OPPENHEIMER MULTI CAP VALUE FUND

N-1A 1 n1apspsaiprtc.htm N1A;PSP;SAI;PRTC OPPENHEIMER MULTI CAP VALUE FUND

Registration No. ___-______
File No. 811-21208

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. __ [ ]

Post-Effective Amendment No. __ [ ]

and/or

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

Amendment No. __ [ ]

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OPPENHEIMER MULTI CAP VALUE FUND
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(Exact Name of Registrant as Specified in Charter)

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

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

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10018
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(Name and Address of Agent for Service)

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

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On _______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2)

of Rule 485.

If appropriate, check the following box:

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

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

Oppenheimer
Multi Cap Value Fund

Prospectus dated _______________, 2002

Oppenheimer Multi Cap Value Fund is a mutual fund
that seeks capital appreciation. It invests primarily
in common stocks.
This Prospectus contains important information
about the Fund's objective, its investment policies,
strategies and risks. It also contains important
information about how to buy and sell shares of the
Fund and other account features. Please read this
Prospectus carefully before you invest and keep it
for future reference about your account.

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

1234

CONTENTS

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ABOUT THE FUND

The Fund's Investment Objective and Strategies
Main Risks of Investing in the Fund
Fees and Expenses of the Fund
About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans

How to Sell Shares
By Mail
By Telephone

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

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ABOUT THE FUND

THE FUND'S INVESTMENT OBJECTIVE AND STRATEGIES

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

WHAT DOES THE FUND INVEST IN?
The Fund invests primarily in common stocks of small, medium and large capitalization
U.S. companies that the portfolio manager believes are undervalued.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL?
The Fund's portfolio manager selects securities one at a time. This is called a
"bottom up approach." The portfolio manager uses fundamental company analysis to
select securities for the Fund. The portfolio manager considers the following factors
in assessing a company's prospects:

o Favorable supply/demand conditions for key products
o Development of new products or businesses
o Quality of management
o Competitive position in the marketplace
o Allocation of capital

WHO IS THE FUND DESIGNED FOR?
The Fund is designed primarily for investors seeking capital appreciation over the
long term. Investors in the Fund 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 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 are subject to
changes in their value from a number of factors described below.

There is also the risk that poor security selection by the Fund's investment Manager,
OppenheimerFunds, Inc., will cause the Fund to underperform other funds having a
similar objective. As an example, the portfolio manager's "value" approach to
investing could result in fewer Fund investments in stocks that become highly valued
by the marketplace during times of rapid market advances. This could cause the Fund
to underperform other funds with similar investment objectives but that employ a
growth or non-value approach to investing. The Fund is a recently organized Fund and
has a short operating history.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund normally emphasizes investments in
common stocks and other

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.

The Fund expects to invest primarily in common stocks of U.S. companies that
the portfolio manager believes are undervalued. The main risk is that the value of the
stocks the Fund holds might decline as a result of the performance of individual
stocks, a decline in the stock market in general or a general decline in value stocks.

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 companies with small, medium or large capitalization ranges. Small and
medium capitalization companies may have more volatile stock prices than large
companies.

The Manager may increase the relative emphasis of the Fund's investments in a
particular industry from time to time. 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.

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

In the short term, the stock markets can be volatile, and 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. 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
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. After the Fund has commenced investment
operations, 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 or visit
the Oppenheimerfunds internet website at WWW.OPPENHEIMERFUNDS.COM. 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 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
anticipated expenses during its first fiscal year.

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

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

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

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 0.75% 0.75% 0.75% 0.75% 0.75%
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
Distribution and/or Service (12b-1) Fees 0.25% 1.00% 1.00% 0.50% N/A
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
Other Expenses 0.30% 0.30% 0.30% 0.30% 0.30%
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
------------------------------------------------- ------------ ----------- ----------- ------------ -----------
Total Annual Operating Expenses 1.30% 2.05% 2.05% 1.55% 1.05%

Expenses may vary in future years. Because the Fund is a new fund with no
operating history, the rates for management fees are the maximum rates that can be
charged. "Other Expenses" are estimates of transfer agent fees, custodial expenses,
and accounting and legal expenses among others, based on the Manager's projections
of what those expenses will be during the Fund's first fiscal year.
EXAMPLES. The following examples are intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The examples
assume that you invest $10,000 in a class of shares of the Fund for the time periods
indicated and reinvest your dividends and distributions.

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

If shares are redeemed: 1 Year 3 Years
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Class A Shares $700 $963
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Class B Shares $708 $943
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Class C Shares $308 $643
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Class N Shares $258 $490
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Class Y Shares $107 $334
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If shares are not redeemed: 1 Year 3 Years
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Class A Shares $700 $963
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Class B Shares $208 $643
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Class C Shares $208 $643
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Class N Shares $158 $490
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Class Y Shares $107 $334
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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.

About the Fund's Investments

The fund's Principal INVESTMENT POLICIES. The allocation of the Fund's portfolio among
different types of investments will vary over time based upon the Manager's evaluation
of economic and market trends. The Fund's portfolio might not always include all of
the different types of investments described below. The Statement of Additional
Information contains more detailed information about the Fund's investment policies
and risks.

The Manager tries to reduce risks by carefully researching securities before
they are purchased, and in some cases by using hedging techniques. The Fund attempts
to reduce its exposure to market risks by diversifying its investments, that is, by
not holding a substantial 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, the Fund does not
concentrate 25% or more of its assets in investments in any one industry.

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

Stock Investments. The Fund invests primarily in common stocks of U.S. companies that
the portfolio manager believes are undervalued. The Fund may invest without
limit in companies in any capitalization range.

Portfolio Turnover. A change in the securities held by the Fund is known as "portfolio
turnover". The Fund may engage in short-term trading to try to achieve its
objective and may have a high portfolio turnover rate of over 100% annually.
Increased portfolio turnover creates higher brokerage and transaction costs for
the Fund. If the Fund realizes capital gains when it sells its portfolio
investments, it must generally pay those gains out to the shareholders,
increasing their taxable distributions.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of Trustees
can change non-fundamental investment policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus. Fundamental
policies cannot be changed without the approval of a majority of the Fund's
outstanding voting shares. The Fund's investment objective is a fundamental policy.
Other investment restrictions that are fundamental policies are listed in the
Statement of Additional Information. An investment policy is not fundamental unless
this Prospectus or the Statement of Additional Information says that it is.

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

Other Equity Securities. Equity securities include common stocks, as well as "equity
equivalents" such as preferred stocks and securities convertible into common
stock. Preferred stock has a set dividend rate and ranks after bonds and before
common stocks in its claim for dividends and on assets if the issuer is
liquidated or becomes bankrupt. The Manager considers some convertible
securities to be "equity equivalents" because of the conversion feature and in
that case their rating has less impact on the investment decision than in the
case of debt securities.

Foreign Investing. The Fund can invest up to 35% of its total assets in foreign equity
securities which can include securities listed on a domestic or foreign stock
exchange, traded in domestic or foreign over-the-counter markets. The Fund may
invest up to 10% of its total assets in equity securities of companies located
in emerging markets.

While foreign securities offer special investment opportunities, they also have
special risks. The change in value of a foreign currency against the U.S. dollar
will result in a change in the U.S. dollar value of securities denominated in
that foreign currency. Foreign issuers are not subject to the same accounting
and disclosure requirements to which U.S. companies are subject. The value of
foreign investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays in
settlement of transactions, changes in governmental economic or monetary policy
in the U.S. or abroad, or other political and economic factors.

Special Risks of Emerging Markets. The Fund can buy securities in emerging and
developing markets. They present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their
prices may be more volatile than securities
of issuers in more developed markets. Settlements of trades may be subject to
greater delays so that the Fund might not receive the sale proceeds of a
security on a timely basis.

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

Illiquid and Restricted Securities. Investments may be illiquid because they do not
have an active trading market, making it difficult to value them or dispose of
them promptly at an acceptable price. Restricted securities may have terms that
limit their resale to other investors or may require registration under federal
securities laws before they can be sold publicly. The Fund will not invest more
than 15% of its net assets in illiquid or restricted securities. Certain
restricted securities that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors holdings of
illiquid securities on an ongoing basis to determine whether to sell any
holdings to maintain adequate liquidity.

Derivative Investments. The Fund can invest in a number of different kinds of
"derivative" investments. In general terms, a derivative investment is an
investment contract whose value depends on (or is derived from) the value of an
underlying asset, interest rate or index. In the broadest sense, options,
futures contracts, and other hedging instruments the Fund might use may be
considered "derivative" investments. In addition to using derivatives for
hedging, the Fund might use other derivative investments because they offer the
potential for increased value. The Fund currently does not expect to use
derivatives to a significant degree and is not required to use them in seeking
its 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 a derivative is based, and the derivative
itself, may not perform the way the Manager expected it to. As a result of these
risks the Fund could realize less principal or income from the investment than
expected or its hedge might be unsuccessful. As a result, the Fund's share
prices could fall. Certain derivative investments held by the Fund might be
illiquid.

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

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

There are also special risks in particular hedging strategies. Options trading
involves the payment of premiums and can increase portfolio turnover. If the
Manager used a hedging instrument at the wrong time or judged market conditions
incorrectly, the strategy could reduce the Fund's return. The Fund could also
experience losses if the prices of its futures or options positions were not
correlated with its other investments or, if it could not close out a position
because of an illiquid market for the future or option.

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

How the Fund Is Managed

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

The Manager has been an investment adviser since January 1960. The Manager
and its
subsidiaries and controlled affiliates managed more than $125 billion in assets as of
June 30, 2002, including other Oppenheimer funds, with more than 7 million shareholder
accounts. The Manager is located at 498 Seventh Avenue, New York, New York 10018.

Portfolio Manager. The Fund's portfolio is managed by Christopher Leavy. Mr. Leavy is
a Senior Vice President of the Manager, Vice President of the Fund and serves as
an officer and portfolio manager of other Oppenheimer funds.

Prior to joining the Manager in September 2000, Mr. Leavy was a portfolio
manager of Morgan Stanley Dean Witter Investment Management from 1997 to
September 2000 and a portfolio manager and equity analyst of Crestar Asset
Management from 1995 to 1997.

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an
advisory fee at an annual rate that declines on additional assets as the Fund
grows: 0.75% of the first $200 million of average annual net assets of the Fund,
0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the
next $200 million, and 0.60% of average annual net assets in excess of $800
million.

ABOUT YOUR ACCOUNT

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.

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

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 (effective
November 1, 2002, the additional purchase amount is $50). There are reduced minimum
investments under special investment plans.

o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military
allotment plans, you can make initial and subsequent investments for as little
as $25. The minimum additional investment in any such plan accounts
established on or after November 1, 2002 is $50. The minimum additional
investment to such plan accounts that were established prior to November 1,
2002 will remain $25. To establish a new Asset Builder Plan account on or
after November 1, 2002, you must first invest at least $500.

o 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. To establish any type of IRA account
on or after November 1, 2002, the minimum investment is $500. The minimum
additional investment to any type of IRA account after November 1, 2002 is $50.

o The minimum investment requirement does not apply to reinvesting dividends
from the Fund or other Oppenheimer funds (a list of them appears in the
Statement of Additional Information, or you can ask your dealer or call the
Transfer Agent), or reinvesting distributions from unit investment trusts that
have made arrangements with the Distributor.

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

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

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

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

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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five
different classes of shares. The different classes of shares represent investments in
the same portfolio of securities, but the classes are subject to different expenses
and will likely have different share prices. When you buy shares, be sure to specify
the class of shares. If you do not choose a class, your investment will be made in
Class A shares.
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Class A Shares. If you buy Class A shares, you pay an initial sales charge (on
investments up to $1 million for regular accounts or $500,000 for certain
retirement plans). The amount of that sales charge will vary depending on the
amount you invest. The sales charge rates are listed in "How Can You Buy Class A
Shares?" below.
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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, and if you sell
your shares within six 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.
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Class C Shares. If you buy Class C shares, you pay no sales charge at the time of
purchase, but you will pay an annual asset-based sales charge. If you sell your
shares within 12 months of buying them, you will normally pay a contingent
deferred sales charge of 1.0%, as described in "How Can You Buy Class C Shares?"
below.
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Class N Shares. If you buy Class N shares (available only through certain retirement
plans), you pay no sales charge at the time of purchase, but you will pay an
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 "Who Can Buy Class N Shares?"
below.
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Class Y Shares. Class Y shares are offered only to certain institutional investors
that have special agreements with the Distributor.
----------------------------------------------------------------------------------------

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

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

How Long Do You Expect to Hold Your Investment? While future financial needs cannot
be predicted with certainty, knowing how long you expect to hold your investment
will assist you in selecting the appropriate class of shares. Because of the
effect of class-based expenses, your choice will also depend on how much you
plan to invest. For example, the reduced sales charges available for larger
purchases of Class A shares may, over time, offset the effect of paying an
initial sales charge on your investment, compared to the effect over time of
higher class-based expenses on shares of Class B or Class C or Class N. For
retirement plans that qualify to purchase Class N shares, Class N shares will
generally be more advantageous than Class B and Class C shares.

o Investing for the Shorter Term. While the Fund is 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.

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

Are There Differences in Account Features That Matter to You? Some account features
may not be available to Class B, Class C and Class N shareholders. Other
features may not be advisable (because of the effect of the contingent deferred
sales charge) for Class B, Class C or 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 not available for Class B, Class C or Class
N shares, and if you are considering using your shares as collateral for a loan,
that may be a factor to consider.

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

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

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

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

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or for certain purchases by particular types
of retirement plans that were permitted to purchase such shares prior to March
1, 2001 ("grandfathered retirement accounts"). Retirement plans are not
permitted to make initial purchases of Class A shares subject to a contingent
deferred sales charge. The Distributor pays dealers of record concessions in
an amount equal to 1.0% of purchases of $1 million or more other than by
grandfathered retirement accounts. For grandfathered retirement accounts, the
concession is 0.75% of the first $2.5 million, plus 0.25% of purchases in
excess of $2.5 million. In either case, the concession will not be paid on
purchases of shares by exchange or that were previously subject to a front-end
sales charge and dealer concession.

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

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

Purchases by Certain Retirement Plans. There is no initial sales charge on purchases
of Class A shares of any one or more of the 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 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:

Contingent Deferred Sales Charge on
Years Since Beginning of Month in Which Redemptions in That Year
Purchase Order was Accepted (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 you hold convert,
any other of your 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 1.00% 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 available
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 purchasing, redeeming, exchanging or transferring Class N shares offered through a
group retirement plan must be submitted by the plan, not by plan participants for
whose benefit the shares are held.

WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share
without a sales charge directly to institutional investors that have special
agreements with the Distributor for this purpose. They may include insurance
companies, registered investment companies and employee benefit plans. Individual
investors cannot buy Class Y shares directly.

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

DISTRIBUTION AND SERVICE (12B-1) PLANS.

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

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

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

The Distributor may use 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 were 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 charge 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, subject to certain exceptions as described in the
Statement of Additional Information. 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
1.00% of the purchase price. The Distributor pays the asset-based sales charge
as an ongoing concession to the dealer on Class C shares that have been
outstanding for a year or more. See the Statement of Additional Information for
exceptions.

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

Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an
account at a U.S. bank or other financial institution. It must be an Automated
Clearing House (ACH) member. AccountLink lets you:

o transmit funds electronically to purchase shares by telephone (through a service
representative or by PhoneLink), or automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends and
distributions directly to your bank account. Please call the Transfer Agent for
more information.

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

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables
shareholders to perform a number of account transactions automatically using a
touch-tone phone. PhoneLink may be used on already-established Fund accounts after you
obtain a Personal Identification Number (PIN), by calling the PhoneLink number,
1.800.225.5677.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by
calling 1.800.225.5677. You must have established AccountLink privileges to
link your bank account with the Fund to pay for these purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you
can exchange shares automatically by phone from your Fund account to another
OppenheimerFunds account you have already established by calling the PhoneLink
number.
Selling Shares. You can redeem shares by telephone automatically by calling the
PhoneLink number and the Fund will send the proceeds directly to your
AccountLink bank account. Please refer to "How to Sell Shares," below for
details.

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

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

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

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

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If
you participate in a plan sponsored by your employer, the plan trustee or
administrator must buy the shares for your plan account. The Distributor also offers a
number of different retirement plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE
IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business owners
or self-employed individuals.
403(b)(7) Custodial Plans. These are tax-deferred plans for employees of eligible
tax-exempt organizations, such as schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and
self-employed individuals.

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

How to Sell Shares

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

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

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

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

Retirement Plan Accounts. There are special procedures to sell shares in an
OppenheimerFunds retirement plan account. Call the Transfer Agent for a
distribution request form. Special income tax withholding requirements apply to
distributions from retirement plans. You must submit a withholding form with
your redemption request to avoid delay in getting your money and if you do not
want tax withheld. If your employer holds your retirement plan account for you
in the name of the plan, you must ask the plan trustee or administrator to
request the sale of the Fund shares in your plan account.
HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions 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 80217-5270 Denver, Colorado 80231

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

o To redeem shares through a service representative or automatically on Phonelink,
call 1.800.225.5677.

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

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

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

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

A contingent deferred sales charge will be based on the lesser of the net asset
value of the redeemed shares at the time of redemption or the original net asset
value. A contingent deferred sales charge is not imposed on:

o the amount of your account value represented by the increase in net asset
value over the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains
distributions, or
o shares redeemed in the special circumstances described in Appendix B to the
Statement of Additional Information.

To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:

1. shares acquired by reinvestment of dividends and capital gains distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

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

How to Exchange Shares

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

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

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

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

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

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

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

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

Shareholder Account Rules and Policies

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

Effective September 27, 2002, a $12 annual fee will be charged on any account valued
at less than $500. See the Statement of Additional Information for circumstances when
this fee will not be charged.

The Offering of Shares may be suspended during any period in which the determination
of net asset value is suspended, and the offering may be suspended by the Board
of Trustees at any time the Board believes it is in the Fund's best interest to
do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be
modified, suspended or terminated by the Fund at any time. The Fund will provide
you notice whenever it is required to do so by law. If an account has more than
one owner, the Fund and the Transfer Agent may rely on the instructions of any
one owner. Telephone privileges apply to each owner of the account and the
dealer representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.

The Transfer Agent will Record any Telephone Calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax identification
numbers and other account data or by using PINs, and by confirming such
transactions in writing. The Transfer Agent and the Fund will not be liable for
losses or expenses arising out of telephone instructions reasonably believed to
be genuine.

Redemption or Transfer Requests will not be Honored until the Transfer Agent Receives
All Required Documents in Proper Form.
From time to time, the Transfer Agent in its discretion may waive certain of the
requirements for Redemptions stated in this Prospectus.

Dealers that perform account transactions for their clients by participating in
NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of the
Fund if the dealer performs any transaction erroneously or improperly.

The Redemption Price for Shares Will Vary from day to day because the value of the
securities in the Fund's portfolio fluctuates. The redemption price, which is
the net asset value per share, will normally differ for each class of shares.
The redemption value of your shares may be more or less than their original cost.

Payment for Redeemed Shares ordinarily is made in cash. It is forwarded by check or
through AccountLink (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 the Fund if the account value
has fallen below $500 for reasons other than the fact that the market value of
shares has dropped. In some cases involuntary redemptions may be made to repay
the Distributor for losses from the cancellation of share purchase orders.

Shares May be "Redeemed in Kind" under unusual circumstances (such as a lack of
liquidity in the Fund's portfolio to meet redemptions). This means that the
redemption proceeds will be paid with liquid securities from the Fund's
portfolio.

"Backup Withholding" of Federal income tax may be applied against taxable dividends,
distributions and redemption proceeds (including exchanges) if you fail to
furnish the Fund your correct, certified Social Security or Employer
Identification Number when you sign your application, or if you under-report
your income to the Internal Revenue Service.

To Avoid Sending Duplicate Copies of Materials to Households, the Fund will mail only
one copy of each prospectus, annual and semi-annual report to shareholders
having the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through reduced
mailing expense.

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

Dividends, Capital Gains and Taxes

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

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

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

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

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

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

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

INFORMATION AND SERVICES

For More Information on Oppenheimer Multi Cap Value Fund
The following additional information about the Fund is available without charge upon
request:

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

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

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

------------------------------------------------ --------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.CALL.OPP (1.800.225.5677)
------------------------------------------------ --------------------------------------------------------------------
------------------------------------------------ --------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
------------------------------------------------ --------------------------------------------------------------------
------------------------------------------------ --------------------------------------------------------------------
On the Internet: You can send us a request by e-mail or read or download
documents on the OppenheimerFunds website:
www.oppenheimerfunds.com
------------------------------------------------ --------------------------------------------------------------------

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

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

The Fund's SEC The
Fund's shares are distributed by:
File No.: is 811-10259 [logo]
OppenheimerFunds(R)
PR0600.001.1102
Distributor, Inc.
Printed on recycled paper.

Oppenheimer Multi Cap Value Fund

6803 South Tucson Way, Centennial, Colorado 80112-3924
1.800.CALL.OPP (225.5677)

Statement of Additional Information dated _________, 2002

This Statement of Additional Information is not a Prospectus. This document
contains additional information about the Fund and supplements information in the
Prospectus dated __________, 2002. It should be read together with the Prospectus,
which may be obtained by writing to the Fund's Transfer Agent, OppenheimerFunds
Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling the Transfer Agent
at the toll-free number shown above or by downloading it from the Oppenheimerfunds
Internet website at www.oppenheimerfunds.com.

Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks...................................
The Fund's Investment Policies.....................................................................
Other Investment Techniques and Strategies.........................................................
Investment Restrictions............................................................................
How the Fund is Managed ................................................................................
Organization and History...........................................................................
Trustees and Officers..............................................................................
The Manager........................................................................................
Brokerage Policies of the Fund..........................................................................
Distribution and Service Plans..........................................................................
Performance of the Fund.................................................................................

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

Financial Information About the Fund
Independent Auditors' Report............................................................................
Financial Statements....................................................................................

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

59
ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

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

|X| Investments in Equity Securities. The Fund does not limit its investments
in equity securities to issuers having a market capitalization of a specified size or
range, and therefore can invest in securities of small-, mid- and large-capitalization
issuers. At times, the Fund can focus its equity investments in securities of one or
more capitalization ranges, based upon the Manager's judgment of where the best market
opportunities are to seek the Fund's objective. At times, the market may favor or
disfavor securities of issuers of a particular capitalization range. Securities of
small capitalization issuers may be subject to greater price volatility in general
than securities of larger companies. Therefore, if the Fund is focusing on or has
substantial investments in smaller capitalization companies at times of market
volatility, the Fund's share prices may fluctuate more than that of funds focusing on
larger capitalization issuers.

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

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

|_| Rights and Warrants. The Fund can invest up to 10% of its total assets in
warrants or rights, although the Fund does not currently intend to invest more than 5%
of its total assets in warrants or rights. Warrants basically are options to purchase
equity securities at specific prices valid for a specific period of time. Their prices
do not necessarily move parallel to the prices of the underlying securities. Rights
are similar to warrants, but normally have a short duration and are distributed
directly by the issuer to its shareholders. Rights and warrants have no voting rights,
receive no dividends and have no rights with respect to the assets of the issuer.

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

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

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

To determine whether convertible securities should be regarded as "equity
equivalents," the Manager examines the following factors:
o whether, at the option of the investor, the convertible security can be
exchanged for a fixed number of shares of common stock of the issuer, and
o the extent to which the convertible security may be a defensive "equity
substitute," providing the ability to participate in any appreciation in the
price of the issuer's common stock.

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

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

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

Securities of foreign issuers that are represented by American Depository
Receipts or that are listed on a U.S. securities exchange or traded in the U.S.
over-the-counter markets are not considered "foreign securities" for the purpose of
the Fund's investment allocations. That is because they are not subject to many of the
special considerations and risks, discussed below, that apply to foreign securities
traded and held abroad.

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

|_| Risks of Foreign Investing. Investments in foreign securities may offer
special opportunities for investing but also present special
additional risks and considerations not typically associated with
investments in domestic securities. Some of these additional risks
are:

o reduction of income by foreign taxes;
o fluctuation in value of foreign investments due to changes in currency rates
or currency control regulations (for example, currency blockage);
o transaction charges for currency exchange;
o lack of public information about foreign issuers;
o lack of uniform accounting, auditing and financial reporting standards in
foreign countries comparable to those applicable to domestic issuers;
o less volume on foreign exchanges than on U.S. exchanges;
o greater volatility and less liquidity on foreign markets than in the U.S.;
o less governmental regulation of foreign issuers, stock exchanges and brokers
than in the U.S.;
o greater difficulties in commencing lawsuits;
o higher brokerage commission rates than in the U.S.;
o increased risks of delays in settlement of portfolio transactions or loss of
certificates for portfolio securities;
o possibilities in some countries of expropriation, confiscatory taxation,
political, financial or social instability or adverse diplomatic
developments; and
o unfavorable differences between the U.S. economy and foreign economies.

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

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

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

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

|X| Investing in Small, Unseasoned Companies. The Fund can invest in
securities of small, unseasoned companies. These are companies that have been in
operation for less than three years, including the operations of any predecessors.
Securities of these companies may be subject to volatility in their prices. They may
have a limited trading market, which may adversely affect the Fund's ability to
dispose of them and can reduce the price the Fund might be able to obtain for them.
Other investors that own a security issued by a small, unseasoned issuer for which
there is limited liquidity might trade the security when the Fund is attempting to
dispose of its holdings of that security. In that case the Fund might receive a lower
price for its holdings than might otherwise be obtained. The Fund currently intends to
invest no more than 35% of its net assets in securities of small, unseasoned issuers.

|X| Repurchase Agreements. The Fund can acquire securities subject to
repurchase agreements. It may do so for liquidity purposes to meet anticipated
redemptions of Fund shares, or pending the investment of the proceeds from sales of
Fund shares, or pending the settlement of portfolio securities transactions or for
temporary defensive purposes, as described below.

In a repurchase transaction, the Fund buys a security from, and simultaneously
resells it to, an approved vendor for delivery on an agreed-upon future date. The
resale price exceeds the purchase price by an amount that reflects an agreed-upon
interest rate effective for the period during which the repurchase agreement is in
effect. Approved vendors include U.S. commercial banks, U.S. branches of foreign
banks, or broker-dealers that have been designated as primary dealers in government
securities. They must meet credit requirements set by the Manager from time to time.

The majority of these transactions run from day to day, and delivery pursuant
to the resale typically occurs within one to five days of the purchase. Repurchase
agreements having a maturity beyond seven days are subject to the Fund's limits on
holding illiquid investments. The Fund will not enter into a repurchase agreement that
causes more than 10% of its net assets to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount of the Fund's net assets
that may be subject to repurchase agreements having maturities of seven days or less.

Repurchase agreements, considered "loans" under the Investment Company Act of
1940 ("Investment Company Act"), are collateralized by the underlying security. The
Fund's repurchase agreements require that at all times while the repurchase agreement
is in effect, the value of the collateral must equal or exceed the repurchase price to
fully collateralize the repayment obligation. However, if the vendor fails to pay the
resale price on the delivery date, the Fund may incur costs in disposing of the
collateral and may experience losses if there is any delay in its ability to do so.
The Manager will monitor the vendor's creditworthiness to confirm that the vendor is
financially sound and will continuously monitor the collateral's value.

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

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

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

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

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

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

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

|X| Loans of Portfolio Securities. The Fund can lend its portfolio securities
to certain types of eligible borrowers approved by the Board of Trustees. These loans
are limited to not more than 25% of the value of the Fund's total assets.

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

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

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

Other derivative investments the Fund can invest in include "index-linked"
notes. Principal and/or interest payments on these notes depend on the performance of
an underlying index. Currency-indexed securities are another derivative the Fund can
use. Typically these are short-term or intermediate-term debt securities. Their value
at maturity or the rates at which they pay income are determined by the change in
value of the U.S. dollar against one or more foreign currencies or an index. In some
cases, these securities may pay an amount at maturity based on a multiple of the
amount of the relative currency movements. This type of index security offers the
potential for increased income or principal payments but at a greater risk of loss
than a typical debt security of the same maturity and credit quality.

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

|X| Hedging. Although the Fund does not anticipate the extensive use of
hedging instruments, the Fund can use them. However, the Fund is not required to do so
in seeking its goal. The Fund may use hedging instruments to attempt to protect
against declines in the market value of the Fund's portfolio, to permit the Fund to
retain unrealized gains in the value of portfolio securities which have appreciated,
or to facilitate selling securities for investment reasons. To do so, the Fund could:

o sell futures contracts,
o buy puts on such futures or on securities, or
o write covered calls on securities or futures.

The Fund can use hedging to establish a position in the securities market as a
temporary substitute for purchasing particular securities. In that case, the Fund
would normally seek to purchase the securities and then terminate that hedging
position. The Fund might also use this type of hedge to attempt to protect against the
possibility that its portfolio securities would not be fully included in a rise in
value of the market. To do so the Fund could:

o buy futures, or
o buy calls on such futures or on securities.

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

|_| Futures. The Fund can buy and sell futures contracts that relate to
(1) broadly-based stock indices (these are referred to as "stock index futures"), (2)
securities indices (these are referred to as "financial futures") and (3) foreign
currencies (these are referred to as "forward contracts").

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

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

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

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

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

When the Fund writes a call on a security, it receives cash (a premium). The
Fund agrees to sell the underlying security to a purchaser of a corresponding call on
the same security during the call period at a fixed exercise price regardless of
market price changes during the call period. The call period is usually not more than
nine months. The exercise price may differ from the market price of the underlying
security. The Fund has the risk of loss that the price of the underlying security may
decline during the call period. That risk may be offset to some extent by the premium
the Fund receives. If the value of the investment does not rise above the call price,
it is likely that the call will lapse without being exercised. In that case the Fund
would keep the cash premium and the investment.

When the Fund writes a call on an index, it receives cash (a premium). If the
buyer of the call exercises it, the Fund will pay an amount of cash equal to the
difference between the closing price of the call and the exercise price, multiplied by
a specified multiple that determines the total value of the call for each point of
difference. If the value of the underlying investment does not rise above the call
price, it is likely that the call will lapse without being exercised. In that case the
Fund would keep the cash premium.

The Fund's custodian bank, or a securities depository acting for the custodian
bank, will act as the Fund's escrow agent, through the facilities of the Options
Clearing Corporation ("OCC"), as to the investments on which the Fund has written
calls traded on exchanges or as to other acceptable escrow securities. In that way, no
margin will be required for such transactions. OCC will release the securities on the
expiration of the option or when the Fund enters into a closing transaction.

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

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

The Fund can also write calls on a futures contract without owning the futures
contract or securities deliverable under the contract. To do so, at the time the call
is written, the Fund must cover the call by identifying an equivalent dollar amount of
liquid assets on the Fund's books. The Fund will identify additional liquid assets on
its books if the value of the segregated assets drops below 100% of the current value
of the future. Because of this segregation requirement, in no circumstances would the
Fund's receipt of an exercise notice as to that future require the Fund to deliver a
futures contract. It would simply put the Fund in a short futures position, which is
permitted by the Fund's hedging policies.

|_| Writing Put Options. The Fund may sell put options. A put option on
securities gives the purchaser the right to sell, and the writer the obligation to
buy, the underlying investment at the exercise price during the option period. The
Fund will not write puts if, as a result, more than 25% of the Fund's total assets
would be required to be segregated to cover such put options.

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

When writing a put option on a security, to secure its obligation to pay for
the underlying security the Fund will deposit in escrow liquid assets with a value
equal to or greater than the exercise price of the underlying securities. The Fund
therefore forgoes the opportunity of investing the segregated assets or writing calls
against those assets.

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

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

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

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

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

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

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

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

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

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

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

The Fund could write a call on a foreign currency to provide a hedge against a
decline in the U.S. dollar value of a security which the Fund owns or has the right to
acquire and which is denominated in the currency underlying the option. That decline
might be one that occurs due to an expected adverse change in the exchange rate. In
those circumstances, the Fund covers the option by maintaining cash, U.S. government
securities or other liquid, high grade debt securities in an amount equal to the
exercise price of the option, in a segregated account with the Fund's custodian bank.

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

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

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

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

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

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

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

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

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

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

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

Under the Investment Company Act, when the Fund purchases a future, it must
maintain cash or readily marketable short-term debt instruments in an amount equal to
the market value of the securities underlying the future, less the margin deposit
applicable to it.

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

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

Under the Internal Revenue Code, the following gains or losses are treated as
ordinary income or loss:

(1) gains or losses attributable to fluctuations in exchange rates that occur
between the time the Fund accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency
and the time the Fund actually collects such receivables or pays such
liabilities, and
(2) gains or losses attributable to fluctuations in the value of a foreign
currency between the date of acquisition of a debt security denominated
in a foreign currency or foreign currency forward contracts and the date
of disposition.

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

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

|_| high-quality (rated in the top rating categories of nationally-recognized
rating organizations or deemed by the Manager to be of comparable
quality), short-term money market instruments, including those issued by
the U. S. Treasury or other government agencies,
|_| commercial paper (short-term, unsecured, promissory notes of domestic or
foreign companies) rated in the top rating category of a nationally
recognized rating organization,
|_| debt obligations of corporate issuers, rated investment grade (rated at least
Baa by Moody's Investors Service, Inc. or at least BBB by Standard &
Poor's Corporation, or a comparable rating by another rating
organization), or unrated securities judged by the Manager to have a
comparable quality to rated securities in those categories,
|_| preferred stocks,
|_| certificates of deposit and bankers' acceptances of domestic and foreign banks
and savings and loan associations, and
|_| repurchase agreements.

Short-term debt securities would normally be selected for defensive or cash
management purposes because they can normally be disposed of quickly, are not
generally subject to significant fluctuations in principal value and their value will
be less subject to interest rate risk than longer-term debt securities.

Investment Restrictions

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

o 67% or more of the shares present or represented by proxy at a
shareholder meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or
o more than 50% of the outstanding shares.

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

|X| Does the Fund Have Additional Fundamental Policies? The following
investment restrictions are fundamental policies of the Fund.

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

o The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption therefrom
that is applicable to the Fund, as such statute, rules or regulations may be amended
or interpreted from time to time.

o The Fund may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption therefrom
that is applicable to the Fund, as such statute, rules or regulations may be amended
or interpreted from time to time.

o The Fund cannot invest 25% or more of its total assets in any one
industry. That limit does not apply to securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities or securities issued by investment
companies.

o The Fund cannot invest in real estate, physical commodities or commodity
contracts, except to the extent permitted under the Investment Company Act, the rules
or regulations thereunder or any exemption therefrom, as such statute, rules or
regulations may be amended or interpreted from time to time.

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

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

Unless the Prospectus or this Statement of Additional Information states that
a percentage restriction applies on an ongoing basis, it applies only at the time the
Fund makes an investment with the exception of the borrowing policy. The Fund need not
sell securities to meet the percentage limits if the value of the investment increases
in proportion to the size of the Fund.

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

How the Fund is Managed

Organization and History. The Fund is an open-end, diversified, management investment
company with an unlimited number of authorized shares of beneficial interest. The Fund
was organized as a Massachusetts business trust on August 27, 2002.

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

Classes of Shares. The Board of Trustees has the power, without shareholder
approval, to divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has five classes of shares: Class A, Class B,
Class C, Class N and Class Y. All classes invest in the same investment portfolio.
Only retirement plans may purchase Class N shares. Only certain institutional
investors may elect to purchase Class Y shares. Each class of shares:

o has its own dividends and distributions,
o pays certain expenses which may be different for the different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which interests of one class are
different from interests of another class, and
o votes as a class on matters that affect that class alone.

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

Meetings of Shareholders. As a Massachusetts business trust, the Fund is not required
to hold, and does not plan to hold, regular annual meetings of shareholders. The Fund
will hold meetings when required to do so by the Investment Company Act or other
applicable law. It will also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders.

Shareholders have the right, upon the declaration in writing or vote of
two-thirds of the outstanding shares of the Fund, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a Trustee upon the
written request of the record holders of 10% of its outstanding shares. If the
Trustees receive a request from at least 10 shareholders stating that they wish to
communicate with other shareholders to request a meeting to remove a Trustee, the
Trustees will then either make the Fund's shareholder list available to the applicants
or mail their communication to all other shareholders at the applicants' expense. The

shareholders making the request must have been shareholders for at least six months
and must hold shares of the Fund valued at $25,000 or more or constituting at least 1%
of the Fund's outstanding shares, whichever is less. The Trustees may also take other
action as permitted by the Investment Company Act.

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

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

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

The Trustees have appointed an Audit Committee, comprised of Messrs., Abdow,
Wikler (Chairman) and Wold, all of whom are independent Trustees. The Fund is a new
fund and as such has not completed it's first fiscal year. However, the Audit
Committee plans to meet once during each fiscal year. The Board of Trustees does not
have a standing nominating or compensation committee.

The Audit Committee furnishes the Board with recommendations regarding the
selection of the independent auditor. Other functions of the Audit Committee include:
(i) reviewing the scope and results of audits and the audit fees charged; (ii)
reviewing reports from the Fund's independent auditor regarding the adequacy of the
Fund's internal accounting procedures and controls; and (iii) establishing a separate
line of communication between the Fund's independent auditors and its Non-Affiliated
Trustees.

Based on the Audit Committee's recommendation, the Board of Trustees of the
Fund, including a majority of the Non-Affiliated Trustees, on
________________________,2002, selected Ernst & Young LLP ("Ernst & Young") as
auditors of the Fund. Ernst & Young also serve as auditors for certain other funds for
which the Manager acts as investment advisor.

It is anticipated the Ernst & Young will perform audit services for the Fund
including the audit of the Fund's financial statements, review of the Fund's annual
report and registration statement amendment, consultation on financial accounting and
reporting matters, and meetings with the Board of Trustees.

Trustees and Officers of the Fund. The Fund's Trustees and officers and their
positions held with the Fund and length of service in such position(s) and their
principal occupations and business affiliations during the past five years are listed
below. Each of the Trustees except Mr. Murphy and Mr. Walcott are independent
trustees, as defined in the Investment Company Act ("Independent Trustee"). Mr.
Murphy is an "interested trustee," because he is affiliated with the Manager by virtue
of his positions as an officer and director of the Manager, and as a shareholder of
its parent company. Mr. Walcott is an "interested trustee" by virtue of his former
position as an officer of the Manager's parent company. Mr. Murphy was elected as a
trustee of the Fund with the understanding that in the event his affiliation with the
Manager is terminated, he will resign as a trustee of the Fund and the other
Oppenheimer funds, defined below, for which he is a trustee or director. All
information in the following tables is as of December 31, 2001. All of the Trustees
are Trustees or Managers of the following Oppenheimer funds (referred to as "Board IV
Funds"):

Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Real Estate Fund
Oppenheimer Multi Cap Value Fund

Messrs. Murphy, Masterson, Wixted, Vottiero, Zack, Leavy and Mses. Feld and
Ives who are officers of the Fund, respectively hold the same offices with the other
Oppenheimer funds. Ms. Lee is also an officer of the Fund. As of ___________, 2002,
the Trustees and the officers of the Fund as a group owned less than 1% of the
outstanding shares of the Fund. The foregoing statement does not reflect ownership of
shares of the Fund held of record by an employee benefit plan for employees of the
Manager, other than the shares beneficially owned under the plan by the officers of
the Fund listed above. In addition, each Independent Trustee, and his family members,
do not own securities of either the Manager or Distributor of the Board IV Funds, or
any person directly or indirectly controlling, controlled by or under common control
with the Manager or Distributor. The chart below does not disclose information as of
December 31, 2001 about each Trustee's ownership of Fund shares or ownership of shares
of any of the Board IV Funds as neither the Fund nor any of the Board IV Funds were in
existence as of December 31, 2001.

Independent Trustees

-------------------------- ------------------------------------------------------ ----------------- ------------------
Aggregate Dollar
Name, Address,1 Age, Range of Shares
Position(s) Held with Principal Occupation(s) During Past 5 Years / Other Dollar Range of Owned in any of
Fund and Length of Time Trusteeships Held by Trustee / Number of Portfolios Shares Owned in the Board IV
Served2 in Fund Complex Overseen by Trustee the Fund Funds3
-------------------------- ------------------------------------------------------ ----------------- ------------------
-------------------------- ------------------------------------------------------ ----------------- ------------------
Ronald J. Abdow, Trustee President, Abdow Corporation (operator of None None
since 2002 Age: 70 restaurants): Trustee, Abdow G&R Trust and Abdow Co.
(owners and operators of restaurant properties);
Partner, Abdow Partnership, Abdow Auburn Associates
and Abdow Hazard Associates (owners and operators of
restaurant properties); Chairman, Western Mass
Development Corp; Chairman, American International
College; Trustee (since 1993) of MML Series
Investment Fund and Trustee (since 1994) of
MassMutual Institutional Funds (open-end investment
companies). Trustee/manager of three investment
companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------ ----------------- ------------------
-------------------------- ------------------------------------------------------ ----------------- ------------------
Joseph M. Wikler, Self-employed as an investment consultant; a
Trustee since 2002 director of Lakes Environmental Association (since
Age: 61 1996), and Medintec (since 1992) and Cathco (since
1995) (medical device companies); and a member of
the investment committee of the Associated Jewish None
Charities of Baltimore (since 1994); formerly a None
director of Fortis/Hartford mutual funds (1994 -
December 2001). Trustee/manager of three investment
companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------ ----------------- ------------------
-------------------------- ------------------------------------------------------ ----------------- ------------------
Peter I. Wold, Trustee President of Wold Properties, Inc. (an oil and gas None None
since 2002 exploration and production company); Vice President,
Age: 54 Secretary and Treasurer of Wold Trona Company, Inc.
(soda ash processing and production); Vice President
of Wold Talc Company, Inc. (talc mining); Managing
Member, Hole-in-the-Wall Ranch (cattle ranching);
formerly Director and Chairman of the Board, Denver
Branch of the Federal Reserve Bank of Kansas City
(1993-1999) and Director of PacifiCorp. (1995 -
1999), an electric utility. Trustee/manager of three
investment companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------ ----------------- ------------------

Interested Trustee

-------------------------- ------------------------------------------------------ ----------------- ------------------
Name, Address,3 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range of Aggregate Dollar
Position(s) Held with Trusteeships Held by Trustee / Number of Portfolios Shares Owned in Range of Shares
Fund and Length of Time in Fund Complex Overseen by Trustee the Fund Owned in any of
Served4 the Oppenheimer
Funds5
-------------------------- ------------------------------------------------------ ----------------- ------------------
-------------------------- ------------------------------------------------------ ----------------- ------------------
Eustis Walcott, Trustee Principal with Ardsley Associates (since August
since 2002, Age 64 2000) (consulting firm); formerly Senior Vice
President, MassMutual Financial Group (May 1990 - None None
July 2000). Trustee/manager of three investment
companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------ ----------------- ------------------

Interested Trustee and Officer

-------------------------- ------------------------------------------------------ ----------------- ------------------
Name, Address,6 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range of Aggregate Dollar
Range of Shares
Position(s) Held with Owned in any of
Fund and Length of Time Trusteeships Held by Trustee / Number of Portfolios Shares Owned in the Oppenheimer
Served7 in Fund Complex Overseen by Trustee the Fund Funds8
-------------------------- ------------------------------------------------------ ----------------- ------------------
-------------------------- ------------------------------------------------------ ----------------- ------------------
John V. Murphy, Chairman, Chief Executive Officer and director None $50,001 -
President, Trustee and (since June 30, 2001) and President (since September
Chairman of the Board 2000) of the Manager; President and a trustee of
Trustee since 2002 other Oppenheimer funds; President and a director
Age: 53 (since July 2001) of Oppenheimer Acquisition Corp.,
the Manager's parent holding company, and of
Oppenheimer Partnership Holdings, Inc. (since July
2001), a holding company subsidiary of the Manager;
Chairman and a director (since July 2001) of
Shareholder Services, Inc. and of Shareholder
Financial Services, Inc., transfer agent
subsidiaries of the Manager; President (since
November 1, 2001) and a director (since July 2001)
of Oppenheimer Real Asset Management, Inc., an
investment advisor subsidiary of the Manager;
President and a director (since July 2001) of
OppenheimerFunds Legacy Program, a charitable trust
program established by the Manager; a director
(since November 2001) of Trinity Investment
Management Corp. and Tremont Advisers, Inc.,
investment advisory affiliates of the Manager, and
of OAM Institutional, Inc. (since November 2001), an
investment advisory subsidiary of the Manager, and
of HarbourView Asset Management Corporation and OFI
Private Investments, Inc. (since July 2001),
investment advisor subsidiaries of the Manager;
formerly President and trustee (from November 1999
to November 2001) of MML Series Investment Fund and
MassMutual Institutional Funds, open-end investment
companies; Chief Operating Officer (from September
2000 to July 2001) of the Manager; Executive Vice
President of Massachusetts Mutual Life Insurance
Company (from February 1997 to August 2000); a
director (from 1999 to 2000) of C.M. Life Insurance
Company; President, Chief Executive Officer and a
director (from 1999 to 2000) of MML Bay State Life
Insurance Company; Executive Vice President,
director and Chief Operating Officer (from 1995 to
1997) of David L. Babson & Company, Inc., an
investment advisor; Senior Vice President and $100,000
director (from 1995 to 1997) of Potomac Babson Inc.,
an investment advisor subsidiary of David L. Babson
& Company, Inc.; Senior Vice President (from 1995 to
1997) and director (from 1995 to 1999) of DBL
Acquisition Corporation, a holding company for
investment advisers; a director (from 1989 to 1998)
of Emerald Isle Bancorp and Hibernia Savings Bank,
wholly-owned subsidiary of Emerald Isle Bancorp; and
Chief Operating Officer (from 1993 to 1996) of
Concert Capital Management, Inc., an investment
advisor. Director/trustee/manager of 62 investment
companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------ ----------------- ------------------

Officers of the Fund

----------------------------------------------- ----------------------------------------------------------------------
Name, Address,9 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Fund and Length of Time Served8
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Christopher Leavy, Vice President and Senior Vice President (since September 2000) of the Manager; prior
Portfolio Manager since 2002 to joining the Manager in September 2000, he was a portfolio manager
Age: 30 of Morgan Stanley Dean Witter Investment Management (from 1997)
prior to which he was a portfolio manager and equity analyst of
Crestar Asset Management (from 1995).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Brian W. Wixted, Treasurer, Principal Senior Vice President and Treasurer (since March 1999) of the
Financial and Accounting Officer since 2002 Manager; Treasurer (since March 1999) of HarbourView Asset
Age: 43 Management Corporation, Shareholder Services, Inc., Oppenheimer Real
Asset Management Corporation, Shareholder Financial Services, Inc.
and Oppenheimer Partnership Holdings, Inc., of OFI Private
Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May
2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp.; an officer of other Oppenheimer
funds; formerly Principal and Chief Operating Officer, Bankers Trust
Company - Mutual Fund Services Division (March 1995 - March 1999);
Vice President and Chief Financial Officer of CS First Boston
Investment Management Corp. (September 1991 - March 1995).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Phillip Vottiero, Vice President/Fund Accounting of the Manager (since March 2002;
Assistant Treasurer since 2002 formerly Vice President/Corporate Accounting of the Manager (July
Age: 39 1999-March 2002) prior to which he was Chief Financial Officer at
Sovlink Corporation (April 1996-June 1999). An officer of 72
portfolios in the OppenheimerFunds complex.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Robert G. Zack, Secretary since 2002 Senior Vice President (since May 1985) and Acting General Counsel
Age: 54 (since November 2001) of the Manager; Assistant Secretary of
Shareholder Services, Inc. (since May 1985), Shareholder Financial
Services, Inc. (since November 1989); OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Dina C. Lee, Assistant Secretary since 2002 Assistant Vice President and Assistant Counsel of the Manager (since
Age: 32 December 2000); Formerly an attorney and Assistant Secretary of Van
Eck Global (until December 2000).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Katherine P. Feld, Assistant Secretary Vice President and Senior Counsel of the Manager (since July 1999);
since 2002 Vice President of Oppenheimer Funds Distributors, Inc. (since June
Age: 44 1990); an officer of other Oppenheimer funds; formerly a Vice
President and Associate Counsel of the Manager (June 1990 - July
1999).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary Vice President and Assistant Counsel of the Manager (since June
since 2002 1998); an officer of other Oppenheimer funds; formerly an Assistant
Age: 36 Vice President and Assistant Counsel of the Manager (August 1997 -
June 1998); and Assistant Counsel of the Manager (August 1994-August
1997).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Philip T. Masterson, Assistant Secretary Vice President and Assistant Counsel of the Manager (since July
since 2002 1998); formerly, an associate with Davis, Graham, & Stubbs LLP
Age: 39 (January 1997-June 1998). An officer of 72 portfolios in the
OppenheimerFunds complex.
----------------------------------------------- ----------------------------------------------------------------------

|X| Remuneration of Trustees. The officers of the Fund are affiliated with the
Manager and receive no salary or fee from the Fund. The Trustees of the Fund will
receive the estimated compensation shown below from the Fund during the Fund's fiscal
year ending April 30, 2002. As of the date of this Statement of Additional
Information, the Fund has paid no compensation to the Trustees because the Fund is a
new fund with no prior operations. The compensation from all of the Oppenheimer funds
represents compensation received as a trustee or member of a committee of the boards
of those funds during the calendar year 2001.

---------------------------------------- -------------------------------------- --------------------------------------
Trustee Name and Other Fund Estimated Aggregate Compensation Total Compensation from all
Position(s) (as applicable) from Fund 1 Oppenheimer Funds for Which
Individual Serves As Trustee/Director
(4 Funds)2
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Ronald Abdow
Audit Committee Member $4,500 $2,367
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Eustis Walcott
Audit Committee Member $4,500 $0
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Joseph Wickler
Audit Committee Chairman $4,500 $0
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Peter Wold
Audit Committee Member $4,500 $2,367
---------------------------------------- -------------------------------------- --------------------------------------
1. Estimated aggregate compensation for the fiscal year ending April 30, 2002.
2. For the calendar year ended 2001.

|X| Major Shareholders. As of the date of this Statement of Additional
Information, OppenheimerFunds, Inc. is the only shareholder of record.

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

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

The Code of Ethics is an exhibit to the Fund's registration statement filed
with the Securities and Exchange Commission and can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You can obtain information about the
hours of operation of the Public Reference Room by calling the SEC at 1-202-942-8090.
The Code of Ethics can also be viewed as part of the Fund's registration statement on
the SEC's EDGAR database at the SEC's Internet website at WWW.SEC.GOV copies may be
-----------
obtained, after paying a duplicating fee, by electronic request at the following
E-mail address: PUBLICINFO@SEC.GOV., or by writing to the SEC's Public Reference
-------------------
Section, Washington, D.C. 20549-0102.

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

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

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

The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or reckless
disregard of its obligations and duties under the investment advisory agreement, the
Manager is not liable for any loss resulting from a good faith error or omission on
its part with respect to any of its duties under the agreement.

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

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

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

For the initial approval of the Fund's investment advisory agreement, the
Board reviewed the foregoing information. Among other factors, the Board considered:

o The nature, cost, and quality of the services provided to the Fund and its
shareholders;
o The profitability of the Fund to the Manager;
o The investment performance of the Fund in comparison to regular market indices
o Economies of scale that may be available to the Fund from the Manager;
o Fees paid by other mutual funds for similar services;
o The value and quality of any other benefits or services received by the Fund
from its relationship with the Manager, and

o The direct and indirect benefits the Manager received from its relationship
with the Fund. These included services provided by the Distributor and the
Transfer Agent, and brokerage and soft dollar arrangements permissible under
Section 28(e) of the Securities Exchange Act.

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

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

In arriving at a decision, the Board did not single out any one factor or
group of factors as being more important than other factors, but considered all
factors together. The Board judged the terms and conditions of the investment
advisory agreement, including the investment advisory fee, in light of all of the
surrounding circumstances.

Brokerage Policies of the Fund

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

Under the investment advisory agreement, the Manager may select brokers (other
than affiliates) that provide brokerage and/or research services for the Fund and/or
the other accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than another qualified
broker would charge, if the Manager makes a good faith determination that the
commission is fair and reasonable in relation to the services provided. Subject to
those considerations, as a factor in selecting brokers for the Fund's portfolio
transactions, the Manager may also consider sales of shares of the Fund and other
investment companies for which the Manager or an affiliate serves as investment
adviser.

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

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

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

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

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

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

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

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

Distribution and Service Plans

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

Distribution and Service Plans. The Fund has adopted a Service Plan for Class A shares
and Distribution and Service Plans for Class B, Class C and Class N shares under Rule
12b-1 of the Investment Company Act. Under those plans the Fund pays the Distributor
for all or a portion of its costs incurred in connection with the distribution and/or
servicing of the shares of the particular class.

Each plan has been approved by a vote of the Board of Trustees, including a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on that plan. Each plan has also been approved by the holders of a
"majority" (as defined in the Investment Company Act) of the shares of the applicable
class. The shareholder votes for the 12b-1 plans were cast by the Manager as the sole
initial holder of each class of shares of the Fund.

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

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

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

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

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

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

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

Any unreimbursed expenses the Distributor incurs with respect to Class A
shares in any fiscal year cannot be recovered in subsequent years. The Distributor may
not use payments received under the Class A Plan to pay any of its interest expenses,
carrying charges, or other financial costs, or allocation of overhead.

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

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

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

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

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

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

When Class B, Class C or Class N shares are sold without the designation of a
broker-dealer, the Distributor is automatically designated as the broker-dealer of
record. In those cases, the Distributor retains the service fee and asset-based sales
charge paid on Class B, Class C and Class N shares.

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

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

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to illustrate
its investment performance. Those terms include "cumulative total return," "average
annual total return," "average annual total return at net asset value" and "total
return at net asset value." An explanation of how total returns are calculated is set
forth below. For periods of less than one year, the Fund may quote its performance on
a non-annualized basis. You can obtain current performance information by calling the
Fund's Transfer Agent at 1.800.225.5677 or by visiting the Oppenheimer Funds internet
website at www.oppenheimerfunds.com.

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

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

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

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

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

In calculating total returns for Class A shares, the current maximum sales
charge of 5.75% (as a percentage of the offering price) is deducted from the initial
investment ("P") (unless the return is shown without sales charge, as described
below). For Class B shares, payment of the applicable contingent deferred sales charge
is applied, depending on the period for which the return is shown: 5.0% in the first
year, 4.0% in the second year, 3.0% in the third and fourth years, 2.0% in the fifth
year, 1.0% in the sixth year and none thereafter. For Class C shares, the 1%
contingent deferred sales charge is deducted for returns for the 1-year period. For
Class N shares, the 1% contingent deferred sales charge is deducted for returns for
the life-of-class periods as applicable. There is no sales charge for Class Y shares.

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

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

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

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

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

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

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

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

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

|_| Morningstar Ratings and Rankings. From time to time the Fund may publish
the star ranking of the performance of its classes of shares by Morningstar, Inc., an
independent mutual fund monitoring service. Morningstar ranks mutual funds in their
specialized market sector. The Fund is ranked among the mid-value category.

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

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

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

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

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

From time to time the Fund may include in its advertisements and sales literature the total
return performance of a hypothetical investment account that includes shares of the
fund and other Oppenheimer funds. The combined account may be part of an illustration
of an asset allocation model or similar presentation. The account performance may
combine total return performance of the fund and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time, the Fund's
advertisements and sales literature may include, for illustrative or comparative
purposes, statistical data or other information about general or specific market and
economic conditions. That may include, for example,

o information about the performance of certain securities or commodities markets
or segments of those markets,
o information about the performance of the economies of particular countries or
regions,
o the earnings of companies included in segments of particular industries,
sectors, securities markets, countries or regions,
o the availability of different types of securities or offerings of securities,
o information relating to the gross national or gross domestic product of the
United States or other countries or regions,
o comparisons of various market sectors or indices to demonstrate performance,
risk, or other characteristics of the Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

AccountLink. When shares are purchased through AccountLink, each purchase must be at
least $25. Effective November 1, 2002, for any new Asset Builder Plan, each purchase
through AccountLink must be at least $50 and shareholders must invest at least $500
---
before an Asset Builder Plan can be established on a new account. Accounts established
prior to November 1, 2001, will remain at $25 for additional purchases. Shares will be
purchased on the regular business day the Distributor is instructed to initiate the
Automated Clearing House ("ACH") transfer to buy the shares. Dividends will begin to
accrue on shares purchased with the proceeds of ACH transfers on the business day the
Fund receives Federal Funds for the purchase through the ACH system before the close
of The New York Stock Exchange. The Exchange normally closes at 4:00 P.M., but may
close earlier on certain days. If Federal Funds are received on a business day after
the close of the Exchange, the shares will be purchased and dividends will begin to
accrue on the next regular business day. The proceeds of ACH transfers are normally
received by the Fund three days after the transfers are initiated. If the proceeds of
the ACH transfer are not received on a timely basis, the Distributor reserves the
right to cancel the purchase order. The Distributor and the Fund are not responsible
for any delays in purchasing shares resulting from delays in ACH transmissions.

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

|X| Right of Accumulation. To qualify for the lower sales charge rates that
apply to larger purchases of Class A shares, you and your spouse can add together:

o Class A, Class B and Class N shares you purchase for your individual
accounts (including IRA's and 403(b) plans), or for your joint accounts,
or for trust or custodial accounts on behalf of your children who are
minors, and
o current purchases of Class A, Class B and Class N shares of the Fund and
other Oppenheimer funds to reduce the sales charge rate that applies to
current purchases of Class A shares, and
o Class A, Class B and Class N shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the Oppenheimer
funds.

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

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

Oppenheimer Bond Fund Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund Oppenheimer New York Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Champion Income Fund Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Concentrated Growth Fund Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund Oppenheimer Real Asset Fund
Oppenheimer Discovery Fund Oppenheimer Real Estate Fund
Oppenheimer Emerging Growth Fund Oppenheimer Rochester National Municipals
Oppenheimer Emerging Technologies Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Special Value Fund
Oppenheimer Global Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Core Fund
Oppenheimer Growth Fund Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer High Yield Fund Oppenheimer Trinity Value Fund
Oppenheimer Intermediate Municipal Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer Value Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Company Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Main Street Growth & Income Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Opportunity Fund OSM1 - Mercury Advisors S&P 500 Index
Oppenheimer Main Street Small Cap Fund OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer MidCap Fund OSM1 - QM Active Balanced Fund
Oppenheimer Multiple Strategies Fund OSM1 - Salomon Brothers Capital Fund
Oppenheimer Multi Cap Value Fund
and the following money market funds:

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

1 - "OSM" stands for Oppenheimer Select Managers

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

Letters of Intent. Under a Letter of Intent, if you purchase Class A shares or Class A
and Class B shares of the Fund and other Oppenheimer funds during a 13-month period,
you can reduce the sales charge rate that applies to your purchases of Class A shares.
The total amount of your intended purchases of both Class A and Class B shares will
determine the reduced sales charge rate for the Class A shares purchased during that
period. You can include purchases made up to 90 days before the date of the Letter.

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

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

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

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

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

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

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

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

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

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

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

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

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

Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly from a
bank account, you must enclose a check (the minimum is $25) for the initial purchase
with your application. Currently, the minimum investment is $25 to establish an Asset
Builder Plan, and will remain at $25 for those accounts established prior to November
1, 2002. However, as described above under "AccountLink," for Asset Builder Plans
established on or after November 1, 2002, the minimum investment for new Asset Builder
Plans will increase to $50, each purchase must be at least $50 and shareholders must
---
invest at least $500 before an Asset Builder Plan can be established. Shares
purchased by Asset Builder Plan payments from bank accounts are subject to the
redemption restrictions for recent purchases described in the Prospectus. Asset
Builder Plans may not be used to buy shares for OppenheimerFunds employer-sponsored
qualified retirement accounts.

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

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

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

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

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

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

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

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

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

|X| Availability of Class N Shares. In addition to the description of the
types of retirement plans which may purchase Class N shares contained in the
prospectus, Class N shares also are offered to the following:

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

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

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

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

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

Account Fees. As stated in the Prospectus, effective September 27, 2002, a $12 annual
fee will be charge on any account valued at less than $500. This fee will not be
charged for:
o Accounts that have balances below $500 due to the automatic conversion of
shares from Class B to Class A shares;
o Accounts with an active Asset Builder Plan, payroll deduction plan or a
military allotment plan;
o OppenheimerFunds-sponsored group retirement accounts that are making
continuing purchases;
o Certain accounts held by broker-dealers through the National Securities
Clearing Corporation; and
o Accounts that fall below the $500 threshold due solely to market fluctuations
within the 12-month period preceding the date the fee is deducted.

The first annual fee will be charged on or about September 27, 2002, and
annually thereafter on or about the second to last business day of September. This
annual fee will be waived for any shareholders who elect to access their account
documents through electronic document delivery rather than in paper copy and who elect
to utilize the Internet or PhoneLink as their primary source for their general
servicing needs. To sign up to access account documents electronically via eDocs
Direct, please visit the Service Center on our website at WWW.OPPENHEIMERFUNDS.COM or
------------------------
call 1.888.470.0862 for instructions.

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

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

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

|X| Securities Valuation. The Fund's Board of Trustees has established
procedures for the valuation of the Fund's securities. In general those procedures are
as follows:

o Equity securities traded on a U.S. securities exchange or on NASDAQ are
valued as follows:

(1) if last sale information is regularly reported, they are valued at the last
reported sale price on the principal exchange on which they are
traded or on NASDAQ, as applicable, on that day, or
(2) if last sale information is not available on a valuation date, they are valued
at the last reported sale price preceding the valuation date if it is
within the spread of the closing "bid" and "asked" prices on the
valuation date or, if not, at the closing "bid" price on the
valuation date.

o Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:

(1) at the last sale price available to the pricing service approved by the Board
of Trustees, or
(2) at the last sale price obtained by the Manager from the report of the
principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or
(3) at the mean between the "bid" and "asked" prices obtained from the principal
exchange on which the security is traded or, on the basis of
reasonable inquiry, from two market makers in the security.

o Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices determined by a
portfolio pricing service approved by the Fund's Board of Trustees or obtained by the
Manager from two active market makers in the security on the basis of reasonable
inquiry.

o The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board of Trustees
or obtained by the Manager from two active market makers in the security on the basis
of reasonable inquiry:

(1) debt instruments that have a maturity of more than 397 days when issued,
(2) debt instruments that had a maturity of 397 days or less when issued and have
a remaining maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity of 397 days or less when
issued and which have a remaining maturity of 60 days or less.

o The following securities are valued at cost, adjusted for amortization of
premiums and accretion of discounts:

(1) money market debt securities held by a non-money market fund that had a
maturity of less than 397 days when issued that have a remaining
maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining maturity of
397 days or less.

o Securities (including restricted securities) not having readily-available
market quotations are valued at fair value determined under the Board's procedures. If
the Manager is unable to locate two market makers willing to give quotes, a security
may be priced at the mean between the "bid" and "asked" prices provided by a single
active market maker (which in certain cases may be the "bid" price if no "asked" price
is available).

In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information is not
generally available, the Manager may use pricing services approved by the Board of
Trustees. The pricing service may use "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield and maturity.

Other special factors may be involved (such as the tax-exempt status of the
interest paid by municipal securities). The Manager will monitor the accuracy of the
pricing services. That monitoring may include comparing prices used for portfolio
valuation to actual sales prices of selected securities.

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

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

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

How to Sell Shares

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

Reinvestment Privilege. Within six months of a redemption, a shareholder may reinvest
all or part of the redemption proceeds of:

o Class A shares purchased subject to an initial sales charge or Class A
shares on which a contingent deferred sales charge was paid, or
o Class B shares that were subject to the Class B contingent deferred sales
charge when redeemed.

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

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

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

The Fund has elected to be governed by Rule 18f-1 under the 1940 Act. Under
that rule, the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any one
shareholder. If shares are redeemed in kind, the redeeming shareholder might incur
brokerage or other costs in selling the securities for cash. The Fund will value
securities used to pay redemptions in kind using the same method the Fund uses to
value its portfolio securities described above under "Determination of Net Asset
Values Per Share." That valuation will be made as of the time the redemption price is
determined.

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

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

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

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRA's, 403(b)(7) custodial plans,
401(k) plans or pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed in
"How To Sell Shares" in the Prospectus or on the back cover of this Statement of
Additional Information. The request must

(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the distribution is premature;
and
(3) conform to the requirements of the plan and the Fund's other redemption
requirements.

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

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

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

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

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

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

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

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

|X| Automatic Exchange Plans. Shareholders can authorize the Transfer Agent
to exchange a pre-determined amount of shares of the Fund for shares (of the same
class) of other Oppenheimer funds automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum amount that may be
exchanged to each other fund account is $25. Effective November 1, 2002 the minimum
amount that may be exchanged to each other fund account is $50. Instructions should
be provided on the OppenheimerFunds Application or signature-guaranteed instructions.
Exchanges made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and below in this
Statement of Additional Information.

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

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

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

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

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

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

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

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

How to Exchange Shares

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

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

The following funds only offer Class A shares:
Centennial America Fund, L.P. Centennial Tax Exempt Trust
Centennial California Tax Exempt Trust Oppenheimer Concentrated Growth Fund
Centennial Government Trust Oppenheimer Money Market Fund, Inc.
Centennial Money Market Trust Oppenheimer Real Estate Fund
Centennial New York Tax Exempt Trust Oppenheimer Special Value Fund

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

The following funds do not offer Class Y shares:
Oppenheimer California Municipal Fund Oppenheimer Intermediate Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Cash Reserves Oppenheimer New York Municipal Fund
Oppenheimer Champion Income Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Convertible Securities Fund Oppenheimer Rochester National Municipals
Oppenheimer Disciplined Allocation Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Small Cap Value Fund
Oppenheimer International Small Company Fund Limited Term New York Municipal Fund

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

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

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

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

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

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

o When Class A shares of Oppenheimer Cash Reserves and Oppenheimer Money Market
Fund, Inc. acquired by exchange of Class A shares of any Oppenheimer fund
purchased subject to a Class A contingent deferred sales charge are redeemed
within the Class A holding period of the fund from which the shares were
exchanged, the Class A contingent deferred sales charge of the fund from which the
shares were exchanged is imposed on the redeemed shares. The Class B contingent
deferred sales charge is imposed on Class B shares acquired by exchange if they
are redeemed within six years of the initial purchase of the exchanged Class B
shares. The Class C contingent deferred sales charge is imposed on Class C shares
acquired by exchange if they are redeemed within 12 months of the initial purchase
of the exchanged Class C shares.

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

|_| Limits on Multiple Exchange Orders. The Fund reserves the right to
reject telephone or written exchange requests submitted in bulk by anyone on behalf of
more than one account. The Fund may accept requests for exchanges of up to 50 accounts
per day from representatives of authorized dealers that qualify for this privilege.

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

|_| Processing Exchange Requests. Shares to be exchanged are redeemed on
the regular business day the Transfer Agent receives an exchange request in proper
form (the "Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by either fund up
to five business days if it determines that it would be disadvantaged by an immediate
transfer of the redemption proceeds. The Fund reserves the right, in its discretion,
to refuse any exchange request that may disadvantage it. For example, if the receipt
of multiple exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the Fund, the Fund
may refuse the request. When you exchange some or all of your shares from one fund to
another, any special account feature such as an Asset Builder Plan or Automatic
Withdrawal Plan, will be switched to the new fund account unless you tell the Transfer
Agent not to do so. However, special redemption and exchange features such as
Automatic Exchange Plans and Automatic Withdrawal Plans cannot be switched to an
account in Oppenheimer Senior Floating Rate Fund.

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

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

Dividends, Capital Gains and Taxes

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

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

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

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

|X| Qualification as a Regulated Investment Company. The Fund has elected to
be taxed as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended. As a regulated investment company, the Fund is not subject
to federal income tax on the portion of its investment company taxable income (that
is, taxable interest, dividends, other taxable ordinary income net of expenses and net
short-term capital gain in excess of long-term capital loss) and capital gain net
income (that is, the excess of net long-term capital gains over net short-term capital
losses) that it distributes to shareholders. That qualification enables the Fund to
"pass through" its income and realized capital gains to shareholders. This avoids a
"double tax" on that income and capital gains, since shareholders normally will be
taxed on the dividends and capital gains they receive from the Fund (unless their Fund
shares are held in a retirement account or the shareholder is otherwise exempt from
tax).

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

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

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

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

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

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

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

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

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

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

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

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

The Fund will be required in certain cases to withhold 30% (29% for payments
after December 31, 2003) of ordinary income dividends, capital gains distributions and
the proceeds of the redemption of shares, paid to any shareholder (1) who has failed
to provide a correct taxpayer identification number or to properly certify that
-------
number when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to certify
to the Fund that the shareholder is not subject to backup withholding or is an "exempt
recipient" (such as a corporation. All income and any tax withheld by the Fund is
remitted by the Fund to the U.S. Treasury and is identified in reports mailed to
shareholders in January of each year.

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

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

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

Ordinary income dividends that are paid by the Fund (and are deemed not
"effectively connected income") to foreign persons will be subject to a U.S. tax
withheld by the Fund at a rate of 30%, provided the Fund obtains a properly completed
and signed Certificate of Foreign Status. The tax rate may be reduced if the foreign
person's country of residence has a tax treaty with the U.S. allowing for a reduced
tax rate on ordinary income dividends paid by the Fund. All income and any tax
withheld by the Fund is remitted by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in March of each year.

If the ordinary income dividends from the Fund are effectively connected with
the conduct of a U.S. trade or business, then the foreign person may claim an
exemption from the U.S. tax described above provided the Fund obtains a properly
completed and signed Certificate of Foreign Status.

If the foreign person fails to provide a certification of his/her foreign
status, the Fund will be required to withhold U.S. tax at a rate of 30% (29% for
payments after December 31, 2003) on ordinary income dividends, capital gains
distributions and the proceeds of the redemption of shares, paid to any foreign
person. All income and any tax withheld (in this situation) by the Fund is remitted by
the Fund to the U.S. Treasury and is identified in reports mailed to shareholders in
January of each year.

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

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

Additional Information About the Fund

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

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

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

Independent Auditors. Ernst & Young LLP are the independent auditors of the Fund.
They audit the Fund's financial statements and perform other related audit services.
They also act as auditors for the Manager and certain other funds advised by the
Manager and its affiliates.

A-1
Appendix A

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

B-11
Appendix B

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

In certain cases, the initial sales charge that applies to purchases of Class A
shares1 of the Oppenheimer funds or the contingent deferred sales charge that may apply
to Class A, Class B or Class C shares may be waived.2 That is because of the
economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred
to in this document as the "Distributor"), or by dealers or other financial
institutions that offer those shares to certain classes of investors.

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

For the purposes of some of the waivers described below and in the Prospectus and
Statement of Additional Information of the applicable Oppenheimer funds, the term
"Retirement Plan" refers to the following types of plans:
1) plans qualified under Sections 401(a) or 401(k) of the Internal
Revenue Code,
2) non-qualified deferred compensation plans,
3) employee benefit plans3
4) Group Retirement Plans4
5) 403(b)(7) custodial plan accounts
6) Individual Retirement Accounts ("IRAs"), including traditional IRAs,
Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

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

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.
I.

Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
----------------------------------------------------------------------------------------

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

There is no initial sales charge on purchases of Class A shares of any of the
Oppenheimer funds in the cases listed below. However, these purchases may be subject
to the Class A contingent deferred sales charge if redeemed within 18 months (24
months in the case of Oppenheimer Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their purchase, as described in
the Prospectus (unless a waiver described elsewhere in this Appendix applies to the
redemption). Additionally, on shares purchased under these waivers that are subject to
the Class A contingent deferred sales charge, the Distributor will pay the applicable
concession described in the Prospectus under "Class A Contingent Deferred Sales
Charge."5 This waiver provision applies to:
|_| Purchases of Class A shares aggregating $1 million or more.
|_| Purchases of Class A shares by a Retirement Plan that was permitted to
purchase such shares at net asset value but subject to a contingent
deferred sales charge prior to March 1, 2001. That included plans (other
than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares costing
$500,000 or more, 2) had at the time of purchase 100 or more eligible
employees or total plan assets of $500,000 or more, or 3) certified to
the Distributor that it projects to have annual plan purchases of
$200,000 or more.
|_| Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the purchases are
made:
1) through a broker, dealer, bank or registered investment adviser that
has made special arrangements with the Distributor for those
purchases, or
2) by a direct rollover of a distribution from a qualified Retirement
Plan if the administrator of that Plan has made special arrangements
with the Distributor for those purchases.
|_| Purchases of Class A shares by Retirement Plans that have any of the following
record-keeping arrangements:
1) The record keeping is performed by Merrill Lynch Pierce Fenner &
Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
Retirement Plan. On the date the plan sponsor signs the
record-keeping service agreement with Merrill Lynch, the Plan must
have $3 million or more of its assets invested in (a) mutual funds,
other than those advised or managed by Merrill Lynch Investment
Management, L.P. ("MLIM"), that are made available under a Service
Agreement between Merrill Lynch and the mutual fund's principal
underwriter or distributor, and (b) funds advised or managed by
MLIM (the funds described in (a) and (b) are referred to as
"Applicable Investments").
2) The record keeping for the Retirement Plan is performed on a daily
valuation basis by a record keeper whose services are provided under
a contract or arrangement between the Retirement Plan and Merrill
Lynch. On the date the plan sponsor signs the record keeping service
agreement with Merrill Lynch, the Plan must have $3 million or more
of its assets (excluding assets invested in money market funds)
invested in Applicable Investments.
3) The record keeping for a Retirement Plan is handled under a service
agreement with Merrill Lynch and on the date the plan sponsor signs
that agreement, the Plan has 500 or more eligible employees (as
determined by the Merrill Lynch plan conversion manager).

II. Waivers of Class A Sales Charges of Oppenheimer Funds
----------------------------------------------------------------------------------------

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

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

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

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

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

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

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be waived for
redemptions of shares in the following cases:
|_| Shares redeemed involuntarily, as described in "Shareholder Account Rules and
Policies," in the applicable Prospectus.
|_| Redemptions from accounts other than Retirement Plans following the death or
disability of the last surviving shareholder, including a trustee of a
grantor trust or revocable living trust for which the trustee is also the
sole beneficiary. The death or disability must have occurred after the
account was established, and for disability you must provide evidence of
a determination of disability by the Social Security Administration.
|_| Distributions from accounts for which the broker-dealer of record has entered
into a special agreement with the Distributor allowing this waiver.
|_| Redemptions of Class B shares held by Retirement Plans whose records are
maintained on a daily valuation basis by Merrill Lynch or an independent
record keeper under a contract with Merrill Lynch.
|_| Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
accounts of clients of financial institutions that have entered into a
special arrangement with the Distributor for this purpose.
|_| Redemptions requested in writing by a Retirement Plan sponsor of Class C
shares of an Oppenheimer fund in amounts of $500,000 or more and made
more than 12 months after the Retirement Plan's first purchase of Class C
shares, if the redemption proceeds are invested in Class N shares of one
or more Oppenheimer funds.
|_| Distributions8 from Retirement Plans or other employee benefit plans for any
of the following purposes:
1) Following the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary. The death or disability must
occur after the participant's account was established in an
Oppenheimer fund.
2) To return excess contributions made to a participant's account.
3) To return contributions made due to a mistake of fact.
4) To make hardship withdrawals, as defined in the plan.9
5) To make distributions required under a Qualified Domestic Relations
Order or, in the case of an IRA, a divorce or separation agreement
described in Section 71(b) of the Internal Revenue Code.
6) To meet the minimum distribution requirements of the Internal Revenue
Code.
7) To make "substantially equal periodic payments" as described in
Section 72(t) of the Internal Revenue Code.
8) For loans to participants or beneficiaries.10
9) On account of the participant's separation from service.11
10) Participant-directed redemptions to purchase shares of a mutual fund
(other than a fund managed by the Manager or a subsidiary of the
Manager) offered as an investment option in a Retirement Plan if the
plan has made special arrangements with the Distributor.
11) Distributions made on account of a plan termination or "in-service"
distributions, if the redemption proceeds are rolled over directly to
an OppenheimerFunds-sponsored IRA.
12) For distributions from a participant's account under an Automatic
Withdrawal Plan after the participant reaches age 59 1/2, as long as the
aggregate value of the distributions does not exceed 10% of the
account's value, adjusted annually.
13) Redemptions of Class B shares under an Automatic Withdrawal Plan for
an account other than a Retirement Plan, if the aggregate value of
the redeemed shares does not exceed 10% of the account's value,
adjusted annually.
14) For distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special arrangement with the Distributor allowing
this waiver.
|_| Redemptions of Class B shares or Class C shares under an Automatic Withdrawal
Plan from an account other than a Retirement Plan if the aggregate value
of the redeemed shares does not exceed 10% of the account's value
annually.

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

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

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

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

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

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

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

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Oppenheimer Multi Cap Value Fund

Investment Adviser
OppenheimerFunds, Inc.
498 Seventh Avenue
New York, New York 10018

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

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian Bank
Citibank N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
Ernst & Young LLP
787 Seventh Avenue
New York, NY 10019

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

PX600.1102

1234

--------
1 The address of each Trustee is 6803 S. Tucson Way, Centennial, CO 80112-3924.
2 Each Trustee serves for an indefinite term, until his resignation, retirement, death
or removal.

3 The address of Mr. Walcott is 6803 S. Tucson Way, Centennial, CO 80112-3924.
4 Each Trustee serves for an indefinite term, until his resignation, retirement, death
or removal.
5 Includes shares owned by Mr. Walcott in other Oppenheimer Funds for which he serves
as director or trustee.
6 The address of Mr. Murphy is 498 Seventh Avenue, New York, NY 10018.
7 Each Trustee serves for an indefinite term, until his resignation, retirement, death
or removal.
8 Includes shares owned by Mr. Murphy in other Oppenheimer Funds for which he serves
as director or trustee.
9 The address of each Officer is 498 Seventh Avenue, New York, NY 10018 except for
Mr. Wixted and Ms. Ives, whose address is 6803 S. Tucson Way, Centennial, CO
80112-3924.
10 Each Officer serves for an annual term, or until his or her resignation, death or
removal.
1 Certain waivers also apply to Class M shares of Oppenheimer Convertible Securities
Fund.
2 In the case of Oppenheimer Senior Floating Rate Fund, a continuously-offered
closed-end fund, references to contingent deferred sales charges mean the Fund's Early
Withdrawal Charges and references to "redemptions" mean "repurchases" of shares.
3 An "employee benefit plan" means any plan or arrangement, whether or not it is
"qualified" under the Internal Revenue Code, under which Class N shares of an
Oppenheimer fund or funds are purchased by a fiduciary or other administrator for the
account of participants who are employees of a single employer or of affiliated
employers. These may include, for example, medical savings accounts, payroll deduction
plans or similar plans. The fund accounts must be registered in the name of the
fiduciary or administrator purchasing the shares for the benefit of participants in
the plan.
4 The term "Group Retirement Plan" means any qualified or non-qualified retirement
plan for employees of a corporation or sole proprietorship, members and employees of a
partnership or association or other organized group of persons (the members of which
may include other groups), if the group has made special arrangements with the
Distributor and all members of the group participating in (or who are eligible to
participate in) the plan purchase shares of an Oppenheimer fund or funds through a
single investment dealer, broker or other financial institution designated by the
group. Such plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement Plan" also
includes qualified retirement plans and non-qualified deferred compensation plans and
IRAs that purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution that has made special arrangements with
the Distributor.
5 However, that concession will not be paid on purchases of shares in amounts of $1
million or more (including any right of accumulation) by a Retirement Plan that pays
for the purchase with the redemption proceeds of Class C shares of one or more
Oppenheimer funds held by the Plan for more than one year.
6 This provision does not apply to IRAs.
7 This provision does not apply to 403(b)(7) custodial plans if the participant is
less than age 55, nor to IRAs.
8 The distribution must be requested prior to Plan termination or the elimination of
the Oppenheimer funds as an investment option under the Plan.
9 This provision does not apply to IRAs.
10 This provision does not apply to loans from 403(b)(7) custodial plans and loans
from the Oppenheimer Funds sponsored single K plan.
11 This provision does not apply to 403(b)(7) custodial plans if the participant is
less than age 55, nor to IRAs.

OPPENHEIMER MULTI CAP VALUE FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. - Exhibits

(a) Declaration of Trust dated August 27, 2002: Filed herewith.

(b) By-Laws: Filed herewith.

(ii) Specimen Class B Share Certificate: Filed herewith.

(iii) Specimen Class C Share Certificate: Filed herewith.

(iv) Specimen Class N Share Certificate: Filed herewith.

(v) Specimen Class Y Share Certificate: Filed herewith.

(d) Form of Investment Advisory Agreement: Filed herewith.

(e) (i) Form of General Distributor's Agreement: Filed herewith.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and incorporated herein
by reference.

(iii) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and incorporated herein
by reference.

(iv) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707), 8/25/99, and incorporated herein
by reference.

(f) (i) Retirement Plan for Non-Interested Trustees or Directors dated June 7,
1990: Previously filed with Post-Effective Amendment No. 97 to the Registration
Statement of Oppenheimer Fund (Reg. No. 2-14586), 8/30/90, refiled with Post-Effective
Amendment No. 45 of Oppenheimer Growth Fund (Reg. No. 2-45272), 8/22/94, pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.

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

(g) Form of Global Custodial Services Agreement between Registrant and Citibank
N.A.: Filed herewith.

(h) Not applicable.

(i) Opinion and Consent of Counsel: To be filed by amendment.

(j) Independent Auditors' Consent: To be filed by amendment.

(k) Not applicable.

Investment Letter from OppenheimerFunds, Inc. to Registrant: Filed herewith.

(m) (i) Form of Service Plan and Agreement for Class A shares: Filed herewith.

(ii) Form of Distribution and Service Plan and Agreement for Class B shares: Filed
herewith.

(iii) Form of Distribution and Service Plan and Agreement for Class C shares: Filed
herewith.

(iv) Form of Distribution and Service Plan and Agreement for Class N shares: Filed
herewith.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 dated March 18, 1996
and updated through 8/21/01.

(o) Powers of Attorney: To be filed by Amendment.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1,
2000 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with the
Initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176), 8/21/00, and incorporated herein by reference.

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

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

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

Name and Current Position with OppenheimerFunds, Inc.
Other Business and Connections During the Past Two Years
Timothy L. Abbuhl,
Assistant Vice President None
Amy B. Adamshick,
Vice President None
Charles E. Albers,
Senior Vice President None
Edward J. Amberger,
Assistant Vice President None
Erik Anderson,
Assistant Vice President None
Janette Aprilante,
Vice President & Secretary As of January 2002: Secretary of
OppenheimerFunds, Distributor, Inc., Centennial Asset Management Corporation,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc.,
Shareholder Financial Services, Inc., Shareholder Services, Inc.; Assistant Secretary
of HarbourView Asset Management Corporation, OFI Private Investments, Inc.,
Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.
Hany S. Ayad,
Assistant Vice President None
Victor W. Babin,
Senior Vice President None
Bruce L. Bartlett,
Senior Vice President None
John Michael Banta,
Assistant Vice President None
Lerae A. Barela,
Assistant Vice President None
George Batejan,
Executive Vice President/
Chief Information Officer None
Kevin Baum,
Vice President None
Connie Bechtolt,
Assistant Vice President None
Robert Behal
Assistant Vice President Assistant Vice President of HarbourView
Asset Management Corporation. Formerly, Associate Director at MetLife (Jan 2000-May
2000).
Kathleen Beichert,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Erik S. Berg,
Assistant Vice President None
Rajeev Bhaman,
Vice President None
Mark Binning,
Assistant Vice President None
Robert J. Bishop,
Vice President None
John R. Blomfield,
Vice President None
Chad Boll,
Assistant Vice President None
Lowell Scott Brooks,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Richard Buckmaster,
Vice President None
Mark Burns,
Assistant Vice President Formerly a Marketing Manager with Alliance
Capital Management (October 1999-April 2001).
Bruce Burroughs
Vice President None
Claudia Calich,
Assistant Vice President None
Michael A. Carbuto,
Vice President None
Ronald G. Chibnik,
Assistant Vice President Director of technology for Sapient
Corporation (July, 2000-August 2001); software architect for Sapient Corporation
(March 1997-July 2000).
H.C. Digby Clements,
Vice President: Rochester Division None
Peter V. Cocuzza,
Vice President None
Julie C. Cusker,
Assistant Vice President:
Rochester Division None
John Damian,
Vice President Formerly senior analyst/director for
Citigroup Asset Management (November 1999-September 2001).
O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer & Director Chairman of the Board and a director (since
June 1999) and Senior Managing Director (since December 1998) of HarbourView Asset
Management Corporation; a director (since July 2001) of Oppenheimer Acquisition
Corp.; a director (since March 2000) of OFI Private Investments, Inc.; Chairman of
the Board, Senior Managing Director and director (since February 2001) of OFI
Institutional Asset Management, Inc.; Trustee (since 1993) of Awhtolia College -
Greece.
John M. Davis,
Assistant Vice President Assistant Vice President of
OppenheimerFunds Distributor, Inc.
Robert A. Densen,
Senior Vice President None
Ruggero de'Rossi,
Vice President None
Craig P. Dinsell,
Executive Vice President None
Randall C. Dishmon,
Assistant Vice President Formerly an Associate with Booz Allen &
Hamilton (1998-June 2001).
Rebecca K. Dolan
Vice President None
Steven D. Dombrower,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Bruce C. Dunbar,
Vice President None
Richard Edmiston,
Assistant Vice President None
Daniel R. Engstrom,
Assistant Vice President None
Armand B. Erpf,
Assistant Vice President None
James Robert Erven
Assistant Vice President Formerly an Assistant Vice President/Senior
Trader with Morgan Stanley Investment Management (1999-April 2002).
George R. Evans,
Vice President None
Edward N. Everett,
Vice President None
George Fahey,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Scott T. Farrar,
Vice President None
Katherine P. Feld,
Vice President, Senior Counsel Vice President of OppenheimerFunds,
Distributor, Inc.; Vice President, Assistant Secretary and Director of Centennial
Asset Management Corporation; Vice President of Oppenheimer Real Asset Management,
Inc.
Ronald H. Fielding,
Senior Vice President;
Chairman: Rochester Division Vice President of OppenheimerFunds
Distributor, Inc.; Director of ICI Mutual Insurance Company; Governor of St. John's
College; Chairman of the Board of Directors of International Museum of Photography at
George Eastman House.
Paul Fitzsimmons,
Assistant Vice President Assistant Vice President of HarbourView
Asset Management Corporation.
P. Lyman Foster,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
David Foxhoven,
Assistant Vice President Assistant Vice President of
OppenheimerFunds Legacy Program.
Colleen M. Franca,
Assistant Vice President None
Crystal French,
Vice President None
Dan P. Gangemi,
Vice President None
Dan Gagliardo,
Assistant Vice President Formerly an Assistant Vice President with
Mitchell Hutchins (January 2000-October 2000).
Subrata Ghose,
Assistant Vice President None
Charles W. Gilbert,
Assistant Vice President None
Alan C. Gilston,
Vice President None
Sharon M. Giordano,
Assistant Vice President None
Jill E. Glazerman,
Vice President None
Paul M. Goldenberg,
Vice President None
Mike Goldverg,
Assistant Vice President None
Bejamin J. Gord,
Vice President Vice President of HarbourView Asset
Management Corporation. Formerly Executive Director with Miller Anderson Sherrerd, a
division of Morgan Stanley Investment Management. (April 1992-March 2002).
Laura Granger,
Vice President Formerly a portfolio manager at Fortis
Advisors (July 1998-October 2000).
Robert Grill,
Senior Vice President None
Robert Guy,
Senior Vice President None
David Hager,
Vice President None
Robert Haley,
Assistant Vice President None
Marilyn Hall,
Vice President None
Kelly Haney,
Assistant Vice President None
Thomas B. Hayes,
Vice President None
Dorothy F. Hirshman,
Vice President None
Merryl I. Hoffman,
Vice President & Senior Counsel As of December 2001: Secretary of
HarbourView Asset Management Corporation, OFI Private Investments, Inc. and OFI
Institutional Asset Management, Inc.; Assistant Secretary of OppenheimerFunds Legacy
Program.
Scott T. Huebl,
Vice President Assistant Vice President of
OppenheimerFunds Legacy Program.
Margaret Hui,
Assistant Vice President None
John Huttlin,
Vice President None
James G. Hyland,
Assistant Vice President None
Steve P. Ilnitzki,
Senior Vice President Formerly Vice President of Product
Management at Ameritrade (until March 2000).
Kathleen T. Ives,
Vice President & Assistant Counsel Vice President of OppenheimerFunds
Distributor, Inc.; Vice President and Assistant Secretary of Shareholder Services,
Inc.; Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder
Financial Services, Inc.
William Jaume,
Vice President Senior Vice President and Chief Compliance
Officer (since April 2000) of HarbourView Asset Management Corporation; and of OFI
Institutional Asset Management, Inc. (since February 2001).
Frank V. Jennings,
Vice President None
John Jennings,
Vice President None
John Michael Johnson,
Assistant Vice President Formerly Vice President, Senior
Analyst/Portfolio Manager at Aladdin Capital Holdings Inc. (February 2001-May 2002)
prior to which he was Vice President and Senior Analyst at Merrill Lynch Investment
Managers (October 1996-February 2001).
Lewis A. Kamman,
Vice President None
Jennifer E. Kane,
Assistant Vice President None.
Lynn O. Keeshan,
Senior Vice President None
Thomas W. Keffer,
Senior Vice President None
Cristina J. Keller,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Michael Keogh,
Vice President None
Garrett K. Kolb,
Assistant Vice President None
Walter G. Konops,
Assistant Vice President None
Avram D. Kornberg,
Senior Vice President None
James Kourkoulakos,
Vice President None
Guy E. Leaf,
Vice President Vice President of Merrill Lynch (January
2000-September 2001.
Christopher M. Leavy,
Senior Vice President Formerly Vice President and portfolio
manager at Morgan Stanley Investment Management (1997-September 2000).
Dina C. Lee,
Assistant Vice President & Assistant Counsel
Formerly an attorney with Van Eck Global (until December 2000).
Laura Leitzinger,
Vice President Vice President of Shareholder Financial
Services, Inc.
Michael S. Levine,
Vice President None
Gang Li,
Assistant Vice President None
Shanquan Li,
Vice President None
Mitchell J. Lindauer,
Vice President & Assistant General CounselNone
Bill Linden,
Assistant Vice President None
Malissa B. Lischin,
Assistant Vice President Assistant Vice President of
OppenheimerFunds Distributor, Inc.
Reed Litcher,
Vice President None
David P. Lolli,
Assistant Vice President None
Daniel G. Loughran
Vice President: Rochester Division None
Patricia Lovett,
Vice President Vice President of Shareholder Financial
Services, Inc. and Senior Vice President of Shareholder Services, Inc.
Steve Macchia,
Vice President None
Angelo G. Manioudakis
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation. Formerly Executive Director and portfolio manager for Miller,
Anderson & Sherrerd, a division of Morgan Stanley Investment Management (August
1993-April 2002).
Marianne Manzolillo,
Assistant Vice President None
Philip T. Masterson,
Vice President & Assistant Counsel None
Charles L. McKenzie,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation and OFI Institutional Asset Management Corporation.
Lisa Migan,
Assistant Vice President None
Andrew J. Mika,
Senior Vice President None
Joy Milan,
Vice President None
Denis R. Molleur,
Vice President & Senior Counsel None
Nikolaos D. Monoyios,
Vice President None
Charles Moon,
Vice President Vice President of HarbourView Asset
Management Corporation. Formerly an Executive Director and Portfolio Manager with
Miller Anderson & Sherrerd, a division of Morgan Stanley Investment Management (June
1999-March 2002).
John Murphy,
Chairman, President, Chief Executive Officer & Director
Director of OppenheimerFunds Distributor, Inc., Centennial Asset Management
Corporation, HarbourView Asset Management Corporation, OFI Private Investments, Inc.,
OFI Institutional Asset Management, Inc. and Tremont Advisers, Inc.; Director (Class
A) of Trinity Investments Management Corporation; President and Director of
Oppenheimer Acquisition Corp., Oppenheimer Partnership Holdings, Inc., Oppenheimer
Real Asset Management, Inc.; Chairman and Director of Shareholder Financial Services,
Inc. and Shareholder Services, Inc.; Executive Vice President of MassMutual Life
Insurance Company; director of DLB Acquisition Corp.
Thomas J. Murray,
Vice President None
Kenneth Nadler,
Vice President None
David Negri,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation.
Richard Nichols,
Vice President None
Barbara Niederbrach,
Assistant Vice President None
Raymond C. Olson,
Assistant Vice President Assistant Vice President and Treasurer of
OppenheimerFunds Distributor, Inc.; Treasurer of Centennial Asset Management
Corporation.
Frank J. Pavlak,
Vice President None
David P. Pellegrino,
Vice President None
Allison C. Pells,
Assistant Vice President None
James F. Phillips,
Vice President None
Raghaw Prasad,
Assistant Vice President
Jane C. Putnam,
Vice President None
Michael E. Quinn,
Vice President None
Julie S. Radtke,
Vice President None
Norma J. Rapini,
Assistant Vice President:
Rochester Division None
Thomas P. Reedy,
Vice President Vice President (since April 1999) of
HarbourView Asset Management Corporation.
Brian N. Reid,
Assistant Vice President Formerly an Assistant Vice President with
Eaton Vance Management (January 2000-January 2002).
Kristina Richardson,
Assistant Vice President None
David Robertson,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
Rob Robis,
Assistant Vice President None
Antoinette Rodriguez,
Assistant Vice President None
Jeffrey S. Rosen,
Vice President None
Richard H. Rubinstein,
Senior Vice President None
James H. Ruff,
Executive Vice President President and director of OppenheimerFunds
Distributor, Inc. and Centennial Asset Management Corporation; Executive Vice
President of OFI Private Investments, Inc.
Andrew Ruotolo
Executive Vice President and Director President and director of Shareholder
Services, Inc. and Shareholder Financial Services, Inc., Director (Class A) of
Trinity Investment Management Corporation
Rohit Sah,
Assistant Vice President None
Valerie Sanders,
Vice President None
Jeffrey R. Schneider,
Vice President None
Ellen P. Schoenfeld,
Vice President None
David Schultz,
Senior Vice President Chief Executive Officer, President & Senior
Managing Director & Director of OFI Institutional Asset Management, Inc. and
HarbourView Asset Management Corporation; Director (Class A) and Chairman of Trinity
Investment Management Corporation; Director of Oppenheimer Trust Company.
Scott A. Schwegel,
Assistant Vice President None
Allan P. Sedmak
Assistant Vice President None
Jennifer L. Sexton,
Vice President Vice President of OFI Private Investments,
Inc.
Martha A. Shapiro,
Vice President None
Navin Sharma,
Vice President Formerly, Manager at BNP Paribas Cooper
Neff Advisors (May 2001-April 2002) prior to which he was Development Manager at
Reality Online/Reuters America Inc. (June 2000-May 2001).
Steven J. Sheerin,
Vice President Formerly consultant with Pricewaterhouse
Coopers (November 2000-May 2001) prior to which he was a Vice President of Merrill
Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).
Bonnie Sherman,
Assistant Vice President None
David C. Sitgreaves,
Assistant Vice President None
Edward James Sivigny
Assistant Vice President Formerly a Director for ABN Amro Securities
(July 2001-July 2002) prior to which he was Associate Director for Barclays Capital
(1998-July 2001).
Enrique H. Smith,
Assistant Vice President Formerly a business analyst with Goldman
Sachs (August 1999-August 2001).
Richard A. Soper,
Vice President None
Louis Sortino,
Assistant Vice President:
Rochester Division None
Keith J. Spencer,
Vice President None
Marco Antonio Spinar,
Assistant Vice President Formerly, Director of Business Operations
at AOL Time Warner, AOL Time Warner Book Group (June 2000-December 2001).
Richard A. Stein,
Vice President: Rochester Division None
Arthur P. Steinmetz,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation.
Jayne M. Stevlingson,
Vice President None
Gregory J. Stitt,
Vice President None
John P. Stoma,
Senior Vice President Senior Vice President of OppenheimerFunds
Distributor, Inc.
Wayne Strauss,
Assistant Vice President:
Rochester Division None
Michael Stricker,
Vice President None
Deborah A. Sullivan,
Assistant Vice President,
Assistant Counsel Since December 2001, Secretary of
Oppenheimer Trust Company.
Mary Sullivan,
Assistant Vice President None
Kevin L. Surrett,
Assistant Vice President None
Susan B. Switzer,
Vice President None
Anthony A. Tanner,
Vice President: Rochester Division None
Paul Temple,
Vice President Formerly a Vice President of Merrill Lynch
(October 2001-January 2002) prior to which he was a Vice President with
OppenheimerFunds, Inc. (May 2000-October 5, 2001).
Eamon Tubridy,
Assistant Vice President None
James F. Turner,
Vice President Formerly portfolio manager for Technology
Crossover Ventures (May 2000-March 2001).
Cameron Ullyat,
Assistant Vice President None
Mark S. Vandehey,
Vice President Vice President of OppenheimerFunds
Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services,
Inc.
Maureen Van Norstrand,
Assistant Vice President None
Vincent Vermette,
Assistant Vice President Assistant Vice President of
OppenheimerFunds Distributor, Inc.
Phillip F. Vottiero,
Vice President None
Samuel Sloan Walker,
Vice President Vice President of HarbourView Asset
Management Corporation.
Teresa M. Ward,
Vice President Vice President of OppenheimerFunds
Distributor, Inc.
Darrin L. Watts,
Assistant Vice President None
Jerry A. Webman,
Senior Vice President Senior Vice President of HarbourView Asset
Management Corporation.
Christopher D. Weiler,
Assistant Vice President:
Rochester Division None
Barry D. Weiss,
Vice President None
Melissa Lynn Weiss,
Vice President Formerly an Associate at Hoguet Newman &
Regal, LLP (January 1998-May 2002).
Christine Wells,
Vice President None
Joseph J. Welsh,
Vice President None
Diederick Wermolder,
Vice President Director of OppenheimerFunds International
Ltd.; Senior Vice President (Managing Director of the International Division) of OFI
Institutional Asset Management, Inc.
Catherine M. White,
Assistant Vice President Assistant Vice President of
OppenheimerFunds Distributor, Inc. Formerly, Assistant Vice President with Gruntal &
Co. LLC (September 1998 - October 2000); member of the American Society of Pension
Actuaries (ASPA) since 1995.
William L. Wilby,
Senior Vice President Formerly Senior Vice President of
HarbourView Asset Management Corporation (May 1999-July 2002).
Donna M. Winn,
Senior Vice President President, Chief Executive Officer and
Director of OFI Private Investments, Inc.; Director and President of OppenheimerFunds
Legacy Program; Senior Vice President of OppenheimerFunds Distributor, Inc.
Kenneth Winston,
Senior Vice President Principal at Richards & Tierney, Inc.
(until June 2001).
Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer of HarbourView Asset Management
Corporation; OppenheimerFunds International Ltd., Oppenheimer Partnership Holdings,
Inc., Oppenheimer Real Asset Management Corporation, Shareholder Services, Inc.,
Shareholder Financial Services, Inc., OFI Private Investments, Inc. and OFI
Institutional Asset Management, Inc.; Treasurer and Chief Financial Officer of
Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp. and
OppenheimerFunds Legacy Program.
Carol Wolf,
Senior Vice President Serves on the Board of the Colorado Ballet.
Kurt Wolfgruber,
Senior Vice President Director of Tremont Advisers, Inc. (as of
January 2002).
Caleb C. Wong,
Vice President None
Edward C. Yoensky,
Assistant Vice President None
Robert G. Zack
Senior Vice President and
General Counsel General Counsel and Director of
OppenheimerFunds Distributor, Inc.; General Counsel of Centennial Asset Management
Corporation; Senior Vice President and General Counsel of HarbourView Asset
Management Corporation and OFI Institutional Asset Management, Inc.; Senior Vice
President, General Counsel and Director of Shareholder Financial Services, Inc.,
Shareholder Services, Inc., OFI Private Investments, Inc. and Oppenheimer Trust
Company; Vice President and Director of Oppenheimer Partnership Holdings, Inc.;
Secretary of OAC Acquisition Corp.; Director and Assistant Secretary of
OppenheimerFunds International Ltd.; Director of Oppenheimer Real Asset Management,
Inc.; Vice President of OppenheimerFunds Legacy Program.
Jill Zachman,
Vice President: Rochester Division None
Neal A. Zamore,
Vice President None
Mark D. Zavanelli,
Vice President None
Alex Zhou,
Assistant Vice President None
Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999) of
HarbourView Asset Management Corporation.

The Oppenheimer Funds include the following:

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

The address of the Oppenheimer funds listed above, Shareholder Financial Services,
Inc., Shareholder Services, Inc., OppenheimerFunds Services, Centennial Asset
Management Corporation, Centennial Capital Corp., Oppenheimer Real Asset Management,
Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial,
Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., Oppenheimer
Acquisition Corp., OFI Private Investments, Inc., OAM Institutional, Inc. and
Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York 10018.

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

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower
Abbey Street, Dublin 1, Ireland.

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

Item 27. Principal Underwriter

(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's
shares. It is also the Distributor of each of the other registered open-end investment
companies for which OppenheimerFunds, Inc. is the investment adviser, as described in
Part A and B of this Registration Statement and listed in Item 26(b) above (except
Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for
MassMutual Institutional Funds.

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

Name & Principal
Business Address Position & Office
with Underwriter Position and Office
with Registrant
Robert Agan(1) Vice President None
Janette Aprilante(1) Secretary None
Jason R. Bach
3264 Winthrop Cricle
Marietta, GA 30067 Vice President None
Kathleen Beichert(1) Vice President None
Gabriella Bercze(2) Vice President None
Douglas S. Blankenship
17011 Woodbark
Spring, TX 77379 Vice President None
Tracey Blinzler(1) Assistant Vice President None
Kevin Bonner(1) Vice President None
L. Scott Brooks(2) Vice President None
Kevin E. Brosmith
170 Phillip Court
Lake Bluff, IL 60044 Senior Vice President None
Jeffrey W. Bryan(2) Vice President None
Susan Burton
412 Towne Green Circle
Addison, TX 75001 Vice President None
Kathleen Mary Byron
6 Dahlia Drive
Irvine, CA 92618 Vice President None
Robert A. Coli
12 White Tail Lane
Bedminster, NJ 07921 Vice President None
Jill E. Crockett(2) Assistant Vice President None
Jeffrey D. Damia(2) Vice President None
John Davis(2) Assistant Vice President None
Stephen J. Demetrovits(2) Vice President None
Michael W. Dickson
21 Trinity Avenue
Glastonbury, CT 06033 Vice President None
Joseph A. DiMauro
244 McKinley Avenue
Grosse Pointe Farms, MI 48236 Vice President None
Steven Dombrower(w) Vice President None
George P. Dougherty
4090 Redbud Circle
Doylestown, PA 18901 Vice President None
Cliff H. Dunteman
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642 Vice President None
John Eiler(2) Vice President None
Kent M. Elwell
35 Crown Terrace
Yardley, PA 19067 Vice President None
Gregg A. Everett
7124 Trysail Circle
Tampa, FL 33607 Vice President None
George R. Fahey
9 Townview Court
Flemington, NJ 08822 Vice President None
Eric C. Fallon
10 Worth Circle
Newton, MA 02458 Vice President None
Katherine P. Feld(2) Vice President
Assistant Secretary
Mark J. Ferro(2) Vice President None
Ronald H. Fielding(3) Vice President None
Patrick W. Flynn (1) Senior Vice President None
John E. Forrest(2) Senior Vice President None
John ("J) Fortuna(2) Vice President None
P. Lyman Foster(2) Senior Vice President None
Luiggino J. Galleto
10302 Riesling Court
Charlotte, NC 28277 Vice President None
Michelle M. Gans
2700 Polk Street, Apt. #9
San Francisco, CA 94109 Vice President None
Lucio Giliberti
6 Cyndi Court
Flemington, NJ 08822 Vice President None
Raquel Granahan(2) Vice President None
Ralph Grant(2) Senior Vice President None
Michael D. Guman
3913 Pleasant Avenue
Allentown, PA 18103 Vice President None
Tonya N. Hammet
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759 Assistant Vice President None
Clifford W. Heidinger
90 Gates Street
Portsmouth, NH 03801 Vice President None
Phillipe D. Hemery
184 Park Avenue
Rochester, NY 14607 Vice President None
Elyse R. Jurman Herman
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL 33062 Vice President None
Wendy G. Hetson
4 Craig Street
Jericho, NY 11753 Vice President None
Kristen L. Heyburn
2315 Mimosa Drive #2
Houston, TX 77019 Vice President None
William E. Hortz(2) Vice President None
Edward Hrybenko(2) Vice President None
Brian F. Husch(2) Vice President None
Richard L. Hymes(2) Assistant Vice President None
Kathleen T. Ives(1) Vice President
Assistant Secretary
Eric K. Johnson
28 Oxford Avenue
Mill Valley, CA 94941 Vice President None
Mark D. Johnson
15792 Scenic Green Court
Chesterfield, MO 63017 Vice President None
John S. Kavanaugh
2 Cervantes, Apt. #301
San Francisco, CA 94123 Vice President None
Christina J. Keller(2) Vice President None
Brian G. Kelly
60 Larkspur Road
Fairfield, CT 06430 Vice President None
Michael Keogh(2) Vice President None
Lisa Klassen(1) Assistant Vice President None
Richard Klein
4820 Fremont Avenue So.
Minneapolis, MN 55409 Senior Vice President None
Richard Knott(2) Vice President None
Dean Kopperud(2) Senior Vice President None
Brent A. Krantz
P. O. Box 1313
Seahurst, WA 98062 Senior Vice President None
David T. Kuzia
9697 S. Golden Eagle Dr.
Highlands, CO 80126 Vice President None
Tracey Lange(2) Vice President None
Paul R. LeMire Vice President None
Dawn Lind
21 Meadow Lane
Rockville Centre, NY 11570 Vice President None
Malissa Lischin(2) Assistant Vice President None
James V. Loehle
30 Wesley Hill Lane
Warwick, NY 10990 Vice President None
John J. Lynch
5341 Ellsworth
Dallas, TX 75206 Vice President None
Mark Macken
462 Lincoln Avenue
Sayville, NY 11782 Vice President None
Michael Magee(2) Vice President None
Steven C. Manns
1941 W. Wolfram
Chicago, IL 60657 Vice President None
Todd A. Marion
3 St. Marks Place
Cold Spring Harbor, NY 11724 Vice President None
David M. Martin
10155 S. Woodrose Lane
Highlands Ranch, CO 80126 Vice President None
LuAnn Mascia(2) Assistant Vice President None
Theresa-Marie Maynier
2421 Charlotte Drive
Charlotte, NC 28203 Vice President None
Anthony P. Mazzariello
704 Beaver Road
Leetsdale, PA 15056 Vice President None
John C. McDonough
3812 Leland Street
Chevy Chase, MD 20815 Vice President None
Kent C. McGowan
18424 12th Avenue West
Lynnwood, WA 98037 Vice President None
John V. Murphy(2) Director
President, Principal Executive Officer, Chairman & Manager
Wendy Jean Murray
32 Carolin Road
Upper Montclair, NJ 07043 Vice President None
Christina Nasta(2) Assistant Vice President None
Kevin P. Neznek(2) Vice President None
Chad V. Noel
2408 Eagleridge Drive
Henderson, NV 89014 Vice President None

Raymond C. Olson(1) Assistant Vice President
& Treasurer None
Gayle E. Pereira
2707 Via Arboleda
San Clemente, CA 92672 Vice President None
Brian C. Perkes
8734 Shady Shore Drive
Frisco, TX 75034 Vice President None
Charles K. Pettit
22 Fall Meadow Drive
Pittsford, NY 14534 Vice President None
William L. Presutti
238 Kemp Avenue
Fair Haven, NJ 07704 Vice President None
Elaine Puleo-Carter(2) Senior Vice President None
Christopher L. Quinson
19 Cayuga Street
Rye, NY 10580 Vice President None
Minnie Ra
100 Dolores Street, #203
Carmel, CA 93923 Vice President None
Heather Rabinowitz(2) Assistant Vice President None
Gary D. Rakan
25031 Woodridge Triangle
Farmington, MI 48335 Vice President None
Michael A. Raso
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538 Vice President None
Douglas Rentschler
677 Middlesex Road
Grosse Pointe Park, MI 48230 Vice President None
Louis H. Reynolds Vice President None
Michelle Simone Richter(2) Vice President None
Ruxandra Risko(2) Vice President None
David R. Robertson(2) Senior Vice President None
Kenneth A. Rosenson
24753 Bantage Point Terr.
Malibu, CA 90265 Vice President None
James H. Ruff(2) President & Director None
William R. Rylander
85 Evergreen Road
Vernon, CT 06066 Vice President None
Thomas Sabow(2) Vice President None
Alfredo Scalzo
9616 Lake Chase Island Way
Tampa, FL 33626 Vice President None
Michael Sciortino
785 Beau Chene Drive
Mandeville, LA 70471 Vice President None
Eric Sharp
862 McNeill Circle
Woodland, CA 95695 Vice President None
Debbie Simon(2) Vice President None
Douglas Bruce Smith
808 South 194th Street
Seattle,WA 98148 Vice President None
William A. Spetrino
7631 Yennicook Way
Hudson, OH 44236 Vice President None
Bryan Stein(2) Vice President None
John Stoma(2) Senior Vice President None
Brian C. Summe
239 N. Colony Drive
Edgewood, KY 41017 Vice President None
Michael Sussman(2) Assistant Vice President None
George T. Sweeney
5 Smoke House Lane
Hummelstown, PA 17036 Senior Vice President None
Scott McGregor Tatum
704 Inwood
Southlake, TX 76092 Vice President None
James Taylor(2) Assistant Vice President None
Martin Telles(2) Senior Vice President None
David G. Thomas
1328 N. Cleveland Street
Arlington, VA 22201 Vice President None
Bryan K.Toma
14575 S. Gallery
Olathe, KS 66062 Vice President None
Floyd A. Tucker
1930 W. Barry Ave., #2
Chicago, IL 60657 Vice President None
Tanya Valency(2) Vice President None
Mark Vandehey(1) Vice President None
Vincent Vermete Assistant Vice President None
Teresa Ward(1) Vice President None
Michael J. Weigner
4905 W. San Nicholas Street
Tampa, FL 33629 Vice President None
Donn Weise
3249 Earlmar Drive
Los Angeles, CA 90064 Vice President None
Catherine White(2) Assistant Vice President None
Thomas Wilson(2) Vice President None
Donna Winn(2) Senior Vice President None
Philip Witkower(2) Senior Vice President None
Cary Patrick Wozniak
18808 Bravata Court
San Diego, CA 92128 Vice President None
Gregor D. Yuska
16035 Canterbury Estates Dr.
Ellisville, MO 63021 Vice President None
Robert G. Zack(2) General Counsel & Director
Secretary

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)498 Seventh Avenue, New York, NY 10018
(3)350 Linden Oaks, Rochester, NY 14623

Item 28. Location of Accounts and Records

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

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant has duly caused this Initial Registration
Statement on Form N1-A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on the 26th day of
September, 2002.

Oppenheimer Multi Cap Value Fund

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

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

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

/s/ John V. Murphy

____________________ President, Principal Executive September 26, 2002
John V. Murphy Officer and Chairman

/s/ Robert G. Zack
____________________ Trustee September 26,
2002
Robert G. Zack

/s/ Deborah A. Sullivan
____________________ Secretary & Trustee September 26,
2002
Deborah A. Sullivan

/s/ Brian Wixted Treasurer, Principal
_____________________ Financial and Accounting September 26, 2002
Brian Wixted Officer

OPPENHEIMER MULTI CAP VALUE FUND

Initial Registration Statement

EXHIBIT INDEX

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

23(a) Declaration of Trust dated August 27, 2002

23(b) By-Laws
23(c) (i) Specimen Class A Share Certificate
23(c) (ii) Specimen Class B Share Certificate
23(c) (iii) Specimen Class C Share Certificate
23(c) (iv) Specimen Class N Share Certificate
23(c) (v) Specimen Class Y Share Certificate

23(d) Form of Investment Advisory Agreement

23(e) Form of General Distributor's Agreement

23(g) Form of Custody Agreement

23(l) Investment Letter from OppenheimerFunds, Inc.

23(m) (i) Form of Service Plan and Agreement for Class A shares
23(m) (ii) Form of Distribution and Service Plan and Agreement for Class B shares
23(m) (iii) Form of Distribution and Service Plan and Agreement for Class C shares
23(m) (iv) Form of Distribution and Service Plan and Agreement for Class N shares