Registration No. 333-102588

                                                            File No. 811-21281

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [X]


      Pre-Effective Amendment No. 1                                        [X]


      Post-Effective Amendment No. __                                    [   ]

                                    and/or

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


      Amendment No. 1                                                      [X]


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

                    OPPENHEIMER PRINCIPAL PROTECTED TRUST
------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

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

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
                 498 Seventh Avenue, New York, New York 10018
------------------------------------------------------------------------------
                   (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.
------------------------------------------------------------------------------
The Registrant hereby amends the Registration  statement on such date or dates
as may be necessary to delay its  effective  date until the  Registrant  shall
file a further  amendment  which  specifically  states that this  Registration
Statement shall  thereafter  become  effective in accordance with section 8(a)
of the  Securities  Act of 1933 or  until  the  Registration  Statement  shall
become  effective on such date as the  Commission,  acting pursuant to Section
8(a), shall determine.



Oppenheimer
Principal Protected Main Street(R)Fund

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


Prospectus dated April __, 2003          Oppenheimer Principal Protected Main
                                         Street(R)Fund is a mutual fund that
                                         seeks capital preservation in order to
                                         have a net asset value on the Maturity
                                         Date at least equal to your original
                                         investment (net of any sales charge
                                         and processing fees and less
The fund will offer its shares to the    extraordinary expenses). The Fund
public from April __, 2003 through June  seeks high total return as a secondary
30, 2003. All monies to purchase shares  objective.  It invests mainly in
during the offering Period must be       shares of the Oppenheimer Main Street
received no later than June 30, 2003.    Growth & Income Fund (which invests
From July 3, 2003, and until July 2,     mainly in common stocks) and U.S.
2010, shares of the Fund will only be    government securities, including zero
issued upon reinvestment of dividends    coupon bonds.
and distributions.                            This Prospectus contains
                                         important information about the Fund's

As with all mutual funds, the            objective, its investment policies,
Securities and Exchange Commission has   strategies and risks.  It also
not approved or disapproved the Fund's   contains important information about
securities nor has it determined that    how to buy and sell shares of the Fund
this Prospectus is accurate or           and other account features.  Please
complete.  It is a criminal offense to   read this Prospectus carefully before
represent otherwise.                     you invest and keep it for future
                                         reference about your account.

---------------------------------------------------------------------------------
                                                (logo) OppenheimerFunds
                                                The Right Way to Invest







CONTENTS

                  A B O U T  T H E  F U N D

                  OverView

                  The Fund's Investment Objective and Strategies

                  Main Risks of Investing in the Fund

                  The Fund's Past Performance

                  Fees and Expenses of the Fund

                  The Financial Warranty

                  About the Fund's Investments

                  How the Underlying Fund is Managed

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

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

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

                  How to Sell Shares
                  By Wire
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights




A B O U T  T H E  F U N D


Overview

      The Oppenheimer Principal Protected Main Street Fund is a
"fund-of-funds" that will invest a portion of its assets in shares of
Oppenheimer Main Street Growth & Income Fund and a portion of its assets in
U.S. Government securities.

      The Fund has an Offering Period, a Warranty Period and a Post-Warranty
Period.  Shares of the Fund will be offered during an Offering Period but
will not be offered during the Warranty Period, except in connection with
reinvestment of dividends and distributions.  The Offering Period will run
through June 30, 2003, unless extended.  The Fund may decide, in its
discretion, not to commence operations if it does not receive $100 million in
investments during the Offering Period.  The Fund will be offered on a
continuous basis during the Post-Warranty Period.  During the Offering
Period, the Fund will invest in money market instruments and short-term debt
securities to preserve shareholders' principal investment.

      The Warranty Period will run from the third business day following the
end of the Offering Period (expected to be July 3, 2003) through and
including the same date 7 years later (expected to be July 2, 2010 or the
next following business day) (the "Maturity Date").  During the Warranty
Period, the Fund will seek capital preservation, and secondarily high total
return, by allocating its assets between Class Y shares of Oppenheimer Main
Street Growth & Income Fund1 and U.S. government securities, including zero
coupon bonds and other debt instruments, to protect the original principal
value of the Fund (less sales charges, redemptions, cash distributions and
dividends and extraordinary expenses) at the Maturity Date.  Shareholders may
receive taxable gains from portfolio transactions by the Fund, whether they
take payment in cash or reinvest them to purchase additional Fund shares.

      The Fund has entered into a Financial Warranty Agreement (the "Warranty
Agreement") with Merrill Lynch Bank USA (the "Warranty Provider") pursuant to
which the Warranty Provider will issue a financial warranty (the "Financial
Warranty") to the Fund in order to ensure that the value of each
shareholder's account on the Maturity Date will be no less than the value of
that shareholder's account on the last day of the Offering Period, less sales
charges and extraordinary expenses (the "Warranteed Amount"), provided that
all dividends and distributions received from the Fund have been reinvested
and no shares have been redeemed.  Thus, if the value of the Fund's assets on
the Maturity Date is insufficient to result in the value of each
shareholder's account being at least equal to the shareholder's Warranteed
Amount, the Warranty Provider will pay the Fund an amount sufficient to
ensure that each shareholder's account can be redeemed for an amount equal to
his or her Warranteed Amount.

      The Warranty Provider, a wholly-owned subsidiary of Merrill Lynch &
Co., Inc., is  licensed as an industrial loan corporation under Utah law.
The Warranty Provider's principal business is to engage in the banking
business.  Neither Merrill Lynch & Co. nor any other entity will be
guaranteeing the obligations of the Warranty Provider.

      Shareholders could lose money by investing in this Fund.  A
shareholder's Warranteed Amount will be reduced, as more fully described in
this prospectus, if the shareholder takes any dividends or distributions in
cash instead of reinvesting them in additional shares of the Fund, redeems
any shares before the Maturity Date, if there are extraordinary expenses
incurred by the Fund which are not covered by the Warranty Agreement, or if
the Warranty Provider is unable to meet its obligations under the Financial
Warranty Agreement on the Maturity Date.

      During the Post-Warranty Period, which will commence immediately
following the Warranty Period, the Fund will seek high total return by
investing in Class Y shares of Oppenheimer Main Street Growth & Income Fund,
common stocks of U.S. companies of different capitalization ranges, and/or
debt securities, such as bonds and debentures.


The Fund's Investment Objective and Strategies


What Is the Fund's Investment Objective During the Warranty Period?  During
the Warranty Period, the Fund will seek capital preservation in order to have
a net asset value on the Maturity Date at least equal to the Warranteed
Amount. The Fund seeks high total return as a secondary objective.

What Does The Fund Mainly Invest In During the Warranty Period?  The Fund is
a special type of mutual fund known as a "fund of funds" because it can
invest a substantial portion of its assets in other mutual funds. During the
Warranty Period, the Fund's investment manager, OppenheimerFunds, Inc. (the
"Manager") will allocate the Fund's assets between a portfolio of equity
securities (the "equity portfolio") and a portfolio of debt securities (the
"debt portfolio").  The equity portfolio will invest in Class Y shares of
Oppenheimer Main Street Growth & Income Fund (referred to as the "Underlying
Fund").  The Underlying Fund's investment objective is to seek high total
return by investing mainly in common stocks of U.S. companies of different
capitalization ranges.  The debt portfolio will invest principally in zero
coupon U.S. government securities, but may also include securities guaranteed
by U.S. Government agencies and instrumentalities.  The Fund seeks to
maintain the average duration of the debt portfolio approximately equal to
the period remaining in the Warranty Period.

Who Is The Fund Designed For? The Fund may be an  appropriate investment for
you if you:
o     Have an investment time horizon of at least 7 years
o     Seek potential for growth with an emphasis on capital preservation
o     Want a professionally managed and diversified portfolio
o     Are not seeking to take current income through cash dividends

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 and the
Underlying Fund's investment manager, OppenheimerFunds, Inc., will cause the
Fund to underperform other funds having a similar objective.

      The principal risks of investing in the Fund during the Offering Period
are those generally attributable to short-term debt securities and money
market instruments.  The principal risks of an investment in the Fund during
the Warranty Period and the Post-Warranty Period are those generally
attributable to investing in stocks and debt securities.  Because the Fund
invests in both stocks and debt securities during the Warranty Period, the
Fund may underperform stock funds when stocks are in favor and underperform
bond funds when debt securities are in favor.

      As with any mutual fund, the value of the Fund's investments - and
therefore the value of Fund shares - may go down.  Although the Fund will
seek to return a shareholder's Warranteed Amount at the end of the Warranty
Period, the value of the Fund's shares will fluctuate during the Warranty
Period and may decline below your original account value.  Changes in the
value of the Fund's shares may occur because a particular stock market in
which the Underlying Fund invests is rising or falling, or in response to
interest rate changes because of the affect of the change on the value of the
Fund's debt portfolio.  You could lose money by investing in the Fund if you
redeem your shares prior to the Maturity Date or after the Maturity Date or
if the value of the Fund's investments goes down and the Warranty Provider is
unable to meet its obligations under the Warranty Agreement on the Maturity
Date.  See "The Financial Warranty" on page __ for further information about
when the Warranty Agreement may be terminated.

      The Fund will distribute any net gains and income (including accrued
but unpaid income on zero coupon bonds) to shareholders at least annually.
Such distributions are taxable to shareholders even if the distributions are
reinvested in the Fund. Shareholders who reinvest distributions in the Fund
will be required to pay taxes on such distributions from other sources.
Shareholders who do not reinvest distributions, however, will be subject to a
reduction in their Warranteed Amount.

RISKS OF INVESTING IN STOCKS.  Stocks fluctuate in price, and their
short-term volatility at times may be great.  Because the Underlying Fund
currently invests a substantial portion of its assets in common stocks, the
value of the Underlying Fund's portfolio and therefore the Fund's equity
portfolio will be affected by changes in the stock markets. Market risk will
affect the Fund's net asset values per share, which will fluctuate as the
values of the Underlying Fund's portfolio securities change. The
corresponding effect on the net asset value of the Fund will depend on the
percentage of the Fund's assets allocated to shares of the Underlying Fund.

      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. In particular, because the Underlying Fund currently focuses its stock
investments in U.S. issuers, it will be primarily affected by changes in U.S.
stock markets.

      Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry.  The Underlying Fund may buy securities of small and
medium-size companies, which may have more volatile prices than stocks of
large companies.  Therefore, if the Underlying Fund is focusing on or has
substantial investments in smaller capitalization companies at times of
market volatility, the Underlying Fund's share prices may fluctuate more than
that of funds focusing on larger capitalization issuers.

      At times, the Underlying Fund's emphasis of its investments in a
particular industry may differ compared to the weighting of that industry in
the S&P 500 Index, which the Underlying Fund uses as a performance
benchmark.  To the extent that the Underlying Fund increases its emphasis on
stocks in a particular industry, its share values may fluctuate in response
to events affecting that industry, such as changes in economic conditions,
government regulations, availability of basic resources or supplies, or other
events that affect that industry more than others.

INTEREST RATE RISKS.  Debt securities are subject to changes in value when
prevailing interest rates change.  When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the
values of already-issued debt securities generally fall, and those securities
may sell at a discount from their face amount. The magnitude of these price
fluctuations is generally greater for debt securities having longer
maturities and for zero coupon securities.

      When the average duration of the Fund's debt portfolio is relatively
longer, its share price may fluctuate more when interest rates change. The
Fund's practice of seeking to limit the duration of the debt portfolio to
approximately the period remaining in the Warranty Period is intended to
reduce share price volatility.  Nevertheless, the Fund's duration management
strategy might not be successful, and if it is not, the prices of its
portfolio securities, and therefore its share prices, could be more volatile
than anticipated.  As a result of the Fund's duration management strategy,
the Fund will be more susceptible to the risk of rising interest rates early
in the Warranty Period, when its debt portfolio is likely to have a longer
duration.  For example, a debt portfolio with an average duration of seven
years would decline seven percent if interest rates were to rise one
percent.  By contrast, a debt portfolio with an average duration of three
years would generally only decline three percent if interest rates rose one
percent.

      The Fund buys zero-coupon or "stripped" securities, which are
particularly sensitive to interest rate changes and the rate of principal
payments (and prepayments). Their prices may go up or down more than the
prices of other types of debt securities in response to interest rate changes.

CREDIT RISK. Debt securities are subject to credit risk.  Credit risk is the
risk that the issuer of a debt security might not make interest and principal
payments on the security as they become due.  A downgrade in an issuer's
credit rating or other adverse news about an issuer can reduce the value of
that issuer's securities.  Securities directly issued by the U.S. Treasury
and certain U.S. government agencies that are backed by the full faith and
credit of the U.S. government have little credit risk. Securities issued by
other agencies or instrumentalities of the U.S. government generally have low
credit risks. If the issuer fails to pay interest, the Fund's income may be
reduced.  If the issuer fails to repay principal, the value of that security
and of the Fund's shares may fall.

RISKS ASSOCIATED WITH THE FINANCIAL WARRANTY. The Fund has entered into the
Warranty Agreement with the Warranty Provider to try to assure that on the
Maturity Date shareholders will be able to redeem their shares of the Fund at
their Warranteed Amount assuming that all dividends and distributions have
been reinvested and no shares have been redeemed.  It is possible that the
financial position of the Warranty Provider may deteriorate and it would be
unable to satisfy its obligations under the Warranty Agreement.  The
Financial Warranty is solely the obligation of the Warranty Provider. The
Fund is not guaranteed by Merrill Lynch & Co., Inc., the United States
Government, the Manager, or any other entity or person.  Additionally, the
Warranty Agreement may be terminated by the Warranty Provider in certain
circumstances, as discussed in "The Financial Warranty."  In such event,
shareholders will not receive the Warranteed Amount but instead will receive
the Fund's then-current net asset value when they redeem their shares, which
may be higher or lower than the Warranteed Amount.

Investment Restrictions Under Warranty Agreement - The Warranty Agreement
with the Warranty Provider requires the Manager to make allocation decisions
based on a mathematical formula that limits the amount of the Fund's assets
that may be allocated to the shares of the Underlying Fund. This limitation
is designed to reduce, but does not eliminate, the risk that the Fund's
assets will be insufficient to allow the Fund to redeem shares at not less
than the aggregate Warranteed Amount on the Maturity Date. Accordingly, the
Warranty Agreement could limit the Manager's ability to respond to changing
market conditions during the Warranty Period.  If the Manager fails to comply
with the agreed-upon investment parameters or otherwise fails to comply with
certain requirements set forth in the Warranty Agreement, the Warranty
Provider may terminate the Financial Warranty or exercise its right to
instruct the Manager to allocate the Fund's assets in the debt portfolio, or,
if the Manager fails to take such action, the Warranty Provider may deliver
to the Fund's custodian preset instructions from the Manager instructing the
Custodian to immediately allocate all of the Fund's assets to the debt
portfolio.  If that were to occur, that would reduce the Fund's ability to
participate as fully in upward equity market movements, and therefore
represents some loss of opportunity compared to owning shares of Oppenheimer
Main Street Growth & Income Fund directly.

Risk of Default - A shareholder's ability to receive the Warranteed Amount
depends on the financial conditions of the Warranty Provider. The Warranty
Agreement is an obligation that runs solely to the Fund, not to the Fund's
shareholders and shareholders would have no recourse against the Warranty
Provider in the event it defaults on its obligations under the Warranty
Agreement.  The Financial Warranty is solely an obligation of the Warranty
Provider. Consequently, an investment in the Fund involves a risk of loss if
the Warranty Provider is placed in receivership, or is otherwise unable to
pay its obligation or defaults on its obligation, if any. In such event, the
Fund could take a variety of actions including replacing the Financial
Warranty.  However, the Fund is under no obligation to replace the Financial
Warranty or otherwise find a substitute provider of principal protection.  In
such circumstances, shareholders could suffer a loss of principal.  No entity
or person is obligated to make up any shortfall in the event the Warranty
Provider defaults on its obligations under the Warranty Agreement and the
Fund's assets are insufficient to redeem the Fund's shares for the Warranteed
Amount on the Maturity Date.

Risks Associated with Asset Allocation.  At times, the Fund's assets may be
largely invested in the debt portfolio in order to increase the likelihood of
preserving the original principal value of the Fund. If Fund assets are
largely invested in the debt portfolio, the Fund's exposure to equity markets
will be reduced and the Fund will be more highly correlated with bonds. In
addition, if during the Warranty Period the equity markets experience a major
decline, the Fund's assets may become largely or entirely invested in the
debt portfolio.  In fact, if the value of the shares of the Underlying Fund
were to decline significantly (whether within a short period of time or over
a protracted period), a complete and irreversible reallocation to the debt
portfolio may occur.  In this circumstance, the Fund would not participate in
any subsequent recovery in the equity markets. Investment in debt securities
during the Warranty Period reduces the Fund's ability to participate as fully
in upward equity market movements, and therefore represents some loss of
opportunity compared to a portfolio that invests principally in equity
securities.  In addition, the terms of the Warranty Agreement prescribe
certain investment parameters within which the Fund must be managed during
the Warranty Period. Accordingly, the Warranty Agreement could limit the
Manager's ability to alter the allocation of Fund assets during the Warranty
Period in response to changing market conditions.  The terms of the Warranty
Agreement could require the Fund to liquidate an equity position when it
otherwise would not be in the shareholders' best interests or at a time when
the Manager otherwise would not recommend that the securities be sold.

      The asset allocation process may result in additional transaction
costs.  This process can have an adverse effect on the performance of the
Fund during periods of increased equity market volatility.  In addition, a
high portfolio turnover rate may increase the Fund's transaction costs, which
would adversely affect performance. Also, you may  receive taxable gains from
portfolio transactions by the Fund, whether you take payment in cash or
reinvest them to purchase additional Fund shares.

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, particularly if
the Fund's net asset value is less than the Warranteed Amount and you redeem
your shares prior to the Maturity Date or after the Maturity Date.  It is
possible that the Warranty Provider will not be able to satisfy its
obligations under the Warranty Agreement as of the Maturity Date or that the
Manager or the Fund will not be able to satisfy their respective obligations
under the Warranty Agreement.  As a result the Fund would not be able to
redeem your shares for the Warranteed Amount on the Maturity Date, and the
value of your shares may be more or less than your original investment (less
sales charges).  There is no assurance that the Fund will achieve its
investment objective.

The life of the Fund is divided into three phases: an Offering Period, a
Warranty Period and a Post-Warranty Period.

Offering Period.  Shares of the Fund are available for purchase only during
the Offering Period.  Investors will receive shares of the Fund
contemporaneously with amounts invested.  The Offering Period is expected to
run from April __, 2003 through June 30, 2003.  The Fund reserves the right
to extend the Offering Period.  The Fund must receive all orders and
applications to purchase shares by the end of the Offering Period.

      If the Fund does not have at least $100 million in net assets at the
end of the Offering Period, the Fund's board of trustees may, at its option,
continue the Fund or liquidate the Fund, in which case Merrill Lynch Bank USA
may terminate the Warranty Agreement. If the Trustees of the Fund decide to
continue the Fund with less than $100 million in net assets at the end of the
Offering Period, it will do so only if Merrill Lynch Bank USA agrees to
continue its obligations under the Warranty Agreement. The Trustees may also
elect to liquidate the Fund during the Offering Period should the asset
allocation model the Fund employs indicate that the Fund would be
predominantly invested in debt securities during the Warranty Period due to
unusual market conditions (such as a significant decline in prevailing
interest rates).  In the event the Fund is liquidated during the Offering
Period, the Fund's Distributor, OppenheimerFunds Distributor, Inc., will
return your original investment and will rebate or waive any sales charge
paid by you in connection with your purchase of Fund shares (other than as a
result of an exchange from another Oppenheimer fund), and shareholders will
not receive the benefit of the  Warranty Agreement.  During the Offering
Period, the Fund will not invest in shares of the Underlying Fund but instead
will invest all of its assets primarily in money market instruments and
short-term debt securities to seek preservation of capital.

Warranty Period. The Warranty Period will run from the third business day
after the end of the Offering Period-July 3, 2003 through and including July
2, 2010 or if that day is not a business day, the first business day
thereafter (the "Maturity Date").  During the Warranty Period, the Fund will
not accept purchase orders for Fund shares, except for reinvestment of
dividends and distributions.

      If you maintain your investment in the Fund through the Maturity Date,
do not redeem any shares, and reinvest all dividends and distributions, you
will be entitled to redeem your shares held as of the Maturity Date for the
greater of the then-current aggregate net asset value of your shares or the
Warranteed Amount. A transfer or reregistration of existing shares during the
Warranty Period that does not involve a sale will not interrupt the seven
year period calculated to determine the Warranteed Amount.  Shareholders must
redeem their shares in the Fund on the Maturity Date (expected to be July 2,
2010) to receive the Warranteed Amount.  Shares redeemed after the Maturity
Date will not be protected by the Warranty Agreement and the value of the
shares will then be redeemable at the Fund's then-current net asset value,
which may be higher or lower than the Warranteed Amount.

      The Fund never restricts your ability to redeem your shares. However,
by taking distributions or dividends in cash during the Warranty Period
instead of reinvesting them, or by redeeming your shares prior to the
Maturity Date, you will be reducing or eliminating the benefit of the
Financial Warranty.  As a result, shareholders who do not reinvest their
distributions or dividends will reduce their Warranteed Amount and
shareholders who redeem prior to the Maturity Date will bear the cost of the
Warranty Agreement without receiving any corresponding benefit.  As explained
in the example on page __, the number of shares you own in the Fund will
increase at each date on which a dividend or distribution is declared and the
corresponding Warranteed Amount per share decreases so that your overall
Warranteed Amount does not change.  Therefore, if you fail to reinvest the
Fund's dividends or distributions or you redeem Fund shares, your overall
Warranteed Amount will decrease because you will have fewer shares multiplied
by the reduced Warranteed Amount per share.  See "How is the Warranteed
Amount Determined?" for further information.  Shareholders (other than
retirement plans) are subject to income taxes on distributions from the Fund
whether they take payment of distributions in cash or reinvest them to
purchase additional Fund shares.

      If the Fund incurs certain Extraordinary Expenses or if the Manager is
required to make certain payments to Merrill Lynch Bank USA under the
Warranty Agreement and the Manager fails to do so in a timely manner, your
Warranteed Amount also will be reduced.

      "Extraordinary Expenses" means any Fund fees and expenses that are not
incurred or accrued in the ordinary course of the Fund's business (for
example, the cost of defending or prosecuting a claim, or litigation, to
which the Fund is a party, together with amounts in judgment, settlement or
indemnification expense incurred by the Fund or other non-recurring,
non-operating expenses), except that, if the Fund's assets are invested
exclusively in the debt  portfolio, Extraordinary Expenses means any Fund
fees and expenses incurred in excess of the Fund's expense limits imposed by
the Warranty Agreement whether or not incurred in the ordinary course of the
Fund's business.  Those expense limits are ____% for Class A shares, ____%
for Class B shares, ____% for Class C shares and ____% for Class N shares.
The Fund will invest its assets exclusively in the debt portfolio if the
formula provides for such allocation or if, under the terms of the Warranty
Agreement, the Warranty Provider exercises its right to instruct the Manager
to allocate the Fund's assets to the debt portfolio, or if the Manager fails
to take such action, the Warranty Provider can deliver to the Fund's
custodian preset instructions from the Manager instructing the Custodian to
immediately allocate all of the assets of the Fund to the debt portfolio.
The Manager will not be responsible to shareholders for a reduction in the
Warranteed Amount due to an Extraordinary Expense or other shortfall
resulting from the Manager's negligent acts or willful misconduct.

Post-Warranty Period.  On and after the Maturity Date, you can redeem your
shares or exchange your shares for shares of the same class of another
Oppenheimer fund that offers the exchange privilege.  The value of your
shares on the Maturity Date will be the greater of (i) the then-current net
asset value of the Fund or (ii) the Warranteed Amount as adjusted for any
redemptions of Fund shares made during the Warranty Period, any Fund
dividends and distributions not reinvested in shares of the Fund, and any
Extraordinary Expenses.  Because the benefits of the Warranty Agreement
terminate after the Maturity Date, the entire amount of your investment in
the Fund following the Maturity Date will be subject to market risk.

      If after the Maturity Date shares of the Fund remain issued and
outstanding, the Trustees may elect at the recommendation of the Manager and
without shareholder approval (1) to redeem all issued and outstanding shares
and then terminate the Fund, (2) to merge the Fund into the Underlying Fund,
or (3) to continue the existence of the Fund.  If the Trustees choose to
redeem all issued and outstanding shares and terminate the Fund, those
remaining shareholders will receive the then-current net asset value which
may be more or less than their Warranteed Amount.  If the Trustees choose to
continue the existence of the Fund during the Post-Warranty Period, then the
Fund's investment objectives will be changed by the Board to the single
objective of seeking high total return and the Fund's name will change to an
appropriate name as determined by the Trustees.  To achieve that objective,
the Fund may invest its assets during the Post-Warranty Period primarily in
shares of the Underlying Fund, common stocks of U.S. companies of different
capitalization ranges, and debt securities, such as bonds and debentures.
The Manager will sell a portfolio security during the Post-Warranty Period if
it determines that the security will not provide the return anticipated.
During the Post-Warranty Period, the Fund's shares will be offered on a
continuous basis.  Shareholders who continue their investment in the Fund
after the Maturity Date will receive prior notice of the Trustees' decision.

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

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

The Fund's Past Performance

      Because the Fund has not commenced operations, there is no prior
performance information. Please remember that the Fund is intended to be a
long-term investment and that performance results are historical, and that
past performance (particularly over a short-term period) is not predictive of
future results.

Fees and Expenses of the Fund


      The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services.  Those
expenses are subtracted from the Fund's assets to calculate the Fund's net
asset value per share.  All shareholders therefore pay those expenses
indirectly.  In addition, the Fund and therefore its shareholders will
indirectly bear its pro-rata share of the expenses of the Underlying Fund.
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.
"Other Expenses" and "Total Annual Operating Expenses" 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
                           Shares     Shares     Shares    Shares
--------------------------------------------------------------------
--------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases         5.75%      None       None      None
(as % of offering price)
--------------------------------------------------------------------
--------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as % of
the lower of the            None1      5%2        1%3        1%4
original offering price
or redemption proceeds)
--------------------------------------------------------------------

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


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

Management Fees5             0.27%     0.27%      0.27%      0.27%

---------------------------------------------------------------------
---------------------------------------------------------------------
Distribution and/or

Service (12b-1) Fees         0.25%     1.00%      1.00%      0.50%

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

Other Expenses               1.05%     1.05%      1.05%      1.05%

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

Expenses 6, 7                1.57%     2.32%      2.32%      1.82%

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

Expenses may vary in future years.  "Other Expenses" include transfer agent
fees, custodial fees, Warranty Agreement fees, and accounting and legal
expenses that the Fund pays.  The Transfer Agent has voluntarily undertaken
to the Fund to limit the transfer agent fees to 0.35% of average daily net
assets per fiscal year for all classes. That voluntary undertaking may be
amended or terminated at any time.


1.    A  contingent   deferred  sales  charge  may  apply  to  redemptions  of
   investments  of $1 million or more of Class A shares.  See "How Can You Buy
   Class A 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 retirement plan's first purchase of Class N shares.
  5.    "Management Fees" in the table above are shown as contractually
   reduced pursuant to the terms of the investment advisory agreement by the
   amount of management fees paid to the Manager by the Underlying Fund on
   assets representing investments by the Fund in shares of the Underlying
   Fund. The Fund's management fee is reduced so that shareholders of the
   Fund do not pay direct and indirect management fees in excess of 0.50%.
   The management fees shown above assumes an allocation of 50% of the Fund's
   assets to shares of the Underlying Fund, and will fluctuate as the
   allocation changes.
6. The Manager has  contractually  agreed to limit the  expenses  incurred for
   each class of the Fund's shares during the entire  duration of the Warranty
   Period to _____%  for Class A shares,  ____% for Class B shares,  ____% for
   Class C shares  and ____%  for  Class N shares  in the event  that the Fund
   becomes completely and irreversibly  invested in the debt portfolio.  Those
   expense  limitations  do  not  include  Distribution  Fees,   Extraordinary
   Expenses and other  expenses  not  incurred in the  ordinary  course of the
   Fund's business.
7.    Set forth below are the estimated aggregate gross expenses of each
class of shares of the Fund, including
       expenses of the Underlying Fund that the Fund bears indirectly as a
shareholder of that Fund.  These estimates
       assume an allocation of 50% of the Fund's assets to shares of the
Underlying Fund. The Fund's actual gross
       expenses may be higher as a result of changes in the allocation, the
expenses of the Underlying Fund and/or the
       Fund's own expenses. The estimated total combined operating expenses
of each class are: Class A- _____%,
       Class B- _____%, Class C-  ______% and Class N- _____%. However, the
Manager has voluntarily undertaken
       to waive the Fund's fees and expenses in an amount equal to the
indirect Underlying Fund expenses paid by the
       Fund as a shareholder of the Underlying Fund.  The Manager may amend
or terminate that voluntary
       undertaking at any time.

EXAMPLES.  The following examples are intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds.
The examples are based on the Total Annual Operating Expenses shown in the
table above, which reflect contractual but not voluntary expense limitations
and fee waivers, and 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
--------------------------------------------------------

Class A Shares                  $758         $1,141

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

Class B Shares                  $769         $1,126

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

Class C Shares                  $369          $826

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

Class N Shares                  $319          $676

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

Class A Shares                  $758         $1,141

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

Class B Shares                  $269          $826

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

Class C Shares                  $269          $826

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

Class N Shares                  $219          $676

--------------------------------------------------------
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
assets among the debt portfolio and Class Y shares of Oppenheimer Main Street
Growth & Income Fund will vary over time based upon a mathematical formula
intended to allow the Fund to have a net asset value on the Maturity Date at
least equal to the Warranteed Amount. The Statement of Additional Information
contains more detailed information about the Fund's investment policies and
risks.

Investment in Shares of Oppenheimer Main Street Growth & Income Fund - The
Fund may invest in Class Y shares of Oppenheimer Main Street Growth & Income
Fund (the "Underlying Fund").  The Underlying Fund seeks high total return,
by investing mainly in common stocks of U.S. companies of different
capitalization ranges, presently focusing on large capitalization issuers.
It also can buy debt securities, such as bonds and debentures but does not
currently emphasize these investments.  The portfolio managers of the
Underlying Fund use a variety of proprietary quantitative models to rank
stocks on the basis of valuation, momentum and investor psychology,
fundamental research about particular industries and individual judgement.
While this process and the inter-relationship of the factors used may change
over time and its implementation may vary in particular cases, in general the
selection process currently involves the use of:

   o  Multi-factor  quantitative  models:  These include a group of "top-down"
      models that analyze  data such as relative  valuations,  relative  price
      trends,  interest  rates and the shape of the yield  curve.  These  help
      direct  portfolio  emphasis  by market  capitalization  (small,  mid, or
      large),  industries,  and value or growth styles. A group of "bottom up"
      models  helps to rank  stocks in a  universe  typically  including  3000
      stocks,  selecting stocks for relative attractiveness by analyzing stock
      and company characteristics.
   o  Fundamental research: The portfolio managers use internal research and
      analysis by other market analysts, with emphasis on current company
      news and industry-related events.
   o  Judgment:  The Underlying Fund's portfolio is then continuously
      rebalanced by the portfolio managers, using the tools described above.

      The portfolio managers emphasize wide diversification.  While this
process and the inter-relationship of the factors used may change over time
and its implementation may vary in particular cases, in general the selection
process currently involves the use of:

      Stock Investments.  The Underlying Fund currently invests mainly in
      common stocks.  The Underlying Fund currently focuses on securities of
      issuers that have large capitalizations.  Historically their stock
      prices have tended to be less volatile than securities of smaller
      issuers.  However, the Underlying Fund can buy stocks of issuers in all
      capitalization ranges. "Capitalization" refers to the market value of
      all of the issuers' outstanding common stock.

      Debt Securities.  The mix of equities and debt securities in the
      Underlying Fund's portfolio will vary over time depending on the
      Manager's judgment about market and economic conditions.  The
      Underlying Fund's investments in debt securities can include securities
      issued or guaranteed by the U.S. government or its agencies and
      instrumentalities, and foreign and domestic corporate bonds, notes and
      debentures. They may be selected for their income possibilities, for
      liquidity and to help cushion fluctuations in the Underlying Fund's net
      asset values.

      The debt securities the Underlying Fund buys may be rated by nationally
      recognized rating organizations such as Moody's Investors Service, Inc.
      or Standard & Poor's Rating Service or they may be unrated securities
      assigned a comparable rating by the Manager.

o     Special Credit Risks of Lower-Grade Securities.  The Underlying Fund
      can invest up to 25% of its total assets in "lower-grade" securities
      commonly known as "junk bonds."  These are securities rated below "Baa"
      by Moody's Investors Service, Inc. or "BBB" by Standard & Poors Ratings
      Service or having similar ratings by other ratings organizations, or if
      unrated, assigned a comparable rating by the Manager.  However, the
      Underlying Fund currently does not intend to invest more than 10% of
      its assets in lower-grade securities and cannot invest more than 10% of
      its total assets in lower-grade securities that are not convertible.

      Debt securities below investment grade, whether rated or unrated, have
      greater risks than investment-grade securities.  There may be less of a
      market for them and therefore they may be harder to sell at an
      acceptable price.  There is a relatively greater possibility that the
      issuer's earnings may be insufficient to make the payments of interest
      and principal when due.  These risks mean that the Underlying Fund's
      net asset value per share could be affected by declines in value of
      these securities.

      Risks of Foreign Investing.  The Underlying Fund can buy securities of
      companies or governments in any country, developed or underdeveloped.
      While there is no limit on the amount of the Underlying Fund's assets
      that may be invested in foreign securities, the Manager does not
      currently plan to invest significant amounts of the Underlying Fund's
      assets in foreign securities. While foreign securities offer special
      investment opportunities, there are also special risks, such as the
      effects of a change in value of a foreign currency against the U.S.
      dollar, which will result in a change in the U.S. dollar value of
      securities denominated in that foreign currency.

      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.

      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.  A
      restricted security is one that has a contractual restriction on its
      resale or which cannot be sold publicly until it is registered under
      the Securities Act of 1933.  The Underlying Fund will not invest more
      than 10% of its net assets in illiquid or restricted securities (the
      Board can increase that limit to 15%).  Certain restricted securities
      that are eligible for resale to qualified institutional purchasers are
      not 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 Underlying 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.  The Underlying Fund currently does not 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 Underlying 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 Underlying Fund
      could realize less principal or income from the investment than
      expected or its hedge might be unsuccessful.  As a result, the
      Underlying Fund's share prices could fall.  Certain derivative
      investments held by the Underlying Fund might be illiquid.

   o  Hedging.  The Underlying Fund can buy and sell futures contracts, put
      and call options, forward contracts and options on futures and
      securities indices. These are all referred to as "hedging
      instruments."  Some of these strategies would hedge the Underlying
      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
      Underlying Fund's return.

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

      For more information about the types of securities the Underlying Fund
      may invest in, you can request a prospectus of Oppenheimer Main Street
      Growth & Income Fund by calling the toll-free number listed on the back
      cover of this prospectus.


Investment in Debt Securities.  In selecting debt securities and evaluating
their yield potential and credit risk, the Manager does not rely solely on
ratings by rating organizations but evaluates business and economic factors
affecting an issuer as well.


U.S. Government Securities. All of the U.S. government securities the Fund
      buys are backed by the full faith and credit of the U.S. government as
      to payment of interest and repayment of principal.
o     U.S. Treasury Obligations. These include Treasury bills (having
      maturities of one year or less when issued), Treasury notes (having
      maturities of more than one year and up to ten years when issued), and
      Treasury bonds (having maturities of more than ten years when issued).
      Treasury securities are backed by the full faith and credit of the
      United States as to timely payments of interest and repayments of
      principal. The Fund can buy U. S. Treasury securities that have been
      "stripped" of their coupons and zero-coupon securities described below.
      Obligations Issued or Guaranteed by U.S. Government Agencies or
      Instrumentalities. These include direct obligations and
      mortgage-related securities that have different levels of credit
      support from the U.S. government. Government National Mortgage
      Association ("Ginnie Mae") pass-through mortgage certificates are
      supported by the full faith and credit of the U.S. government.
Portfolio Turnover. The Fund can engage in active and frequent trading to try
      to achieve its objective, and will likely have a high portfolio
      turnover rate. Portfolio turnover increases the Fund's  transaction
      costs.  However, most of the Fund's portfolio transactions are
      principal trades that do not entail brokerage fees.  If the Fund
      realizes capital gains when it sells its portfolio investments, it must
      generally pay those gains out to shareholders, increasing their taxable
      distributions.

Asset allocation - The Manager allocates the Fund's assets between shares of
      the Underlying Fund and the debt portfolio (primarily zero coupon U.S.
      government securities) based upon the recommendation of a quantitative
      model. The Manager evaluates the relative allocation between the equity
      portfolio and debt portfolio daily and makes any necessary adjustments
      to the Fund's portfolio.  The model may allocate between 0% to 100% of
      the Fund's assets to the equity portfolio.  However, at the Fund's
commencement of operations following the Offering Period, it is anticipated
that approximately 40% to 60% of the Fund's assets will be allocated to
shares of the equity portfolio.  The allocation during the Warranty Period
will fluctuate in response to changes in the securities markets.  Factors
reflected in the asset allocation methodology include, but are not limited to:


o     The market value of the Fund's assets as compared to the aggregate
         Warranteed Amount
o     The prevailing level of interest rates
o     Equity market volatility
o     The length of time remaining until the Maturity Date


      Under the terms of the Warranty Agreement, the Fund may be required in
certain limited circumstances, including a material decline in the value of
the Fund's assets relative to the Warranteed Amount or a breach by the Fund
of its obligations under the Financial Warranty Agreement, to invest all or a
substantial portion of its assets in U.S. government securities (as well as
cash and cash equivalents) until the debt portfolio consists entirely of zero
coupon U.S. government securities (and cash or cash equivalents to the extent
necessary to meet redemption requests and Fund expenses).

      Specifically, the Warranty Provider can require the Fund to invest all
of its assets in the debt portfolio if the Fund: issues additional shares
during the Warranty Period; the Fund invests in securities other than as
permitted in this prospectus; the Fund's investment in the equity portfolio
on any given day exceeds certain limitations as established by, or fails to
allocate assets pursuant to, the mathematical formula set forth in the
Warranty Agreement; the Fund fails to comply with the expense limitations
imposed on the Fund if it is required to invest exclusively in the debt
portfolio; the Fund fails to pay the Warranty Agreement fee when due; if the
investment advisory agreement with the Manager is terminated and the
successor investment adviser is not acceptable to the Warranty Provider; the
Manager fails to manage the Fund in accordance with its objectives, policies
and strategies; the Manager or the Fund's custodian fail to provide the
Warranty Provider with certain information necessary for it to monitor the
Fund's compliance with the Warranty Agreement; representations made by the
Manager or the Fund in certain agreements and documents are determined to
have been incorrect or misleading when made; the commencement of any
proceeding in a federal or state court which if adversely determined, would
reasonably be expected to have an adverse effect on the Manager or the Fund;
or any governmental or regulatory action that limits, suspends, or terminates
the rights, privileges or operation of the Manager or the Fund that results
in and adversely effects the Manager or the Fund.

      Under the Warranty Agreement, the Fund is also required to satisfy
certain risk management requirements, which will also restrict the manner in
which the Fund may invest its assets. The Fund's holdings of cash and cash
equivalents will generally be limited to an amount necessary to meet
anticipated expenses and redemptions and to limit portfolio turnover.


      The formula may require the Fund to have a higher portfolio turnover
rate as compared to other mutual funds.


The Financial Warranty. The Fund has entered into the Warranty Agreement to
help assure that on the Maturity Date, each shareholder will be entitled to
redeem his or her shares for an amount not less than the initial value of
that shareholder's account (less any initial sales charges and Extraordinary
Expenses), provided that all dividends and distributions received from the
Fund have been reinvested and no shares have been redeemed. This amount is
referred to as the "Warranteed Amount."  The Warranty Agreement requires the
Manager to comply with certain agreed upon investment parameters in an
attempt to limit the Fund's risk. These investment parameters are designed to
reduce, but do not eliminate, the risk that the Fund's assets will be
insufficient to allow the Fund to redeem shares at not less than the
aggregate Warranteed Amount on the Maturity Date.  If the Fund fails to
comply with the agreed-upon investment parameters or otherwise fails to
comply with certain requirements set forth in the Warranty Agreement, the
Warranty Provider may terminate its Financial Warranty in certain limited
circumstances. These circumstances include: if the Fund liquidates, is
merged, reorganizes or sells all or substantially all of its assets; if the
Manager ceases to be the adviser of the Fund and any successor adviser is not
acceptable to the Warranty Provider; if the conditions precedent to the
Warranty Provider's issuance of the Financial Warranty have not been met
under the terms of the Warranty Agreement; if the custodian agreement is
amended so that the custodian is no longer obligated to provide the Warranty
Provider with certain information regarding the Fund's portfolio as required
by the Warranty Agreement; if the Manager fails to pay to the Warranty
Provider a shortfall amount resulting from the negligence, recklessness, bad
faith or willful misconduct of the Manager; a determination of negligence,
recklessness, fraud, bad faith or willful misconduct on the part of the
Manager or the Fund by a court of competent jurisdiction or a board of
arbitration; if under the terms of the Financial Warranty Agreement, the
Manager or the custodian is required to allocate all of the Fund's assets to
the debt portfolio and fails to do so within a reasonable time; the Manager
does not manage the assets of the Fund in accordance with the Fund's
objective, policies and strategies; or the Trust establishes another series
other than this Fund during the Warranty Period.

      The Fund will pay to the Warranty Provider, under the Warranty
Agreement, an annual fee equal to 0.60% of the average daily net assets of
the Fund during the Warranty Period.  If the Fund is required to invest
exclusively in the debt portfolio, the Warranty fee will be reduced to 0.35%.
 If the value of the Fund's assets on the Maturity Date is insufficient to
result in the value of each shareholder's account being at least equal to the
Warranteed Amount (a "Shortfall"), the Warranty Provider will pay to the Fund
an amount sufficient to make sure that each shareholder's account can be
redeemed for an amount equal to his or her Warranteed Amount.   Under certain
circumstances, the amount of any Shortfall required to be paid by the
Warranty Provider may be supplemented by payments from the Manager.  A
shareholder's ability to receive his or her Warranteed Amount depends on the
financial condition of the Warranty Provider.  If the Warranty Provider
becomes insolvent or its credit deteriorates substantially, payment under the
Warranty Agreement may not be made or may become unlikely.  In such event,
the Fund could take a variety of actions, including replacing the Financial
Warranty. In such circumstances, shareholders could suffer a loss of
principal. During the Post-Warranty Period, an investment in the Fund will no
longer receive the benefit of the Financial Warranty.


      The Warranty Provider is Merrill Lynch Bank USA.  The Warranty Provider
has not participated in the organization of the Fund or the preparation of
this Prospectus or the Statement of Additional Information, and makes no
representation regarding the advisability of an investment in the Fund.
Information about the Warranty Provider can be found in the Statement of
Additional Information.

      The Fund will provide you with a copy of the most recent audited annual
or unaudited quarterly financial statements of the Warranty Provider, free of
charge, upon your request. To receive a copy of these financial statements
please contact the Fund at the telephone number or write to the Fund at the
address shown on the outside back cover of this prospectus.


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 non-fundamental policy.  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 during the Warranty
Period, the Fund can use the investment techniques and strategies described
below. The Manager might not always use all of them. These techniques have
risks, although some are designed to help reduce overall investment or market
risks.

Zero-Coupon and "Stripped" Securities. Some of the debt securities the Fund
      buys are zero-coupon bonds that pay no interest. The Fund can invest up
      to 100% of its assets in zero-coupon U.S. government securities.  They
      are issued at a substantial discount from their face value. They may be
      securities issued by the U.S. government. "Stripped" securities are the
      separate income or principal components of a debt security. Some
      mortgage-related securities may be stripped, with each component having
      a different proportion of principal or interest payments. One class
      might receive all the interest and the other all the principal payments.
      Zero-coupon and stripped securities are subject to greater fluctuations
      in price from interest rate changes than typical debt securities that
      pay interest on a regular basis. The Fund may have to pay out the
      imputed income on zero-coupon securities without receiving the cash
      currently. Stripped securities are particularly sensitive to changes in
      interest rates.


Short-Term Debt Securities. The Fund can buy high-quality, short-term money
      market instruments, including obligations of the U.S. Government and
      its agencies, short-term corporate debt obligations, bank certificates
      of deposit and bankers' acceptances, and commercial paper, which are
      short-term, negotiable promissory notes of companies. Because these
      instruments tend to offer lower yields than other debt securities, the
      Fund ordinarily uses them for liquidity and cash management purposes or
      for defensive purposes when market conditions are unstable.

How is the Warranteed Amount Determined?


Example.* Assume you have $20,000 to invest in Fund shares. Assume that you
decided to purchase Class A shares and the public offering price is $10.61
per share (initial net asset value of $10.00 per share plus a sales load of
5.75%). After deducting your sales load of 5.75%, $18,850.14 will be invested
in Fund shares and you will have 1,885.01 shares in your account. Your
initial Warranteed Amount will be $18,850.14.


* Figures used in the example have been rounded to the nearest hundredth.


The full amount of your investment will not receive the benefit of the
Financial Warranty. Rather, only the amount invested, less any sales load and
less certain Extraordinary Expenses, is protected.

Redemption of shares during the Warranty Period will decrease the Warranteed
Amount to which a shareholder is entitled. If a shareholder redeems shares in
the Fund, he or she will then hold fewer shares at the then-current
Warranteed Amount per share, thereby reducing the overall Warranteed Amount
for the shareholder. A redemption made from the Fund prior to the Maturity
Date will be made at the Fund's then-current net asset value per share, less
any applicable deferred sales charge, which may be higher or lower than the
Warranteed Amount per share.


The Warranteed Amount per share will decline as dividends and distributions
are made to shareholders. If a shareholder automatically reinvests dividends
and distributions in additional shares of the Fund, the shareholder's total
Warranteed Amount will remain the same because he or she will hold a greater
number of shares at a reduced Warranteed Amount per share following payment
of a dividend or distribution. The result is to preserve the total Warranteed
Amount to which he or she was entitled before the dividend or distribution
was made. If a shareholder elects to receive any dividends or distributions
in cash, however, he or she will hold the original number of shares at the
reduced Warranteed Amount per share following payment of a dividend or
distribution. This will reduce the Warranteed Amount to which such
shareholder was entitled before the dividend or distribution was made.

Example. Assume you reinvest your dividends and distributions. The number of
shares you own in the Fund will increase at each date on which a dividend or
distribution is declared. Although the number of shares in your account
increases, and the Warranteed Amount per share decreases, your overall
Warranteed Amount does not change. Using our example, assume it is now
December 31, 2003 and the Fund declares a dividend of $0.15 per share. Also,
assume that the net asset value is $11.25 per share at the end of the day on
December 31, 2003.

To recalculate your Warranteed Amount per share:


1.    Determine the value of your dividend. Your total dividend will equal
         the per share dividend multiplied by the number of shares you own
         the day before the dividend is declared.  In our example, we will
         multiply 1,885.01 shares by $0.15 per share to arrive at $282.75.
2.    Determine the number of shares that will get added to your account when
         your dividend is reinvested. Your additional shares equal the value
         of your dividend divided by the ending net asset value per share on
         the day the dividend was declared. In our case, $282.75 divided by
         $11.25 equals 25.13 additional shares.
3.    Adjust your account for your additional shares. Add 1,885.01 and 25.13
         to arrive at your new share balance of 1,910.14.
4.    Determine your new Warranteed Amount per share. Take your original
         Warranteed Amount and divide by your new share balance. Using our
         example, divide $1,850.14 by 1,910.14 shares to arrive at the new
         Warranteed Amount per share of $9.87.
5.    Your Warranteed Amount still equals $18,850.14.


If you do not reinvest your dividends and distributions in additional shares
of the Fund, such dividends and distributions will be treated as a redemption
of the shares that would have otherwise been purchased through the proceeds
of the dividend or distribution, and your Warranteed Amount will be reduced.

      Although shareholders can perform this calculation themselves, the Fund
will recalculate the Warranteed Amount per share whenever the Fund declares a
dividend or makes a distribution. It is possible that the Fund's calculations
may differ from a shareholder's calculation, for example, because of rounding
or the number of decimal places used. In each case, the Fund's calculations
will control.

      See "Dividends, Capital Gains and Taxes" for additional details
regarding the Financial Warranty.

How the Fund is Managed

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


      The Manager has been an investment advisor since January 1960.  The
Manager and its subsidiaries and controlled affiliates managed more than $125
billion in assets as of March 31, 2003, 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 Managers.  Angelo Manioudakis and other investment professionals
      selected from the Manager's high-grade team in its fixed-income
      department are primarily responsible for the day-to-day management of
      the Fund's fixed-income portfolio.  Kenneth Winston and other members
      of the Manager's risk management department shall be primarily
      responsible for the allocation of the Fund's assets between shares of
      Oppenheimer Main Street Growth & Income Fund and debt securities.
      Messrs. Manioudakis and Winston are Vice Presidents of the Fund and
      Senior Vice Presidents of the Manager.  Prior to joining the Manager in
      April 2002, Mr. Manioudakis was a portfolio Manager at Morgan Stanley
      Investment Management (since August 1993).  Prior to joining the
      Manager in May 2001, Mr. Winston was a Managing Partner at Richards &
      Tierney, Inc. (since 1994).


Advisory Fees.  Under the investment advisory agreement, the Fund pays the
      Manager an advisory fee at an annual rate of 0.50% of the average
      annual net assets of the Fund.  That fee will apply during the Warranty
      Period and the Post-Warranty Period.  If during the Warranty Period
      100% of the Fund's assets are irreversibly invested in the debt
      portfolio, the advisory fee will be at an annual rate of 0.25% of the
      average annual net assets of the Fund, and if that occurs the Manager
      will also reduce its management fee to the extent necessary to assure
      that total operating expenses of the Fund (other than Distribution
      Fees, Extraordinary Expenses and other expenses such as litigation
      costs) do not exceed __% for Class A shares, __% for Class B shares,
      __% for Class C shares and __% for Class N shares (except that the
      management fee shall not be reduced below zero and shall not require
      the Manager to subsidize expenses in excess of the amount that its fees
      would have otherwise been).  The Manager has voluntarily agreed to
      waive its advisory fee during the offering period.  That voluntary
      undertaking may be amended or eliminated at any time.


ABOUT your account

How to Buy Shares


HOW DO YOU BUY SHARES DURING THE OFFERING PERIOD? Shares of the Fund may only
be purchased during the Offering Period which is expected to run from April
__, 2003 through June 30, 2003.  The Fund reserves the right to extend the
Offering Period.  You can buy shares several ways, as described below. The
Fund's Distributor, OppenheimerFunds Distributor, Inc., may appoint servicing
agents to accept purchase (and redemption) orders. The Distributor, in its
sole discretion, may reject any purchase order for the Fund's shares.


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

o     Paying by Federal Funds Wire. Shares purchased through the Distributor
      may be paid for by Federal Funds wire.  The minimum investment is
      $5,000, $2,500 for retirement plans.  Before sending a wire, call the
      Distributor's Wire Department at 1.800.225.5677 to notify the
      Distributor of the wire and to receive further instructions.

o     Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
      you pay for shares by electronic funds transfers from your bank
      account. Shares are purchased for your account by a transfer of money
      from your bank account through the Automated Clearing House (ACH)
      system. You can provide those instructions by telephone instructions
      using OppenheimerFunds PhoneLink, described below.  Please refer to
      "PhoneLink," below for more details.
o     You may not purchase additional shares during the Warranty Period other
      than in connection with the reinvestment of dividends and distributions.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum investment
of $5,000.  Under retirement plans, such as IRAs, pension and profit-sharing
plans, the minimum investment is $2,500.


AT WHAT PRICE ARE SHARES SOLD? Orders to purchase shares must be received no
later than June 30, 2003 unless the offering period is extended. The Fund may
reject any order to buy shares.  Shares will not be offered during the
Warranty Period, except in connection with the reinvestment of dividends and
distributions. Selected securities dealers or other financial intermediaries,
may directly charge you a processing fee to confirm a purchase. Such
processing fee is not included in the Warranteed Amount. 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.

      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.


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 no later than the
      Distributor's close of business on June 30, 2003, unless your dealer
      has made alternative arrangements with the Distributor.


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

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
      (on investments up to $1 million for regular accounts.  The amount of
      that sales charge will vary depending on the amount you invest. The
      sales charge rates are listed in "How Can You Buy Class A Shares?"
      below.
------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 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.
------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 12 months of buying them, you will
      normally pay a contingent deferred sales charge of 1.0%, as described
      in "How Can You Buy Class C Shares?" below.
------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain
      retirement plans), you pay no sales charge at the time of purchase, but
      you will pay an annual asset-based sales charge. If you sell your
      shares within 18 months of the retirement plan's first purchase of
      Class N shares, you may pay a contingent deferred sales charge of 1.0%,
      as described in "How Can You Buy Class N Shares?" below.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much
you plan to invest and how long you plan to hold your investment. If your
goals and objectives change over time, 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.  The Fund is designed for those investors who do not anticipate
      needing to take dividends and distributions in cash or needing to
      redeem their shares prior to the Maturity Date.  Because of the effect
      of class-based expenses, your choice will also depend on how much you
      plan to invest.  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.

      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.  If you are investing less than $100,000 and intend on
      redeeming your shares on the Maturity Date and do not expect to need
      access to your money for seven years, Class B or Class C shares may be
      more appropriate.


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


      Additionally, the dividends payable to Class B, Class C  and Class N
      shareholders will be reduced by the additional expenses borne by those
      classes that are not borne by Class A 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 will not be
      issued for any class of shares of the Fund except for Class A share
      accounts with a value of $1 million or more.  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 a concession. The Distributor reserves the right to reallow
the entire concession to dealers. The current sales charge rates and
concessions paid to dealers and brokers are as follows:

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

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A
      shares at reduced sales charge rates under the Fund's "Right of
      Accumulation," 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. 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. The concession will not be paid on purchases of shares by
      exchange or that were previously subject to a front-end sales charge
      and dealer concession.

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

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

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

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

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

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

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

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

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

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for
      Class A shares. It reimburses the Distributor for a portion of its
      costs incurred for services provided to accounts that hold Class A
      shares. Reimbursement is made quarterly at an annual rate of up to
      0.25% of the average annual net assets of Class A shares of the Fund.
      The Distributor currently uses all of those fees to pay dealers,
      brokers, banks and other financial institutions quarterly for providing
      personal service and maintenance of accounts of their customers that
      hold Class A shares.

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

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

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

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

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

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

Special Investor Services

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

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

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

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

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

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

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

REINVESTMENT PRIVILEGE.  If you redeem some or all of your Class A or Class B
shares of the Fund during the Offering Period, you have until the end of the
Offering Period to reinvest all or part of the redemption proceeds in Class A
shares of the Fund without paying another sales charge.  If you redeem some
or all of your Class A or Class B shares of the Fund at any time,  you have
up to six months to reinvest all or a part of the redemption proceeds in
Class A shares of other Oppenheimer funds without paying a sales charge. This
privilege applies only to Class A shares that you purchased subject to an
initial sales charge and to Class A or Class B shares on which you paid a
contingent deferred sales charge when you redeemed them. This privilege does
not apply to Class C or Class N 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 will be required by law to take a distribution from your
retirement plan in the next seven years which in turn would require you to
redeem shares of the Fund, this Fund may not be an appropriate investment
under your retirement plan.  If you participate in a plan sponsored by your
employer, the plan trustee or administrator must buy the shares for your plan
account. The Distributor also offers a number of different retirement plans
that individuals and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs,
      SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small business
      owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax-deferred plans for employees of
      eligible tax-exempt organizations, such as schools, hospitals and
      charitable organizations.
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

The Fund may reject an order to sell shares under certain circumstances.

You can sell (redeem) some or all of your shares on any regular business day.
Prior to the Maturity Date and during the Post-Warranty Period, shares are
redeemed at their net asset value minus any applicable contingent deferred
sales charge.  For redemptions prior to the Maturity Date and during the
Post-Warranty Period, the net asset value used in determining your share
price is the next one calculated after your redemption 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.  If you have questions about any
of these procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner or from a retirement plan
account, please call the Transfer Agent first, at 1.800.225.5677, for
assistance. Redemption requests made after 4:00p.m. (or such earlier time as
may be required by your financial intermediary) on the Maturity Date will be
priced at the net asset value at the close of business on the next business
day and will be priced according to market fluctuation.

For redemptions made on the Maturity Date, the value used in determining your
share price will be the greater of (i) the then-current net asset value or
(ii) your Warranty Amount per share. See the example at pages ____for help in
understanding how this amount is calculated.

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

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

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

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

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

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The 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 by
telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.
      Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.


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

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

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

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


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


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

o     shares redeemed in the special circumstances  described in Appendix B to
      the Statement of Additional Information.
      To determine whether a contingent deferred sales charge applies to a

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

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

How to Exchange Shares

      The Fund does not offer the ability to exchange into the Fund during
the Warranty Period. Because the Fund is not continuously offering its shares
during the Warranty Period, if you exchange your shares of the Fund for
shares of another fund you will not be able to effect an exchange back into
the Fund during the Warranty Period. In addition, your exchange will be
considered a redemption and will reduce your Warranteed Amount.

      If you make an exchange prior to the Maturity Date, you may receive an
amount less than your original investment in the Fund.

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

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

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

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
      signed by all owners of the account. Send it to the Transfer Agent at
      the address on the back cover. Exchanges of shares held under
      certificates cannot be processed unless the Transfer Agent receives the
      certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
      by calling a service representative or by using PhoneLink for automated
      exchanges by calling 1.800.225.5677. Telephone exchanges may be made
      only between accounts that are registered with the same name(s) and
      address. Shares held under certificates may not be exchanged by
      telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
o     Shares are redeemed from one fund and purchased from the other fund in
      the exchange transaction on the same regular business day on which the
      Transfer Agent receives an exchange request that conforms to the
      policies described above. It must be received by the close of The New
      York Stock Exchange that day, which is normally 4:00 P.M. but may be
      earlier on some days.
   o  The Fund may amend, suspend or terminate the exchange privilege at any
      time. The Fund will provide you notice whenever it is required to do so
      by applicable law, but it may impose changes at any time for emergency
      purposes.
   o  If the Transfer Agent cannot exchange all the shares you request
      because of a restriction cited above, only the shares eligible for
      exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
There is a $12 annual fee assessed on any account valued at less than $500.
      The fee is automatically deducted from the accounts annually on or
      about the second to last business day of September. See the Statement
      of Additional Information or visit the OppenheimerFunds website, to
      learn how you can avoid this fee and for circumstances when this fee
      will not be assessed.
Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by the Fund at any time. The Fund
      will provide you notice whenever it is required to do so by applicable
      law. If an account has more than one owner, the Fund and the Transfer
      Agent may rely on the instructions of any one owner. Telephone
      privileges apply to each owner of the account and the dealer
      representative of record for the account unless the Transfer Agent
      receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Fund will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of the Fund if the dealer performs any transaction erroneously or
      improperly.
The redemption price for shares will vary from day to day because the value
      of the securities in the Fund's portfolio fluctuates. The redemption
      price, which is the net asset value per share, will normally differ for
      each class of shares. If you redeem your shares before the Maturity
      Date, the redemption value of your shares may be more or less than
      their original cost.  The value of your shares on the Maturity Date
      will equal the greater of the Warranteed Amount or the Fund's
      then-current net asset value.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
      check, or through AccountLink or by Federal Funds wire (as elected by
      the shareholder) within seven days after the Transfer Agent receives
      redemption instructions in proper form. However, under unusual
      circumstances determined by the Securities and Exchange Commission,
      payment may be delayed or suspended. For accounts registered in the
      name of a broker-dealer, payment will normally be forwarded within
      three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified
      check, or arrange with your bank to provide telephone or written
      assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $500 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio.

"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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


Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid to Class A shares will generally be higher
than dividends for Class B, Class C and Class N shares, which normally have
higher expenses than Class A.  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.

If you do not reinvest all of your dividends in the Fund, your Warranteed
      Amount will be
reduced.

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


      Every year the Fund will send you and the IRS a statement showing the
amount of any taxable distribution you received in the previous year. Any
long-term capital gains will be separately identified in the tax information
the Fund sends you after the end of the calendar year.  The Fund intends to
treat for tax purposes at least a portion of a payment by the Warranty
Provider to the Fund and in turn to Fund shareholders as a capital gain.
Such gain would be offset by any allowable capital losses.


Remember, There May be Taxes on Transactions. Because the Fund's share prices
      fluctuate, you may have a capital gain or loss when you sell or
      exchange your shares. A capital gain or loss is the difference between
      the price you paid for the shares and the price you received when you
      sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
      Fund may be considered a non-taxable return of capital to shareholders.
      If that occurs, it will be identified in notices to shareholders.

      The Fund will invest in zero coupon U.S.  Treasury  bonds and other debt
securities  that are issued at a discount  or provide for  deferred  interest.
Even  though  the  Fund  receives  no  actual   interest   payments  on  these
securities,  the Fund will be deemed to receive income equal,  generally, to a
portion  of the excess of the face value of the  securities  over their  issue
price  ("original  issue  discount")  each year that the  securities are held.
Since the original issue discount  income earned by the Fund in a taxable year
may not be  represented  by cash  income,  the  Fund may  have to  dispose  of
securities,  which it might otherwise have continued to hold, to generate cash
in order to satisfy its  distribution  requirements  if  shareholders  request
cash distributions.

      The  asset  allocation  process  used  by the  Fund  may  result  in the
realization  of additional  gains.  It may also result in a larger  portion of
any net gains being treated as short-term  capital gains, which would be taxed
as  ordinary  income  when  distributed  to  shareholders.   As  noted  above,
distributions of any gains and income will be taxable to shareholders  even if
such  distributions  are reinvested in Fund shares.  Shareholders  may receive
taxable  distributions  of income  from debt  securities  investments  even in
situations  where the Fund has capital  losses from  investments  in shares of
the Underlying Fund.

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





INFORMATION AND SERVICES

For More Information on Oppenheimer Principal Protected
Main Street(R)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 will be available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report will include 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 (when available), the notice explaining the Fund's
privacy policy and other information about the Fund or your account:

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:
                              1.800.CALL.OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
On the Internet:              You can send us a request by e-mail or read or
                              down-load documents on the OppenheimerFunds
                              website: www.oppenheimerfunds.com
                                       ------------------------
------------------------------------------------------------------------------

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090.  Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
           -----------
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's shares are distributed by:                [logo]   OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No. 811-____
PR0700.001.1002 Printed on recycled paper


PSP #4_3303



                                      16
Oppenheimer Principal Protected Main Street(R)Fund

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


Statement of Additional Information dated April __, 2003


      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Fund and supplements
information in the Prospectus dated March 3, 2003.  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..........................................
    The Asset Allocation Process............................................
    Other Investment Techniques and Strategies..............................
    Investment Restrictions.................................................
How the Fund is Managed ....................................................
Organization and History....................................................
    Trustees and Officers of the Fund.......................................
    The Manager.............................................................
Brokerage Policies of the Fund..............................................
Distribution and Service Plans..............................................
Performance of the Fund.....................................................

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

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






A B O U T  T H E  F U N D
------------------------------------------------------------------------------

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 as well as information about any non-principal investment policies
and the attendant risks not described in the prospectus 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.  During the Offering Period, the
Fund will invest its assets primarily in money market instruments and
short-term debt securities.  The investment objective of the Fund during the
Warranty Period is to seek capital preservation in order to have a net asset
value on the Maturity Date at least equal to the Warranteed Amount.  The Fund
seeks total return as a secondary objective.  There can be no assurance that
the Fund will achieve its objective.  The Fund's investment objective during
the Offering Period is preservation of capital.  The Fund's investment
objective during the Post-Warranty Period is high total return.  This section
supplements the disclosure in the Fund's prospectuses and provides additional
information on the Fund's investment policies or restrictions to the extent
permitted under the Financial Warranty Agreement, dated ____________, 2003
(the "Financial Warranty Agreement"), among the Fund, the Manager and Merrill
Lynch USA.  Restrictions or policies stated as a maximum percentage of the
Fund's assets are only applied immediately after a portfolio investment to
which the policy or restriction is applicable (other than the limitations on
borrowing and illiquid securities).  Accordingly, any later increase or
decrease resulting from a change in values, net assets or other circumstances
will not be considered in determining whether the investment complies with
the Fund's restrictions and policies.

      Under normal market conditions, during the Warranty Period the Fund's
assets are allocated between an equity component, consisting exclusively of
Class Y shares of the Oppenheimer Main Street Growth & Income Fund (the
"Underlying Fund"), and a fixed income component, normally consisting
primarily of U.S. government securities.


      During the Warranty Period, the Fund may purchase securities or engage
in investment techniques set forth in the following sections.


      Merrill Lynch Bank USA ("MLBUSA") is a wholly-owned subsidiary of
Merrill Lynch & Co. MLBUSA is a state-chartered depository institution
insured by the FDIC.  MLBUSA offers certificates of deposit, transaction
accounts and money market deposit accounts, and issues VISA(R)cards. MLBUSA
also originates and purchases secured and unsecured loans to both individuals
and business entities. As of December 31, 2002, MLBUSA had total outstanding
loan commitments of approximately $___billion and had total deposits of
$____billion.

The Asset Allocation Process.  In pursuing the Fund's investment objective
during the Warranty Period, the Manager allocates the Fund's assets between
the equity and fixed income components of the portfolio.  The Fund will not
employ an asset allocation model during either the Offering Period or the
Post-Warranty Period.


      The prevailing level of interest rates and the volatility of the equity
markets will significantly influence the initial allocation of Fund assets
between equity and fixed income securities.  At the date of this Statement of
Additional Information, interest rates remain at historically low levels and
the equity markets continue to experience above normal volatility, both of
which are factors that may result in the mathematical formula allocating a
high portion of the Fund's assets to fixed income securities.  The Manager
will monitor the allocation of the Fund's assets on a daily basis.

      The asset allocation process will also be affected by the Manager's
ability to manage the Underlying Fund.  If the Underlying Fund provides a
return better than that assumed by the quantitative model, a smaller portion
of the Fund's assets would be allocated to the fixed income portfolio.  On
the other hand, if the total return of the Underlying Fund is lower than
projected by the model, a higher portion of the Fund's assets would have to
be allocated to fixed income portfolio, and the ability of the Fund to
participate in any subsequent upward movement in the equity market would be
reduced.

      The Financial Warranty Agreement contains a mathematical formula which
dictates the maximum amount of the Fund's assets that may be invested in the
equity portfolio on any given day during the Warranty Period.  That
percentage allocation to the equity portfolio can be as high as 100% and as
low as zero.  Accordingly, the Financial Warranty Agreement could limit the
way that the Manager manages the Fund during the Warranty Period in response
to changing market conditions.

      In allocating the Fund's assets between equity and fixed income
securities, the Manager will rely upon a quantitative model.  The model will
establish both the initial allocation of the Fund's assets and on a daily
basis will reevaluate the Fund's then maximum permitted allocation in the
equity component.  The objective of the model is to preserve the principal of
the Fund, primarily through allocations to the fixed income securities, while
adjusting the allocation to the equity markets in light of both the
objectives of preservation of principal and, secondarily, to maximize the
potential of total return through exposure to the equity markets.  The model
takes into account a number of factors, including, but not limited to:


o     The market value of the Fund's assets as compared to the aggregate
         amount warranteed;

o     The prevailing level of interest rates;

o     Equity market volatility; and

o     The length of time remaining until the maturity date of the guarantee.

      The model may allocate between 0% to 100% of the Fund's assets to
equity securities.  However, initially a significant portion of the Fund's
assets will be allocated to fixed income securities.


      The basic terms of the asset allocation model were determined prior to
the Fund entering into the Financial Warranty Agreement with MLBUSA. MLBUSA
reviewed the asset allocation model in determining whether it was prepared to
offer the Financial Warranty to the Fund and negotiated some modifications to
manage its financial risk. MLBUSA has no right to require any modification to
the asset allocation model during the Offering Period or the Warranty Period.
Because the model impacts MLBUSA's financial exposure, MLBUSA has a right to
approve any changes that the Fund wishes to make to the model during the
Offering Period or the Warranty Period. MLBUSA has informational rights
regarding the model's allocation and the Fund's portfolio during the Warranty
Period, but these rights are intended to enable MLBUSA's financial exposure.
Under the terms of the Financial Warranty Agreement, the Fund is subject to
certain investment parameters during the Warranty Period. The fund has also
agreed to be bound by various covenants. If the Fund's assets are not managed
in accordance with the parameters set forth in the Financial Warranty
Agreement of if the Fund breaches these covenants, the Fund's assets could be
allocated entirely to the fixed income portfolio for the remainder of the
Warranty Period, or MLBUSA may terminate the Financial Warranty Agreement.

The Financial Warranty.  The prospectus contains a detailed description of
the Financial Warranty Agreement.  The Financial Warranty that the Warranty
Provider issues is a contractual obligation to make a payment to the Fund in
the event there is a shortfall between the Warranteed Amount and the
then-current net asset value of the Fund on the Maturity Date.  The Financial
Warranty is not a guarantee and therefore the availability of the Financial
Warranty on the Maturity Date will be conditioned upon the Manager and the
Fund satisfying their respective obligations under the Warranty Agreement.
Should the Fund and/or the Manager fail to satisfy their respective
obligations under the Warranty Agreement, the Warranty Provider is permitted
to terminate the Financial Warranty and thus terminating its obligation to
make any payment to the Fund on the Maturity Date.  Shareholders also bear
the risk that the Warranty Provider will become insolvent or otherwise be
unable to satisfy its payment obligation to the Fund under the Financial
Warranty.  If either event were to occur, shareholders' investment in the
Fund would no longer be protected by the Financial Warranty which means their
shares may be worth less than their anticipated Warranteed Amount.

      In the event the Manager acts with negligence, recklessness, bad faith,
willful misconduct or fraud and the Fund's net asset value is below a set
limit, the Manager will be required to pay to the Warranty Provider an amount
equal to the amount of any reduction in the Fund's net asset value below that
set limit that is directly or indirectly attributable to the Manager's
conduct.  Additionally, in the event the Manager is required to allocate the
Fund's assets to the debt portfolio and fails to do so and such failure
results in the Fund's net asset value falling below a set limit, the Manager
will be required to pay to the Warranty Provider an amount equal to the
shortfall due to the Fund's assets not being so invested.  In  the event the
Manager fails to make any such payment to the Warranty Provider within five
business days, then the Warranty Provider may terminate the Financial
Warranty.

      |X|   Investments in Equity Securities.  The Fund's investments in
equity securities will consist exclusively of Class Y shares of the
Oppenheimer Main Street Growth & Income Fund (the "Underlying Fund").  The
Underlying 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 Underlying 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 Underlying Fund is focusing on or has
substantial investments in smaller capitalization companies at times of
market volatility, the Underlying Fund's share prices may fluctuate more than
that of funds focusing on larger capitalization issuers.  Further information
about the Underlying Fund is included under "Information About the Underlying
Fund" in Appendix C to this Statement of Additional Information.  The
Underlying Fund's Prospectus and Statement of Additional Information describe
in detail the Underlying Fund's investment policies, risks, management,
investment restrictions, strategies and types of securities in which it may
invest, and contains other information about the Underlying Fund.  The
Prospectus, Statement of Additional Information and annual and semi-annual
reports of the Underlying Fund are available without charge upon request by
calling 1.800.525.7048.

      |X|   Investments  in Bonds and  Other  Debt  Securities.  The Fund will
invest in U.S.  government  securities to seek its  investment  objective.  In
general,  debt  securities are also subject to two types of risk:  credit risk
and interest rate risk.

         o Credit  Risk.  Credit risk  relates to the ability of the issuer to
meet  interest or  principal  payments  or both as they become due.  The fixed
income  component  of  the  Fund's  portfolio   consist  of  U.S.   government
securities.  U.S.  government  securities,  although  unrated,  are  generally
considered to be equivalent  to securities in the highest  rating  categories.
Investment-grade  bonds are bonds  rated at least  "Baa" by Moody's  Investors
Service,  Inc.,  or at least  "BBB" by  Standard  & Poor's  Rating  Service or
Fitch, Inc., or that have comparable ratings by another  nationally-recognized
rating organization.

         o Interest Rate Risk.  Interest rate risk refers to the  fluctuations
in value of debt securities  resulting from the inverse  relationship  between
price and yield.  For  example,  an  increase in general  interest  rates will
tend to reduce the  market  value of  already-issued  debt  securities,  and a
decline in  general  interest  rates will tend to  increase  their  value.  In
addition,  debt  securities  having  longer  maturities  tend to offer  higher
yields,  but are subject to  potentially  greater  fluctuations  in value from
changes in interest rates than obligations having shorter maturities.


      Fluctuations in the market value of debt securities  after the Fund buys
them will not affect the interest income payable on those  securities  (unless
the  security  pays  interest  at a  variable  rate  pegged to  interest  rate
changes).   However,  those  price  fluctuations  will  be  reflected  in  the
valuations of the  securities,  and therefore the Fund's net asset values will
be affected by those fluctuations.


      |X|  U.S.  Government   Securities.   These  are  securities  issued  or
guaranteed  by  the  U.S.  Treasury  or  other  U.S.  government  agencies  or
federally-chartered  corporate  entities  referred to as  "instrumentalities."
The obligations of U.S. government agencies or  instrumentalities in which the
Fund can invest are  guaranteed or supported by the "full faith and credit" of
the United  States.  "Full faith and credit" means  generally  that the taxing
power of the U.S.  government  is  pledged  to the  payment  of  interest  and
repayment of principal on a security.

         o U.S.  Treasury  Obligations.  These include  Treasury  bills (which
have  maturities of one year or less when issued),  Treasury notes (which have
maturities  of more  than one  year  and up to ten  years  when  issued),  and
Treasury  bonds (which have  maturities  of more than ten years when  issued).
Treasury  securities  are  backed by the full  faith and  credit of the United
States as to timely  payments of interest and  repayments of principal.  Other
U.S. Treasury  obligations the Fund can buy include U. S. Treasury  securities
that  have  been  "stripped"  by a  Federal  Reserve  Bank,  zero-coupon  U.S.
Treasury  securities   described  below,  and  Treasury   Inflation-Protection
Securities ("TIPS").


         o Obligations  Issued or Guaranteed  by U.S.  Government  Agencies or
Instrumentalities.  These  include  direct  obligations  and  mortgage-related
securities  that have different  levels of credit support from the government.
The Fund may invest in, Government National Mortgage Association  pass-through
mortgage  certificates (called "Ginnie Maes"), which are supported by the full
faith and credit of the U.S. government .

      |X|   Zero-Coupon   Securities.   The  Fund  can  buy   zero-coupon  and
delayed-interest  securities,  and "stripped" securities.  Stripped securities
are debt  securities  whose  interest  coupons are separated from the security
and sold separately.  The Fund can buy U.S.  Treasury notes or bonds that have
been  stripped of their  interest  coupons,  and U.S.  Treasury  bills  issued
without interest coupons, and certificates  representing interests in stripped
securities.

Zero-coupon  securities do not make periodic interest payments and are sold at
a deep discount from their face value.  The buyer  recognizes a rate of return
determined by the gradual  appreciation of the security,  which is redeemed at
face value on a specified  maturity  date.  This discount  depends on the time
remaining until maturity,  as well as prevailing interest rates, the liquidity
of the security and the credit quality of the issuer.  The discount  typically
decreases as the maturity date  approaches.  Some  zero-coupon  securities are
convertible,  in that they are  zero-coupon  securities  until a predetermined
date, at which time they convert to a security with a specified coupon rate.


      Because   zero-coupon   securities   pay  no   interest   and   compound
semi-annually at the rate fixed at the time of their issuance,  their value is
generally more volatile than the value of other debt  securities.  Their value
may fall more dramatically than the value of interest-bearing  securities when
interest  rates  rise.  When  prevailing  interest  rates  fall,   zero-coupon
securities  tend to rise more rapidly in value  because they have a fixed rate
of return.

      The Fund's  investment in  zero-coupon  securities may cause the Fund to
recognize  income and make  distributions  to shareholders  before it receives
any cash payments on the zero-coupon  investment.  To generate cash to satisfy
those  distribution  requirements,   the  Fund  may  have  to  sell  portfolio
securities  that it  otherwise  might  have  continued  to hold or to use cash
flows from other sources such as the sale of Fund shares.

      |X| Money Market  Instruments.  The following is a brief  description of
the types of the U.S. dollar  denominated money market securities the Fund can
invest  in.  Money  market  securities  are   high-quality,   short-term  debt
instruments that may be issued by the U.S. government,  corporations, banks or
other entities. They may have fixed, variable or floating interest rates.

         o U.S.  Government  Securities.  These include  obligations issued or
guaranteed   by   the   U.S.   government   or  any   of   its   agencies   or
instrumentalities, described above.

         o Bank Obligations.  The Fund can buy time deposits,  certificates of
deposit and bankers' acceptances. They must be:

            o obligations  issued or guaranteed by a domestic bank  (including
              a foreign  branch of a domestic  bank) having total assets of at
              least U.S. $1 billion, or
o     obligations  of a foreign  bank with total  assets of at least  U.S.  $1
              billion.

      "Banks"  include  commercial  banks,  savings banks and savings and loan
associations,  which  may  or may  not  be  members  of  the  Federal  Deposit
Insurance Corporation.

         o Commercial  Paper. The Fund can invest in commercial paper if it is
rated within the top three rating  categories of Standard & Poor's and Moody's
or other rating organizations.

      If  the  paper  is  not  rated,  it may  be  purchased  if  the  Manager
determines  that it is comparable to rated  commercial  paper in the top three
rating categories of national rating organizations.

      The Fund can buy commercial  paper,  including  U.S.  dollar-denominated
securities of foreign branches of U.S. banks,  issued by other entities if the
commercial  paper  is  guaranteed  as to  principal  and  interest  by a bank,
government or corporation  whose  certificates of deposit or commercial  paper
may otherwise be purchased by the Fund.


      |X|  Borrowing.  Currently,  under  the  1940  Act,  a  mutual  fund may
borrow  only  from  banks  and  the  maximum  amount  it may  borrow  is up to
one-third of its total assets (including the amount  borrowed),  except that a
fund may borrow up to 5% of its total assets for  temporary  purposes from any
person.  Under the 1940 Act, there is a rebuttable  presumption that a loan is
temporary  if it is repaid  within 60 days and not  extended or renewed.  As a
matter of fundamental  policy,  the Fund is authorized to borrow up to 33 1/3%
of its total assets.  During periods of substantial  borrowings,  the value of
the Fund's  assets  would be reduced  due to the added  expense of interest on
borrowed  monies.  The Fund is authorized  to borrow,  and to pledge assets to
secure such borrowings,  up to the maximum extent  permissible  under the 1940
Act (i.e.,  presently  50% of net  assets).  Any such  borrowing  will be made
only  pursuant  to the  requirements  of the 1940 Act and will be made only to
the extent that the value of each Fund's  assets less its  liabilities,  other
than  borrowings,  is equal to at least 300% of all  borrowings  including the
proposed  borrowing.  If the value of a Fund's  assets,  so  computed,  should
fail to meet the  300%  asset  coverage  requirement,  the  Fund is  required,
within  three  days to reduce its bank debt to the  extent  necessary  to meet
such  requirement  and may have to sell a portion of its investments at a time
when  independent  investment  judgment would not dictate such sale.  Interest
on money  borrowed is an expense the Fund would not otherwise  incur,  so that
it may have little or no net  investment  income during periods of substantial
borrowings.  Since  substantially  all of a Fund's assets  fluctuate in value,
but borrowing obligations are fixed when the Fund has outstanding  borrowings,
the net asset value per share of a Fund  correspondingly will tend to increase
and decrease  more when the Fund's  assets  increase or decrease in value than
would otherwise be the case.

         The Fund will pay interest on these loans,  and that interest expense
will raise the  overall  expenses  of the Fund and reduce its  returns.  If it
does borrow,  its expenses will be greater than  comparable  funds that do not
borrow  for  leverage.  Additionally,  the  Fund's  net asset  value per share
might  fluctuate  more than that of funds that do not borrow.  Currently,  the
Fund does not  contemplate  using this  technique,  but if it does so, it will
not likely do so to a substantial degree.

      |X|         Interfund  Borrowing  and Lending  Arrangements.  Consistent
with its  fundamental  policies and  pursuant to an exemptive  order issued by
the  Securities  and  Exchange  Commission  ("SEC"),  the Fund may  engage  in
borrowing  and lending  activities  with other  funds in the  OppenheimerFunds
complex.  Borrowing  money  from  affiliated  funds  may  afford  the Fund the
flexibility  to  use  the  most  cost-effective  alternative  to  satisfy  its
borrowing  requirements.  Lending  money to an  affiliated  fund may allow the
Fund to obtain a higher  rate of return than it could from  interest  rates on
alternative short-term  investments.  Implementation of interfund lending will
be accomplished consistent with applicable regulatory requirements,  including
the provisions of the SEC order.

      |X|  Interfund  Borrowing.  The Fund  will not  borrow  from  affiliated
funds unless the terms of the borrowing  arrangement are at least as favorable
as the  terms  the Fund  could  otherwise  negotiate  with a third  party.  To
assure  that  the  Fund  will  not  be  disadvantaged  by  borrowing  from  an
affiliated  fund,  certain  safeguards may be  implemented.  Examples of these
safeguards include the following:
o     the Fund will not borrow money from affiliated funds unless the
   interest rate is more favorable than available bank loan rates;
o     the Fund's borrowing from affiliated funds must be consistent with its
   investment objective and investment policies;
o     the loan rates will be the average of the overnight repurchase
   agreement rate available through the OppenheimerFunds joint repurchase
   agreement account and  a pre-established formula based on quotations from
   independent banks to approximate the lowest interest rate at which bank
   loans would be available to the Fund;
o     if the Fund has outstanding borrowings from all sources greater than
   10% of its total assets, then the Fund must secure each additional
   outstanding interfund loan by segregating liquid assets of the Fund as
   collateral;
o     the Fund cannot borrow from an affiliated fund in excess of 125% of its
   total redemptions for the preceding seven days;
o     each interfund loan may be repaid on any day by the Fund; and
o     the Trustees will be provided with a report of all interfund loans and
   the Trustees will monitor all such borrowings to ensure that the Fund's
   participation is appropriate.

      There is a risk that a borrowing fund could have a loan called on one
day's notice.  In that circumstance, the Fund might have to borrow from a
bank at a higher interest cost if money to lend were not available from
another Oppenheimer fund.

      |X|    Interfund Lending.  To assure that the Fund will not be
disadvantaged by making loans to affiliated funds, certain safeguards will be
implemented.  Examples of these safeguards include the following:

o     the Fund will not lend money to affiliated funds unless the interest
   rate on such loan is determined to be reasonable under the circumstances;
o     the Fund may not make interfund loans in excess of 15% of its net
   assets;
o     an interfund loan to any one affiliated fund shall not exceed 5% of the
   Fund's net assets;
o     an interfund loan may not be outstanding for more than seven days;
o     each interfund loan may be called on one business day's notice; and
o     the Manager will provide the Trustees reports on all interfund loans
   demonstrating that the Fund's participation is appropriate and that the
   loan is consistent with its investment objectives and policies.

      When the Fund  lends  assets to  another  affiliated  fund,  the Fund is
subject to the credit that the borrowing fund fails to repay the loan.

      |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.  The Financial Highlights table at the end of the Prospectus
shows the Fund's portfolio turnover rates during prior fiscal years.

Investment in Other Investment Companies.  As stated above, the Fund can
invest in the Class Y shares of Oppenheimer Main Street Growth & Income Fund,
subject to the limits set forth in the Investment Company Act of 1940 (the
"Investment Company Act") that apply to those types of investments.
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.
As a shareholder of an investment company, the Fund will be subject to its
ratable share of that investment company's expenses, including its advisory
and administration expenses.

      |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.

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

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

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


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


      |X|   Temporary Defensive and Interim Investments.  The Fund's
temporary defensive investments can include (i) obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities; (ii)
certificates of deposit or bankers' acceptances of domestic banks with assets
of $1 billion or more; (iii) any of the foregoing securities that mature in
one year or less (generally known as "cash equivalents"); and repurchase
agreements.


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 concentrate investments.  That means it cannot
invest 25% or more of its total assets in any industry.  However, there is no
limitation on investments in affiliated funds and obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities.


o     The Fund cannot invest in commodities.  However, the Fund can buy and
sell any of the hedging instruments permitted by any of its other policies.
It does not matter if the hedging instrument is considered to be a commodity
or commodity contract.

      o  The Fund cannot invest in real estate or in interests in real
estate.  However, the Fund can purchase securities of issuers holding real
estate or interests in real estate (including securities of real estate
investment trusts).

      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.

o     The Fund cannot 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 statutes, rules or
regulations may be amended or interpreted from time to time.

o     The Fund cannot make loans except (a) through lending of securities,
(b) through the purchase of debt instruments or similar evidences of
indebtedness, (c) through an interfund lending program with other affiliated
funds, and (d) through repurchase agreements.

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

      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. 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 as a non-fundamental policy the
industry classifications set forth in Appendix B to this Statement of
Additional Information.


How the Fund is Managed


Organization and History.  The Fund is a "series" of Oppenheimer Principal
Protected Trust.  That Trust is an open-end, management investment company
organized as a Massachusetts business trust in 2003.  The Fund is a
diversified mutual fund and commenced operations on April __, 2003.


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

      The Fund currently has four classes of shares: Class A, Class B, Class
C and Class N.  All classes invest in the same investment portfolio.  Only
retirement plans may purchase Class N 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.  Although the Fund is not required by Massachusetts
law to hold annual meetings, it may hold shareholder meetings from time to
time on important matters.  The shareholders of the Fund's parent trust have
the right to call a meeting to remove a Trustee or to take certain other
action described in the Declaration of Trust or under Massachusetts law.

      The Fund will hold meetings when required to do so by the Investment
Company Act or other applicable law.  The Fund will hold a meeting when the
Trustees call a meeting or upon proper request of shareholders.  If the
Fund's parent trust receives a written request of the record holders of at
least 25% of the outstanding shares eligible to be voted at a meeting to call
a meeting for a specified purpose (which might include the removal of a
Trustee), the Trustees will call a meeting of shareholders for that specified
purpose. The Fund's parent corporation has undertaken that it will then
either give the applicants access to the Fund's shareholder list or mail the
applicants' communication to all other shareholders at the applicants'
expense.


Board of Trustees.  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.

Trustees and Officers of the Fund. The Fund's Trustees and officers and their
principal occupations and business affiliations and occupations during the
past five years are listed below. Trustees denoted with an asterisk (*) below
are deemed to be "interested persons" of the Fund under the Investment
Company Act.  As of the date of this Statement of Additional Information, the
Trustees and officers of the Fund as a group owned of record or beneficially
less than 1% of each class of shares of the Fund.


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












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

                                Independent Trustees

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

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

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

                                                                As of December 31,
                                                                       2002

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

William L.          Chairman   of   the   following   private $0         $50,001-
Armstrong,          mortgage banking companies:  Cherry Creek            $100,000
Trustee since 2003  Mortgage     Company     (since    1991),
Age: 65             Centennial  State Mortgage Company (since
                    1994),   The  El  Paso  Mortgage  Company
                    (since   1993),    Transland    Financial
                    Services,  Inc. (since 1997); Chairman of
                    the following  private  companies:  Great
                    Frontier  Insurance   (insurance  agency)
                    (since    1995),     Ambassador     Media
                    Corporation and Broadway  Ventures (since
                    1984);   a  director  of  the   following
                    public  companies:   Helmerich  &  Payne,
                    Inc.  (oil  and  gas  drilling/production
                    company)  (since 1992) and  UNUMProvident
                    (insurance  company)  (since  1991).  Mr.
                    Armstrong is also a  Director/Trustee  of
                    Campus   Crusade   for   Christ  and  the
                    Bradley  Foundation.  Formerly a director
                    of  the  following:   Storage  Technology
                    Corporation  (a  publicly-held   computer
                    equipment company)  (1991-February 2003),
                    International     Family    Entertainment
                    (television   channel)   (1992-1997)  and
                    Natec  Resources,   Inc.  (air  pollution
                    control  equipment and services  company)
                    (1991-1995),  Frontier Real Estate,  Inc.
                    (residential   real   estate   brokerage)
                    (1994-1999),  and  Frontier  Title (title
                    insurance  agency)  (1995-June  1999);  a
                    U.S.   Senator   (January    1979-January
                    1991).  Oversees  42  portfolios  in  the
                    OppenheimerFunds complex.

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

George C. Bowen,    Formerly (until April 1999):  Senior Vice $0         Over
Trustee since 2003  President   (from   September  1987)  and            $100,000
Age: 66             Treasurer   (from   March  1985)  of  the
                    Manager;  Vice President (from June 1983)
                    and  Treasurer   (since  March  1985)  of
                    OppenheimerFunds   Distributor,  Inc.  (a
                    subsidiary of the  Manager);  Senior Vice
                    President    (since    February    1992),
                    Treasurer  (since  July  1991)  Assistant
                    Secretary and a director  (since December
                    1991)  of  Centennial   Asset  Management
                    Corporation;    Vice   President   (since
                    October 1989) and Treasurer  (since April
                    1986)  of  HarbourView  Asset  Management
                    Corporation   (an   investment   advisory
                    subsidiary  of the  Manager);  President,
                    Treasurer    and   a    director    (June
                    1989-January  1990) of Centennial Capital
                    Corporation   (an   investment   advisory
                    subsidiary   of   the   Manager);    Vice
                    President  and  Treasurer  (since  August
                    1978) and  Secretary  (since  April 1981)
                    of   Shareholder   Services,    Inc.   (a
                    transfer   agent    subsidiary   of   the
                    Manager);  Vice President,  Treasurer and
                    Secretary   (since   November   1989)  of
                    Shareholder  Financial Services,  Inc. (a
                    transfer   agent    subsidiary   of   the
                    Manager);   Assistant   Treasurer  (since
                    March  1998) of  Oppenheimer  Acquisition
                    Corp.      (the     Manager's      parent
                    corporation);  Treasurer  (since November
                    1989)    of    Oppenheimer    Partnership
                    Holdings,   Inc.   (a   holding   company
                    subsidiary   of   the   Manager);    Vice
                    President  and   Treasurer   (since  July
                    1996)   of    Oppenheimer    Real   Asset
                    Management,  Inc. (an investment advisory
                    subsidiary   of   the   Manager);   Chief
                    Executive  Officer  and  director  (since
                    March  1996)  of  MultiSource   Services,
                    Inc. (a  broker-dealer  subsidiary of the
                    Manager);  Treasurer (since October 1997)
                    of  OppenheimerFunds  International  Ltd.
                    and  Oppenheimer   Millennium  Funds  plc
                    (offshore  fund  management  subsidiaries
                    of the  Manager).  Oversees 42 portfolios
                    in the OppenheimerFunds complex.

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

Robert J. Malone,   Director    (since    2001)    of   Jones $0         Over
Trustee since 2003  Knowledge,   Inc.   (a   privately   held            $100,000
Age: 58             company), U.S. Exploration,  Inc., (since
                    1997),   Colorado  UpLIFT  (a  non-profit
                    organization)  (since 1986) and a trustee
                    of  the   Gallagher   Family   Foundation
                    (non-profit  organization)  (since 2000).
                    Formerly,   Chairman  of  U.S.   Bank  (a
                    subsidiary  of U.S.  Bancorp and formerly
                    Colorado     National     Bank,)    (July
                    1996-April  1,  1999) and a  director  of
                    Commercial   Assets,    Inc.   (a   REIT)
                    (1993-2000).  Oversees 43  portfolios  in
                    the OppenheimerFunds complex.

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


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


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

                           Interested Trustee and Officer

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

Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund,
Length of Service,
Age

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

John V. Murphy,         Chairman, Chief Executive Officer and director (since June
President and Trustee   2001) and President (since September 2000) of the Manager;
since 2003              President and a director or trustee of other Oppenheimer
Age: 53                 funds; President and a director (since July 2001) of
                        Oppenheimer Acquisition Corp. and of Oppenheimer
                        Partnership Holdings, Inc.; a director (since November
                        2001) of OppenheimerFunds Distributor, Inc.; Chairman and a
                        director (since July 2001) of Shareholder Services, Inc.
                        and of Shareholder Financial Services, Inc.; President and
                        a director (since July 2001) of OppenheimerFunds Legacy
                        Program (a charitable trust program established by the
                        Manager); a director of the following investment advisory
                        subsidiaries of OppenheimerFunds, Inc.: OFI Institutional
                        Asset Management, Inc. and Centennial Asset Management
                        Corporation (since November 2001), HarbourView Asset
                        Management Corporation and OFI Private Investments, Inc.
                        (since July 2001); President (since November 1, 2001) and a
                        director (since July 2001) of Oppenheimer Real Asset
                        Management, Inc.; a director (since November 2001) of
                        Trinity Investment Management Corp. and Tremont Advisers,
                        Inc. (investment advisory affiliates of the Manager);
                        Executive Vice President (since February 1997) of
                        Massachusetts Mutual Life Insurance Company (the Manager's
                        parent company); a director (since June 1995) of DLB
                        Acquisition Corporation (a holding company that owns shares
                        of David L. Babson & Company, Inc.); formerly, Chief
                        Operating Officer (September 2000-June 2001) of the
                        Manager; President and trustee (November 1999-November
                        2001) of MML Series Investment Fund and MassMutual
                        Institutional Funds (open-end investment companies); a
                        director (September 1999-August 2000) of C.M. Life
                        Insurance Company; President, Chief Executive Officer and
                        director (September 1999-August 2000) of MML Bay State Life
                        Insurance Company; a director (June 1989-June 1998) of
                        Emerald Isle Bancorp and Hibernia Savings Bank (a
                        wholly-owned subsidiary of Emerald Isle Bancorp). Oversees
                        74 portfolios in the OppenheimerFunds complex.

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


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



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

                                Officers of the Fund

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

Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund,
Length of Service,
Age

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

Angelo Manioudakis,     Senior Vice President of the Manager (since April 2002);  an
Vice President and      officer of 12  portfolios in the  OppenheimerFunds  complex;
Portfolio Manager       formerly   Executive  Director  and  portfolio  manager  for
since 2003              Miller,  Anderson & Sherrerd,  a division of Morgan  Stanley
Age:  36                Investment Management (August 1993-April 2002).

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

Kenneth Winston, Vice   Senior  Vice  President  and  Director  of Risk  Management,
President and           Quantitative  Research  and  Product  Design of the  Manager
Portfolio Manager       (since  May  2001);   an  officer  of  1  portfolio  in  the
since 2003              OppenheimerFunds  complex;  formerly a  Managing  Partner at
Age:  50                Richards & Tierney, Inc. (March 1994 - May 2001).

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

Brian W. Wixted,        Senior Vice  President and  Treasurer  (since March 1999) of
Treasurer since 1999    the Manager;  Treasurer  (since  March 1999) of  HarbourView
Age: 43                 Asset Management  Corporation,  Shareholder Services,  Inc.,
                        Oppenheimer Real Asset Management  Corporation,  Shareholder
                        Financial Services,  Inc., Oppenheimer Partnership Holdings,
                        Inc.,  OFI Private  Investments,  Inc.  (since  March 2000),
                        OppenheimerFunds    International   Ltd.   and   Oppenheimer
                        Millennium Funds plc (since May 2000) and OFI  Institutional
                        Asset Management,  Inc. (since November 2000); Treasurer and
                        Chief  Financial  Officer  (since  May 2000) of  Oppenheimer
                        Trust Company (a trust  company  subsidiary of the Manager);
                        Assistant   Treasurer  (since  March  1999)  of  Oppenheimer
                        Acquisition  Corp.  and   OppenheimerFunds   Legacy  Program
                        (since April 2000);  formerly  Principal and Chief Operating
                        Officer    (March    1995-March    1999),    Bankers   Trust
                        Company-Mutual  Fund  Services  Division.  An  officer of 90
                        portfolios in the OppenheimerFunds complex.

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

Connie Bechtolt,        Assistant Vice President of the Manager  (since September
Assistant Treasurer     1998); formerly Manager/Fund Accounting (September
since 2003              1994-September 1998) of the Manager. An officer of 90
Age: 39                 portfolios in the OppenheimerFunds complex.

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

Philip Vottiero,        Vice  President/Fund  Accounting of the Manager (since March
Assistant Treasurer     2002;  formerly Vice  President/Corporate  Accounting of the
since 2003              Manager (July  1999-March  2002) prior to which he was Chief
Age: 39                 Financial  Officer at Sovlink  Corporation  (April 1996-June
                        1999).  An officer of 90 portfolios in the  OppenheimerFunds
                        complex.

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

Robert G. Zack,         Senior Vice President  (since May 1985) and General  Counsel
Vice President &        (since February 2002) of the Manager;  General Counsel and a
Secretary since 2003    director   (since   November   2001)   of   OppenheimerFunds
Age: 54                 Distributor,   Inc.;   Senior  Vice  President  and  General
                        Counsel  (since   November   2001)  of   HarbourView   Asset
                        Management  Corporation;   Vice  President  and  a  director
                        (since November 2000) of Oppenheimer  Partnership  Holdings,
                        Inc.; Senior Vice President,  General Counsel and a director
                        (since  November  2001)  of  Shareholder   Services,   Inc.,
                        Shareholder   Financial   Services,    Inc.,   OFI   Private
                        Investments,   Inc.,   Oppenheimer  Trust  Company  and  OFI
                        Institutional   Asset  Management,   Inc.;  General  Counsel
                        (since  November  2001)  of  Centennial   Asset   Management
                        Corporation;   a   director   (since   November   2001)   of
                        Oppenheimer   Real   Asset   Management,   Inc.;   Assistant
                        Secretary   and  a  director   (since   November   2001)  of
                        OppenheimerFunds  International  Ltd.; Vice President (since
                        November   2001)   of   OppenheimerFunds   Legacy   Program;
                        Secretary  (since November 2001) of Oppenheimer  Acquisition
                        Corp.;    formerly   Acting   General   Counsel    (November
                        2001-February  2002)  and  Associate  General  Counsel  (May
                        1981-October  2001) of the Manager;  Assistant  Secretary of
                        Shareholder   Services,   Inc.  (May  1985-November   2001),
                        Shareholder     Financial    Services,     Inc.    (November
                        1989-November  2001);  OppenheimerFunds  International  Ltd.
                        And Oppenheimer  Millennium Funds plc (October 1997-November
                        2001).  An officer of 90 portfolios in the  OppenheimerFunds
                        complex.

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

Katherine P. Feld,      Vice  President and Senior  Counsel (since July 1999) of the
Assistant Secretary     Manager;    Vice    President    (since    June   1990)   of
since 2003              OppenheimerFunds    Distributor,    Inc.;   Director,   Vice
Age: 44                 President  and  Assistant  Secretary  (since  June  1999) of
                        Centennial  Asset  Management  Corporation;  Vice  President
                        (since 1997) of  Oppenheimer  Real Asset  Management,  Inc.;
                        formerly  Vice  President  and  Associate   Counsel  of  the
                        Manager (June  1990-July  1999). An officer of 90 portfolios
                        in the OppenheimerFunds complex.

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

Kathleen T. Ives,       Vice  President and Assistant  Counsel  (since June 1998) of
Assistant Secretary     the    Manager;    Vice    President    (since    1999)   of
since 2003              OppenheimerFunds  Distributor,   Inc.;  Vice  President  and
Age: 36                 Assistant  Secretary  (since 1999) of Shareholder  Services,
                        Inc.;   Assistant   Secretary   (since   December  2001)  of
                        OppenheimerFunds  Legacy Program and  Shareholder  Financial
                        Services,   Inc.;  formerly  Assistant  Vice  President  and
                        Assistant  Counsel of the Manager (August  1997-June  1998);
                        Assistant Counsel of the Manager (August  1994-August 1997).
                        An officer of 90 portfolios in the OppenheimerFunds complex.

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

Philip T. Masterson,    Vice President and Assistant Counsel of the Manager (since
Assistant Secretary     July 1998); formerly, an associate with Davis, Graham, &
since 2003              Stubbs LLP (January 1997-June 1998). An officer of 90
Age: 38                 portfolios in the OppenheimerFunds complex.

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

Denis R. Molleur,       Vice  President  and Senior  Counsel of the  Manager  (since
Assistant Secretary     July 1999);  formerly a Vice President and Associate Counsel
since 2003              of the Manager (September  1995-July 1999). An officer of 83
Age: 45                 portfolios in the OppenheimerFunds complex.

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

      |X|  Remuneration of Trustees.  The Trustees of the Fund are affiliated
with the Manager and receive no salary or fee from the Fund. As of the date
of the Statement of Additional Information, the Fund has not paid any
compensation to the Trustees because it is a new fund.


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


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


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

      The Code of Ethics is an exhibit to the Fund's registration statement
filed with the Securities and Exchange Commission and can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by
calling the SEC at 1.202.942.8090.  The Code of Ethics can also be viewed as
part of the Fund's registration statement on the SEC's EDGAR database at the
SEC's Internet website at 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.


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

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

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 commissions bidding.  However, it is
expected to be aware of the current rates of eligible brokers and to minimize
the commissions paid to the extent consistent with the interests and policies
of the Fund as established by its Board of Trustees.


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


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

      Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers.  In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets.  Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions in the secondary market. Otherwise brokerage commissions
are paid only if it appears likely that a better price or execution can be
obtained by doing so.  In an option transaction, the Fund ordinarily uses the
same broker for the purchase or sale of the option and any transaction in the
securities to which the option relates.  Other funds advised by the Manager
have investment policies similar to those of the Fund. Those other funds may
purchase or sell the same securities as the Fund at the same time as the
Fund, which could affect the supply and price of the securities.  If two or
more funds advised by the Manager purchase the same security on the same day
from the same dealer, the transactions under those combined orders are
averaged as to price and allocated in accordance with the purchase or sale
orders actually placed for each account.


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

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


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


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

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

Distribution and Service Plans

The Distributor.  Under its General Distributor's Agreement with the Fund's
parent corporation, 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 reimburses 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.  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.

      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
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 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 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.

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

         |_|      Class A Service Plan.  Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares. The services include,
among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's
investment plans available and providing other services at the request of the
Fund or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of
Class A shares. The Board has set the rate at that level. 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.  Under
each plan, service fees and distribution fees are computed on the average of
the net asset value of shares in the respective class, determined as of the
close of each regular business day during the period. The Class B, Class C
and Class N plans allow the Distributor to be compensated at a flat rate for
its services and costs in distributing Class B, Class C and Class N shares
and servicing accounts, whether the Distributor's distribution expenses are
more or less than the amounts paid by the Fund under the plan during the
period for which the fee is paid.  The types of services that recipients
provide are similar to the services provided under the Class A service plan,
described above.


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


      The Distributor retains the asset-based sales charge on Class B shares.
The Distributor retains the asset-based sales charge on Class C shares during
the first year the shares are outstanding.  It pays the asset-based sales
charge as an ongoing concession 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 and/or Class N
service fee and the asset-based sales charge to the dealer quarterly in lieu
of paying the sales concessions and service fee in advance at the time of
purchase.

    The asset-based sales 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 concessions to authorized brokers and dealers at the time of
      sale and pays service fees as described above,
o     may finance payment of sales concessions and/or the advance of the
      service fee payment to recipients under the plans, or may provide such
      financing from its own resources or from the resources of an affiliate,
o     employs personnel to support distribution of Class B, Class C and Class
      N shares, 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 on redeemed shares and from the Fund under the
plans.  If either the Class B, Class C or Class N plan is terminated by the
Fund, the Board of Trustees may allow the Fund to continue payments of the
asset-based sales charge to the Distributor for distributing shares before
the plan was terminated.

      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 1-800-525-7048 or by visiting the Oppenheimer Funds internet website at
http://www.oppenheimerfunds.com.

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


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


      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:


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

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


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


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  rating and  ranking of the  performance  of its  classes of
shares by Morningstar,  Inc., an independent  mutual fund monitoring  service.
Morningstar  rates  and ranks  mutual  funds in broad  investment  categories:
domestic  stock  funds,  international  stock  funds,  taxable  bond funds and
municipal bond funds.

      Morningstar proprietary star rankings reflect historical risk-adjusted
total investment return.  For each fund with at least a three-year history,
Morningstar calculates a Morningstar RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund's
load-adjusted return for the same period, and then adjusting this excess
return for risk.  The top 10% of funds in each broad asset class 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.  The Overall
Morningstar Rating for a fund is derived from a weighted average of the
performance figures associated with its three-, five- and ten-year (if
applicable) Morningstar Ratings 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. 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 3 days
after the transfers are initiated. 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 a Right of Accumulation
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  Quest  Capital  Value Fund,
Oppenheimer Champion Income Fund          Inc.
                                          Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer Concentrated Growth 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      Rochester      National
Oppenheimer Emerging Growth Fund          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  Trinity  Large  Cap  Growth
Oppenheimer Growth Fund                   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
                                          OSM1 -  Mercury  Advisors  Focus  Growth
Oppenheimer Main Street Small Cap Fund    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.


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.


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

      The availability of different classes of shares permits an investor to
choose the method of purchasing shares that is more appropriate for the
investor. That may depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant circumstances. Class
A shares normally are sold subject to an initial sales charge. While Class B,
Class C and Class N shares have no initial sales charge, the purpose of the
deferred sales charge and asset-based sales charge on Class B, Class C and
Class N shares is the same as that of the initial sales charge on Class A
shares - to compensate the Distributor and brokers, dealers and financial
institutions that sell shares of the Fund. A salesperson who is entitled to
receive compensation from his or her firm for selling Fund shares may receive
different levels of compensation for selling one class of shares 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,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
               Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group Retirement Plans (as defined in Appendix _ 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, a $12 annual fee is charged 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     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 fee is charged annually 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.  After the Offering Period, 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., New
York 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, Washington's Birthday, Martin Luther King, Jr. Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It may also close on other days.

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

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

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

      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.

      If 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

      Information  on  how to  sell  shares  of  the  Fund  is  stated  in the
Prospectus.  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  during  the  Offering  Period or at any time in 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 shares.  The
Fund may amend,  suspend or cease offering this reinvestment  privilege at any
time as to shares  redeemed  after the date of such  amendment,  suspension or
cessation.

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

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

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

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

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

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

How to Exchange Shares

      As stated in the Prospectus,  the Fund does not allow exchanges into the
Fund during the  Warranty  Period.  Shareholders  of the Capital  Preservation
Fund also may not  exchange  their  shares for  shares of the Fund  during the
Offering  Period.  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 at 1.800.525.7048.

o     All of the  Oppenheimer  funds  currently  offer Class A, B and C shares
   except Oppenheimer Money Market Fund, Inc.,  Centennial Money Market Trust,
   Centennial Tax Exempt Trust,  Centennial  Government Trust,  Centennial New
   York  Tax  Exempt  Trust,  Centennial  California  Tax  Exempt  Trust,  and
   Centennial America Fund, L.P., which only offer Class A shares.
o     Class B, Class C and Class N shares of  Oppenheimer  Cash  Reserves  are
   generally  available  only by  exchange  from the same  class of  shares of
   other  Oppenheimer  funds  or  through   OppenheimerFunds-sponsored  401(k)
   plans.
o     Only certain  Oppenheimer funds currently offer Class Y shares.  Class Y
   shares of  Oppenheimer  Real Asset Fund may not be exchanged  for shares of
   any other fund.
o     Only certain  Oppenheimer  funds currently  offer Class N shares,  which
   are only offered to retirement plans as described in the Prospectus.  Class
   N shares  can be  exchanged  only for Class N shares  of other  Oppenheimer
   funds.
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 can 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.  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     Class A,  Class B,  Class C and  Class Y 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.

      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.

      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.

      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.

      |_|         How Exchanges Affect Contingent  Deferred Sales Charges.  No
contingent  deferred  sales  charge is imposed on  exchanges  of shares of any
class purchased subject to a contingent deferred sales charge.  However,  when
Class A shares  acquired by  exchange  of Class A shares of other  Oppenheimer
funds  purchased  subject to a Class A  contingent  deferred  sales charge are
redeemed  within  18 months of the end 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.  The  Class B  contingent
deferred  sales  charge is imposed on Class B shares  acquired  by exchange if
they are  redeemed  within 6 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.  With respect to Class N
shares,  if you redeem your shares within 18 months of the  retirement  plan's
first  purchase  or  the  retirement  plan  eliminates  the  Fund  as  a  plan
investment  option  within 18 months of selecting  the Fund,  a 1%  contingent
deferred sales charge will be imposed on the plan.

      When Class B or Class C 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 or Class C 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.  For full or
partial  exchanges  of an  account  made by  telephone,  any  special  account
features such as Asset Builder  Plans and Automatic  Withdrawal  Plans will be
switched  to  the  new  account   unless  the  Transfer  Agent  is  instructed
otherwise.  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 will be switched to the new fund account  unless
you tell the  Transfer  Agent  not to do so or if the new fund  does not offer
the special feature.

      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.

      Under  certain tax rules,  the Fund may be required to include an amount
in income  with  respect to a security  even  though the Fund does not receive
payments  in cash  attributable  to such  income in  respect  of the  security
during the year. For example,  a Portfolio may be required to accrue a portion
of any discount at which it purchases a debt  security as income in each year.
In  addition,  if the  Fund  invests  in any  equity  security  of a  non-U.S.
corporation  classified as a "passive foreign investment company" for U.S. tax
purposes,  the  application of certain  technical tax  provisions  applying to
investments  in such companies may result in the Fund being required to accrue
income in respect of the security without any receipt of cash  attributable to
such income.  To the extent that the Fund invests in any securities  producing
such "phantom  income",  the Fund will  nonetheless be required to make income
distributions  of such  phantom  income  in order to  avoid  taxation  of such
income at the Fund level. Such  distributions will be required to be made from
available cash of the Fund or by liquidation of Fund  securities if necessary.
If a distribution of cash  necessitates  the  liquidation of Fund  securities,
the Fund may  realize a gain or loss from such sales.  Any net  capital  gains
realized   from  such   transactions   may  result  in  larger   capital  gain
distributions  (if any) to  shareholders  than they would have received in the
absence of such transactions.

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
without  having to pay tax on them.  This avoids a "double tax" on that income
and capital gains, since shareholders  normally will be taxed on the dividends
and capital  gains they receive  from the Fund  (unless  their Fund shares are
held in a  retirement  account or the  shareholder  is  otherwise  exempt from
tax).  The Internal  Revenue Code contains a number of complex tests  relating
to qualification  that the Fund might not meet in a particular year. If it did
not qualify as a regulated  investment company,  the Fund would be treated for
tax purposes as an ordinary  corporation  and would  receive no tax  deduction
for payments made to shareholders.

      To qualify as a regulated  investment company,  the Fund must distribute
at  least  90% of  its  investment  company  taxable  income  (in  brief,  net
investment  income  and the  excess of net  short-term  capital  gain over net
long-term  capital  loss) for the  taxable  year.  The Fund must also  satisfy
certain other  requirements  of the Internal  Revenue Code,  some of which are
described  below.  Distributions  by the Fund made during the taxable year or,
under  specified  circumstances,  within  twelve 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,  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. It does not 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 and remit to the
U.S.   Treasury  31%  of  ordinary   income   dividends   and  capital   gains
distributions  and the  proceeds  of the  redemption  of  shares,  paid to any
shareholder  (1) who has  failed to  provide  a  correct,  certified  taxpayer
identification  number,  (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).

      |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.  Taxation of a shareholder who under United
States  law is a  nonresident  alien  individual,  foreign  trust  or  estate,
foreign   corporation,   or  foreign   partnership   depends  on  whether  the
shareholder's income from the Fund is effectively  connected with a U.S. trade
or business carried on by such shareholder.

      If the income  from the Fund is not  effectively  connected  with a U.S.
trade  or  business  carried  on by a  foreign  shareholder,  ordinary  income
dividends  paid  to  such  foreign   shareholder   will  be  subject  to  U.S.
withholding  tax.  The rate of the tax depends on a number of factors.  If the
income from the Fund is  effectively  connected  with a U.S. trade or business
carried on by a foreign shareholder,  then ordinary income dividends,  capital
gain  dividends,  and any gains  realized  upon the sale of shares of the Fund
will be subject to U.S.  federal  income tax at the rates  applicable  to U.S.
citizens or domestic corporations.

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

      The tax  consequences  to a foreign  shareholder  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  advisers
with respect to the  particular tax  consequences  to them of an investment in
the Fund, including the applicability of foreign taxes.

Effect  on  Warranteed   Amount.  If  a  shareholder  does  not  reinvest  all
dividends and distributions in the Fund, the  shareholder's  Warranteed Amount
will be reduced.

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    Warranty    Provider.    Merrill    Lynch   Bank   USA,    located   at
___________________,  has entered into the Financial  Warranty  Agreement with
the Fund.  Merrill  Lynch Bank USA is an  wholly-owned  subsidiary  of Merrill
Lynch & Co. [CONFIRM] and its principal business is in banking activities.


The  Custodian  Bank.  J.P.  Morgan  Chase Bank 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.







                                  APPENDIX A


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

Aerospace/Defense                       Food and Drug Retailers
Air Transportation                      Gas Utilities
Asset-Backed                            Health Care/Drugs
Auto Parts and Equipment                Health Care/Supplies & Services
Automotive                              Homebuilders/Real Estate
Bank Holding Companies                  Hotel/Gaming
Banks                                   Industrial Services
Beverages                               Information Technology
Broadcasting                            Insurance
Broker-Dealers                          Leasing & Factoring
Building Materials                      Leisure
Cable Television                        Manufacturing
Chemicals                               Metals/Mining
Commercial Finance                      Nondurable Household Goods
Communication Equipment                 Office Equipment
Computer Hardware                       Oil - Domestic
Computer Software                       Oil - International
Conglomerates                           Paper
Consumer Finance                        Photography
Consumer Services                       Publishing
Containers                              Railroads & Truckers
Convenience Stores                      Restaurants
Department Stores                       Savings & Loans
Diversified Financial                   Shipping
Diversified Media                       Special Purpose Financial
Drug Wholesalers                        Specialty Printing
Durable Household Goods                 Specialty Retailing
Education                               Steel
Electric Utilities                      Telecommunications - Long Distance
Electrical Equipment                    Telephone - Utility
Electronics                             Textile, Apparel & Home Furnishings
Energy Services                         Tobacco
Entertainment/Film                      Trucks and Parts
Environmental                           Wireless Services
Food








                                     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).
|_|   Purchases   by  a   Retirement   Plan   whose   record   keeper   had  a
         cost-allocation  agreement with the Transfer Agent on or before March
         1, 2001.


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, Trustees, 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.
|_|   Trustees, 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 Trustees 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, Trustees, 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.

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

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

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

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

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

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

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

|X|   Waivers for Redemptions of Shares Purchased Prior to March 6, 1995.  In
the following cases, the contingent deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer fund. The
shares must have been acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer fund that was a Former Quest
for Value Fund or into which such fund merged. Those shares must have been
purchased prior to March 6, 1995 in connection with:
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) Trustees 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 Trustees 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, Trustees, 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.



--------
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.
11 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.





                                     Appendix C


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

I N F O R M A T I O N  A B O U T  T H E  U N D E R L Y I N G  F U N D

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


Additional Information About the Underlying Fund's Investment Policies and
Risks

The investment objective, the principal investment policies and the main
risks of the Oppenheimer Main Street Growth & Income Fund (the "Underlying
Fund") are described in the Underlying Fund's Prospectus as well as the
Prospectus for Oppenheimer Principal Protected Main Street Fund.  This
Appendix C contains supplemental information about those policies and risks
and the types of securities that the Underlying Fund's investment Manager,
OppenheimerFunds, Inc., can select for the Underlying Fund.  Additional
information is also provided about the strategies that the Underlying Fund
can use to try to achieve its objective.

The Underlying Fund's Investment Policies.  The composition of the Underlying
Fund's portfolio and the techniques and strategies that the Underlying Fund's
Manager can use in selecting portfolio securities will vary over time.  The
Underlying 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 Underlying 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
Underlying 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 Underlying 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 Underlying Fund is focusing on or has
substantial investments in smaller capitalization companies at times of
market volatility, the Underlying Fund's share prices may fluctuate more than
that of Funds focusing on larger capitalization issuers.

         |_|      Rights and Warrants.  The Underlying Fund can invest up to
10% of its total assets in warrants or rights, although the Underlying 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.

         |_|   Convertible Securities. Convertible securities are 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)
caused 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 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,
o     whether the issuer of the convertible securities has restated its
      earnings per share of common stock on a fully diluted basis
      (considering the effect of conversion of the convertible securities),
      and
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.

      |X|   Investments in Bonds and Other Debt Securities.  The Underlying
Fund can invest in bonds, debentures and other debt securities to seek its
investment objective. Because the Underlying Fund currently emphasizes
investments in equity securities, such as stocks, it is not anticipated that
significant amounts of the Underlying Fund's assets will be invested in debt
securities.  However, if market conditions suggest that debt securities may
offer better total return opportunities than stocks, or if the Manager
determines to seek a higher amount of current income to distribute to
shareholders, the Manager can shift more of the Underlying Fund's investments
into debt securities.

      The Underlying Fund's debt investments can include investment-grade and
non-investment-grade bonds (commonly referred to as "junk bonds").
Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc., or at least "BBB" by Standard & Poor's Corporation or Fitch,
Inc., or that have comparable ratings by another nationally-recognized rating
organization. In making investments in debt securities, the Manager can rely
to some extent on the ratings of ratings organizations or it can use its own
research to evaluate a security's credit-worthiness. If the securities that
the Underlying Fund buys are unrated, to be considered part of the Underlying
Fund's holdings of investment-grade securities, they must be judged by the
Manager to be of comparable quality to bonds rated as investment grade by a
rating organization.

|_|   U.S. Government Securities.  The Underlying Fund can buy securities
issued or guaranteed by the U.S. government or its agencies and
instrumentalities.  Securities issued by the U.S. Treasury are backed by the
full faith and credit of the U.S. government and are subject to very little
credit risk. Obligations of U.S. government agencies or instrumentalities
(including mortgage-backed securities) may or may not be guaranteed or
supported by the "full faith and credit" of the United States.  Some are
backed by the right of the issuer to borrow from the U.S. Treasury; others,
by discretionary authority of the U.S. government to purchase the agencies'
obligations; while others are supported only by the credit of the
instrumentality.  If a security is not backed by the full faith and credit of
the United States, the owner of the security must look principally to the
agency issuing the obligation for repayment and may not be able to assert a
claim against the United States in the event that the agency or
instrumentality does not meet its
commitment.  The Underlying Fund will invest in securities of U.S. government
agencies and instrumentalities only when the Manager is satisfied that the
credit risk with respect to the agency or instrumentality is minimal.

         |_|      Special Risks of Lower-Grade Securities.  While it is not
anticipated that the Underlying Fund will invest a substantial portion of its
assets in debt securities, the Underlying Fund can do so to seek current
income. Because lower-rated securities tend to offer higher yields than
investment grade securities, the Underlying Fund can invest in lower grade
securities if the Manager is trying to achieve greater income (and, in some
cases, the appreciation possibilities of lower-grade securities may be a
reason they are selected for the Underlying Fund's portfolio).

      The Underlying Fund can invest up to 25% of its total assets in "lower
grade" debt securities. However, the Underlying Fund does not currently
intend to invest more that 10% of its total assets in lower grade debt
securities.  "Lower-grade" debt securities are those rated below "investment
grade" which means they have a rating lower than "Baa" by Moody's or lower
than "BBB" by Standard & Poor's or Fitch, Inc., or similar ratings by other
rating organizations. If they are unrated, and are determined by the Manager
to be of comparable quality to debt securities rated below investment grade,
they are included in the limitation on the percentage of the Underlying
Fund's assets that can be invested in lower-grade securities.  The Underlying
Fund can invest in securities rated as low as "C" or "D" or which may be in
default at the time the Underlying Fund buys them.

      Some of the special credit risks of lower-grade securities are
discussed in the Prospectus. There is a greater risk that the issuer may
default on its obligation to pay interest or to repay principal than in the
case of investment grade securities. The issuer's low creditworthiness may
increase the potential for its insolvency. An overall decline in values in
the high yield bond market is also more likely during a period of a general
economic downturn. An economic downturn or an increase in interest rates
could severely disrupt the market for high yield bonds, adversely affecting
the values of outstanding bonds as well as the ability of issuers to pay
interest or repay principal. In the case of foreign high yield bonds, these
risks are in addition to the special risk of foreign investing discussed in
the Prospectus and in this Statement of Additional Information.

      However, the Underlying Fund's limitations on buying these investments
can reduce the effect of those risks to the Underlying Fund, as will the
Underlying Fund's policy of diversifying its investments. Additionally, to
the extent they can be converted into stock, convertible securities may be
less subject to some of these risks than non-convertible high yield bonds,
since stock may be more liquid and less affected by some of these risk
factors.  The Underlying Fund may not invest more than 10% of its total
assets in lower-grade debt securities that are not convertible.

      While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's
or Fitch, Inc. are investment grade and are not regarded as junk bonds, those
securities may be subject to special risks, and have some speculative
characteristics.  Definitions of the debt security ratings categories of
Moody's, S&P, and Fitch, Inc. are included in Appendix A to this Statement of
Additional Information.

      |X|   Foreign Securities.  The Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying Fund's
portfolio turnover rate will fluctuate from year to year, and the Underlying
Fund can have a portfolio turnover rate of 100% or more. Increased portfolio
turnover creates higher brokerage and transaction costs for the Underlying
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
Underlying Fund will normally distribute all of its capital gains realized
each year, to avoid excise taxes under the Internal Revenue Code. The
Financial Highlights table at the end of the Prospectus shows the Underlying
Fund's portfolio turnover rates during prior fiscal years.

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

      |X|   Investing in Small, Unseasoned Companies.  The Underlying 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 Underlying Fund's ability to dispose of them and can
reduce the price the Underlying 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 Underlying Fund
is attempting to dispose of its holdings of that security. In that case the
Underlying Fund might receive a lower price for its holdings than might
otherwise be obtained. The Underlying Fund currently intends to invest no
more than 5% of its net assets in securities of small, unseasoned issuers.

      |X|   When-Issued and Delayed-Delivery Transactions.  The Underlying
Fund can invest in securities on a "when-issued" basis and can purchase or
sell securities on a "delayed-delivery" basis.  When-issued and
delayed-delivery are terms that refer to securities whose terms and indenture
are available and for which a market exists, but which are not available for
immediate delivery.

      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date.  The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to the Underlying Fund. During the period
between purchase and settlement, no payment is made by the Underlying Fund to
the issuer and no interest accrues to the Underlying Fund from the investment.

      The Underlying Fund will engage in when-issued transactions to secure
what the Manager considers to be an advantageous price and yield at the time
of entering into the obligation. When the Underlying Fund enters into a
when-issued or delayed-delivery transaction, it relies on the other party to
complete the transaction.  Its failure to do so may cause the Underlying Fund
to lose the opportunity to obtain the security at a price and yield the
Manager considers to be advantageous.

      When the Underlying Fund engages in when-issued and delayed-delivery
transactions, it does so for the purpose of acquiring or selling securities
consistent with its investment objective and policies or for delivery
pursuant to options contracts it has entered into, and not for the purpose of
investment leverage. Although the Underlying Fund will enter into
delayed-delivery or when-issued purchase transactions to acquire securities,
it can dispose of a commitment prior to settlement. If the Underlying Fund
chooses to dispose of the right to acquire a when-issued security prior to
its acquisition or to dispose of its right to delivery or receive against a
forward commitment, it may incur a gain or loss.

      At the time the Underlying Fund makes the commitment to purchase or
sell a security on a when-issued or delayed-delivery basis, it records the
transaction on its books and reflects the value of the security purchased in
determining the Underlying Fund's net asset value.  In a sale transaction, it
records the proceeds to be received. The Underlying Fund will identify on its
books liquid securities of any type at least equal in value to the value of
the Underlying Fund's purchase commitments until the Underlying Fund pays for
the investment.

      When issued and delayed-delivery transactions can be used by the
Underlying Fund as a defensive technique to hedge against anticipated changes
in interest rates and prices. For instance, in periods of rising interest
rates and falling prices, the Underlying Fund might sell securities in its
portfolio on a forward commitment basis to attempt to limit its exposure to
anticipated falling prices. In periods of falling interest rates and rising
prices, the Underlying Fund might sell portfolio securities and purchase the
same or similar securities on a when-issued or delayed-delivery basis to
obtain the benefit of currently higher cash yields.

Investment in Other Investment Companies. The Underlying 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 of 1940 (the "Investment Company Act")
that apply to those types of investments.  For example, the Underlying Fund
can invest in Exchange-Traded Funds, which are typically open-end funds or
unit investment trusts, listed on a stock exchange.  The Underlying 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 Underlying Fund may not be able to buy those portfolio
securities directly.  As a non-fundamental policy, the Underlying Fund cannot
invest in the securities of other registered open-end investment companies or
registered unit investment trusts in reliance on sub-paragraph (F) or (G) of
section 12(d)(1) of the Investment Company Act of 1940.

      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 Underlying 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 Underlying Fund would be subject to its ratable share
of that investment company's expenses, including its advisory and
administration expenses.  The Underlying Fund does not anticipate investing a
substantial amount of its net assets in shares of other investment companies.

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

      In a repurchase transaction, the Underlying 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 Underlying Fund's limits on holding illiquid investments. The
Underlying 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 Underlying
Fund's net assets that may be subject to repurchase agreements having
maturities of seven days or less.

      Repurchase agreements, considered "loans" under the Investment Company
Act, are collateralized by the underlying security.  The Underlying 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 Underlying
Fund may incur costs in disposing of the collateral and may experience losses
if there is any delay in its ability to do so.  The Manager will monitor the
vendor's creditworthiness to confirm that the vendor is financially sound and
will continuously monitor the collateral's value.

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

      |X|   Illiquid and Restricted Securities.  To enable the Underlying
Fund to sell its holdings of a restricted security not registered under the
Securities Act of 1933, the Underlying Fund may have to cause those
securities to be registered.  The expenses of registering restricted
securities may be negotiated by the Underlying Fund with the issuer at the
time the Underlying Fund buys the securities. When the Underlying Fund must
arrange registration because the Underlying 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
Underlying Fund could sell it. The Underlying Fund would bear the risks of
any downward price fluctuation during that period.

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

      The Underlying 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 Underlying Fund's
holdings of that security may be considered to be illiquid.

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

      |X|   Loans of Portfolio Securities.  The Underlying Fund can lend its
portfolio securities to certain types of eligible borrowers approved by its
Board of Directors. It may do so to try to provide income or to raise cash
for liquidity purposes. These loans are limited to not more than 25% of the
value of the Underlying Fund's total assets.  There are some risks in
connection with securities lending. The Underlying Fund might experience a
delay in receiving additional collateral to secure a loan, or a delay in
recovery of the loaned securities. The Underlying Fund presently does not
intend to engage in loans of securities in the coming year.

      The Underlying 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 Underlying Fund is permitted to invest.
To be acceptable as collateral, letters of credit must obligate a bank to pay
amounts demanded by the Underlying 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 Underlying Fund.

      When it lends securities, the Underlying 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
Underlying Fund can also pay reasonable finder's, custodian bank and
administrative fees in connection with these loans.  The terms of the
Underlying Fund's loans must meet applicable tests under the Internal Revenue
Code and must permit the Underlying Fund to reacquire loaned securities on
five days' notice or in time to vote on any important matter.

      |X|   Derivatives.  The Underlying Fund can invest in a variety of
derivative investments to seek income or for hedging purposes. Some
derivative investments the Underlying Fund can use are the hedging
instruments described below in this Appendix C.

      Other derivative investments the Underlying 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 Underlying 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 Underlying 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.  The Underlying Fund can use hedging to attempt to
protect against declines in the market value of the Underlying Fund's
portfolio, to permit the Underlying 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 Underlying Fund
could:

      o  sell futures contracts,
      o  buy puts on such futures or on securities, or
      o  write covered calls on securities or futures.  Covered calls can
         also be used to increase the Underlying Fund's income, but the
         Manager does not expect to engage extensively in that practice.

      The Underlying Fund can use hedging to establish a position in the
securities market as a temporary substitute for purchasing particular
securities. In that case, the Underlying Fund would normally seek to purchase
the securities and then terminate that hedging position. The Underlying 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 Underlying Fund could:

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

      The Underlying Fund is not obligated to use hedging instruments, even
though it is permitted to use them in the Manager's discretion, as described
below.  The Underlying Fund's strategy of hedging with futures and options on
futures will be incidental to the Underlying Fund's activities in the
underlying cash market.  The particular hedging instruments the Underlying
Fund can use are described below.  The Underlying Fund can employ new hedging
instruments and strategies when they are developed, if those investment
methods are consistent with the Underlying Fund's investment objective and
are permissible under applicable regulations governing the Underlying Fund.



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

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

      An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position.

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

      No money is paid or received by the Underlying Fund on the purchase or
sale of a future.  Upon entering into a futures transaction, the Underlying
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 Underlying 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 Underlying Fund's books is changed) to
reflect changes in its market value, subsequent margin payments, called
variation margin, will be paid to or by the futures broker daily.

      At any time prior to expiration of the future, the Underlying Fund can
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 Underlying Fund.  Any loss or gain on the
future is then realized by the Underlying 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 Underlying Fund can buy and sell
      certain kinds of put options ("puts") and call options ("calls"). The
      Underlying 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.

o     Writing Covered Call Options.  The Underlying Fund can write (that is,
               sell)
covered calls.  If the Underlying Fund sells a call option, it must be
covered.  That means the Underlying 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 Underlying Fund's books to
enable the Underlying Fund to satisfy its obligations if the call is
exercised.  Up to 25% of the Underlying Fund's total assets can be subject to
calls the Underlying Fund writes.

      When the Underlying Fund writes a call on a security, it receives cash
(a premium). The Underlying 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
Underlying 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 Underlying 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 Underlying Fund would
keep the cash premium and the investment.

      When the Underlying Fund writes a call on an index, it receives cash (a
premium).  If the buyer of the call exercises it, the Underlying 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
Underlying Fund would keep the cash premium.

      The Underlying Fund's custodian bank, or a securities depository acting
for the custodian bank, will act as the Underlying Fund's escrow agent,
through the facilities of the Options Clearing Corporation ("OCC"), as to the
investments on which the Underlying 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 Underlying Fund enters into a
closing transaction.

      When the Underlying Fund writes an over-the-counter ("OTC") option, it
will enter into an arrangement with a primary U.S. government securities
dealer which will establish a formula price at which the Underlying 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
Underlying 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 Underlying Fund can purchase a corresponding call in a
"closing purchase transaction."  The Underlying 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 Underlying Fund
wrote is more or less than the price of the call the Underlying Fund
purchases to close out the transaction.  The Underlying Fund may realize a
profit if the call expires unexercised, because the Underlying 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 Underlying Fund they are taxable as ordinary income.  If the Underlying
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 Underlying 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 Underlying Fund must cover the
call by identifying an equivalent dollar amount of liquid assets on the
Underlying Fund's books.  The Underlying 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 Underlying Fund's receipt of an exercise notice as
to that future require the Underlying Fund to deliver a futures contract. It
would simply put the Underlying Fund in a short futures position, which is
permitted by the Underlying Fund's hedging policies.

o     Writing Put Options.  The Underlying Fund can 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 Underlying Fund will not write puts if, as a result,
more than 25% of the Underlying Fund's total assets would be required to be
segregated to cover such put options.

      If the Underlying Fund writes a put, the put must be covered by liquid
assets identified on the Underlying Fund's books.  The premium the Underlying
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 Underlying 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 Underlying Fund has written expires
unexercised, the Underlying Fund realizes a gain in the amount of the premium
less the transaction costs incurred.  If the put is exercised, the Underlying
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 Underlying Fund may incur a loss
if it sells the underlying investment. That loss will be equal to the sum of
the sale price of the underlying investment and the premium received minus
the sum of the exercise price and any transaction costs the Underlying Fund
incurred.

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

      As long as the Underlying 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 Underlying Fund to take
delivery of the underlying security and pay the exercise price.  The
Underlying 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 Underlying Fund effects a closing
purchase transaction by purchasing a put of the same series as it sold.  Once
the Underlying Fund has been assigned an exercise notice, it cannot effect a
closing purchase transaction.

      The Underlying Fund can 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 Underlying 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 Underlying 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 Underlying Fund,
are taxable as ordinary income.

o     Purchasing Calls and Puts.  The Underlying Fund can purchase calls to
protect against the possibility that the Underlying Fund's portfolio will not
participate in an anticipated rise in the securities market. When the
Underlying Fund buys a call (other than in a closing purchase transaction),
it pays a premium. The Underlying 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 Underlying
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 Underlying Fund exercises the call.  If the Underlying 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 Underlying Fund
will have paid the premium but lost the right to purchase the underlying
investment.

      The Underlying Fund can buy puts whether or not it holds the underlying
investment in its portfolio. When the Underlying 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 securities
or futures the Underlying Fund owns enables the Underlying 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 Underlying Fund
will have paid the premium but lost the right to sell the underlying
investment. However, the Underlying Fund can sell the put prior to its
expiration. That sale may or may not be at a profit.

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

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

      |_|   Buying and Selling Options on Foreign Currencies.  The Underlying
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 Underlying 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 Underlying 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 Underlying Fund's position. The Underlying Fund will
then have incurred option premium payments and transaction costs without a
corresponding benefit.

      A call the Underlying Fund writes on a foreign currency is "covered" if
the Underlying 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 Underlying 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
Underlying Fund owns or has the right to acquire and which is denominated in
the currency underlying the option. That decline might be one that occurs due
to an expected adverse change in the exchange rate.  This is known as a
"cross-hedging" strategy.  In those circumstances, the Underlying 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 Underlying 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
Underlying Fund's return. The Underlying Fund could also experience losses if
the prices of its futures and options positions were not correlated with its
other investments.

      The Underlying Fund's option activities could affect its portfolio
turnover rate and brokerage commissions. The exercise of calls written by the
Underlying Fund might cause the Underlying Fund to sell related portfolio
securities, thus increasing its turnover rate.  The exercise by the
Underlying 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 Underlying Fund's control, holding a
put might cause the Underlying Fund to sell the related investments for
reasons that would not exist in the absence of the put.

      The Underlying 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 Underlying Fund's net asset value
being more sensitive to changes in the value of the underlying investment.

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

      An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option.  The
Underlying 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 Underlying 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 Underlying Fund's
securities.  For example, it is possible that while the Underlying Fund has
used hedging instruments in a short hedge, the market might advance and the
value of the securities held in the Underlying Fund's portfolio might
decline. If that occurred, the Underlying 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
Underlying 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 Underlying 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 Underlying 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
Underlying Fund does so the market might decline.  If the Underlying Fund
then concludes not to invest in securities because of concerns that the
market might decline further or for other reasons, the Underlying Fund will
realize a loss on the hedging instruments that is not offset by a reduction
in the price of the securities purchased.

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

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

      The Underlying Fund can use forward contracts to protect against
uncertainty in the level of future exchange rates.  The use of forward
contracts does not eliminate the risk of fluctuations in the prices of the
underlying securities the Underlying Fund owns or intends to acquire, but it
does fix a rate of exchange in advance. Although forward contracts may reduce
the risk of loss from a decline in the value of the hedged currency, at the
same time they limit any potential gain if the value of the hedged currency
increases.

      When the Underlying Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, or when it anticipates
receiving dividend payments in a foreign currency, the Underlying Fund might
desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar
equivalent of the dividend payments.  To do so, the Underlying Fund might
enter into a forward contract for the purchase or sale of the amount of
foreign currency involved in the underlying transaction, in a fixed amount of
U.S. dollars per unit of the foreign currency. This is called a "transaction
hedge." The transaction hedge will protect the Underlying Fund against a loss
from an adverse change in the currency exchange rates during the period
between the date on which the security is purchased or sold or on which the
payment is declared, and the date on which the payments are made or received.

      The Underlying Fund could also use forward contracts to lock in the
U.S. dollar value of portfolio positions. This is called a "position hedge."
When the Underlying Fund believes that foreign currency might suffer a
substantial decline against the U.S. dollar, it could enter into a forward
contract to sell an amount of that foreign currency approximating the value
of some or all of the Underlying Fund's portfolio securities denominated in
that foreign currency.  When the Underlying Fund believes that the U.S.
dollar may suffer a substantial decline against a foreign currency, it could
enter into a forward contract to buy that foreign currency for a fixed dollar
amount.  Alternatively, the Underlying Fund could enter into a forward
contract to sell a different foreign currency for a fixed U.S. dollar amount
if the Underlying Fund believes that the U.S. dollar value of the foreign
currency to be sold pursuant to its forward contract will fall whenever there
is a decline in the U.S. dollar value of the currency in which portfolio
securities of the Underlying Fund are denominated. That is referred to as a
"cross hedge."

      The Underlying Fund will cover its short positions in these cases by
identifying to its custodian bank assets having a value equal to the
aggregate amount of the Underlying Fund's commitment under forward
contracts.  The Underlying Fund will not enter into forward contracts or
maintain a net exposure to such contracts if the consummation of the
contracts would obligate the Underlying Fund to deliver an amount of foreign
currency in excess of the value of the Underlying Fund's portfolio securities
or other assets denominated in that currency or another currency that is the
subject of the hedge.  However, to avoid excess transactions and transaction
costs, the Underlying Fund can maintain a net exposure to forward contracts
in excess of the value of the Underlying Fund's portfolio securities or other
assets denominated in foreign currencies if the excess amount is "covered" by
liquid securities denominated in any currency. The cover must be at least
equal at all times to the amount of that excess.  As one alternative, the
Underlying Fund can purchase a call option permitting the Underlying Fund to
purchase the amount of foreign currency being hedged by a forward sale
contract at a price no higher than the forward contract price.  As another
alternative, the Underlying Fund can purchase a put option permitting the
Underlying Fund to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward contact
price.

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

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

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

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

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

         |_|      Interest Rate Swap Transactions.  The Underlying Fund can
enter into interest rate swap agreements. In an interest rate swap, the
Underlying Fund and another party exchange their right to receive or their
obligation to pay interest on a security.  For example, they might swap the
right to receive floating rate payments for fixed rate payments.  The
Underlying Fund can enter into swaps only on securities that it owns.  The
Underlying Fund will not enter into swaps with respect to more than 25% of
its total assets.  Also, the Underlying Fund will identify liquid assets on
its books (such as cash or U.S. government securities) to cover any amounts
it could owe under swaps that exceed the amounts it is entitled to receive,
and it will adjust that amount daily, as needed.

      Swap agreements entail both interest rate risk and credit risk.  There
is a risk that, based on movements of interest rates in the future, the
payments made by the Underlying Fund under a swap agreement will be greater
than the payments it received.  Credit risk arises from the possibility that
the counterparty will default.  If the counterparty defaults, the Underlying
Fund's loss will consist of the net amount of contractual interest payments
that the Underlying Fund has not yet received.  The Manager will monitor the
creditworthiness of counterparties to the Underlying Fund's interest rate
swap transactions on an ongoing basis.

      The Underlying Fund can enter into swap transactions with certain
counterparties pursuant to master netting agreements.  A master netting
agreement provides that all swaps done between the Underlying Fund and that
counterparty shall be regarded as parts of an integral agreement.  If amounts
are payable on a particular date in the same currency in respect of one or
more swap transactions, the amount payable on that date in that currency
shall be the net amount.  In addition, the master netting agreement may
provide that if one party defaults generally or on one swap, the counterparty
can terminate all of the swaps with that party.  Under these agreements, if a
default results in a loss to one party, the measure of that party's damages
is calculated by reference to the average cost of a replacement swap for each
swap. It is measured by the mark-to-market value at the time of the
termination of each swap.  The gains and losses on all swaps are then netted,
and the result is the counterparty's gain or loss on termination.  The
termination of all swaps and the netting of gains and losses on termination
is generally referred to as "aggregation."

         |_|      Regulatory Aspects of Hedging Instruments.  When using
futures and options on futures, the Underlying 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 Underlying Fund is exempted from registration with the
CFTC as a "commodity pool operator" if the Underlying Fund complies with the
requirements of Rule 4.5 adopted by the CFTC.  The Rule does not limit the
percentage of the Underlying 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 Underlying Fund must limit its aggregate initial
futures margin and related options premiums to not more than 5% of the
Underlying Fund's net assets for hedging strategies that are not considered
bona fide hedging
strategies under the Rule. Under the Rule, the Underlying Fund must also use
short futures and options on futures solely for bona fide hedging purposes
within the meaning and intent of the applicable provisions of the Commodity
Exchange Act.

      Transactions in options by the Underlying 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 Underlying 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 Underlying Fund (or an advisor that is an
affiliate of the Underlying Fund's advisor).  The exchanges also impose
position limits on futures transactions.  An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.

      Under the Investment Company Act, when the Underlying 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 Underlying 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 Underlying 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 Underlying Fund to exempt those transactions from this marked-to-market
treatment.

      Certain forward contracts the Underlying 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 Underlying
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 Underlying Fund accrues interest or other
         receivables or accrues expenses or other liabilities denominated in
         a foreign currency and the time the Underlying 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 Underlying Fund's investment income available for distribution
to its shareholders.

      |X|   Temporary Defensive and Interim Investments.  The Underlying
Fund's temporary defensive investments can include (i) obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities; (ii)
commercial paper rated in the highest category by an established rating
organization; (iii) certificates of deposit or bankers' acceptances of
domestic banks with assets of $1 billion or more; (iv) any of the foregoing
securities that mature in one year or less (generally known as "cash
equivalents"); (v) other short-term corporate debt obligations; and (vi)
repurchase agreements.

Investment Restrictions

|X|   What Are "Fundamental Policies?"  Fundamental policies are those
         policies that the Underlying Fund has adopted to govern its
         investments that can be changed only by the vote of a "majority" of
         the Underlying 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 Underlying Fund's investment objective is a Fundamental policy.
Other policies described in the Underlying Fund's Prospectus or its Statement
of Additional Information and in this Appendix C are "Fundamental" only if
they are identified as such.  The Underlying Fund's Board of Directors can
change non-Fundamental policies without shareholder approval.  However,
significant changes to investment policies will be described in supplements
or updates to the Underlying Fund's Prospectus or Statement of Additional
Information, as appropriate. The Underlying Fund's most significant
investment policies are described in its Prospectus as well as in the
Oppenheimer Principal Protected Main Street Fund prospectus.

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

      o  The Underlying Fund cannot concentrate investments.  That means it
cannot invest 25% or more of its total assets in any industry. However, there
is no limitation on investments in U.S. government securities.

o     The Underlying Fund cannot invest in commodities.  However, the
Underlying Fund can buy and sell any of the hedging instruments permitted by
any of its other policies.  It does not matter if the hedging instrument is
considered to be a commodity or commodity contract.

      o  The Underlying Fund cannot invest in real estate or in interests in
real estate.  However, the Underlying Fund can purchase securities of issuers
holding real estate or interests in real estate (including securities of real
estate investment trusts).

      o  The Underlying 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 Underlying Fund cannot issue "senior securities," but this does
not prohibit certain investment activities for which assets of the Underlying
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.

o     The Underlying Fund cannot borrow money in excess of 33 1/3% of the
value of its total assets (including the amount borrowed).  The Underlying
Fund may borrow only from banks and/or affiliated investment companies.  With
respect to this Fundamental policy, the Underlying Fund can borrow only if it
maintains a 300% ratio of assets to borrowings at all times in the manner set
forth in the Investment Company Act of 1940.

o     The Underlying Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an interUnderlying Fund lending program with
other affiliated Funds, and (d) through repurchase agreements.

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

      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 Underlying Fund makes an investment. The Underlying Fund
need not sell securities to meet the percentage limits if the value of the
investment increases in proportion to the size of the Underlying Fund.

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











Oppenheimer Principal Protected Main Street 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
      J.P. Morgan Chase Bank
      4 Chase MetroTech Center
      Brooklyn, New York 11245

Independent Auditors
      Deloitte & Touche LLP
      555 Seventeenth Street
      Suite 3600
      Denver, CO 80202

Counsel to the Fund
      Myer, Swanson, Adams & Wolf, P.C.
      1600 Broadway
      Suite 1480
      Denver, CO 80202

Counsel to the Independent Trustees

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




                                        OppenheimerFunds, Inc. logo
PX___________


                                     C-1
                    OPPENHEIMER PRINCIPAL PROTECTED TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. - Exhibits
-------------------


(a)   Declaration of Trust dated 1/16/03: Previously filed with the
Registrant's initial registration statement (Reg. No.333-102588), January 17,
2003, and incorporated herein by reference.

(b)   By-Laws: Previously filed with the Registrant's initial registration
statement (Reg. No. 333-102588), January 17, 2003, and incorporated herein by
reference.

(c)   (i) Specimen Class A Share Certificate for Oppenheimer Principal
Protected Main Street Fund: Filed herewith.

(d)   Investment Advisory Agreement: Filed herewith.

General Distributor's Agreement: Filed herewith.


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

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

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

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

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

(f)   Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 40 to
the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/27/98, and incorporated herein by reference.

(g)   Global Custody Agreement: To be filed by amendment.

(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.


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

(m)   (i) Service Plan and Agreement for Class A shares for Oppenheimer
Principal Protected Main Street Fund: Filed herewith.

      (ii) Distribution and Service Plan and Agreement for Class B shares for
Oppenheimer Principal Protected Main Street Fund: Filed herewith.

      (iii) Distribution and Service Plan and Agreement for Class C shares
for Oppenheimer Principal Protected Main Street Fund: Filed herewith.

      (iv) Distribution and Service Plan and Agreement for Class N shares for
Oppenheimer Principal Protected Main Street Fund: Filed herewith.


(n)   Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
10/22/02: Previously filed with Post-Effective Amendment No. 22 to the
Registration Statement of Oppenheimer Global Growth & Income Fund (Reg. No.
33-33799), 11/20/02, and incorporated herein by reference.


(o)   Powers of Attorney (including Board resolution dated 3/13/03) for
Robert J. Malone, William L. Armstrong, George C. Bowen: Filed herewith.


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

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

None.

Item 25. - Indemnification
--------------------------

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

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

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

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

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

---------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc.    Other Business and Connections During the Past
                               Two Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy L. Abbuhl,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Amy B. Adamshick,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles E. Albers,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             As of January 2002: Secretary of
Vice President & Secretary     OppenheimerFunds, Distributor, Inc., Centennial
                               Asset Management Corporation, Oppenheimer
                               Partnership Holdings, Inc., Oppenheimer Real
                               Asset Management, Inc., Shareholder Financial
                               Services, Inc., Shareholder Services, Inc.;
                               Assistant Secretary of HarbourView Asset
                               Management Corporation, OFI Private Investments,
                               Inc., Oppenheimer Trust Company and OFI
                               Institutional Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Avelino,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Victor W. Babin,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce L. Bartlett,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Barela,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Bartling,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Connie Bechtolt,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Behal                   Assistant Vice President of HarbourView Asset
Assistant Vice President       Management Corporation. Formerly.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Bellamy,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Victoria Best,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                Formerly President of Lorac Technologies, Inc.
Assistant Vice President       (June 1997-July 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzer,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Bonner,                  Formerly Manager, Sales Support for Prudential
Vice President                 Insurance Company (August 1995-September 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bonomo,                 None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Buckmaster,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,                    Formerly a Marketing Manager with Alliance
Assistant Vice President       Capital Management (October 1999-April 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce Burroughs                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claudia Calich,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Carbuto,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald G. Chibnik,             Formerly Director of technology for Sapient
Assistant Vice President       Corporation (July, 2000-August 2001); software
                               architect for Sapient Corporation (March
                               1997-July 2000).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice   President:    Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Coulston,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,                  None.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,                   Formerly senior analyst/director for Citigroup
Vice President                 Asset Management (November 1999-September 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
O. Leonard Darling,            Chairman of the Board and a director (since June
Vice Chairman, Executive Vice  1999) and Senior Managing Director (since
President, Chief Investment    December 1998) of HarbourView Asset Management
Officer & Director             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 of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruggero de'Rossi,              Vice President of HarbourView Asset Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,            Formerly an Associate with Booz Allen & Hamilton
Assistant Vice President       (1998-June 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,           Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Armand B. Erpf,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             Formerly an Assistant Vice President/Senior
Assistant Vice President       Trader with Morgan Stanley Investment Management
                               (1999-April 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Farrar,               Vice President of OFI Private Investments, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Katherine P. Feld,             Vice President of OppenheimerFunds, Distributor,
Vice President, Senior Counsel Inc.; Vice President, Assistant Secretary and
                               Director of Centennial Asset Management
                               Corporation; Vice President of Oppenheimer Real
                               Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             Formerly a portfolio manager with Lashire
Vice President                 Investments (July 1999-December 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of OppenheimerFunds Distributor,
Senior Vice President;         Inc.; Director of ICI Mutual Insurance Company;
Chairman: Rochester Division   Governor of St. John's College; Chairman of the
                               Board of Directors of International Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Forrest,                  None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
J. Hayes Foster,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
P. Lyman Foster,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant Vice President of OppenheimerFunds
Assistant Vice President       Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Crystal French,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan P. Gangemi,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan Gagliardo,                 Formerly an Assistant Vice President with
Assistant Vice President       Mitchell Hutchins (January 2000-October 2000).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sharon M. Giordano-Auleta,     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul M. Goldenberg,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mike Goldverg,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bejamin J. Gord,               Vice President of HarbourView Asset Management
Vice President                 Corporation. Formerly Executive Director with
                               Miller Anderson Sherrerd, a division of Morgan
                               Stanley Investment Management. (April 1992-March
                               2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Grill,                  None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Satish Gupta,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Guy,                    None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Hager,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ping Han,                      None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neil Hanson,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shari Harley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Saba Hekmat,                   Formerly Director, Credit Research Analyst at
Assistant Vice President       MetLife Investments (July 1996-October 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Henry,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Heron,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant Vice President of OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives,              Vice President of OppenheimerFunds Distributor,
Vice   President  &  Assistant Inc.; Vice President and Assistant Secretary of
Counsel                        Shareholder Services, Inc.; Assistant Secretary
                               of OppenheimerFunds Legacy Program and
                               Shareholder Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,                 Senior Vice President and Chief Compliance
Vice President                 Officer (since April 2000) of HarbourView Asset
                               Management Corporation; and of OFI Institutional
                               Asset Management, Inc. (since February 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Johnson,          Formerly Vice President, Senior
Assistant Vice President       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,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,              Formerly managing director of Kandilis Capital
Assistant Vice President       Management (September 1993-August 2002); CFO of
                               Kandi Corp. (October 1989-August 1993).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer E. Kane,              None.
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lynn O. Keeshan,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cristina J. Keller,            Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Garrett K. Kolb,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Walter G. Konops,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Avram D. Kornberg,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Kourkoulakos,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,                   Formerly (until September 2002) a senior trader
Assistant Vice President       at Jacobs Levy Equity Management.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Guy E. Leaf,                   Formerly a Vice President of Merrill Lynch
Vice President                 (January 2000-September 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dina C. Lee,                   None
Assistant   Vice  President  &
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dana Lehrer,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,              Vice President of Shareholder Financial
Vice President                 Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice   President  &  Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Reed Litcher,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran             None
Vice   President:    Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,               Vice President of Shareholder Financial
Vice President                 Services, Inc. and Senior Vice President of
                               Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Magee,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Madzij,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis          Senior Vice President of HarbourView Asset
Senior Vice President          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,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip T. Masterson,           None
Vice   President  &  Assistant
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Assistant Secretary of HarbourView Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,           Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation and OFI Institutional
                               Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Migan,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joy Milan,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Denis R. Molleur,              None
Vice    President   &   Senior
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Moon,                  Vice President of HarbourView Asset Management
Vice President                 Corporation. Formerly an Executive Director and
                               Portfolio Manager with Miller Anderson &
                               Sherrerd, a division of Morgan Stanley
                               Investment Management (June 1999-March 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Morrell,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Murphy,                   Director of OppenheimerFunds Distributor, Inc.,
Chairman,   President,   Chief Centennial Asset Management Corporation,
Executive Officer & Director   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,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barbara Niederbrach,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raymond C. Olson,              Assistant Vice President and Treasurer of
Assistant Vice President       OppenheimerFunds Distributor, Inc.; Treasurer of
                               Centennial Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank J. Pavlak,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Pergament,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter Pisapia,                 Formerly, Associate Counsel and Secretary at
Assistant   Vice  President  & SunAmerica Asset Management Corp. (December
Assistant Counsel              2000-December 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raghaw Prasad,                 Formerly Associate Vice President with
Assistant Vice President       Prudential Securities New York (January
                               2001-November 2001) prior to which he was a
                               Director/Analytics with Prudential Investments
                               New Jersey (April 1997-November 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Heather Rabinowitz,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian N. Reid,                 Formerly an Assistant Vice President with Eaton
Assistant Vice President       Vance Management (January 2000-January 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                Formerly (until August 2002) Vaughn Rauscher
Vice President                 Chair in Financial Investments and Director,
                               Finance Institute of Southern Methodist
                               University, Texas.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Richardson,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rob Robis,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  Formerly, Assistant Vice President of Human
Vice President                 Resources of OFI (200-July 2002)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,                 President and Director of OppenheimerFunds
Executive Vice President       Distributor, Inc. and Centennial Asset
                               Management Corporation; Executive Vice President
                               of OFI Private Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Ruotolo                 Director, Treasurer and Chief Financial Officer
Executive  Vice  President and of Oppenheimer Acquisition Corp.; President and
Director                       director of Shareholder Services, Inc. and
                               Shareholder Financial Services, Inc.; Director
                               (Class A) of Trinity Investment Management
                               Corporation; Chairman of the Board, Chief
                               Executive Officer, President and Director or OFI
                               Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tricia Scarlata,               Formerly, Marketing Manager of OppenheimerFunds,
Assistant Vice President       Inc. (April 2001-August 2002); Client Service
                               Support Manager for Sanford C. Bernstein
                               (December 1999-April 2001)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi Schadt,                   Formerly a consultant for Arthur Andersen
Vice President                 (August 2001-February 2002); director, senior
                               quantitative analyst at Brinson Partners
                               (September 2000,April 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey R. Schneider,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Schultz,                 Chief Executive Officer, President & Senior
Senior Vice President          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,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,            Vice President of OFI Private Investments, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martha A. Shapiro,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Navin Sharma,                  Formerly, Manager at BNP Paribas Cooper Neff
Vice President                 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,             Formerly consultant with Pricewaterhouse Coopers
Vice President                 (November 2000-May 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           Formerly a Director for ABN Amro Securities
Assistant Vice President       (July 2001-July 2002) prior to which he was
                               Associate Director for Barclays Capital
                               (1998-July 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,              Formerly a business analyst with Goldman Sachs
Assistant Vice President       (August 1999-August 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Soper,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          Formerly, Director of Business Operations at AOL
Assistant Vice President       Time Warner, AOL Time Warner Book Group (June
                               2000-December 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice   President:    Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jayne M. Stevlingson,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregory J. Stitt,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Stricker,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah A. Sullivan,           Since December 2001, Secretary of Oppenheimer
Assistant Vice President,      Trust Company.
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary Sullivan,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin L. Surrett,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan B. Switzer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,                 None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple,                   Formerly a Vice President of Merrill Lynch
Vice President                 (October 2001-January 2002) prior to which he
                               was a Vice President with OppenheimerFunds, Inc.
                               (May 2000-October 5, 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eamon Tubridy,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Turner,               Formerly portfolio manager for Technology
Vice President                 Crossover Ventures (May 2000-March 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Utaro,                  None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tanya Valency,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of OppenheimerFunds Distributor,
Vice President                 Inc., Centennial Asset Management Corporation
                               and Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Samuel Sloan Walker,           Vice President of HarbourView Asset Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,               Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,         None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            Formerly an Associate at Hoguet Newman & Regal,
Vice President                 LLP (January 1998-May 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice President of HarbourView Asset Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of OppenheimerFunds International Ltd.;
Vice President                 Senior Vice President (Managing Director of the
                               International Division) of OFI Institutional
                               Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       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,              Formerly Senior Vice President of HarbourView
Senior Vice President          Asset Management Corporation (May 1999-July
                               2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,                 President, Chief Executive Officer and Director
Senior Vice President          of OFI Private Investments, Inc.; Director and
                               President of OppenheimerFunds Legacy Program;
                               Senior Vice President of OppenheimerFunds
                               Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Winston,               Formerly, principal at Richards & Tierney, Inc.
Senior Vice President          (until June 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer of HarbourView Asset Management
Senior Vice President and      Corporation; OppenheimerFunds International
Treasurer                      Ltd., Oppenheimer Partnership Holdings, Inc.,
                               Oppenheimer Real Asset Management 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,                    Serves on the Board of the Colorado Ballet.
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Wolfgruber,               Director of Tremont Advisers, Inc. (as of
Senior Vice President          January 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Zachman,                  None
Vice   President:    Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack                 General Counsel and Director of OppenheimerFunds
Senior Vice President and      Distributor, Inc.; General Counsel of Centennial
General Counsel                Asset Management Corporation; Senior Vice
                               President and General Counsel of HarbourView
                               Asset Management Corporation and OFI
                               Institutional Asset Management, Inc.; Senior
                               Vice President, General Counsel and Director of
                               Shareholder Financial Services, Inc.,
                               Shareholder Services, Inc., OFI Private
                               Investments, Inc. and 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.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior Vice President (since April 1999) of
Senior Vice President          HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer  Limited Term Municipal  Fund (a series of  Oppenheimer  Municipal
Fund)
Oppenheimer Main Street Growth & Income Fund (a series of Oppenheimer Main
   Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi Cap Value Fund
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 All Cap 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 (11 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

     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):

     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

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

The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc.  and OFI 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                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(1)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason R. Bach                   Vice President            None
3264 Winthrop Cricle
Marietta, GA 30067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gabriella Bercze(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas S. Blankenship          Vice President            None
17011 Woodbark
Spring, TX 77379
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Bonner(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin E. Brosmith               Senior Vice President     None
170 Phillip Court
Lake Bluff, IL 60044
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey W. Bryan(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Burton                    Vice President            None
412 Towne Green Circle
Addison, TX 75001
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Mary Byron             Vice President            None
6 Dahlia Drive
Irvine, CA 92618
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert A. Coli                  Vice President            None
12 White Tail Lane
Bedminster, NJ 07921
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Crockett(2)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph A. DiMauro               Vice President            None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower(w)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
4090 Redbud Circle
Doylestown, PA 18901
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
7124 Trysail Circle
Tampa, FL 33607
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey                 Vice President            None
9 Townview Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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             Vice President            None
10302 Riesling Court
Charlotte, NC 28277
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle M. Gans                Vice President            None
2700 Polk Street, Apt. #9
San Francisco, CA 94109
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant(2)                  Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clifford W. Heidinger           Vice President            None
90 Gates Street
Portsmouth, NH 03801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillipe D. Hemery              Vice President            None
184 Park Avenue
Rochester, NY 14607
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elyse R. Jurman Herman          Vice President            None
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL  33062
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson                 Vice President            None
4 Craig Street
Jericho, NY 11753
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristen L. Heyburn              Vice President            None
2315 Mimosa Drive #2
Houston, TX 77019
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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                 Vice President            None
28 Oxford Avenue
Mill Valley, CA 94941
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John S. Kavanaugh               Vice President            None
2 Cervantes, Apt. #301
San Francisco, CA 94123
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian G. Kelly                  Vice President            None
60 Larkspur Road
Fairfield, CT 06430
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue So.
Minneapolis, MN 55409
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dean Kopperud(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
P. O. Box 1313
Seahurst, WA 98062
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
9697 S. Golden Eagle Dr.
Highlands, CO 80126
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul R. LeMire                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dawn Lind                       Vice President            None
21 Meadow Lane
Rockville Centre, NY 11570
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James V. Loehle                 Vice President            None
30 Wesley Hill Lane
Warwick, NY 10990
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Montana Low                     Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Lynch                   Vice President            None
5341 Ellsworth
Dallas, TX 75206
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Macken                     Vice President            None
462 Lincoln Avenue
Sayville, NY 11782
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Magee(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1941 W. Wolfram
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion                  Vice President            None
3 St. Marks Place
Cold Spring Harbor, NY 11724
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Anthony P. Mazzariello          Vice President            None
704 Beaver Road
Leetsdale, PA 15056
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
3812 Leland Street
Chevy Chase, MD 20815
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
18424 12th Avenue West
Lynnwood, WA 98037
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser                    Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President, Principal
                                                          Executive Officer,
                                                          Chairman & Manager
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad V. Noel                    Vice President            None
2408 Eagleridge Drive
Henderson, NV 89014
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford Norford                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raymond C. Olson(1)             Assistant Vice President  None
                                & Treasurer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
8734 Shady Shore Drive
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit               Vice President            None
22 Fall Meadow Drive
Pittsford, NY 14534
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gazell Pettway                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Puleo-Carter(2)          Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher L. Quinson          Vice President            None
19 Cayuga Street
Rye, NY 10580
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Heather Rabinowitz(2)           Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary D. Rakan                   Vice President            None
25031 Woodridge Triangle
Farmington, MI 48335
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dusting Raring                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso                 Vice President            None
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Rentschler              Vice President            None
677 Middlesex Road
Grosse Pointe Park, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis H. Reynolds(2)            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             Vice President            None
24753 Bantage Point Terr.
Malibu, CA 90265
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Sabow(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tonya Sax                       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alfredo Scalzo                  Vice President            None
9616 Lake Chase Island Way
Tampa, FL 33626
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sciortino               Vice President            None
785 Beau Chene Drive
Mandeville, LA 70471
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debbie Simon(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Bruce Smith             Vice President            None
808 South 194th Street
Seattle,WA 98148
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein(2)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
239 N. Colony Drive
Edgewood, KY 41017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smoke House Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
 Scott McGregor Tatum           Vice President            None
 704 Inwood
Southlake, TX 76092
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
1328 N. Cleveland Street
Arlington, VA 22201
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan K.Toma                    Vice President            None
14575 S. Gallery
Olathe, KS 66062
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Floyd A. Tucker                 Vice President            None
1930 W. Barry Ave., #2
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Wilson(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregor D. Yuska                 Vice President            None
16035 Canterbury Estates Dr.
Ellisville, MO 63021
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(2)               General Counsel &         Secretary
                                Director
---------------------------------------------------------------------------------

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

(c)   Not applicable.

Item 28. Location of Accounts and Records
-----------------------------------------

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

Item 29. Management Services
----------------------------

Not applicable

Item 30. Undertakings
---------------------

Not applicable.







                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Pre-Effective Registration Statement on Form N-1A 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 March, 2003.


                              OPPENHEIMER PRINCIPAL PROTECTED TRUST

                              By:  /s/ John V. Murphy

------------------------------------------------------------------
                              John V. Murphy, President, Principal
                              Executive Officer, Chairman & Trustee

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 Officer,     March 26, 2003
John V. Murphy                Chairman and Trustee

/s/ Brian W. Wixted           Treasurer and Principal      March 26, 2003
------------------------------                           Financial and
Accounting
Brian W. Wixted               Officer

/s/ William L. Armstrong
------------------------------                             TrusteeMarch 26,
2003
William L. Armstrong

/s/ George C. Bowen
------------------------------                             TrusteeMarch 26,

2003

George C. Bowen

/s/ Robert J. Malone
----------------------------- Trustee                      March 26, 2003
Robert J. Malone






                    OPPENHEIMER PRINCIPAL PROTECTED TRUST


                        Pre-Effective Amendment No. 1



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


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


23(c)          Specimen Class A Share Certificate for Oppenheimer Principal
               Protected Main Street Fund

23(d)          Investment Advisory Agreement

23(e)          General Distributor's Agreement

23(l)          Investment Letter from OppenheimerFunds, Inc. to Registrant

23(m)(i)       Service Plan and Agreement for Class A shares for Oppenheimer
               Principal Protected Main Street Fund
23(m)(ii)      Distribution and Service Plan and Agreement for Class B shares
               for Oppenheimer Principal Protected Main Street Fund
23(m)(iii)     Distribution and Service Plan and Agreement for Class C shares
               for Oppenheimer Principal Protected Main Street Fund
23(m)(iv)      Distribution and Service Plan and Agreement for Class N shares
               for Oppenheimer Principal Protected Main Street Fund

23(o)          Powers of Attorney (including Board resolution) for Robert
               Malone, William Armstrong and George Bowen