Prospectus

497 1 psp2002.htm PROSPECTUS Prospectus

OPPENHEIMER SELECT MANAGERS SERIES
Supplement dated March 28, 2002 to the
Prospectus dated March 28, 2002

The Prospectus is changed by adding the following section in "About Your Account - How to Buy Shares" before the
sub-section entitled "How Can You Buy Class A Shares?":

In addition to paying the dealer the regular sales concessions for sales of Class A, Class B
and Class C shares described in the Prospectus, the Distributor will pay a special concession
to A.G. Edwards & Sons, Inc. ("AGE") on purchase orders for shares of the Fund submitted from
February 1, 2002, through April 15, 2002 (the concession period), for Individual Retirement
Accounts for which AGE is the dealer of record, including OppenheimerFunds-sponsored IRAs and
AGE prototype IRAs. The concession applies to qualifying purchases of shares during the
concession period to establish new IRAs as well as to make additional contributions to existing
IRAs. The special concession does not apply to purchases intended but not yet made under a
Letter of Intent or to purchases made with the proceeds of a redemption or exchange from an
account(s) in one or more of the Oppenheimer funds. During the concession period the
Distributor will reallow to AGE the full commission on qualifying purchases of Class A shares
and will advance to AGE from the Distributor's own resources an additional 0.50% on qualifying
sales of Class B shares and 0.25% on qualifying sales of Class C shares.

March 28, 2002 PS0505.015

Oppenheimer
Select Managers

Prospectus dated March 28, 2002

Mercury Advisors S&amp;P 500 Index Fund
Mercury Advisors Focus Growth Fund
QM Active Balanced Fund
Jennison Growth Fund
Salomon Brothers Capital Fund
Gartmore Millennium Growth Fund II

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Funds'
securities nor has it determined that this Prospectus is accurate or complete. It is a criminal offense
to represent otherwise.

CONTENTS

ABOUT THE FUNDS

3 OSM - Mercury Advisors S&amp;P 500 Index Fund
9 OSM - Mercury Advisors Focus Growth Fund
14 OSM - QM Active Balanced Fund
20 OSM - Jennison Growth Fund
25 OSM - Salomon Brothers Capital Fund
30 OSM - Gartmore Millennium Growth Fund II
35 About the Funds' Investments
41 How the Funds are Managed

ABOUT YOUR ACCOUNT

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

56 Special Investor Services

AccountLink
PhoneLink

OppenheimerFunds Internet Website
Retirement Plans

58 How to Sell Shares

By Mail
By Telephone

61 How to Exchange Shares
62 Shareholder Account Rules and Policies

64 Dividends, Capital Gains and Taxes
65 Master/Feeder Structure
66 Financial Highlights

ABOUT THE FUNDS

Oppenheimer Select Managers -
Mercury Advisors S&amp;P 500 Index Fund

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund
seeks to match the performance of the Standard &amp;
Poor's 500 Composite Stock Price Index (the "S&amp;P
500") as closely as possible before the deduction of
Fund expenses.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund is a
non-diversified mutual fund series of Oppenheimer
Select Managers (referred to in this Prospectus as
the "Trust" or "OSM") that invests all of its assets
in the Master S&amp;P 500 Index Series of the
Quantitative Master Series Trust, a registered
investment company (the "Master Fund") that has the
same goals as the Fund. All investments will be made
by the Master Fund. This structure is sometimes
referred to as a "master/feeder" structure. The
Fund's investment results will correspond directly
to the investment results of the Master Fund. For
simplicity, the term "Fund" refers to the Fund
and/or the Master Fund, unless otherwise identified.
For more information on the master/feeder structure,
see "Master/Feeder Structure" on page 65.

The Fund normally invests at least 80% of
its net assets (plus borrowings for investment
purposes) in securities or other financial
instruments in, or correlated with, the S&amp;P 500. The
Fund may invest in all 500 stocks in the S&amp;P 500 in
roughly the same proportions as their weightings in
the S&amp;P 500. The Fund may also invest in a
strategically selected sample of the 500 stocks in
the S&amp;P 500 which has aggregate investment
characteristics, such as average market
capitalization and industry weightings, similar to
the S&amp;P 500 as a whole, but which involves less
transaction cost than would be incurred by
purchasing all 500 stocks. Fund Asset Management
L.P., doing business as Mercury Advisors, the
investment adviser to the Master Fund (the
"Adviser"), may also purchase stocks not included in
the S&amp;P 500 when it believes that it would be a cost
effective way of approximating the S&amp;P 500's
performance to do so. If the Adviser uses these
techniques, the Fund may not track the S&amp;P 500 as
closely as it would if it were fully replicating the
S&amp;P 500. The Fund may change the index it attempts
to match if the Adviser believes a different index
would better enable the Fund to match the
performance of the market segment represented by the
S&amp;P 500 and, accordingly, the investment objective
of the Fund may be changed without shareholder
approval.

The Fund may invest in illiquid securities,
repurchase agreements, and may engage in securities
lending. The Fund will also invest in short term
money market instruments such as cash reserves to
maintain liquidity. These instruments may include
obligations of the U.S. Government, its agencies, or
instrumentalities, highly rated bonds or comparable
unrated bonds, commercial paper, bank obligations
and repurchase agreements. To the extent the Fund
invests in short term money market instruments, it
will generally also invest in options, futures or
other derivatives in order to seek to maintain full
exposure to the S&amp;P 500. The Fund will not invest in
options, futures, other derivative instruments or
short term money market instruments in order to
lessen the Fund's exposure to common stocks as a
defensive strategy, but will instead generally
attempt to remain fully invested at all times.

The Fund may invest in derivative
instruments, and will normally invest a substantial
portion of its assets in options and futures
contracts linked to the performance of the S&amp;P 500.
Derivatives allow the Fund to increase or decrease
its exposure to the S&amp;P 500 quickly and at less cost
than buying or selling stocks. The Fund will invest
in options, futures and other derivative instruments
in order to gain market exposure quickly in the
event of subscriptions, to maintain liquidity in the
event of redemptions and to keep trading costs low.
In connection with the use of derivative
instruments, the Fund may enter into short sales in
order to adjust the weightings of particular
securities represented in a derivative to more
accurately reflect the securities' weightings in the
target index.

How Does the Fund's Adviser Decide What Securities
To Buy or Sell? The Adviser provides the day-to-day
portfolio management of the Fund's assets. The
Master Fund's portfolio manager is employed by the
Adviser. The Adviser will not attempt to buy or sell
securities based on its economic, financial or
market analysis, but will instead employ a "passive"
investment approach. This means that the Adviser
will attempt to invest in a portfolio of assets
whose performance is expected to match approximately
the performance of the S&amp;P 500 before deduction of
Fund expenses. The Adviser will buy or sell
securities only when it believes it is necessary to
do so in order to match the performance of the S&amp;P
500.

Who is the Fund Designed For? The Fund is designed
for investors who want to invest in the securities
of large U.S. companies contained in the S&amp;P 500 and
are willing to accept the risk that the value of
their investment may decline. The Fund does not seek
current income and the income from its investments
will likely be small. The Fund is not designed for
investors needing current income or preservation of
capital. Shares of the Fund are available for
purchase by retirement plans only. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's
investments are subject to changes in their value
from a number of factors, some of which are
described below. The risks described below
collectively form the risk profile of the Fund, and
can affect the value of the Fund's investments, its
investment performance and its price per share.
Particular investments and investment strategies
also have risks. These risks mean that you can lose
money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you
paid for them. There is no assurance that the Fund
or the Master Fund will achieve its investment
objective.

Selection Risk. The Fund is subject to selection
risk, which is the risk that the Fund's investments,
which may not fully mirror the index, may
underperform the stock market or other funds with
similar investment objectives and investment
strategies. The Fund will attempt to be fully
invested at all times, and will not hold a
significant portion of its assets in cash. The Fund
will generally not attempt to hedge against adverse
market movements. Therefore, the Fund might go down
in value more than other mutual funds in the event
of a general market decline. In addition, the Fund
has operating and other expenses while the S&amp;P 500
does not. As a result, while the Fund will attempt
to track the S&amp;P 500 as closely as possible, it will
tend to underperform the S&amp;P 500 to some degree over
time.

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

Risks of Derivative Investments. The Fund can use
derivatives for the management of cash balances as
well as to increase or decrease its exposure to the
S&amp;P 500 quickly. 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. Options
and futures are examples of derivatives the Fund can
use.

If the issuer of the derivative does not
pay the amount due, the Fund can lose money on the
investment. Also, the underlying security or
investment on which the derivative is based, and the
derivative itself, may not perform the way the
portfolio manager expected it to perform. If that
happens, the Fund's share prices could fall, or its
hedge might be unsuccessful. Some derivatives may be
illiquid, making it difficult to sell them quickly
at an acceptable price. The Fund has limits on the
amount of particular types of derivatives it can
hold. Using derivatives can increase the volatility
of the Fund's share prices.

Risks of Short Sales. When the Fund makes a short
sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it
made the short sale as collateral for its obligation
to deliver the security upon conclusion of the sale.
If the price of the security sold short increases
between the time of the short sale and the time the
Fund replaces the borrowed security, the Fund will
incur a loss; conversely, if the price declines, the
Fund will realize a gain. Any gain will be
decreased, and any loss increased, by transaction
costs. Although the Fund's gain is limited to the
price at which it sold the security short, its
potential loss is theoretically unlimited. If the
Fund makes short sales of securities that increase
in value, it may underperform similar mutual funds
that do not make short sales of securities they do
not own.

Risks of Non-Diversification. The Fund is
"non-diversified." That means that compared to funds
that are diversified, it can invest a greater
portion of its net assets in the securities of one
issuer, such as the Master Fund. However, the Master
Fund invests, under normal circumstances, at least
80% of its assets in securities or other financial
instruments which are contained in or correlated
with securities in the S&amp;P 500. Therefore, the
portfolio investments of the Master Fund may be
diversified.

HOW RISKY IS THE FUND OVERALL? The Master Fund
focuses its investments on the stocks of large U.S.
companies with the intent of replicating the S&amp;P 500
before deduction of fees and expenses. The price of
the Master Fund's shares can go up and down
substantially. The Master Fund does not use
income-oriented investments to help cushion the
Master Fund's total return from changes in stock
prices. The Fund invests all of its assets in shares
of the Master Fund and is therefore non-diversified.
It will therefore be vulnerable to the effects of
economic changes that affect shares of the Master
Fund. These changes can affect the value of the
Fund's price per share. In the OppenheimerFunds
spectrum, the Fund is generally more aggressive than
funds that invest in both stocks and bonds, but may
be less volatile than mid-cap stock funds.

-----------------------------------------------------
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 Performance

Because the Fund recently commenced operations,
prior performance information for a full calendar
year is not yet available. To obtain the Fund's
performance information, you can contact the
Transfer Agent at the toll-free telephone number on
the back cover of this Prospectus. Please remember
that the Fund is intended to be a long-term
investment, and that performance results are
historical, and that past performance (particularly
over a short-term period) is not predictive of
future results.

Fees and Expenses of the Fund

The Fund pays indirectly through its investment in
the Master Fund for management of its assets. The
Fund pays a variety of expenses directly for
administration, distribution of its shares and other
services. Those expenses are subtracted from the
Fund's assets to calculate the Fund's net asset
value per share. All shareholders therefore pay
those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges and account
transaction charges. 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 numbers below are based on the Fund's
expenses during its fiscal period ended December 31,
2001.

Shareholder Fees (charges paid directly from your
investment):

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

Class N ClasClass Y Shares Class B Shares Class C Shares
Shares A
Shares

-------------------------------------------------------------------- -----------
----------------------------------------------------- ----------- ------------ ------------ ------------- -----------
Maximum Sales Charge (Load) on purchases
(as % of offering price) 5.75% None None None None
----------------------------------------------------- ----------- ------------ ------------ ------------- -----------
---------------------------------- --------------------------------------------------------------------------------

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the
original offering
price or redemption proceeds)

1. A contingent deferred sales Class A Class B Class C Class N Class Y
charge may apply to redemptions Shares Shares Shares Shares Shares
of investments of $500,000 or
more of Class A shares. See "How
to Buy Shares" for details.
2. Applies to redemptions in
first year after purchase. The
contingent deferred sales charge
declines to 1% in the sixth year
and is eliminated after that.
3. Applies to shares redeemed
within twelve (12) months of
purchase.
4. Applies to shares redeemed
within eighteen (18) months of
retirement plan's first purchase
of Class N shares.

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

Management Fees 0.005% 0.005% 0.005% 0.005% 0.005%

Distribution and/or Service (12b-1) Fees 0.23% 1.00% 1.00% 0.50% N/A

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

1. ass N shares.

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

Other Expenses 1.64% 1.65% 1.64% 1.64% 384.04%

Total Annual Operating Expenses 1.875% 2.655% 2.645% 2.145% 384.045%

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

The expenses include the expenses of the Fund and the pro rata share of the expenses of the Master Fund. The
management fee listed is the fee paid by the Master Fund and incurred indirectly by this Fund. This Fund does not
pay a management fee directly to the Adviser. The Adviser has entered into a contractual arrangement with the
Master Fund to provide that the management fee for the Master Fund, when combined with administrative fees of
certain funds that invest in the Master Fund (other than this Fund), will not exceed a specific amount. As a
result of this contractual arrangement, the Adviser currently receives management fees of 0.005%. This
arrangement has a one-year term and is renewable. Absent that contractual arrangement, the management fee paid by
the Master Fund to the Adviser would be 0.05%.
The "Other Expenses" include Administration Fees paid to OppenheimerFunds, Inc. Expenses may vary in future
years. The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if
the transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these
fees to 0.25% per annum for Class Y shares and 0.35% per annum for all other classes. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the Manager. With that expense assumption
and the transfer agent waiver, "Total Annual Operating Expenses" were .995% for Class A, 1.685% for Class B,
1.765% for Class C, 1.405% for Class N and .625% for Class Y. Those voluntary undertakings may be terminated at
any time.

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: 10YYears 3 Years 5 Years

Class A Shares $2,644 $1,130 $1,530

Class B Shares $2,626 $1,125 $1,608

Class C Shares $2,978 $822 $1,403

Class N Shares $2,477 $671 $1,152

Class Y Shares $10,000 $0 $0

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

If shares are not redeemed: 10YYears1 3 Years 5 Years

Class A Shares $2,644 $1,130 $1,530

Class B Shares $2,626 $825 $1,408

Class C Shares $2,978 $822 $1,403

Class N Shares $2,477 $671 $1,152

Class Y Shares $10,000 $0 $0

------------------------------------ -------------------------------------- ------------------- -------------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There are
no sales charges on Class Y shares.

1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

Oppenheimer Select Managers -
Mercury Advisors Focus Growth Fund

What is the Fund's Investment Objective? The Fund seeks long-term capital appreciation.

What Does the Fund Mainly Invest In? The Fund is a non-diversified mutual fund that invests all of its assets in
the Master Focus Twenty Trust (the "Master Fund"), a mutual fund that has the same goals as the Fund. All
investments will be made by the Master Fund. This structure is sometimes referred to as a "master/feeder"
structure. The Fund's investment results will correspond directly to the investment results of the Master Fund.
For simplicity, the term "Fund" refers to the Fund and/or the Master Fund, unless otherwise identified. For more
information on the master/feeder structure, see "Master/Feeder Structure" on page 65.

The Fund generally invests at least 65% of its total assets in equity securities. Normally, the Fund
will invest in the common stocks of approximately twenty companies that Fund Asset Management L.P., doing
business as Mercury Advisors, the investment adviser to the Master Fund (the "Adviser"), believes have earnings
growth and capital appreciation potential. To a lesser extent, the Fund also may invest in preferred stock,
convertible securities, warrants and rights to subscribe to common stock of those companies.

How Does the Adviser Decide What Securities To Buy or Sell? The Adviser provides the day-to-day portfolio
management of the Fund's assets. In selecting securities for the Fund, the Adviser analyzes the overall
investment opportunities and risks in different market sectors and industries. Using a bottom-up approach, the
Adviser looks for companies with growth characteristics such as positive earnings surprises, positive revisions
in their earnings estimates, and accelerating sales and earnings growth, and evaluates the quality of the
company's earnings. The Adviser focuses primarily on earnings growth in determining which securities to buy and
when to sell them for the Fund. The Adviser will emphasize investment in common stocks of companies with large
stock market capitalizations (greater than $5 billion).

Who Is the Fund Designed For? The Fund is designed primarily for investors seeking capital appreciation in their
investment over the long term. Those investors should be willing to assume the greater risks of short-term share
price fluctuations that are typical for a fund seeking long-term capital appreciation. The Fund does not seek
current income and is not designed for investors needing current income or preservation of capital. Because of
its focus on long-term capital appreciation, 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 in stocks are subject to changes in their value
from a number of factors described below. There is also the risk that poor security selection by the Adviser will
cause the Fund to underperform other funds having a similar objective.

The risks described below can affect the value of the Fund's investments, its investment performance and
its price per share. Particular investments and investment strategies also have risks. These risks mean that you
can lose money by investing in the Fund. When you redeem your shares, they may be worth more or less than what
you paid for them. There is no assurance that the Fund or the Master Fund will achieve its investment 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, the value of the Fund's portfolio will be affected by
changes in the stock markets in which it invests. Market risk will affect the Fund's net asset value per share,
which will fluctuate as the values of the Fund's portfolio securities change. A variety of factors can affect the
price of a particular stock and the prices of individual stocks do not all move in the same direction uniformly
or at the same time. Different stock markets may behave differently from each other.

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.

Selection Risk. The Fund is subject to selection risk, which is the risk that the Fund's investments may
underperform the stock market or other funds with similar investment objectives and investment strategies.

Risks of Derivative Investments. The Fund can use derivatives for the management of cash balances as well as to
increase or decrease its exposure quickly. 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. Options and
futures are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the derivative is based, and the derivative itself, may not
perform the way the portfolio manager expected it to perform. If that happens, the Fund's share prices could
fall, or its hedge might be unsuccessful. Some derivatives may be illiquid, making it difficult to value them or
sell them quickly at an acceptable price. The Fund has limits on the amount of particular types of derivatives it
can hold. Using derivatives can increase the volatility of the Fund's share prices.

Risks of Non-Diversification. The Fund is "non-diversified." That means that compared to funds that are
diversified, it can invest a greater portion of its assets in the securities of one issuer. Having a higher
percentage of its assets invested in the securities of fewer issuers could result in greater fluctuations of the
Fund's share prices due to events affecting a particular issuer.

HOW RISKY IS THE FUND OVERALL? In the short term, the stock markets can be volatile, and the price of the Fund's
shares can go up and down substantially. Growth stocks may be more volatile than other equity investments. The
Master Fund generally does not use income-oriented investments to help cushion its total return from changes in
stock prices. The Master Fund focuses its investments in a limited number of issuers. By concentrating in a
smaller number of investments, the Master Fund's and the Fund's risk is increased because each investment has a
greater effect on the Master Fund's and the Fund's performance. The Fund invests all of its assets in shares of
the Master Fund and is therefore non-diversified. It will therefore be vulnerable to the effects of market and
economic changes that affect the Master Fund. These changes can affect the value of the Fund's price per share.
In the OppenheimerFunds spectrum, the Fund is generally more aggressive than funds that invest in both stocks and
bonds or in investment grade debt securities.

-------------------------------------------------------------------------------------------------------------------
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 Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. To obtain the Fund's performance information, you can contact the Transfer Agent at the toll-free
telephone number on the back cover of this Prospectus. Please remember that the Fund is intended to be a
long-term investment, and that performance results are historical, and that past performance (particularly over a
short-term period) is not predictive of future results.

Fees and Expenses of the Fund

The Fund pays indirectly through its investment in the Master Fund for management of its assets. The Fund pays a
variety of expenses directly for administration, distribution of its shares and other services. Those expenses
are subtracted from the Fund's assets to calculate the Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other expenses directly, such as sales charges and
account transaction charges. 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 numbers below are based on the Fund's expenses during its
fiscal period ended November 30, 2001.

Shareholder Fees (charges paid directly from your investment):

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

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares

---------------------------------- ------------ ------------------------------------------------------- -----------
----------------------------------------------------- ----------- ------------ ------------ ------------- -----------
Maximum Sales Charge (Load) on purchases
(as % of offering price) 5.75% None None None None
----------------------------------------------------- ----------- ------------ ------------ ------------- -----------
---------------------------------- ------------ ------------------------------------------------------- -----------

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the
original offering
price or redemption proceeds)

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

1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000 for
certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in
the sixth year and is eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase of Class N shares.

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

---------------------------------------------- ------------- ------------- ------------- ------------ --------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
---------------------------------------------- ------------- ------------- ------------- ------------ --------------
---------------------------------------------- ------------- ------------- ------------- ------------ --------------
Management Fees 0.60% 0.60% 0.60% 0.60% 0.60%
---------------------------------------------- ------------- ------------- ------------- ------------ --------------
------------------------------------- ----------------------------------------------------------------------------

Distribution and/or Service (12b-1) 0.21% 1.00% 1.00% 0.50% N/A
Fees

Other Expenses 3.78% 3.78% 3.79% 3.51% 503.44%

Total Annual Operating Expenses 4.59% 5.38% 5.39% 4.61% 504.04%

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

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

If shares are redeemed: 10YYears 3 Years 5 Years

Class A Shares $4,991 $1,881 $2,760

Class B Shares $5,001 $1,905 $2,865

Class C Shares $5,286 $1,608 $2,669

Class N Shares $4,701 $1,391 $2,328

Class Y Shares $10,000 $0 $0

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

If shares are not redeemed: 10YYears1 3 Years 5 Years

Class A Shares $4,991 $1,881 $2,760

Class B Shares $5,001 $1,605 $2,665

Class C Shares $5,286 $1,608 $2,669

Class N Shares $4,701 $1,391 $2,328

Class Y Shares $10,000 $0 $0

1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

Oppenheimer Select Managers - QM Active Balanced Fund

What is the Fund's Investment Objective? The Fund seeks income and long-term growth of capital.

What Does the Fund Mainly Invest In? To seek income and long-term growth of capital, the Fund invests mainly in a
wide variety of equity securities, debt securities and money market instruments. The Fund's investments will be
actively shifted among these asset classes in order to capitalize on valuation opportunities and to maximize the
Fund's total return. The Fund also invests in other equity securities, such as non-convertible preferred stocks
and securities convertible into common stock.

Under normal market conditions, the Fund invests:
o 40% to 75% of its total assets in equity securities, including common stocks and preferred stocks of
issuers of every size - small, medium and large capitalization.
o 25% to 60% of its total assets in investment-grade debt securities.
o 0% to 35% of its total assets in money market instruments.

The Fund can invest up to 35% of its assets in foreign equity and debt securities. Up to 30% of the
Fund's assets may be used in investment techniques involving leverage, such as dollar rolls, forward rolls and
reverse repurchase agreements. The portfolio manager also may use derivatives for hedging or to improve the
Fund's returns.

How Do The Portfolio Managers Decide What Securities To Buy or Sell? The Fund's investment adviser,
OppenheimerFunds, Inc. (the "Manager") has retained The Prudential Investment Corporation (the "Subadviser") to
provide the day-to-day portfolio management of the Fund's assets. The Fund's portfolio managers are employed by
the Subadviser. In selecting securities for the Fund, the Fund's portfolio managers use a quantitative model.
They manage the stock portion of the Fund's portfolio using behavioral finance models to search for securities of
companies believed to be underpriced, while maintaining a risk profile like the Standard &amp; Poor's 500 Composite
Stock Price Index.

The portfolio managers allocate the Fund's investments among equity and debt securities after assessing
the relative values of these different types of investments under prevailing market conditions. The portfolio
might hold stocks, bonds and money market instruments in different proportions at different times. While stocks
and other equity securities are normally emphasized to seek growth of capital, the portfolio managers might buy
bonds and other fixed-income securities, instead of stocks, when they think that:
o common stocks in general appear to be overvalued,
o debt securities offer meaningful capital growth opportunities relative to common stocks, or
o it is desirable to maintain liquidity pending investment in equity securities to seek capital
growth opportunities.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking growth of capital over the long term
with the opportunity for some income. Those investors should be willing to assume the risk of short-term share
price fluctuations that are typical for a fund emphasizing equity investments. Since the Fund's income level will
fluctuate, it is not designed for investors needing an assured level of current income. Because of its primary
focus on long-term growth of capital, the Fund may be appropriate for moderately aggressive investors. Shares of
the Fund are available for purchase by retirement plans only. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

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

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

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be great.
Because the Fund normally focuses its investments in equity securities, the value of the Fund's portfolio will be
affected by changes in the stock markets in which it invests. 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. Because the Fund
can buy both U.S. and foreign stocks it could be affected by changes in domestic and foreign stock markets.

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. The Fund invests in securities of large companies and can also buy securities of small and
medium-capitalization companies, which may have more volatile stock prices than large companies.

Industry Focus. At times the Fund may increase the relative emphasis of its investments in stocks of companies in
a single industry. Stocks of issuers in a particular industry may be affected by changes in economic conditions,
or by changes in government regulations, availability of basic resources or supplies, or other events that affect
that industry more than others. To the extent that the Fund increases the emphasis of its investments in a
particular industry, its share values may fluctuate in response to events affecting that industry.

Risks of Foreign Investing. The Fund can invest in foreign securities. The Fund currently does not intend to
invest more than 25% of its net assets in foreign securities. It can buy securities of both foreign governments
and companies. While foreign securities may offer special investment opportunities, they are subject to special
risks that can reduce the Fund's share prices and returns.

The change in value of a foreign currency against the U.S. dollar will affect the U.S. dollar value of
securities denominated in that foreign currency. Currency rate changes can also affect the distributions the Fund
makes from the income it receives from foreign securities. Foreign investing can result in higher transaction and
operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign investments may be affected by exchange control
regulations, currency devaluation, 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.

INTEREST RATE RISK. The values of debt securities, including U.S. government securities, are subject to change
when prevailing interest rates change. When interest rates fall, the value of already-issued debt securities
generally rise. When interest rates rise, the values of already-issued debt securities generally fall, and they
may sell at a discount from their face amount. The magnitude of these fluctuations will often be greater for
longer-term debt securities. The Fund's share prices can go up or down when interest rates change because of the
effect of the changes on the value of the Fund's investments in debt securities.

CREDIT RISK. Debt securities are subject to credit risk. Credit risk is the risk that the issuer of a security
might not make interest and principal payments on the security as they become due. If the issuer fails to pay
interest, the Fund's income may be reduced and if the issuer fails to repay principal, the value of that security
and of the Fund's shares might fall. While the Fund's investments in U.S. Government securities are subject to
little credit risk, the Fund's other investments in debt securities are subject to risks of default. A downgrade
in an issuer's credit rating or other adverse news about an issuer can reduce a security's market value.

The Fund can invest up to 20% of its total assets in high yield, lower grade debt obligations rated
below BBB by Standard &amp; Poor's Ratings Group or Baa by Moody's Investors Service, Inc. or the equivalent rating
by another major rating service. These lower-rated obligations - also known as "junk bonds" - have a higher risk
of default and tend to be less liquid and more volatile than higher-grade obligations. The Fund also may invest
in obligations that are not rated, but that the Subadviser believes are of comparable quality to these
obligations.

HOW RISKY IS THE FUND OVERALL? In the short term, the stock markets can be volatile, and the price of the Fund's
shares can go up and down substantially. The Fund's income-oriented investments may help cushion the Fund's
total return from changes in stock prices, but fixed-income securities have their own risks and normally are not
the primary emphasis of the Fund. In the OppenheimerFunds spectrum, the Fund is more conservative than aggressive
growth stock funds, but has greater risk than investment-grade bond funds.

The Fund's Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. To obtain the Fund's performance information, you can contact the Transfer Agent at the toll-free
long-term
investment, and that performance
results are historical, and that past
performance (particularly over a
short-term period) is not predictive
of future results.

Fees and Expenses 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 expenses
directly, such as sales charges and
account transaction charges. The
following tables are meant to help you
understand the fees and expenses you
may pay if you buy and hold shares of
the Fund. The numbers below are based
on the Fund's expenses during its
year.fiscal period ended November 30,
2001.

Shareholder Fees (charges paid
directly from your investment):

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

Class Y Class B Class C Shares Class N
Shares Shares Shares

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the original
offering
price or redemption proceeds)

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

1. A contingent deferred sales charge may apply to redemptions of investments of 500,000 or more of Class A
shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in
the sixth year and is eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase of Class N shares.

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

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

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares

Management Fees 0.95% 0.95% 0.95% 0.95% 0.95%

Distribution and/or Service (12b-1) Fees 0.11% 1.00% 1.00% 0.50% N/A

Other Expenses 0.47% 0.49% 0.48% 0.49% 500.56%

Total Annual Operating Expenses 1.53% 2.44% 2.43% 1.94% 501.51%

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

The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees
to 0.25% per annum for Class Y shares and 0.35% per annum for all other classes. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the Manager. With that expense assumption
and the transfer agent waiver, "Total Annual Operating Expenses" were 1.51% for Class A, 2.17% for Class B, 2.04%
for Class C, 1.79% for Class N and 1.28% for Class Y. Those expense undertakings may be terminated at any time.

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

If shares are redeemed: 10YYears 3 Years 5 Years

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

Class A Shares $2,294 $1,031 $1,361

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

Class B Shares $2,344 $1,061 $1,501

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

Class C Shares $2,766 $758 $1,296

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

Class N Shares $2,264 $609 $1,047

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

Class Y Shares $10,000 $0 $0

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

If shares are not redeemed: 10YYears1 3 Years 5 Years

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

Class A Shares $2,294 $1,031 $1,361

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

Class B Shares $2,344 $761 $1,301

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

Class C Shares $2,766 $758 $1,296

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

Class N Shares $2,264 $609 $1,047

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

Class Y Shares $10,000 $0 $0

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

In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There are
no sales charges on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

Oppenheimer Select Managers - Jennison Growth Fund

What is the Fund's Investment Objective? The Fund seeks long-term growth of capital.

What Does the Fund Mainly Invest In? Under normal market conditions, the Fund invests at least 65% of its total
assets in equity-related securities of companies that exceed $1 billion in market capitalization and that the
portfolio managers believe have above-average growth prospects. These companies are generally considered medium
to large capitalization companies. They tend to have a unique market niche, a strong new product profile or
superior management. Equity-related securities in which the Fund primarily invests are common stocks,
non-convertible preferred stocks and convertible securities. The Fund may also invest in American Depository
Receipts ("ADRs"), warrants and rights that can be exercised to obtain stock, and real estate investment trusts.

The Fund can invest up to 20% of its assets in foreign equity securities. The Fund can invest in
investment-grade fixed-income securities, including mortgage-related securities, and U.S. government obligations
but does not generally do so. The Fund also may engage in short sales and may use derivatives for hedging or to
improve the Fund's returns.

How Do the Portfolio Managers Decide What Securities To Buy or Sell? The Fund's investment adviser,
OppenheimerFunds, Inc. (the "Manager") has retained Jennison Associates LLC (the "Subadviser" or "Jennison") to
provide the day-to-day portfolio management of the Fund's assets. The Fund's portfolio managers are employed by
the Subadviser. In selecting securities for the Fund, the Fund's portfolio managers look to invest in large
companies experiencing some or all of the following:

o above-average revenue and earnings per share growth
o strong market position
o improving profitability and distinctive attributes such as unique marketing ability
o strong research and development
o productive new product flow
o financial strength

Such companies generally trade at high prices relative to their current earnings. The portfolio managers
will consider selling or reducing a stock position when, in the opinion of the portfolio managers, the stock has
experienced a fundamental disappointment in earnings; it has reached an intermediate-term price objective and its
outlook no longer seems sufficiently promising; a relatively more attractive stock emerges; or the stock has
experienced adverse price movement.

Who Is the Fund Designed For? The Fund is designed for investors seeking long-term growth of capital. Those
investors should be willing to assume the greater risks of share price fluctuations that are typical for a growth
fund focusing on stock investments. Since the Fund does not seek income and its income from investments will
likely be small, it is not designed for investors needing current income. Because of its focus on long-term
growth of capital, the Fund may be appropriate for a portion of a retirement plan investment. This Fund is not a
complete investment program.

Main Risks of Investing in the Fund

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

The risks described below collectively form the risk profile of the Fund, and can affect the value of the
Fund's investments, its investment performance and its prices per share. These risks mean that you can lose money
by investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for
them. There is no assurance that the Fund will achieve its investment objective.

RISKS OF INVESTING IN STOCKS. Because the Fund invests primarily in common stocks of U.S. companies, the value of
the Fund's portfolio will be affected by changes in the U.S. stock markets. Market risk will affect the Fund's
net asset values per share, which will fluctuate as the values of the Fund's portfolio securities change. 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. Because the Fund can buy U.S. and foreign stocks and ADRs, it
could be affected by changes in domestic and foreign stock markets.

Risks of Foreign Investing. The Fund can invest in foreign securities and in the securities of foreign issuers in
the form of ADRs. It can buy securities of both foreign governments and companies. While foreign securities may
offer special investment opportunities, they are subject to special risks that can reduce the Fund's share prices
and returns.

The change in value of a foreign currency against the U.S. dollar will affect the U.S. dollar value of
securities denominated in that foreign currency. Currency rate changes can also affect the distributions the Fund
makes from the income it receives from foreign securities. Foreign investing can result in higher transaction and
operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other political and
economic factors. ADRs may not necessarily be denominated in the same currency as the securities into which they
may be converted.

The Fund's Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. To obtain the Fund's performance information, you can contact the Transfer Agent at the toll-free
long-term
investment, and that performance
results are historical, and that past
performance (particularly over a
short-term period) is not predictive
of future results.

Fees and Expenses 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 expenses directly, such as sales
charges and account transaction
charges. The following tables are
meant to help you understand the fees
and expenses you may pay if you buy
and hold shares of the Fund. The
numbers below are based on the Fund's
expenses during its fiscal period
ended November 30, 2001.

Shareholder Fees (charges paid
directly from your investment):

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

Class Y Class B Class C Class N
Shares Shares Shares Shares

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the original
offering
price or redemption proceeds)

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

3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase of Class N
shares.

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

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

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares

Management Fees 0.95% 0.95% 0.95% 0.95% 0.95%

Distribution and/or Service (12b-1) Fees 0.01% 1.00% 1.00% 0.50% N/A

Other Expenses 0.48% 0.50% 0.51% 0.53% 500.53%

Total Annual Operating Expenses 1.44% 2.45% 2.46% 1.98% 501.48%

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

The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees
to 0.25% per annum for Class Y shares and 0.35% per annum for all other classes. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the Manager. With that expense assumption
and the transfer agent waiver, "Total Annual Operating Expenses" were 2.24% for Class B, 2.10% for Class C, 1.71%
for Class N and 1.25% for Class Y. Those expense undertakings may be terminated at any time.

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

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

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

Class A Shares $2,200 $713 $1,004 $1,317

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

Class B Shares $2,306 $748 $1,064 $1,506

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

Class C Shares $2,796 $349 $767 $1,311

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

Class N Shares $2,306 $301 $621 $1,068

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

Class Y Shares $10,000 $10,000 $0 $0

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

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

If shares are not redeemed: 10 Years1 1 Year 3 Years 5 Years

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

Class A Shares $2,200 $713 $1,004 $1,317

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

Class B Shares $2,306 $248 $764 $1,306

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

Class C Shares $2,796 $249 $767 $1,311

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

Class N Shares $2,306 $201 $621 $1,068

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

Class Y Shares $10,000 $10,000 $0 $0

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

In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class
C or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There
are no sales charges on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

Oppenheimer Select Managers - Salomon Brothers Capital Fund

What is the Fund's Investment Objective? The Fund seeks capital appreciation.

What Does the Fund Mainly Invest In? The Fund is a non-diversified mutual fund that invests mainly in equity
securities of U.S. companies. Those companies may range in size from established large capitalization companies
(over $5 billion in market capitalization) to small capitalization companies (less than $1 billion in market
capitalization).

The Fund may invest in investment grade fixed-income securities and may invest up to 20% of its net
assets in non-convertible debt securities rated below investment grade or, if unrated, of equivalent quality as
determined by the Sub-adviser. Debt securities rated below investment grade are normally referred to as "junk
bonds". The Fund may invest without limit in convertible debt securities of any quality. The Fund may also invest
up to 20% of its assets in securities of foreign issuers.

How Do The Portfolio Managers Decide What Securities To Buy or Sell? The Fund's investment adviser,
OppenheimerFunds, Inc. (the "Manager") has retained Salomon Brothers Asset Management Inc (the "Subadviser") to
provide the day-to-day portfolio management of the Fund's assets. The Fund's portfolio managers are employed by
the Subadviser. The portfolio managers emphasize individual security selection while diversifying the Fund's
investments across industries and market sectors, which may help to reduce some risks. The portfolio managers
seek to identify those companies which offer the greatest potential for capital appreciation through careful
fundamental analysis of each company and its financial characteristics. The portfolio managers evaluate companies
of all sizes. In selecting individual companies for investment, the portfolio managers generally look for the
following:

o Share prices which appear to undervalue the company's assets or do not adequately reflect factors such
as favorable industry trends, lack of investor recognition or the short-term nature of earnings
declines.

o Special situations such as existing or possible changes in management, corporate policies,
capitalization or regulatory environment which may boost earnings or the market price of the
company's shares.

o Growth potential due to technological advances, new products or services, new methods of marketing or
production, changes in demand or other significant new developments which may enhance future
earnings.

Who Is The Fund Designed For? The Fund is designed for investors seeking capital appreciation over the long term.
Those investors should be willing to assume the risks of short-term share price fluctuations that are typical for
a fund focusing on stock investments. Since the Fund does not seek income and its income from investments will
likely be small, 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. This Fund is not a complete
investment program.

Main Risks of Investing in the Fund

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

These risks collectively form the risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its prices per share. 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.

Industry Focus. At times the Fund may increase the relative emphasis of its investments in stocks of companies in
a single industry. Stocks of issuers in a particular industry may be affected by changes in economic conditions,
changes in government regulations, availability of basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Fund increases the relative emphasis of its investments in a
particular industry, its share values may fluctuate in response to events affecting that industry.

The change in value of a foreign currency against the U.S. dollar will affect the U.S. dollar value of
securities denominated in that foreign currency. Currency rate changes can also affect the distributions the Fund
makes from the income it receives from foreign securities. Foreign investing can result in higher transaction and
operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other political and
economic factors.

Risks of Investing in Debt Securities. Debt securities, such as bonds, involve credit risk. This is the risk that
the borrower will not make timely payments of principal and interest. The degree of credit risk depends on the
issuer's financial condition and on the terms of the bonds. These securities are also subject to interest rate
risk. There is the risk that the value of the security may fall when interest rates rise. In general, the market
price of debt securities with longer maturities will go up or down more in response to changes in interest rates
than the market price of shorter term securities.

HOW RISKY IS THE FUND OVERALL? In the short term, the stock markets can be volatile, and the price of the Fund's
shares can go up and down substantially. Growth stocks may be more volatile than other equity investments. The
Fund generally does not use income-oriented investments to help cushion the Fund's total return from changes in
stock prices. The Fund focuses investments in a limited number of issuers and is non-diversified. It will
therefore be vulnerable to the effects of economic changes that affect those issuers. In the OppenheimerFunds
spectrum, the Fund is generally more aggressive than funds that invest in bonds or in investment grade debt
securities, but may be less volatile than small-cap and emerging markets stock funds.

The Fund's Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. To obtain the Fund's performance information, you can contact the Transfer Agent at the toll-free
long-term
investment, and that performance
results are historical, and that past
performance (particularly over a
short-term period) is not predictive
of future results.

Fees and Expenses 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 expenses directly, such as sales
charges and account transaction
charges. The following tables are
meant to help you understand the fees
and expenses you may pay if you buy
and hold shares of the Fund. The
numbers below are based on the Fund's
expenses during its fiscal period
ended November 30, 2001.

Shareholder Fees (charges paid
directly from your investment):

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

Class Y Class B Class C Shares Class N
Shares Shares Shares

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the original
offering
price or redemption proceeds)

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

1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000
for certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in
the sixth year and is eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase of Class N shares.

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

--------------------------------------------- ---------- ---------- ---------- ---------- ------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------- ---------- ---------- ---------- ---------- ------------
--------------------------------------------- ---------- ---------- ---------- ---------- ------------
Management Fees 1.10% 1.10% 1.10% 1.10% 1.10%
--------------------------------------------- ---------- ---------- ---------- ---------- ------------
----------------------------------------------- ---------- ---------- ---------- ---------- ------------

Distribution and/or Service (12b-1) Fees 0.06% 1.00% 1.00% 0.50% N/A

Other Expenses 0.43% 0.44% 0.45% 0.47% 500.43%

Total Annual Operating Expenses 1.59% 2.54% 2.55% 2.07% 501.53%

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

The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees
to 0.25% per annum for Class Y shares and 0.35% per annum for all other classes. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the Manager. With that expense assumption
and the transfer agent waiver, "Total Annual Operating Expenses" were 2.39% for Class B, 2.38% for Class C, 1.89%
for Class N and 1.30% for Class Y. Those expense undertakings may be terminated at any time.

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

If shares are redeemed: 10YYears 3 Years 5 Years

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

Class A Shares $2,356 $727 $1,048 $1,391

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

Class B Shares $2,428 $757 $1,091 $1,550

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

Class C Shares $2,885 $358 $794 $1,355

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

Class N Shares $2,400 $310 $649 $1,114

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

Class Y Shares $10,000 $10,000 $0 $0

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

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

If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years1

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

Class A Shares $727 $1,048 $1,391 $2,356

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

Class B Shares $257 $791 $1,350 $2,428

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

Class C Shares $258 $794 $1,355 $2,885

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

Class N Shares $210 $649 $1,114 $2,400

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

Class Y Shares $10,000 $0 $0 $10,000

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

In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class
C or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There
are no sales charges on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

Oppenheimer Select Managers -
Gartmore Millennium Growth Fund II

What is the Fund's Investment Objective? The Fund seeks long-term capital appreciation.

What Does the Fund Mainly Invest In? The Fund invests primarily in securities of growth companies that are
creating fundamental changes in the economy. Typically, these companies are characterized by new or innovative
products, services or processes, with the potential to enhance earnings growth. Growth in earnings may lead to an
increase in the price of the stock. The Fund can invest in companies of any size but primarily focuses on
securities of small to mid sized companies.

The Fund has the ability to have up to 20% of its portfolio in short positions.

How Does the Portfolio Manager Decide What Securities To Buy or Sell? The Fund's investment adviser,
OppenheimerFunds, Inc. (the "Manager") has retained Gartmore Mutual Fund Capital Trust (the "Subadviser") to
provide the day-to-day portfolio management of the Fund's assets. The Fund's portfolio managers are employed by
the Subadviser. In analyzing specific companies for possible investment, the Fund's portfolio managers ordinarily
perform an assessment of companies focusing on the following characteristics.:

o Global capacity.
o Market leadership.
o Brand and reputation.
o Management capability regarding innovation, execution and acquisition.

It generally will sell securities if the portfolio manager believes:

o the price of the security is overvalued
o the company's earnings are consistently lower than expected
o more favorable opportunities are identified

Who is the Fund Designed For? The Fund is designed primarily for investors seeking long-term capital
appreciation. 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. It is not designed for investors needing current income or
preservation of capital. Because of its focus on long-term capital appreciation, the Fund may be appropriate for
a portion of a retirement plan investment. This Fund is not a complete investment program.

Main Risks of Investing in the Fund

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

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

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be great.
Because the Fund invests primarily in common stocks, the value of the Fund's portfolio will be affected by
changes in the stock markets. Market risk will affect the Fund's net asset value per share, which will fluctuate
as the values of the Fund's portfolio securities change. A variety of factors can affect the price of a
particular stock and the prices of individual stocks do not all move in the same direction uniformly or at the
same time. Different stock markets may behave differently from each other.

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.

The change in value of a foreign currency against the U.S. dollar will affect the U.S. dollar value of
securities denominated in that foreign currency. Currency rate changes can also affect the distributions the Fund
makes from the income it receives from foreign securities. Foreign investing can result in higher transaction and
operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other political and
economic factors.

HOW RISKY IS THE FUND OVERALL? The Fund focuses its investments on equity securities of growth companies for
long-term capital appreciation, and in the short term, they can be volatile. The price of the Fund's shares can
go up and down substantially. The Fund generally does not use income-oriented investments to help cushion the
Fund's total return from changes in stock prices, except for defensive purposes. Foreign securities can be
volatile, and the price of the Fund's shares can go up and down because of events affecting foreign markets or
issuers. In the OppenheimerFunds spectrum, the Fund is an aggressive investment vehicle, designed for investors
willing to assume greater risks in the hope of achieving greater gains. In the short-term the Fund may be less
volatile than small-cap and emerging markets stock funds, but it may be subject to greater fluctuations in its
share prices than funds that emphasize large capitalization stocks, or funds that focus on both stocks and bonds.

The Fund's Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. To obtain the Fund's performance information, you can contact the Transfer Agent at the toll-free
telephone number on the back cover of this Prospectus. Please remember that the Fund is intended to be a
long-term investment, and that performance results are historical, and that past performance (particularly over a
short-term period) is not predictive of future results.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets, administration, distribution of its
shares and other services. Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset
value per share. All shareholders therefore pay those expenses indirectly. Shareholders pay other expenses
directly, such as sales charges and account transaction charges. 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 numbers below are based
on the Fund's expenses during its fiscal period ended November 30, 2001.

Shareholder Fees (charges paid directly from your investment):

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

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares

Maximum Deferred Sales Charge
(Load) None1 5%2 1%3 1%4 None
(as % of the lower of the original
offering
price or redemption proceeds)

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

1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000
for certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in
the sixth year and is eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase of Class N shares.

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

---------------------------------------------- ------------- ------------- ------------- ------------- -------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
---------------------------------------------- ------------- ------------- ------------- ------------- -------------
---------------------------------------------- ------------- ------------- ------------- ------------- -------------
Management Fees 1.20% 1.20% 1.20% 1.20% 1.20%
---------------------------------------------- ------------- ------------- ------------- ------------- -------------
----------------------------------- ------------------------------------------------------------------------------

Distribution and/or Service 0.01% 1.00% 1.00% 0.50% N/A
(12b-1) Fees

Other Expenses 0.54% 0.54% 0.56% 0.57% 500.60%

Total Annual Operating Expenses 1.75% 2.74% 2.76% 2.27% 501.80%

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

The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees
to 0.25% per annum for Class Y shares and 0.35% per annum for all other classes. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the Manager. With that expense assumption
and the transfer agent waiver, "Total Annual Operating Expenses" were 2.57% for Class B, 2.28% for Class C, 1.74%
for Class N and 1.45% for Class Y. Those expense undertakings may be terminated at any time.

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

If shares are redeemed: 10YYears 3 Years 5 Years

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

Class A Shares $2,519 $1,094 $1,469

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

Class B Shares $2,613 $1,150 $1,650

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

Class C Shares $3,090 $856 $1,459

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

Class N Shares $2,605 $709 $1,215

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

Class Y Shares $10,000 $0 $0 $10,000

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

If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years1

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

Class A Shares $2,519 $1,094 $1,469

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

Class B Shares $2,613 $850 $1,450

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

Class C Shares $3,090 $856 $1,459

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

Class N Shares $2,605 $709 $1,215

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

Class Y Shares $10,000 $0 $0 $10,000

-------------------------------------- -------------- ------------- -------------- -------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There are
no sales charges on Class Y shares.

1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically
convert to Class A shares after 6 years.

About the Funds' Investments

THE FUNDS' PRINCIPAL INVESTMENT POLICIES.

The allocation of each Fund's (except the OSM - Mercury Advisors S&amp;P 500 Index Fund) portfolio among
different investments will vary over time based on the portfolio manager's evaluation of economic and market
trends. Each Fund's portfolio might not always include all of the different types of investments described below.
The Statement of Additional Information contains more detailed information about the Funds' investment policies
and risks.

The Adviser or the Subadvisers, as the case may be, may try to reduce risks for each Fund (except the OSM
- Mercury Advisors S&amp;P 500 Index Fund) by carefully researching securities before they are purchased. Each Fund
other than OSM - Mercury Advisors Focus Growth Fund, the OSM - Mercury Advisors S&amp;P 500 Index Fund and the OSM -
Salomon Brothers Capital Fund is a diversified fund and attempts to reduce its exposure to market risks by
diversifying its investments, that is, by not holding a substantial amount of stock of any one company and by not
investing too great a percentage of the Fund's assets in any one company. Also, each Fund does not concentrate
25% or more of its assets in investments in any one industry. However, in replicating the weighting of a
particular industry in the S&amp;P 500, the OSM - Mercury Advisors S&amp;P 500 Index Fund may invest more than 25% of its
total assets in securities of issuers in that industry.

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

Stock Investments. The OSM - Mercury Advisors Focus Growth Fund, OSM - Jennison Growth Fund, OSM - Gartmore
Millennium Growth Fund II and the OSM - Salomon Brothers Capital Fund currently focus on more
established U.S. growth companies. Growth companies, for example, may be developing new products or
services, or they may be expanding into new markets for their products. Newer growth companies tend to
retain a large part of their earnings for research, development or investment in capital assets.
Therefore, they often do not tend to emphasize paying dividends and may not pay any dividends for some
time. The portfolio managers for each of these Funds look for stocks of growth companies for each Fund's
portfolio that they believe will increase in value over time.

The OSM - Mercury Advisors Focus Growth Fund and the OSM - Jennison Growth Fund do not limit their
investments to issuers in a particular market capitalization range or ranges. However, the OSM - Mercury
Advisors Focus Growth Fund currently emphasizes common stocks of large-cap issuers and the OSM -
Jennison Growth Fund currently focuses on mid cap and large cap issuers. The OSM - QM Active Balanced
Fund, the OSM - Salomon Brothers Capital Fund, and the OSM - Gartmore Millennium Growth Fund II may
invest in the common stocks of companies of every size, small, medium and large capitalization. "Market
capitalization" refers to the total market value of an issuer's common stock. The stock prices of large
cap issuers tend to be less volatile than the prices of midcap and small cap companies in the short
term, but these companies may not afford the same growth opportunities as midcap and small cap
companies.

Portfolio Turnover. A change in the securities held by each Fund is known as "portfolio turnover." Each Fund,
with the exception of the OSM - Mercury Advisors S&amp;P 500 Index Fund, may engage in short-term trading to
try to achieve its objective. Each Fund other than the OSM - Mercury Advisors S&amp;P 500 Index Fund might
have a turnover rate in excess of 100% annually, which may be considered high. Portfolio turnover
affects brokerage costs the Funds pay. Because the OSM - Mercury Advisors S&amp;P 500 Index Fund employs a
passive investment approach, it is anticipated that its portfolio turnover and trading costs will be
lower than "actively" managed funds. If a Fund realizes capital gains when it sells its portfolio
investments, it must generally pay those gains out to the shareholders, increasing non-retirement plan
or non-IRA or non-education savings plan shareholders' taxable distributions.

Cyclical Opportunities. Each Fund (other than the OSM - Mercury Advisors S&amp;P 500 Index Fund) may also seek to
take advantage of changes in the business cycle by investing in companies that are sensitive to those
changes if the respective Adviser or Subadviser believes they have growth potential. For example, when
the economy is expanding, companies in the consumer durables and technology sectors may benefit and
offer long-term growth opportunities. Other cyclical industries include insurance and forest products,
for example. Those Funds focus on seeking growth over the long term, but may seek to take tactical
advantage of short-term market movements or events affecting particular issuers or industries.

Debt Securities. The OSM - QM Active Balanced Fund, the OSM - Jennison Growth Fund and the OSM - Salomon Brothers
Capital Fund may invest in corporate bond obligations, as well as government obligations and
mortgage-related securities. The weighted average maturity of the debt securities held by the OSM - QM
Active Balanced Fund will normally be between three and thirty years. Debt securities are selected
primarily for their income possibilities and their relative emphasis in the portfolio may be greater
when the stock market is volatile. For example, when interest rates are falling, or when the credit
quality of a particular issuer is improving, the portfolio manager might buy debt securities for their
own appreciation possibilities. The Funds have no limit on the range of maturities of the debt
securities they can buy.

The SubAdvisers for the OSM - QM Active Balanced Fund, the OSM - Jennison Growth Fund and the OSM -
Salomon Brothers Capital Fund do not rely solely on ratings by rating organizations in selecting debt
securities, but also use their own judgment to evaluate particular issues as well as business and
economic factors affecting an issuer. The debt securities those Funds buy may be rated by
nationally-recognized rating organizations or they may be unrated securities assigned a rating by the
respective Sub-Adviser.

The investments in debt securities by the OSM - QM Active Balanced Fund and the OSM - Salomon Brothers
Capital Fund, including convertible securities, can be above or below investment grade in quality.
"Investment-grade" securities are those rated in the four highest rating categories by Moody's Investors
Service or other rating organizations, or, if unrated, assigned a comparable rating by the respective
Sub-Adviser. A list of the ratings definitions of the principal ratings organizations is in Appendix A
to the Statement of Additional Information.

The OSM - Mercury Advisors Focus Growth Fund may invest in investment grade, non-convertible debt
securities and U.S. Government securities of any maturity, although typically not to a significant
degree.

Debt securities, such as bonds, involve credit risk. This is the risk that the borrower will not make
timely payments of principal and interest. The degree of credit risk depends on the issuer's financial
condition and on the terms of the bonds. These securities are also subject to interest rate risk. This
is the risk that the value of the security may fall when interest rates rise. In general, the market
price of debt securities with longer maturities will go up or down more in response to changes in
interest rates than the market price of shorter term debt securities.

CAN EACH FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Trust's Board of Trustees can change
non-fundamental investment policies for each Fund without shareholder approval, although significant changes will
be described in supplements to this Prospectus. Non-fundamental policies of the OSM - Mercury Advisors S&amp;P 500
Index Fund and the OSM - Mercury Advisors Focus Growth Fund can be changed by the Board of Trustees of the Trust
or the Board of Trustees of the Master Funds without shareholder approval. Fundamental policies are those that
cannot be changed without the approval of a majority of each Fund's outstanding voting shares, as defined in the
Investment Company Act of 1940, as amended. With the exception of the OSM - Mercury Advisors S&amp;P 500 Index Fund
and the OSM - Gartmore Millennium Growth Fund II, each Fund's objective is a fundamental policy. The OSM -
Mercury Advisors S&amp;P 500 Index Fund's objective is a non-fundamental policy which may be changed at any time by
the Board of Trustees of the Trust or the Board of Trustees of the Master Fund without shareholder approval. The
OSM - Gartmore Millennium Growth Fund's objective is a non-fundamental policy which may be changed at any time by
the Trust's Board of Trustees without shareholder approval. Other investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An investment policy or technique is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, each Fund can also use some or all of the investment
techniques and strategies described below. A Fund might not always use all of the different types of techniques
and investments described below. These techniques have certain risks, although some are designed to help reduce
overall investment or market risks.

Equity Securities. While the OSM - Mercury Advisors Focus Growth Fund, OSM - Jennison Growth Fund, OSM - Salomon
Brothers Capital Fund and the OSM - Gartmore Millennium Growth Fund II emphasize investments in common
stocks, those Funds can also buy preferred stocks, warrants and securities convertible into common
stock. The Adviser or Subadviser, as the case may be, considers some convertible securities to be
"equity equivalents" because of the conversion feature and in that case their rating may have less impact
on the investment decision than in the case of other debt securities. The OSM - QM Active Balanced Fund
may also invest in non-convertible preferred stocks and convertible securities, warrants and rights. The
OSM - Jennison Growth Fund can also invest in warrants and rights that can be exercised to obtain stock.

Convertible Securities. Convertible securities are generally debt securities or preferred stocks that may be
converted into common stock. Convertible securities typically pay current income as either interest
(debt security convertible) or dividends (preferred stocks). A convertible security's value usually
reflects both the stream of current income payments and the value of the underlying common stock. The
market value of a convertible security performs like a regular debt security, that is, if market
interest rates rise, the value of a convertible security usually falls. Since it is convertible into
common stock, the convertible security also has the same types of market and issuer risk as the
underlying common stock.

Warrants. A warrant gives the Fund the right to buy a quantity of stock. The warrant specifies the amount of
underlying stock, the purchase (or "exercise") price, and the date the warrant expires. The Fund has no
obligation to exercise the warrant and buy the stock.

A warrant has value only if the Fund exercises it before it expires. If the price of the underlying
stock does not rise above the exercise price before the warrant expires, the warrant generally expires
without any value and the Fund loses any amount it paid for the warrant. Thus, investments in warrants
may involve substantially more risk than investments in common stock. Warrants may trade in the same
markets as their underlying stock, however, the price of the warrant does not necessarily move with the
price of the underlying stock.

Foreign Investing. The OSM - Jennison Growth Fund and the OSM - Salomon Brothers Capital Fund each can invest up
to 20% of its total assets in foreign equity securities of companies located in any country, including
developed countries and emerging markets. The OSM - QM Active Balanced Fund may invest up to 15% of its
total assets in foreign equity securities and up to 20% of its total assets in debt securities of
foreign issuers. The OSM - Gartmore Millennium Growth Fund II may invest without limit in foreign
securities althought it does not intend to invest more than 25% of its net assets in foreign securities.
The OSM - Mercury Advisors Focus Growth Fund may invest without limit in the securities of foreign
companies in the form of ADRs. In addition, the OSM - Mercury Advisors Focus Growth Fund may invest up
to 10% of its total assets in other forms of securities of foreign companies, including European
Depository Receipts ("EDRs") or other securities convertible into securities of foreign companies. For
purposes of these limits, the respective Advisers or Subadvisers do not consider ADR's and other similar
receipts or shares to be foreign securities.

While foreign securities may offer special investment opportunities, they also have special risks that
can reduce a Fund's share prices and income. The change in value of foreign currency against the U.S.
dollar will result in a change in the U.S. dollar value of securities denominated in that foreign
currency. Currency rate changes can also affect the distributions a Fund makes from the income it
receives from foreign securities if foreign currency values change against the U.S. dollar. Foreign
investing can result in higher transaction and operating costs for the Fund investing in them. Foreign
issuers are not subject to the same accounting and disclosure requirements that U.S. companies are
subject to. The value of foreign investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental, economic or monetary policy in the U.S. or abroad, or other
political and economic factors. The risks of investing in foreign securities are generally greater for
investments in emerging markets.

Depository Receipts. The OSM - Mercury Advisors Focus Growth Fund, OSM - QM Active Balanced Fund and OSM -
Jennison Growth Fund may invest in securities of foreign issuers in the form of Depository Receipts.
Depository Receipts involve the same risks as investing directly in foreign securities. Those risks are
discussed above under "Foreign Investing." ADRs are receipts typically issued by an American bank or
trust company that show evidence of underlying securities issued by a foreign corporation. EDRs evidence
a similar ownership arrangement. The OSM - Mercury Advisors Focus Growth Fund may also invest in
unsponsored Depository Receipts. The issuers of such unsponsored Depository Receipts are not obligated
to disclose material information in the United States. Therefore, there may be less information
available regarding such issuers and there may not be a correlation between such information and the
market value of the Depository Receipts.

Illiquid and Restricted Securities. Investments may be illiquid because of the absence of an active trading
market. If a Fund buys illiquid securities it may be unable to quickly resell them or may be able to
sell them only at a price below current value. A restricted security is one that has a contractual
restriction on its resale or which cannot be sold publicly until it is registered under the Securities
Act of 1933. Each Fund will not invest more than 15% of its net assets in illiquid or restricted
securities. That percentage limitation is not a fundamental policy. Certain restricted securities that
are eligible for resale to qualified institutional purchasers may not be subject to that limit. The
respective Adviser or Subadviser monitors holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate liquidity.

Rule 144A Securities. Rule 144A securities are restricted securities that can be resold to qualified
institutional buyers but not to the general public. Rule 144A securities may have an active trading
market, but carry the risk that the active trading market may not continue.

Securities Lending. Securities lending involves the risk that the borrower to which the Fund has loaned its
securities may not return the securities in a timely manner or at all. As a result, the Fund might
suffer costs and delay in recovering the securities it loaned. In addition, if the Fund does not get the
securities it loaned back and the value of the collateral the Fund received in return for the loaned
securities falls, the Fund could lose money.

Repurchase Agreements; Purchase and Sale Contracts. Each Fund may enter into certain types of repurchase
agreements and each Fund other than OSM - Mercury Advisors S&amp;P 500 Index Fund may enter into purchase
and sale contracts. Under a repurchase agreement, the seller agrees to repurchase a security (typically
a security issued or guaranteed by the U.S. Government) at a mutually agreed upon time and price. This
insulates the Fund from changes in the market value of the security during the period, except for
currency fluctuations. A purchase and sale contract is similar to a repurchase agreement, but purchase
and sale contracts provide that the purchaser receives any interest on the security paid during the
period. If the seller fails to repurchase the security in either situation and the market value
declines, the Fund may lose money.

Short Sales. The OSM - Gartmore Millennium Growth Fund II and the OSM - Mercury Advisors Focus Growth Fund may
invest up to 20% and 5%, respectively, of their total assets in short positions. The OSM - Mercury
Advisors S&amp;P 500 Index Fund may also invest in short positions. In selling a stock which the Fund does
not own (a short sale), the Fund may borrow the security sold short to make delivery to the buyer. The
Fund must then replace the security it has borrowed. If the price of a security sold short goes up
between the time of the short sale and the time the Fund must deliver the security to the lender, the
Fund will incur a loss. The Fund must also pay the lender of the security any dividends or interest
accrued during the period of the loan.

Derivative Investments. Each Fund can invest in a number of different kinds of "derivative" investments. Options,
futures contracts, structured notes such as indexed securities or inverse securities, CMOs and hedging
instruments are "derivative instruments" the Funds can use. In addition to using derivatives for
hedging, including anticipatory hedging for the OSM - Mercury Advisors Focus Growth Fund and OSM -
Mercury Advisors S&amp;P 500 Index Fund, a Fund might use other derivative investments because they offer
the potential for increased income and principal value. The Funds are not required to use derivative
investments in seeking their objective.

Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund
can lose money on the investment. The underlying security or investment on which the derivative is
based, and the derivative itself, may not perform the way the Adviser or Subadviser expected it to
perform. As a result of these risks a Fund could realize less principal or income from the investment
than expected or its hedge might be unsuccessful. If that happens, the Fund's share prices could fall.
Certain derivative investments held by a Fund may be illiquid.

Certain types of investments or trading strategies (such as borrowing money to increase the amount of
investment) may be subject to leverage risk. This means a relatively small market movement may result in
large changes in the value of an investment. Certain investments or trading strategies that involve
leverage can result in losses that greatly exceed the amount originally invested. Derivatives may be
difficult or impossible to sell at the time that the seller would like or at the price that the seller
believes the security is currently worth.

Hedging. Each Fund can buy and sell certain kinds of futures contracts, put and call options. In addition, the
OSM - Mercury Advisors Focus Growth Fund, the OSM - Jennison Growth Fund, the OSM - QM Active Balanced
Fund, the OSM - Salomon Brothers Capital Fund and the OSM - Gartmore Millennium Growth Fund II may enter
into forward contracts. The OSM - Mercury Advisors Focus Growth Fund and the OSM - Salomon Brothers
Capital Fund may invest in swaps. These are all referred to as "hedging instruments." The Funds do not
use hedging instruments for speculative purposes. Each Fund 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 a Fund's portfolio against price fluctuations. Other
hedging strategies, such as buying futures and call options, could increase a Fund's exposure to the
securities market. Forward contracts can be used to try to manage foreign currency risks on the OSM -
Jennison Growth Fund's and OSM - Mercury Advisors Focus Growth Fund's foreign investments. Foreign
currency options can be used to try to protect against declines in the dollar value of foreign
securities the OSM - Jennison Growth Fund, the OSM - Gartmore Millennium Growth Fund II or the OSM -
Mercury Advisors Focus Growth Fund owns, or to protect against an increase in the dollar cost of buying
foreign securities.

There are also special risks in particular hedging strategies. Options trading involves the payment of
premiums and has special tax effects on a Fund. If the Adviser or Sub-Adviser used a hedging instrument
at the wrong time or judged market conditions incorrectly, the hedge might fail and the strategy could
reduce the respective Fund's return. Each Fund could also experience losses if the prices of its futures
and options positions were not correlated with its other investments or if it could not close out a
position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of unstable or adverse market or economic conditions, the
OSM - Mercury Advisors Focus Growth Fund, OSM - QM Active Balanced Fund, OSM - Jennison Growth Fund, OSM
- Salomon Brothers Capital Fund, and the OSM - Gartmore Millennium Growth Fund II 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, repurchase agreements, or purchase
and sales contracts. They could include other investment grade debt securities. The Funds can also
invest in such short-term securities for cash management purposes. To the extent a Fund invests in these
securities, either defensively or for cash management purposes, the Fund's positions may be inconsistent
with its principal investment strategies and the Fund might not achieve its investment objective.

How the Funds Are Managed

OppenheimerFunds, Inc. supervises the investment program and handles the day-to-day administrative business of
the OSM - QM Active Balanced Fund, OSM - Jennison Growth Fund, OSM - Salomon Brothers Capital Fund and OSM -
Gartmore Millennium Growth Fund II. OppenheimerFunds, Inc. carries out its duties, subject to the policies
established by the Trust's Board of Trustees, under an investment advisory agreement that states
OppenheimerFunds, Inc.'s responsibilities. The agreement sets the fees each Fund pays to OppenheimerFunds, Inc.
and describes the expenses that each Fund is responsible to pay to conduct its business.

OppenheimerFunds, Inc. also selects, contracts with and compensates sub-advisers to manage the
investment and reinvestment of the assets of those Funds of the Trust. OppenheimerFunds, Inc. does not manage any
of the Funds' portfolio assets. OppenheimerFunds, Inc. also (i) monitors the compliance of the Adviser or
Subadvisers with the investment objectives and related policies of each Fund, (ii) reviews the performance of the
Sub-advisers and (iii) reports periodically on such performance to the Trustees of the Trust.

The Trust and OppenheimerFunds, Inc. have applied for an order from the Securities and Exchange
Commission to permit OppenheimerFunds, Inc. to appoint a Subadviser or change the terms of a Subadvisory
Agreement for a subadvised Fund without first obtaining shareholder approval. If the order is received, the Trust
will be able to change subadvisers or the fees paid to subadvisers from time to time without the expense and
delays associated with obtaining shareholder approval of the change.

OppenheimerFunds, Inc. has been an investment adviser since January 1960. OppenheimerFunds, Inc.
(including affiliates) managed assets of more than $120 billion at December 31, 2001, including other Oppenheimer
funds with more than 6.3 million shareholder accounts. OppenheimerFunds, Inc. is located at 498 Seventh Avenue,
10th Floor, New York, New York 10018.

OppenheimerFunds, Inc. has entered into an Administration Agreement with the Trust on behalf of the OSM
- Mercury Advisors S&amp;P 500 Index Fund and the OSM - Mercury Advisors Focus Growth Fund whereby OppenheimerFunds,
Inc. will maintain certain books and records on behalf of those Funds and prepare certain reports.
OppenheimerFunds, Inc. shall also be responsible for filing with the Securities and Exchange Commission and any
state securities regulators certain disclosure documents. Under the Agreement, each Fund pays an Administration
Fee to OppenheimerFunds, Inc. of 0.50% of the average annual net assets of each such Fund.

Fund Asset Management, L.P., doing business as Mercury Advisors (the "Adviser"), has entered into a
sub-administration agreement with OppenheimerFunds, Inc. Under that agreement, the Adviser maintains certain
books and records and prepares certain reports on behalf of the OSM - Mercury Advisors S&amp;P 500 Index Fund and the
OSM - Mercury Advisors Focus Growth Fund.
OppenheimerFunds, Inc. has also entered into an investment advisory agreement similar to those described
above, with the Trust on behalf of the OSM - Mercury Advisors S&amp;P 500 Index Fund and the OSM - Mercury Advisors
Focus Growth Fund. If the Board determines that the assets of the OSM - Mercury Advisors S&amp;P 500 Index Fund or
the OSM - Mercury Advisors Focus Growth Fund should not be invested exclusively in the applicable Master Fund, or
if either Fund's ability to invest in the applicable Master Fund is terminated, then OppenheimerFunds, Inc. will
assume the role of adviser to those Funds under that investment advisory agreement. Under that agreement, the OSM
- Mercury Advisors S&amp;P 500 Index Fund would pay to OppenheimerFunds, Inc. an advisory fee of 0.55% on an annual
basis and the OSM - Mercury Advisors Focus Growth Fund would pay an advisory fee of 1.10% on an annual basis. If
OppenheimerFunds, Inc. assumes the role of adviser for OSM - Mercury Advisors Focus Growth Fund or OSM - Mercury
Advisors S&amp;P 500 Index Fund, the administration and sub-administration arrangements with respect to the
applicable Fund will be terminated since administrative services would be provided through the investment
advisory agreements.

The Adviser supervises the investment program and handles the day-to-day business of the Master S&amp;P 500
Index Series of the Quantitative Master Series Trust and the Master Focus Twenty Trust, the Master Funds in which
the OSM - Mercury Advisors S&amp;P 500 Index Fund and the OSM - Mercury Advisors Focus Growth Fund, respectively,
invest. The Adviser carries out its duties, subject to the policies established by the Board of Trustees of the
applicable Master Fund, under an investment advisory agreement with the Master Fund that states the Adviser's
responsibilities. Such agreement sets the fees the Master Fund pays to the Adviser, and describes the expenses
that the Master Fund is responsible to pay to conduct its business. The Adviser has entered into a contractual
arrangement that provides that the mangement fee for the Master S&amp;P 500 Index Series, when combined with
administrative fees of certain funds that invest in the applicable Master Fund (excluding the OSM - Mercury
Advisors S&amp;P 500 Index Fund), will not exceed the annual rate of 0.005% of the average daily net assets of the
Master Fund. Absent such contractual arrangement, the management fee payable by the Master S&amp;P 500 Index Series
would be at the annual rate of 0.05%. The Master Focus Twenty Trust pays the Adviser a management fee at the
annual rate of 0.60% of its average daily net assets. The fees and expenses which each Master Fund pays,
including the management fee it pays to the Adviser, are passed directly through to the relevant Fund in
proportion to the number of shares of the Master Fund owned by that Fund.

The Adviser was organized as an investment adviser in 1977 and offers investment advisory services to
more than 50 registered investment companies. The Adviser and its advisory affiliates had approximately $517
billion in investment company and other portfolio assets under management as of January 2002.

The OSM - Mercury Advisors S&amp;P 500 Index Fund is managed by a team of investment professionals who are employed
by Mercury Advisors.

The portfolio manager for the OSM - Mercury Advisors Focus Growth Fund is Michael S. Hahn. Mr. Hahn has
been Portfolio Manager of the Master Fund and of OSM - Mercury Advisors Focus Growth Fund since November 6, 2001
and has been an Associate Portfolio Manager of Merrill Lynch Investment Managers since 1999. Mr. Hahn was a
portfolio manager and analyst for the PBHG family of mutual funds from 1996 to 1999.

Advisory Fees. Under each Fund's investment advisory agreement (other than OSM - Mercury Advisors S&amp;P 500 Index
Fund and OSM - Mercury Advisors Focus Growth Fund), each Fund pays OppenheimerFunds, Inc. (the
"Manager") an Advisory fee at an annual rate that declines on additional assets as the Fund grows. The
advisory fees are as follows:

Fund Advisory Fee
---- ------------

OSM - QM Active Balanced Fund 0.95% of the first $300 million of average
annual net assets of the Fund and 0.90% of
average annual net assets in excess of $300 million.

OSM - Jennison Growth Fund 0.95% of the first $300 million of average
annual net assets of the Fund and 0.90% of
average annual net assets in excess of $300 million.

OSM - Salomon Brothers Capital Fund 1.10% of the first $100 million of average
annual net assets of the Fund and 1.00% of
average annual net assets in excess of $100 million.

OSM - Gartmore Millennium Growth 1.20% of the first $400 million of average
Fund II annual net assets of the Fund, 1.10% of the

next $400 million, and 1.00% of average annual
net assets in excess of $800 million.

The SubAdvisers. The Manager has retained Jennison Associates LLC ("Jennison") as the Subadviser to provide the
day-to-day portfolio management of the OSM - Jennison Growth Fund. Jennison is located at 466 Lexington
Avenue, New York, NY 10017. Jennison is a direct, wholly-owned subsidiary of Prudential Investment
Management, Inc., formerly known as The Prudential Investment Corporation, which is a direct,
wholly-owned subsidiary of Prudential Asset Management Holding Company, which is a direct, wholly-owned
subsidiary of Prudential Financial, Inc. Jennison has served as an investment adviser since 1969 and has
advised investment companies since 1990. As of December 31, 2001, Jennison advised accounts having
assets in excess of $62 billion. The Manager, not the Fund, pays Jennison an annual fee based on the
Fund's average annual net assets.

The OSM - Jennison Growth Fund's portfolio managers, Spiros "Sig" Segalas, Kathleen McCarragher and
Michael Del Balso, are employed by Jennison and are the persons primarily responsible for the selection
of the Fund's portfolio securities.

Mr. Segalas has been in the investment business for over forty-one years and has managed equity
portfolios for investment companies since 1990. Mr. Segalas is a Founding Member, Director, President
and Chief Investment Officer of Jennison. Mr. Segalas received his B.A. from Princeton University.

Ms. McCarragher is a Director and Executive Vice President of Jennison, and serves as Jennison's
Domestic Equity Investment Strategist. She joined Jennison in 1998 after a seventeen year investment
career, including positions at Weiss, Peck &amp; Greer L.L.C. (1992 to 1998) as a portfolio manager and
State Street Research and Management Co., where she was a member of the Investment Committee. She
received her B.B.A. from the University of Wisconsin and her M.B.A. from Harvard University.

Mr. Del Balso is a Director and Executive Vice President of Jennison, where he has been part of the
investment team since 1972. He received his B.A. from Yale University and his M.B.A. from Columbia
University.

The Manager has retained The Prudential Investment Corporation ("Prudential Investments") as the
Subadviser to provide the day-to-day portfolio management of the OSM - QM Active Balanced Fund.
Prudential Investments is located at Prudential Plaza, 751 Broad Street, Newark, NJ 07102. Prudential
Investments has served as an investment adviser to investment companies since 1984, and as of December
31, 2001, had approximately $300 billion in assets under management. The Manager, not the Fund, pays
Prudential Investments an annual fee based on the Fund's average annual net assets.

The portfolio managers for the QM Active Balanced Fund are Michael Lenarcic and John Van Belle. They
became the Fund's portfolio managers on February 8, 2002. They are employed by Prudential Investments
and are the persons primarily responsible for the selection of the Fund's securities. Mr. Lenarcic and
Mr. Van Belle are Managing Directors of Prudential Investments Quantitative Management, a unit of
Prudential Investments. Mr. Lenarcic is a member of Prudential Investments' Balanced Portfolio
Management Team. Mr. Van Belle is a member of Prudential Investments International Asset Allocation
Team.

The Manager has retained Salomon Brothers Asset Management Inc ("Salomon Brothers") as the Subadviser to
provide the day-to-day portfolio management of the OSM - Salomon Brothers Capital Fund. Salomon Brothers
is located at 388 Greenwich Street, New York, New York 10048. It is a wholly-owned subsidiary of Salomon
Smith Barney Holdings Inc., which in turn is a wholly-owned subsidiary of Citigroup, Inc. Salomon
Brothers has served as an investment adviser to investment companies since 1987, and as of December 31,
2001, Salomon Brothers and its affiliates managed approximately $31.5 billion of assets. The Manager,
not the Fund, pays Salomon Brothers an annual fee based on the Fund's average annual net assets.

The Fund's portfolio managers, John G. Goode and Peter J. Hable, are employed by Salomon Brothers and
are the persons primarily responsible for the selection of the Fund's portfolio securities. Mr. Goode
has been employed by Citigroup, Inc. since 1969 and has 32 years of securities business experience. Mr.
Hable has been employed by Citigroup, Inc. since 1983 and has 18 years of securities business
experience. Together Messrs. Goode and Hable manage $11.2 billion in variable annuity, mutual fund and
managed account assets as of February 28, 2002.

The Manager has retained Gartmore Mutual Fund Capital Trust ("GMFCT") as the Subadviser to provide the
day-to-day portfolio management of the OSM - Gartmore Millennium Growth Fund II. GMFCT is located at
1200 River Road, Conshohocken, PA 19428.

GMFCT has served as an investment adviser to investment companies since 1999, and as of December 31,
2001, GMFCT and its affiliates and predecessors had approximately $26 billion in assets under
management. The Manager, not the Fund, pays GMFCT an annual fee based on the Fund's average annual net
assets.

The Fund's portfolio managers, Aaron Harris (since inception) and Nick Ford (since October 1, 2001), are employed
by GMFCT and are the persons primarily responsible for the selection of the OSM - Gartmore Millennium
Growth Fund's portfolio securities. Mr. Harris joined GMFCT in April 2000. Prior to joining GMFCT, Mr.
Harris was a portfolio manager, managing portions of several portfolios for Nicholas Applegate Capital
Management. Mr. Harris manages funds similar to the OSM - Gartmore Millennium Growth Fund II and other
global technology funds. Mr. Ford joined GMFCT in 1998, serving as an investment manager on the U.S.
equity team. Prior to joining GMFCT, Mr. Ford served as the director of U.S. equities at Clerical
Medical Investment Group in London. From 1995 to 1996, Mr. Ford was a U.S. equities fund manager for Sun
Alliance Investment Management.

A B O U T Y O U R A C C O U N T

How to Buy Shares

HOW DO YOU 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.

HOW ARE SHARES PURCHASED? Shares of the OSM - Mercury Advisors S&amp;P 500 Index Fund and the OSM - QM Active
Balanced Fund are offered for sale only to retirement plans. Shares of the other Funds may be purchased by
retirement plans and non-retirement plan investors alike. A retirement plan can buy shares several ways as
described below. References in this prospectus to "you" or "your" apply to the retirement plan sponsor, or
account owner in the case of an IRA or 403(b) account. The Funds' Distributor, OppenheimerFunds Distributor,
Inc., may appoint certain servicing agents to accept purchase (and redemption) orders. The Distributor, in its
sole discretion, may reject any purchase order for the Funds' shares.

Participants in a qualified retirement plan (e.g., 401(k), profit-sharing plan or money purchase pension
plan) should note that shares of the Funds are purchased on their behalf by the plan's administrator in
accordance with the respective plan's provisions. Plan participants should contact their Plan administrator to
find out how to instruct the Plan to buy shares of the Funds for their account. It is the responsibility of the
Plan administrator or other Plan service provider to forward purchase instructions to the Fund's Distributor. In
the case of qualified plans, the following explanation of how to purchase Fund shares is intended for Plan
administrators and Plan service providers.

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that
has a sales agreement with the Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account Application and return it with a
check payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act as your agent in buying the
shares. However, we recommend that you discuss your investment with a financial advisor before you make
a purchase to be sure that the Fund is appropriate for you.
Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds
wire. The minimum investment is $2,500. Before sending a wire, call the Distributor's Wire Department at
1.800.525.7048 to notify the Distributor of the wire and to receive further instructions.
Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic funds
transfers from your bank account. Shares are purchased for your account by a transfer of money from your
bank account through the Automated Clearing House (ACH) system. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink," below for more details.
Buying Shares Through Asset Builder Plans. You may purchase shares of a Fundo (and up to four
other Oppenheimer funds) 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.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced minimum investments under special investment
plans.

With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and militaryo allotment plans, you
can make initial and subsequent investments for as little as $25. You can make additional purchases of
at least $25 through AccountLink.

Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start your
account with as little as $250. If your IRA is started as an Asset Builder Plan, the $25 minimum
applies. Additional purchases may be for as little as $25.

The minimum investment requirement does not apply to reinvesting dividends from a 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 and sends it to
the Distributor.

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

The net asset value per share is determined by dividing the value of a Fund's net assets attributable to a class
by the number of shares of that class that are outstanding. To determine net asset value, the Fund's Board of
Trustees has established procedures to value each Fund's securities, in general, based on market value. The Board
has adopted special procedures for valuing illiquid and restricted securities and obligations for which market
values cannot be readily obtained. Because some foreign securities trade in markets and on exchanges that operate

on weekends and U.S. holidays, the values of some of a Fund's foreign investments may change on days
when investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by a Fund is traded, and before the
time the Fund's securities are priced that day, an event occurs that the Manager or the Adviser deems
likely to cause a material change in the value of such security, the Fund's Board of Trustees has
authorized the Manager or the Adviser, as applicable, subject to the Board's review, to ascertain a fair
value for such security.

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 of day The New York Stock Exchange closes that day.
If your order is received on a day when the Exchange is closed or after it has closed, the order will
receive the next offering price that is determined after your order is received.

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

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

WHAT CLASSES OF SHARES DOES THE FUND OFFER? Each 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 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.

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. Each 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 each Fund is meant to be a long-term investment, if you have a
relatively short-term investment horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares rather than Class B shares.
That is because of the effect of the Class B contingent deferred sales charge if you redeem within 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.

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

Investing for the Longer Term. If you are investing less than $100,000 for the longer-term, for example for
retirement, and do not expect to need access to your money for seven years or more, Class B shares may
be appropriate.

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

Additionally, the dividends payable to Class B, Class C and Class N shareholders will be reduced by the
additional expenses borne by those classes that are not borne by Class A or Class Y shares, such as the
Class B, Class C and Class N asset-based sales charge described below and in the Statement of Additional
Information. Share certificates are only available on Class A shares. If you are considering using your
shares as collateral for a loan, that may be a factor to consider.

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

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix C 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 each 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 the special conditions apply.

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

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

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

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

Less than $25,000 5.75% 6.10% 4.75%

$25,000 or more but less than 5.50% 5.82% 4.75%
$50,000

$50,000 or more but less than 4.75% 4.99% 4.00%
$100,000

$100,000 or more but less 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 than $1 2.00% 2.04% 1.60%
million

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

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates
under the Fund's "Right of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges"
in the Statement of Additional Information.
Class A Contingent Deferred Sales Charge. There is no initial sales charge on purchases of Class A shares of any
one or more of the Oppenheimer funds aggregating $1 million or more, or for certain purchases by
particular types of retirement plans that were permitted to purchase such shares prior to March 1, 2001
("grandfathered retirement accounts"). Retirement plans are not permitted to make initial purchases of
Class A shares subject to a contingent deferred sales charge. The Distributor pays dealers of record
concessions in an amount equal to 1.0% of purchases of $1 million or more other than by grandfathered
retirement accounts. For grandfathered retirement accounts, the concession is 1.0% of the first $2.5
million, plus 0.50% of the next $2.5 million, plus 0.25% of purchases over $5 million, calculated on a
calendar year basis. In either case, the concession will not be paid on purchases of shares by exchange
or that were previously subject to a front-end sales charge and dealer concession.

If you redeem any of those shares within an 18-month "holding period" measured from the beginning of the
calendar month of their purchase, a contingent deferred sales charge (called the "Class A contingent
deferred sales charge") may be deducted from the redemption proceeds. That sales charge will be equal to
1.0% of the lesser of:

o the aggregate net asset value of the redeemed shares at the time of redemption (excluding shares
purchased by reinvestment of dividends or capital gain distributions) or
o the original net asset value of the redeemed shares.

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

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

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

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

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

Years Since Beginning of Month in Which Purchase Order was Contingent Deferred Sales Charge on Redemptions in That
Accepted 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%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
6 and following 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 only through 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 through group
retirement plans (which do not include IRAs and 403(b) plans) that have assets of $500,000 or more or 100 or more
eligible participants. See "Availability of Class N shares" in the Statement of Additional Information for other
circumstances where Class N shares are available for purchase.

A contingent deferred sales charge of 1.0% will be imposed upon the redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all Oppenheimer funds are terminated as an
investment option of the plan and Class N shares are redeemed within 18 months after the plan's first
purchase of Class N shares of any Oppenheimer fund, or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18 months of the plan's first
purchase of Class N shares of any Oppenheimer fund.

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

Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per share without a sales charge directly
to institutional investors that have special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies and employee benefit plans. For example, Massachusetts
Mutual Life Insurance Company ("MassMutual"), an affiliate of the Manager, may purchase Class Y shares of the
Fund and other Oppenheimer funds (as well as Class Y shares of funds advised by MassMutual) for asset allocation
programs, investment companies or separate investment accounts it sponsors and offers to its customers.
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. Each 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.

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

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

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

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

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

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

SPECIAL INVESTOR SERVICES

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or
other financial institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through a service representative or by
PhoneLink) or automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends and distributions directly to
your bank account. Please call the Transfer Agent for more information.
You may purchase shares by telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor at 1.800.852.8457. 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 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 special
PhoneLink number, 1.800.533.3310.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.533.3310. You
must have established AccountLink privileges to link your bank account with a 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
applicable 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 1.800.525.7048 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 each 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 1.800.525.7048. At times, the website may be
inaccessible or its transaction features may be unavailable.

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

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

RETIREMENT PLANS. You may buy shares of each 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. Each Fund lets you sell your shares by
writing a letter or by telephone. You can also set up Automatic Withdrawal Plans to redeem shares on a regular
basis. If you have questions about any of these procedures, and especially if you are redeeming shares in a
special situation, such as due to the death of the owner or from a retirement plan account, please call the
Transfer Agent first, at 1.800.525.7048, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and a Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other
situations that also require a signature guarantee):

o You wish to redeem more than $100,000 and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners.

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a
number of financial institutions, including:

a U.S. bank, trust company, credit union or savings association,
a foreign bank that has a U.S. correspondent bank,
a U.S. registered dealer or broker in securities, municipal securities or government securities, or
a U.S. national securities exchange, a registered securities association or a clearing agency.

If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
also include your title in the signature.

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

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 wire. To find out how to set up this feature on your
account or to arrange a wire, call the Transfer Agent at 1.800.852.8457.

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

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange that day, which is normally 4:00 P.M.,
but may be earlier on some days. You may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.
o To redeem shares through a service representative, call 1.800.852.8457
o To redeem shares automatically on PhoneLink, call 1.800.533.3310

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 C
to the Statement of Additional Information and you advise the Transfer Agent of your eligibility for the waiver
when you place your redemption request.)

A contingent deferred sales charge will be based on the lesser of the net asset value of the redeemed
shares at the time of redemption or the original net asset value. A contingent deferred sales charge is not
imposed on:
the amount of your account value represented by an increase in net asset value over the initial purchase
price,

shares purchased by the reinvestment of dividends or capital gains distributions, or
shares redeemed in the special circumstances described in Appendix C to the o 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 a 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 a 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 the applicable Fund.

How to Exchange Shares

Shares of each Fund may be exchanged for shares of certain Oppenheimer funds at net asset value per share at the
time of exchange, without sales charge. Shares of each Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. To exchange shares, you must meet several conditions:

o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can
exchange them. After the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus

Shares of a particular class of each 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 a 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 1.800.525.7048. 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
at 1.800.852.8457, or by using PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
exchanges may be made only between accounts that are registered with the same name(s) and address.
Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
Shares are normally redeemed from one fund and purchased from the other fund in the exchange transaction on

the same regular business day on which the Transfer Agent receives an exchange request that conforms to
the policies described above. It must be received by the close of The New York Stock Exchange that day,
which is normally 4:00 P.M. but may be earlier on some days. However, either fund may delay the purchase
of shares of the fund you are exchanging into up to seven days if it determines it would be
disadvantaged by the same day exchange.
The interests of a Fund's long-term shareholders and its ability to manage its investments may be adversely
affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, a Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force a Fund to sell portfolio securities at disadvantageous
times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt a Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive
effect on a Fund's ability to manage its investments, the Manager and the Fund may reject purchase
orders and exchanges into the Fund by any person, group or account that the Manager believes to be a
market timer.
o Each Fund may amend, suspend or terminate the exchange privilege at any time. Each Fund will provide you
notice whenever it is required to do so by applicable law, but it may impose changes at any time for
emergency purposes.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above,
only the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

More information about each Fund's policies and procedures for buying, selling and exchanging shares is contained
in the Statement of Additional Information.

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 a Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be modified, suspended or terminated
by a 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 a 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 each 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 forwarding a check or processing a payment via AccountLink 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 each Fund if the account value has fallen below $500 for
reasons other than the fact that the market value of the 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 a
Fund's portfolio.

"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
proceeds (including exchanges) if you fail to furnish a 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, a Fund will mail only one copy of each prospectus,
annual and semi-annual report and annual notice of a 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 Funds through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer Agent at
1.800.525.7048. 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. Each Fund intends to declare dividends separately for each class of shares from net investment income
at least annually and to pay dividends to shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid on Class A, and Class Y shares will generally be higher than dividends for Class
B shares, Class C shares and Class N shares, which normally have higher expenses than Class A shares and Class Y
shares. Each Fund has no fixed dividend rate and cannot guarantee that it will pay any dividends or distributions.

CAPITAL GAINS. Each 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. Each Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that a 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 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. For retirement plan participants using each Fund as an investment option under their plan, dividends and
capital gain distributions from each Fund generally will not be subject to current federal personal income tax,
but if they are reinvested in the Fund under the plan, those dividends and distributions will accumulate on a
tax-deferred basis. In general, retirement plans and, in particular, distributions from retirement plans, are
governed by complex federal and state tax rules. Plan participants should contact their Plan administrator, refer
to their plan's Summary Plan Description, and/or speak to a professional tax adviser regarding the tax
consequences of participating in the Plan and making withdrawals from their Plan account.

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

If more than 50% of a Fund's assets are invested in foreign securities at the end of any fiscal year,
the Fund may elect under the Internal Revenue Code to permit shareholders to take a credit or deduction on their
federal income tax returns for foreign taxes paid by that Fund.

Every year each 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 a Fund sends you after the end of the calendar year.

Avoid "Buying a Dividend." If you buy shares on or just before the ex-dividend date, or just before a 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 each 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 a 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 a Fund on your particular tax situation.

Master/Feeder Structure

Unlike many other mutual funds which directly buy and manage their own portfolio securities, the OSM - Mercury
Advisors S&amp;P 500 Index Fund and the OSM - Mercury Advisors Focus Growth Fund seek to achieve their investment
objectives by investing all of their assets in another registered investment company with the same goals as the
Fund. All investments are made by the respective Master Fund. Investors in each Fund will acquire an indirect
interest in the respective Master Fund.

Other "feeder" funds may also invest in the Master Fund and all the feeder funds bear the Master Fund's
expenses in proportion to their assets. This structure may enable the feeder funds to reduce costs through
economies of scale. A larger investment portfolio may also reduce certain transaction costs to the extent that
contributions to and redemptions from the Master Fund by feeder funds may offset each other and produce a lower
net cash flow. Each feeder fund can set its own transaction minimums, fund specific expenses, and other
conditions.

Each Fund may withdraw from its respective Master Fund at any time and may invest all of its assets in
another pooled investment vehicle or retain an investment adviser to manage the Fund's assets directly.

Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder
fund could have more voting power than a Fund over the operations of the Master Fund. Whenever the Master Fund
holds a vote of its feeder funds, the feeder funds, including the OSM - Mercury Advisors S&amp;P 500 Index Fund and
the OSM - Mercury Advisors Focus Growth Fund, will pass the vote through to its own shareholders.

Financial Highlights

The Financial Highlights Table is presented to help you understand each 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 a Fund (assuming reinvestment
of all dividends and distributions). This information has been audited by Deloitte &amp; Touche LLP, the Funds'
independent auditors, whose report, along with each Fund's financial statements, is included in the Statement of
Additional Information, which is available on request.

FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
---------------- ---------------- ----------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1)
--------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data

Net asset value, beginning of period $10.00 $10.00 $10.00
-------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.02) (.03) (.03)
Net realized and unrealized gain (loss) (6.03) (6.05) (6.05)
--------------------------------------------------------------
Total income (loss) from investment operations (6.05) (6.08) (6.08)
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.95 $3.92 $3.92
==============================================================
--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (60.50)% (60.80)% (60.80)%
--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $1,048 $667 $300
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 444 $305 $114
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment loss (1.45)% (2.21)% (2.23)%
Expenses 3.99% 4.78% 4.79%
Expenses, net of voluntary reimbursement of
expenses and waiver of transfer agent fees 1.84% 2.46% 2.18%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 137.66%(4) 137.66%(4) 137.66%(4)

1. For the period from February 16, 2001 (inception of offering) to November
30, 2001.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Portfolio turnover rate is representative of the portfolio turnover rate of
the Master Focus Twenty Trust included elsewhere in this report.

Oppenheimer Select Managers Mercury Advisors Focus Growth Fund

FINANCIAL HIGHLIGHTS Continued

CLASS N CLASS Y
----------------- ----------------
PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(2)
------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
Net asset value, beginning of period $8.28 $10.00
-----------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.04) (.05)
Net realized and unrealized gain (loss) (4.30) (5.99)
----------------------------------------
Total income (loss) from investment operations (4.34) (6.04)
-----------------------------------------------------------------------------------------------
Net asset value, end of period $3.94 $3.96
========================================

------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (52.42)% (60.40)%
------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $1 $1(4)
------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1 $1
------------------------------------------------------------------------------------------------------
Ratios to average net assets:(5)
Net investment loss (1.06)% (0.63)%
Expenses 4.01% 503.44%
Expenses, net of voluntary reimbursement of
expenses and waiver of transfer agent fees 3.07% 2.83%
------------------------------------------------------------------------------------------------------
Portfolio turnover rate 137.66%(6) 137.66%(6)

1. For the period from March 1, 2001 (inception of offering) to November 30,
2001.
2. For the period from February 16, 2001 (inception of offering) to November
30, 2001.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
4. Less than $1,000.
5. Annualized for periods of less than one full year.
6. Portfolio turnover rate is representative of the portfolio turnover rate of
the Master Focus Twenty Trust included elsewhere in this report.

Oppenheimer Select Managers Mercury Advisors Focus Growth Fund

Financial Highlights Master Focus Twenty Trust

For the For the Period
The following ratios have been derived from Year Ended March 3, 2000++
information provided in the financial statements. November 30, to November 30,
2001 2000

Ratios to Expenses .68% .90%*
Average ================ ================
Net Assets: Investment loss--net (.25%) (.33%)*
================ ================

Supplemental Net assets, end of period (in thousands) $ 429,953 $ 1,188,715
Data: ================ ================
Portfolio turnover 137.66% 62.85%
================ ================

*Annualized.
++Commencement of operations.

FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
------------------- -------------------- -------------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30 , 2001(1) NOVEMBER 30, 2001(1)

------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
Net asset value, beginning of period $10.00 $10.00 $10.00
------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .09 .01 .01
Net realized and unrealized gain (loss) (.65) (.64) (.63)
------------------- -------------------- -------------------
Total income (loss) from investment operations (.56) (.63) (.62)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.44 $9.37 $9.38
=================== ==================== ===================

------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (5.60)% (6.30)% (6.20)%
------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $4,829 $100 $363
------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $4,739 $32 $68
------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 1.19% 0.50% 0.46%
Expenses 1.53% 2.44% 2.43%
Expenses, net of voluntary reimbursement of expenses 1.51% 2.17% 2.04%
Expenses, net of voluntary waiver of transfer agent fees N/A N/A N/A
-------------------------------------------------------- ---------------------------------------------------------------------
Portfolio turnover rate 32% 32% 32%

Oppenheimer Select Managers QM Active Balanced Fund

FINANCIAL HIGHLIGHTS

CLASS N CLASS Y
------------------- -------------------
PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(2)

-----------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
Net asset value, beginning of period $9.75 $10.00
-----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .04 .11
Net realized and unrealized gain (loss) (.38) (.65)
------------------- -------------------
Total income (loss) from investment operations (.34) (.54)
-----------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.41 $9.46
=================== ===================

-----------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (3.49)% (5.40)%
------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $38 $1
------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $24 $1
------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 0.84% 1.39%
Expenses 1.94% 501.51%
Expenses, net of voluntary reimbursement of expenses 1.79% 501.38%
Expenses, net of voluntary waiver of transfer agent fees-Class Y N/A 1.28%
-----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 32% 32%

FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
-------------------- ------------------- -------------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1)

-------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
Net asset value, beginning of period $10.00 $10.00 $10.00
-------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.03) (.06) (.02)
Net realized and unrealized gain (loss) (1.41) (1.44) (1.49)
----------------------------------------------------------------------
Total income (loss) from investment operations (1.44) (1.50) (1.51)
----------------------------------------------------------------------------- ------------------- -------------------
Net asset value, end of period $8.56 $8.50 $8.49
==================== =================== ===================

-------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (14.40)% (15.00)% (15.10)%
-------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $5,234 $354 $968
-------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $4,683 $221 $232
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment loss (0.50)% (1.37)% (1.31)%
Expenses 1.44% 2.45% 2.46%
Expenses, net of voluntary reimbursement of expenses N/A 2.24% 2.10%
Expenses, net of voluntary waiver of transfer agent fees N/A N/A N/A
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 56% 56% 56%

Oppenheimer Select Managers Jennison Growth Fund

FINANCIAL HIGHLIGHTS

CLASS N CLASS Y
-------------------- --------------------
PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(2)

------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
Net asset value, beginning of period $9.45 $10.00
------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.02) (.03)
Net realized and unrealized gain (loss) (.91) (1.40)
-------------------------------------------
Total income (loss) from investment operations (.93) (1.43)
------------------------------------------------------------------------------------- --------------------
Net asset value, end of period $8.52 $8.57
==================== ====================
------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (9.84)% (14.30)%
------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $361 $1
------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $122 $1
------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.90)% (0.38)%
Expenses 1.98% 501.48%
Expenses, net of voluntary reimbursement of expenses 1.71% 501.35%
Expenses, net of voluntary waiver of transfer agent fees-Class Y N/A 1.25%
------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 56% 56%

FINANCIAL HIGHLIGHTS
CLASS A CLASS B CLASS C
-------------------- ------------------- -------------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1)
--------------------------------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $10.00 $10.00 $10.00
--------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .08 .04 .03
Net realized and unrealized gain (loss) (.83) (.86) (.85)
-------------------- ------------------- -------------------
Total income (loss) from investment operations (.75) (.82) (.82)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.25 $9.18 $9.18
==================== =================== ===================

--------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (7.50)% (8.20)% (8.20)%
--------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $8,717 $2,071 $3,729
--------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $6,384 $1,075 $1,427
--------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 1.57% 1.06% 1.17%
Expenses 1.59% 2.54% 2.55%
Expenses, net of voluntary reimbursement of expenses N/A 2.39% 2.38%
Expenses, net of voluntary waiver of transfer agent fees N/A N/A N/A
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 55% 55% 55%

Oppenheimer Select Managers Salomon Brothers Capital Fund

FINANCIAL HIGHLIGHTS CONTINUED
CLASS N CLASS Y
---------------------- ----------------------
PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(2)
-----------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
Net asset value, beginning of period $9.84 $10.00
-----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03 .12
Net realized and unrealized gain (loss) (.66) (.86)
---------------------- ----------------------
Total income (loss) from investment operations (.63) (.74)
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.21 $9.26
====================== ======================

-----------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (6.40)% (7.40)%
-----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $660 $1
-----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $158 $1
-----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 2.08% 1.52%
Expenses 2.07% 501.53%
Expenses, net of voluntary reimbursement of expenses 1.89% 501.40%
Expenses, net of voluntary waiver of transfer agent fees-Class Y N/A 1.30%
-----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 55% 55%

FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
-------------------- -------------------- -------------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(1)
------------------------------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $10.00 $10.00 $10.00
------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.07) (.14) (.04)
Net realized and unrealized gain (loss) (2.37) (2.35) (2.45)
-------------------- -------------------- -------------------
Total income (loss) from investment operations (2.44) (2.49) (2.49)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $7.56 $7.51 $7.51
==================== ==================== ===================

------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (24.40)% (24.90)% (24.90)%
------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $4,046 $95 $114
------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $4,255 $118 $40
------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment loss (1.04)% (1.93)% (1.93)%
Expenses 1.75% 2.74% 2.76%
Expenses, net of voluntary reimbursement of expenses N/A 2.57% 2.28%
Expenses, net of voluntary waiver of transfer agent fees N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 370% 370% 370%

Oppenheimer Select Managers Gartmore Millennium Growth Fund II

FINANCIAL HIGHLIGHTS CONTINUED

CLASS N CLASS Y
-------------------- -------------------
PERIOD ENDED PERIOD ENDED
NOVEMBER 30, 2001(1) NOVEMBER 30, 2001(2)
---------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
Net asset value, beginning of period $9.06 $10.00
---------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.03) (.05)
Net realized and unrealized gain (loss) (1.50) (2.38)
-------------------- -------------------
Total income (loss) from investment operations (1.53) (2.43)
---------------------------------------------------------------------------------------------------------
Net asset value, end of period $7.53 $7.57
==================== ===================

---------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (16.89)% (24.30)%
---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $31 $1
---------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $9 $1
---------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (1.53)% (0.63)%
Expenses 2.27% 501.80%
Expenses, net of voluntary reimbursement of expenses 1.74% 501.55%
Expenses, net of voluntary waiver of transfer agent fees-Class Y N/A 1.45%
---------------------------------------------------------------------------------------------------------
Portfolio turnover rate 370% 370%

FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
------------------ ------------------- -------------------
PERIOD ENDED PERIOD ENDED PERIOD ENDED
DECEMBER 31, 2001(1) DECEMBER 31, 2001(1) DECEMBER 31, 2001(1)
-----------------------------------------------------------------------------------------------------------------------
Per Share Operating Data

-----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2) (11.50)% (12.00)% (12.10)%
-----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $3,598 $1,189 $1,558
-----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,397 $ 468 $ 500
-----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income (loss) 0.33% (0.40)% (0.39)%
Expenses 1.87% 2.65% 2.64%
Expenses, net of voluntary reimbursement of
expenses and waiver of transfer agent fees 0.99% 1.68% 1.76%
-----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 3.21% (4) 3.21% (4) 3.21% (4)

1. For the period from February 16, 2001 (inception of offering) to December 31,
2001.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Portfolio turnover rate is representative of the portfolio turnover rate of
the Master S&amp;P 500 Index Series included elsewhere in this report.

Oppenheimer Select Managers Mercury Advisors S&amp;P 500 Index Fund

FINANCIAL HIGHLIGHTS CONTINUED

CLASS N CLASS Y
------------------ ------------------
PERIOD ENDED PERIOD ENDED
DECEMBER 31, 2001(1) DECEMBER 31, 2001(2)
-----------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA

Net asset value, beginning of period $9.54 $10.00
--------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) -- .04
Net realized and unrealized gain (loss) (.72) (1.14)
------------------ ------------------
Total income (loss) from investment operations (.72) (1.10)
-----------------------------------------------------------------------------------------------------
Net asset value, end of period $8.82 $8.90
================== =====================

-----------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3) (7.55)% (11.00)%
-----------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $5,014 $1
-----------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,425 $1
-----------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 0.07% 0.57%
Expenses 2.14% 384.04%
Expenses, net of voluntary reimbursement of expenses
and waiver of transfer agent fees 1.40% 0.62%
-----------------------------------------------------------------------------------------------------
Portfolio turnover rate 3.21% (5) 3.21% (5)

1. For the period from March 1, 2001 (inception of offering) to December 31,
2001.
2. For the period from February 16, 2001 (inception of offering) to December 31,
2001.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
4. Annualized for periods of less than one full year.
5. Portfolio turnover rate is representative of the portfolio turnover rate of
the Master S&amp;P 500 Index Series included elsewhere in this report.

Oppenheimer Select Managers Mercury Advisors S&amp;P 500 Index Fund

FINANCIAL HIGHLIGHTS

For the
Period
April 3,
MASTER The following ratios have been derived For the Year Ended December 31, 1997+ to
S&amp;P 500 from information provided in the ---------------------------------------------------- Dec. 31,
INDEX SERIES financial statements. 2001 2000 1999 1998 1997
===============================================================================================================================

Total Investment (11.97%) -- -- -- --
Return: ========== ========== ========== ========== ========
===============================================================================================================================
Ratios to Average Expenses, net of reimbursement ......... .05% .07% .07% .10% .12%*
Net Assets: ========== ========== ========== ========== ========
Expenses ............................... .05% .07% .07% .10% .17%*
========== ========== ========== ========== ========
Investment income--net ................. 1.29% 1.16% 1.33% 1.56% 1.99%*
========== ========== ========== ========== ========
===============================================================================================================================
Supplemental Net assets, end of period (in thousands) $1,893,497 $1,714,631 $1,690,336 $1,118,220 $602,801
Data: ========== ========== ========== ========== ========
Portfolio turnover ..................... 3.21% 9.71% 29.91% 25.97% 24.31%
========== ========== ========== ========== ========
===============================================================================================================================

* Annualized.
+ Commencement of operations.

INFORMATION AND SERVICES

For More Information On Each Fund
The following additional information about the Funds is available without charge upon request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional information about each 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 each Fund's investments and performance is available
in each 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 Funds' 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 Funds' privacy policy and other information about the Funds or your account:

By Telephone: Call OppenheimerFunds Services toll-free:
1.800.525.7048

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

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

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

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

Information about the Funds 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 Funds
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 Funds or to make any representations about
the Funds other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares
of the Funds, nor a solicitation of an offer to buy shares of the Funds, to any person in any state or
other jurisdiction where it is unlawful to make such an offer.

The Trust's SEC File No.: 811-10153 The Funds' shares are distributed by:
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