Fund.

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

In addition to the waivers set forth in the  Prospectus  and in this Appendix,
above, the contingent  deferred sales charge will be waived for redemptions of
Class A and  Class B  shares  of a Fund  and  exchanges  of Class A or Class B
shares  of a Fund  into  Class A or  Class B shares  of a  Former  Connecticut
Mutual  Fund  provided  that the  Class A or Class B shares  of the Fund to be
redeemed or exchanged  were (i) acquired  prior to March 18, 1996 or (ii) were
acquired by exchange from an  Oppenheimer  fund that was a Former  Connecticut
Mutual Fund.  Additionally,  the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:
   1) by the estate of a deceased shareholder;
   2) upon the disability of a shareholder,  as defined in Section 72(m)(7) of
      the Internal Revenue Code;
   3) for   retirement   distributions   (or   loans)   to   participants   or
      beneficiaries  from retirement  plans qualified under Sections 401(a) or
      403(b)(7)of the Code, or from IRAs, deferred  compensation plans created
      under Section 457 of the Code, or other employee benefit plans;
   4) as  tax-free  returns  of excess  contributions  to such  retirement  or
      employee benefit plans;
   5) in  whole or in part,  in  connection  with  shares  sold to any  state,
      county,  or city,  or any  instrumentality,  department,  authority,  or
      agency  thereof,  that is prohibited by applicable  investment laws from
      paying a sales charge or concession  in connection  with the purchase of
      shares of any registered investment management company;
   6) in  connection  with  the  redemption  of  shares  of the  Fund due to a
      combination  with  another  investment  company  by  virtue of a merger,
      acquisition or similar reorganization transaction;
   7) in  connection  with  the  Fund's  right  to  involuntarily   redeem  or
      liquidate the Fund;
   8) in connection  with automatic  redemptions of Class A shares and Class B
      shares in certain  retirement  plan  accounts  pursuant to an  Automatic
      Withdrawal  Plan but limited to no more than 12% of the  original  value
      annually; or
   9) as  involuntary  redemptions  of shares by  operation  of law,  or under
      procedures  set forth in the Fund's  Articles  of  Incorporation,  or as
      adopted by the Board of Directors of the Fund.
VI.   Special Reduced Sales Charge for Former  Shareholders of Advance America
      Funds, Inc.
------------------------------------------------------------------------------

Shareholders of Oppenheimer  Municipal Bond Fund,  Oppenheimer U.S. Government
Trust,  Oppenheimer  Strategic Income Fund and Oppenheimer Capital Income Fund
who  acquired  (and  still  hold)  shares  of those  funds as a result  of the
reorganization   of  series  of  Advance   America  Funds,   Inc.  into  those
Oppenheimer  funds on October 18, 1991, and who held shares of Advance America
Funds,  Inc.  on March 30,  1990,  may  purchase  Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII.  Sales  Charge  Waivers  on  Purchases  of Class M Shares of  Oppenheimer
      Convertible Securities Fund
------------------------------------------------------------------------------

Oppenheimer  Convertible  Securities  Fund  (referred to as the "Fund" in this
section) may sell Class M shares at net asset value  without any initial sales
charge to the classes of investors  listed below who, prior to March 11, 1996,
owned  shares  of the  Fund's  then-existing  Class A and  were  permitted  to
purchase those shares at net asset value without sales charge:
|_|   the Manager and its affiliates,
|_|   present or former  officers,  directors,  trustees  and  employees  (and
         their  "immediate  families"  as defined in the Fund's  Statement  of
         Additional  Information) of the Fund, the Manager and its affiliates,
         and  retirement  plans  established  by them or the prior  investment
         advisor of the Fund for their employees,
|_|   registered  management  investment  companies  or  separate  accounts of
         insurance  companies  that had an  agreement  with the  Fund's  prior
         investment advisor or distributor for that purpose,
|_|   dealers or brokers that have a sales agreement with the Distributor,  if
         they purchase  shares for their own accounts or for retirement  plans
         for their employees,
|_|   employees and registered  representatives (and their spouses) of dealers
         or  brokers   described  in  the   preceding   section  or  financial
         institutions  that have  entered into sales  arrangements  with those
         dealers  or  brokers  (and  whose  identity  is  made  known  to  the
         Distributor)  or with  the  Distributor,  but  only if the  purchaser
         certifies  to the  Distributor  at the  time  of  purchase  that  the
         purchaser meets these qualifications,
|_|   dealers,  brokers,  or registered  investment  advisors that had entered
         into an agreement with the  Distributor  or the prior  distributor of
         the Fund specifically  providing for the use of Class M shares of the
         Fund  in  specific   investment  products  made  available  to  their
         clients, and
|_|   dealers,  brokers or  registered  investment  advisors  that had entered
         into an agreement with the  Distributor  or prior  distributor of the
         Fund's  shares  to  sell  shares  to  defined  contribution  employee
         retirement plans for which the dealer,  broker, or investment advisor
         provides administrative services.







Oppenheimer Emerging Growth Fund

Internet Website
      www.oppenheimerfunds.com
      ------------------------

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

Distributor

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


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

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005


      Independent Registered Public Accounting Firm

      KPMG LLP
      707 Seventeenth Street
      Denver, Colorado 80202

Legal Counsel
      Mayer, Brown, Rowe & Maw LLP
      1675 Broadway
      New York, New York 10019
1234


PX721.001.1204


--------
1 In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
2 Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
3 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
4 An "employee benefit plan" means any plan or arrangement, whether or not it
is "qualified" under the Internal Revenue Code, under which Class N shares of
an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
5 The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
6 However, that concession will not be paid on purchases of shares in amounts
of $1 million or more (including any right of accumulation) by a Retirement
Plan that pays for the purchase with the redemption proceeds of Class C
shares of one or more Oppenheimer funds held by the Plan for more than one
year.
7 This provision does not apply to IRAs.
8 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
9 The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
10 This provision does not apply to IRAs.
11 This provision does not apply to loans from 403(b)(7) custodial plans and
loans from the OppenheimerFunds-sponsored Single K retirement plan.
12 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

                       OPPENHEIMER EMERGING GROWTH FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 22. - Exhibits
-------------------

(a)   Amended  and  Restated  Declaration  of Trust  dated  August  17,  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,  Amended and Restated as of December 14, 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.


(c)   (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 February 18, 2004,  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.

      (v)  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)      (i)      Amended and Restated  Investment  Advisory  Agreement  dated
January 1, 2004: Filed herewith.

(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.

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

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

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

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

(g)   (i) Global  Custodial  Services  Agreement dated July 15, 2003,  between
Registrant  and  Citibank,  N.A.:  Previously  filed  with  the  Pre-Effective
Amendment No. 1 to the  Registration  Statement of  Oppenheimer  International
Large-Cap Core Trust (Reg. No.  333-106014),  8/5/03, and incorporated  herein
by reference.

      (ii) Amended and Restated  Foreign Custody  Manager  Agreement dated May
31, 2001, as amended July 15, 2003,  between  Registrant  and  Citibank,  N.A:
Previously  filed with the  Pre-Effective  Amendment No. 1 to the Registration
Statement  of  Oppenheimer   International  Large-Cap  Core  Trust  (Reg.  No.
333-106014), 8/5/03, and incorporated herein by reference.

(h)   Not applicable.

(i)   Opinion and Consent of Counsel dated October 31, 2000:  Previously filed
with  Registrant's  Pre-Effective  Amendment No. 3 (10/31/00) and incorporated
herein by reference.


(j)   Independent Auditors' Consent: To be Filed with Amendment.


(k)   Not applicable.

(l)   Investment Letter dated October 19, 2000 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) Amended and Restated  Service Plan and  Agreement for Class A shares
dated April 15, 2004: under rule 12b-1 of the Investment  Company Act of 1940;
filed  herewith.


      (ii) Form of  Distribution  and Service Plan and  Agreement  for Class B
shares  November  1,  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.


      (iii)  Amended  and  Restated  Service  Plan and  Agreement  for Class C
shares dated  February 18, 2004:  under rule 12b-1 of the  Investment  Company
Act of 1940; filed  herewith..


      (iv) Form of  Distribution  and Service Plan and  Agreement  for Class N
shares  October  12,  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.


(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
9/15/04:  previously  filed  with  Post-effective  Amendment  No.  24  to  the
Registration  Statement of Oppenheimer Cash Reserves Fund (Reg. No. 33-23223),
09/27/04, and incorporated herein by reference.

(o)   (i) Powers of Attorney for Brian Wixted, all Trustees/  Directors except
for Mary Miller:  Previously filed with Post-Effective Amendment No. 62 to the
Registration   Statement  of  Oppenheimer  Growth  Fund  (Reg.  No.  2-45272),
10/22/04, and incorporated herein by reference.

(ii.)   Powers  of   Attorney   for  Mary   Miller:   Previously   filed  with
Post-Effective  Amendment No. 79 to the Registration  Statement of Oppenheimer
Global  Fund  (Reg.  No.  2-31661),   11/26/04,  and  incorporated  herein  by
reference.




(p)   Amended and Restated Code of Ethics of the  Oppenheimer  Funds dated May
15, 2002 under Rule 17j-1 of the  Investment  Company Act of 1940:  Previously
filed with  Post-Effective  Amendment No. 29 to the Registration  Statement of
Oppenheimer  Discovery  Fund (Reg. No.  33-371),  11/21/02,  and  incorporated
herein by reference.


Item 23. - Persons Controlled by or Under Common Control with the Fund
----------------------------------------------------------------------


None.


Item 24. - Indemnification
--------------------------

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and Restated  Declaration of Trust filed as Exhibit 22(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 25. - 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 25(b) below.


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

---------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc.    Other Business and Connections During the Past
                               Two Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lizbeth Aaron-DiGiovanni       Formerly  Vice  President  (April 2000) and First
Vice President                 Vice  President  (2003-July  2004)  of  Citigroup
                               Global Markets Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy L. Abbuhl,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,                   Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.,  Shareholder Financial Services,  Inc., OFI
                               Private  Investments,  Inc. and Centennial  Asset
                               Management Corporation;  Senior Vice President of
                               Shareholders Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Amato,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Beck Apostolopoulos,    Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             Secretary     (since     December    2001)    of:
Vice President & Secretary     OppenheimerFunds  Distributor,  Inc.,  Centennial
                               Asset   Management    Corporation,    Oppenheimer
                               Partnership  Holdings,   Inc.,  Oppenheimer  Real
                               Asset  Management,  Inc.,  Shareholder  Financial
                               Services,  Inc.,  Shareholder Services,  Inc. and
                               OppenheimerFunds   Legacy   Program.    Secretary
                               (since   June   2003)   of:   HarbourView   Asset
                               Management Corporation,  OFI Private Investments,
                               Inc.  and  OFI  Institutional  Asset  Management,
                               Inc.  Assistant  Secretary  (since December 2001)
                               of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Baker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Connie Bechtolt,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lalit K. Behal                 Assistant Secretary of HarbourView Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Bellamy,                Assistant  Vice  President  of OFI  Institutional
Assistant Vice President       Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,              Treasurer (since October 2003) of
Vice President                 OppenheimerFunds Distributor, Inc. and
                               Centennial Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa I. Bloomberg,             Formerly First Vice President and Associate
Vice President & Associate     General Counsel of UBS Financial Services Inc.
Counsel                        (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Veronika Boesch                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antulio N. Bomfim,             A senior economist with the Federal Reserve
Vice President                 Board (June 1992-October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell,               Formerly a Portfolio Manager at Strong Financial
Vice President                 Corporation (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Borre Massick,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Boydell,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Bromberg,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joan Brunelle,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Buckmaster,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoffrey Caan,                 Formerly Vice President of ABN AMRO NA, Inc.
Vice President                 (June 2002-August 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Carroll,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Chaffee,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Chibnik,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell,                Vice President of Centennial Asset Management
Vice President                 Corporation, Shareholder Financial Services,
                               Inc. and OppenheimerFunds Legacy Program; Senior
                               Vice President of Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Cottier,                 None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lauren Coulston,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,                  None.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John M. Davis,                 Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,           Senior    Vice    President    of   OFI   Private
Vice President                 Investments,     Inc.;    Vice    President    of
                               OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Doyle,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Dvorak,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Senior Vice President and
Director of International
Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 Assistant Secretary (as of July 2004) of
Assistant Vice President       HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Farrar,               Vice President of OFI Private Investments, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Farrell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             Formerly a portfolio manager with Lashire
Vice President                 Investments (July 1999-December 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of OppenheimerFunds Distributor,
Senior Vice President;         Inc.; Director of ICI Mutual Insurance Company;
Chairman of the Rochester      Governor of St. John's College; Chairman of the
Division                       Board of Directors of International Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley G. Finkle              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Finley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jordan Hayes Foster,           Vice President of OFI Institutional Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant Vice President of OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dominic Freud,                 Formerly, a Partner and European Equity
Vice President                 Portfolio manager at SLS Management (January
                               2002-February 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan Gagliardo,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan P. Gangemi,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Seth Gelman,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip S. Gillespie           Formerly, First Vice President at Merrill Lynch
Senior Vice President          Investment Management (2001-September 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bejamin J. Gord,               Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert B. Grill,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Higgins,                Vice President of OFI Institutional Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant Vice President of OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,                  Senior Vice President (Director of the
Vice President                 International Division) (since January 2004) of
                               OFI Institutional Asset Management, Inc.;
                               Director (since June 2003) of OppenheimerFunds
                               (Asia) Limited
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Corry E. Hyer                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             Vice President of OppenheimerFunds Distributor,
Senior Vice President          Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Bridget Ireland,         Vice President (since January 2004) of
Vice President                 OppenheimerFunds Distributor Inc. Formerly,
                               Director of INVESCO Distributors Inc. (April
                               2000-December 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives,              Vice President and Assistant Secretary of
Vice President, Senior         OppenheimerFunds Distributor, Inc. and
Counsel and Assistant          Shareholder Services, Inc.; Assistant Secretary
Secretary                      of Centennial Asset Management Corporation,
                               OppenheimerFunds Legacy Program and Shareholder
                               Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,                 Senior Vice President of HarbourView Asset
Vice President                 Management Corporation and OFI Institutional
                               Asset Management, Inc.; Director of OFI Trust
                               Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Johnson,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer E. Kane,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lynn O. Keeshan,               Assistant Treasurer of OppenheimerFunds Legacy
Senior Vice President          Program
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cristina J. Keller,            Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin S. Korn,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dimitrios Kourkoulakos,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Kunz,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Lamentino,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John W. Land,                  Formerly Human Resources Manager at Goldman
Assistant Vice President       Sachs (October 2000-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Lawrence,             Formerly Assistant Vice President of
Vice President                 OppenheimerFunds, Inc. (November 2002-March
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Guy E. Leaf,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gayle Leavitt,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randy Legg,                    Formerly an associate with Dechert LLP
Assistant Vice President &     (September 1998-January 2004).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,              Senior Vice President of Shareholder Services,
Vice President                 Inc.; Vice President of Shareholder Financial
                               Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Leverenz,               Formerly, a research/technology analyst at
Vice President                 Goldman Sachs, Taiwan (May 2002-May 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Lifshey                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice President & Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran             None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,               Vice President of Shareholder Financial
Vice President                 Services, Inc. and Senior Vice President of
                               Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dongyan Ma,                    Formerly an Assistant Vice President with
Assistant Vice President       Standish Mellon Asset Management (October
                               2001-October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Madden,                   Formerly a Managing Director, Global Emerging
Vice President                 Markets Team at Pioneer Investments (November
                               2000-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Magee,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Mandzij,              Formerly Marketing Manager - Sales Force
Assistant Vice President       Marketing (March 2003-June 2004) of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Mandzij,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis          Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation and of OFI Institutional
                               Asset Management, Inc. Formerly Executive
                               Director and portfolio manager for Miller,
                               Anderson & Sherrerd, a division of Morgan
                               Stanley Investment Management (August 1993-April
                               2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko,              Assistant Secretary (as of January 2004) of
Vice President & Associate     HarbourView Asset Management Corporation,
Counsel                        OppenheimerFunds Legacy Program, OFI Private
                               Investments, Inc. and OFI Institutional Asset
                               Management, Inc. Formerly an Associate at Sidley
                               Austin Brown and Wood LLP (1995 - October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Vice President and Assistant Secretary of
Vice President                 HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,           Chairman of the Board and Director of OFI Trust
Senior Vice President          Company; Chief Executive Officer, President,
                               Senior Managing Director and Director of
                               HarbourView Asset Management Corporation and OFI
                               Institutional Asset Management, Inc.; President,
                               Chairman and Director of Trinity Investment
                               Management Corporation
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucienne Mercogliano           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Miao,                    Formerly an Associate with Sidley Austin Brown &
Assistant Vice President and   Wood LLP (September 1999 - May 2004).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Moon,                  Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Murphy,                   President and Director of Oppenheimer
Chairman, President, Chief     Acquisition Corp. and Oppenheimer Partnership
Executive Officer & Director   Holdings, Inc. Director of Centennial Asset
                               Management Corporation, OppenheimerFunds
                               Distributor, Inc.; Chairman Director of
                               Shareholder Services, Inc. and Shareholder
                               Financial Services, Inc.; President and Director
                               f OppenheimerFunds Legacy Program; Director of
                               OFI Institutional Asset Management, Inc.,
                               Trinity Investment Management Corporation,
                               Tremont Capital Management, Inc., HarbourView
                               Asset Management Corporation, OFI Private
                               Investments, Inc.; President and Director of
                               Oppenheimer Real Asset Management, Inc.;
                               Executive Vice President of Massachusetts Mutual
                               Life Insurance Company; Director of DLB
                               Acquisition Corporation; a member of the
                               Investment Company Institute's Board of
                               Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jesper Nergaard,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew O'Donnell,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John O'Hare,                   Formerly Executive Vice President and Portfolio
Vice President                 Manager (June 2000 - August 2003) at Geneva
                               Capital Management, Ltd.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Palumbo,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert H. Pemble,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori L. Penna,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marmeline Petion-Midy,
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Pfeffer,                 Senior Vice President of HarbourView Asset
Senior Vice President and      Management Corporation since February 2004.
Chief Financial Officer        Formerly, Director and Chief Financial Officer
                               at Citigroup Asset Management (February
                               2000-February 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Phillips,
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Pizzorusso,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Poiesz,                  Formerly a Senior Portfolio Manager at Merrill
Senior Vice President, Head    Lynch (October 2002-May 2004). Founding partner
of Growth Equity Investments   of RiverRock, a hedge fund product (April
                               1999-July 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey Portney,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raghaw Prasad,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Preuss,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian N. Reid,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                Formerly (until August 2002) Vaughn Rauscher
Vice President                 Chair in Financial Investments and Director,
                               Finance Institute of Southern Methodist
                               University, Texas.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Reiter,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Richardson,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacy Roth,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,                 President and Director of OppenheimerFunds
Executive Vice President       Distributor, Inc. and Centennial Asset
                               Management Corporation; Executive Vice President
                               of OFI Private Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Ruotolo,                Vice Chairman, Treasurer, Chief Financial
Executive Vice President and   Officer and Management Director of Oppenheimer
Director                       Acquisition Corp.; President and Director of
                               Shareholder Services, Inc. and Shareholder
                               Financial Services, Inc.; Director of Trinity
                               Investment Management Corporation and Director
                               of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kim Russomanno,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Ryan,                  Formerly a research analyst in the large
Vice President                 equities group at Credit Suisse Asset Management
                               (August 2001-June 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi Schadt,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott A. Schwegel,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,            Senior Vice President of OFI Private
Vice President                 Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nava Sharma,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Stevens,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregory J. Stitt,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Stricker,              Vice President of Shareholder Services, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah A. Sullivan,           Secretary of OFI Trust Company.
Assistant Vice President &
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary Sullivan,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan B. Switzer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Szilagyi,             Manager of Compliance at Berger Financial Group
Assistant Vice President       LLC (May 2001-March 2003); Director of Financial
                               Reporting and Compliance at First Data
                               Corporation (April 2003-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeaneen Terrio,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eamon Tubridy,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Uttaro,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of OppenheimerFunds Distributor,
Senior Vice President and      Inc., Centennial Asset Management Corporation
Chief Compliance Officer       and Shareholder Services, Inc. Formerly (until
                               March 2004) Vice President of OppenheimerFunds,
                               Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rene Vecka,                    Formerly Vice President of Shareholder Services,
Assistant Vice President,      Inc. (September 2000-July 2003).
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Vice President of OppenheimerFunds Distributor,
Assistant Vice President       Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Walsh,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Walters,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,               Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,         None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adam Weiner,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,                Vice President of HarbourView Asset Management
Vice President                 Corporation
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice President of HarbourView Asset Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of OppenheimerFunds International Ltd.
Senior Vice President          and OppenheimerFunds plc; Senior Vice President
                               (Managing Director of the International
                               Division) of OFI Institutional Asset Management,
                               Inc.; Director of OppenheimerFunds (Asia)
                               Limited.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.; member of the American
                               Society of Pension Actuaries (ASPA) since 1995.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Annabel Whiting,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Wilby,              None
Senior Vice President and
Senior Investment Officer,
Director of Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,                 President, Chief Executive Officer and Director
Senior Vice President          of OFI Private Investments, Inc.; Director and
                               President of OppenheimerFunds Legacy Program;
                               Senior Vice President of OppenheimerFunds
                               Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer   of   HarbourView   Asset   Management
Senior Vice President and      Corporation;    OppenheimerFunds    International
Treasurer                      Ltd.,  Oppenheimer  Partnership  Holdings,  Inc.,
                               Oppenheimer   Real   Asset   Management,    Inc.,
                               Shareholder    Services,     Inc.,    Shareholder
                               Financial    Services,    Inc.,    OFI    Private
                               Investments,   Inc.,  OFI   Institutional   Asset
                               Management,   Inc.,   OppenheimerFunds   plc  and
                               OppenheimerFunds  Legacy  Program;  Treasurer and
                               Chief  Financial  Officer  of OFI Trust  Company;
                               Assistant  Treasurer of  Oppenheimer  Acquisition
                               Corp.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol Wolf,                    Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation;  serves  on the Board of
                               the Colorado Ballet.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Wolfgruber,               Director  of Tremont  Capital  Management,  Inc.,
Executive Vice President,      HarbourView Asset Management  Corporation and OFI
Chief Investment Officer and   Institutional Asset Management,  Inc. (since June
Director                       2003)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack                 General Counsel and Director of OppenheimerFunds
Executive Vice President and   Distributor, Inc.; General Counsel of Centennial
General Counsel                Asset Management Corporation; Senior Vice
                               President and General Counsel of HarbourView
                               Asset Management Corporation and OFI
                               Institutional Asset Management, Inc.; Senior
                               Vice President, General Counsel and Director of
                               Shareholder Financial Services, Inc.,
                               Shareholder Services, Inc., OFI Private
                               Investments, Inc. and OFI Trust Company; Vice
                               President and Director of Oppenheimer
                               Partnership Holdings, Inc.; Director and
                               Assistant Secretary of OppenheimerFunds plc;
                               Secretary and General Counsel of Oppenheimer
                               Acquisition Corp.; Director and Assistant
                               Secretary of OppenheimerFunds International
                               Ltd.; Director of Oppenheimer Real Asset
                               Management, Inc. and OppenheimerFunds (Asia)
                               Limited); Vice President of OppenheimerFunds
                               Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior  Vice  President  (since  April  1999)  of
Senior Vice President          HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------



Item 26. 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 25(b)  above  (except  Oppenheimer  Multi-Sector
Income Trust) and for MassMutual Institutional Funds.


(b)   The directors and officers of the Registrant's principal underwriter
are:
---------------------------------------------------------------------------------
Name & Principal                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(1)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            None
2901B N. Lakewood Avenue
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(1)             Treasurer                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas S. Blankenship          Vice President            None
17011 Wood Bark Road
Springs, TX 77379
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David A Borrelli                Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Brennan(2)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Campbell(1)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Clayton(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert A. Coli                  Vice President            None
12 White Tail Lane
Bedminster, NJ 07921
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristi Diehl(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
N 53 27761 Bantry Road
Sussex, WI 53089-45533
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey                 Senior Vice President     None
2 Pheasant Drive
Ringoes, NJ 08551
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Fernandez                Vice President            None
1717 Richbourg Park Drive
Brentwood, TN 37027
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark J. Ferro(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding(3)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Fishel                     Vice President            None
3A Lawnwood Place, Apt. 1
Charlestown, MA 02129
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick W. Flynn (1)            Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John ("J) Fortuna(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin J. Healy(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clifford W. Heidinger           Vice President            None
111 Ipswich Road
Boxford, MA 01921
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillipe D. Hemery              Vice President            None
5 Duck Pond Lane
Ramsey, NJ 07446
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Hennessey                 Vice President            None
10206 Emerald Woods Avenue
Orlando, FL 32836
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elyse R. Jurman Herman          Vice President            None
3150 Equestrian Drive
Boca Raton, FL 33496
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson                 Vice President            None
4 Craig Street
Jericho, NY 11753
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Humble                   Vice President            None
419 Phillips Avenue
Glen Ellyn, IL 60137
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Husch(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen Ilnitzki(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Road
Scottsdale, AZ 85259
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric K. Johnson(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian G. Kelly                  Vice President            None
76 Daybreak Road
Southport, CT 06490
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue So.
Minneapolis, MN 55409
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(1)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dean Kopperud(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
P. O. Box 1313
Seahurst, WA 98062
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul R. LeMire(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric J. Liberman(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James V. Loehle                 Vice President            None
30 Wesley Hill Lane
Warwick, NY 10990
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Loncar(1)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Montana Low                     Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Lyman                     Vice President            None
7578 Massachusetts Pl
Rancho Cucamonga, CA 91730
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Malik                   Vice President            None
126 Bernard Street
San Francisco, CA 94109
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion                  Vice President            None
24 Midland Avenue
Cold Spring Harbor, NY 11724
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sandie Massaro(2)               Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Anthony P. Mazzariello          Vice President            None
8 Fairway Road
Sewickley, PA 15143
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
3812 Leland Street
Chevy Chase, MD 20815
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
9510 190th Place SE
Edmonds, WA 98020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Meister                   Vice President            None
1880 Hemlock Circle
Abinston, PA 19001
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clint Modler(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President & Trustee
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford Norford                Vice President            None
2217 Ivan Street #911
Dallas, TX 75201
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
8734 Shady Shore Drive
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit               Vice President            None
22 Fall Meadow Drive
Pittsford, NY 14534
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Puleo-Carter(2)          Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dustin Raring                   Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso                 Vice President            None
3 Vine Place
Larchmont, NY 10538
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Rath                    Vice President            None
46 Mt. Vernon Avenue
Alexandria, VA 22301
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Rentschler              Vice President            None
677 Middlesex Road
Grosse Pointe Park, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ian Roche                       Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew Rutig                   Vice President            None
199 North Street
Ridgefield, CT 06877
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Schmitt (Crockett)(2)   Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Schmitt                    Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Schories(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debbie A. Simon                 Vice President            None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Spensley                   Vice President            None
12863 Tradd Street, Apt. 1D
Carmel, IN 46032
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Stablein                 Vice President            None
2131 Dunnigan NE
Grand Rapids, MI 49525
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein                     Vice President            None
5897 NW 120th Terrace
Coral Springs, FL 33076
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss(3)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smoke House Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barrie L. Tiedemann             Vice President            None
2592 S. Belvoir Blvd.
University Heights, OH 44118
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan K.Toma                    Vice President            None
7311 W. 145th Terrace
Overland Park, KS 66223
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Vandehey(1)                Vice President            Vice President and
                                                          Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette(2)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Lediard Ward            Vice President            None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa Ward(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chris Werner(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Wilson(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Zachman(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(2)               General Counsel &         Secretary
                                Director
---------------------------------------------------------------------------------


(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623

(c)   Not applicable.


Item 27. Location of Accounts and Records
-----------------------------------------


The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 28. Management Services
----------------------------


Not applicable


Item 29. Undertakings
---------------------


Not applicable.








                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment   Company  Act  of  1940,  the  Registrant  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      day of  February   , 2005.


                        Oppenheimer Emerging Growth Fund

                        By:  /s/ John V. Murphy*
                        ----------------------------------------------
                        John V. Murphy, President,
                        Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement has been signed below by the following  persons in the capacities on
the dates indicated:

Signatures                   Title                       Date
----------                   -----                       ----

/s/ Clayton K. Yeutter*      Chairman of the

---------------------------  Board of Trustees           February  , 2005
Clayton K.Yeutter


/s/ John V. Murphy*          President, Principal
--------------------------   Executive Officer           December 18, 2003
John V. Murphy


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

/s/ Robert G. Galli*         Trustee                     February  , 2005

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


/s/ Phillip A. Griffiths*    Trustee                     February  , 2005

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


/s/ Mary F. Miller*          Trustee                     February  , 2005

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

Mary F. Miller

/s/ Joel W. Motley*          Trustee                     February  , 2005

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


/s/ Kenneth A. Randall*      Trustee                     February  , 2005

-------------------------
Kenneth A. Randall


/s/ Edward V. Regan*         Trustee                     February  , 2005

-----------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.*                            Trustee  February   ,
2005

----------------------------
Russell S. Reynolds, Jr.



*By:  /s/ Mitchell Lindauer

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

        Mitchell Lindauer, Attorney-in-Fact








                       Oppenheimer Emerging Growth Fund

                         Post-Effective Amendment No.

                     Registration Statement No. 333-44176

                                EXHIBIT INDEX
                                -------------

Exhibit No. Description
----------- -----------


22(d)(ii)   Amended and Restated  Investment  Advisory Agreement dated January
            1, 2004

22(m)(i)    Amended  and  Restated  Service  Plan and  Agreement  for  Class A
            shares   under Rule 12b-1 of the Investment Company Act of 1940.

      (iii)  Amended and Restated  Distribution and Service Plan and Agreement
            for Class C shares under Rule 12b-1 of the Investment  Company Act
            of 1940.